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Approval of AIA A133 & A201 Construction Management as General Contractor for Bainbridge ParkDocument A133" - 2009 Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AGREEMENT niade as of the 13Th day of July in the year T1vo Thousand Sixteen (7n lvords, indicate day; inonth and year:) BETWEEN the Owner: (Name, legal stcMis and address) City of Meridian 33 E. Broadway Meridian, Idaho 53642 and the Construction Manager: (Nance, legal .status and address) The Russell Corporation 1940 S. Bonito Way, Suite 150 Meridian, Idaho 83642 for the following Project: (Ncrrne and address or location) Bainbridge Park Meridian, Idaho The Architect: (Nance, legal staters rind address) The Land Group, Inc. 462 E. Shore Drive 4100 Eagle, Idaho 83616 The Owner's Designated Representative: (Nance, address and other ifrforination) Mike Barton The Construction Manager's Designated Representative: (Maine, address and other it foavnation) Mr. Neal Russell / Mr. Chris Jones The Architect's Designated Representative: (Name, address and other irrforrrralion) Jason Densnter The Owner and Construction Manager agree as follo%vs. 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 let 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 . r consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document A20111•'-2007, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. AIA Document At 33 T" -- 2009 (formerly A121 "Civic — 2003). Copyright 01991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale � Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 14:06:46 on 08109/2016 under Order No.9725696861_1 which exp(res on 01/2212017, and is notfor resale. User Notes: (929378902) TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES 3 OWNER'S RESPONSIBILITIES 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 6 COST OF THE WORK FOR CONSTRUCTION PHASE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 8 INSURANCE AND BONDS 9 DISPUTE RESOLUTION 10 TERMINATION OR SUSPENSION 11 MISCELLANEOUS PROVISIONS 12 SCOPE OF THE AGREEMENT ARTICLE 1 GENERAL PROVISIONS § 1.1 The Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fillly a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal, the Contract Documents will also include the documents described in Section 2.2.3 and identified in the Guaranteed Maxinlunl Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 2.2.8. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. § 1.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established between it and the Owner by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager's best skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; to use its best efforts to manage the Project in the best and most sound way and in the most expeditious and economical manner consistent with the interests of the Owner; and to perform the Work in an expeditious and economical manner consistent with the O%vner's interests. The Construction Manager acknowledges that it owes a contractual duty to the O%nier for all of its construction management services in connection with the Project. The Construction Manager covenants and represents that it has the professional expertise, manpower, and capacity to undertake successfitlly the services that it shalt provide herein to satisfactorily manage and complete the Project. The Owner agrees to furnish or approve, in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. § 11.3 General Conditions For the Preconstruction Phase, AIA Document A201Thr 2007, General Conditions of the Contract for Construction, as revised for this project, shall apply only as specifically provided in this Agreement. For the Construction Phase, the general conditions of the contract shall be as set forth in A201-2007, as revised for this Project, which document is AIA Document Al33TM — 2009 (formerly Al2l lu Me —2003). Copyright ®1991, 2403 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This Al a Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° 2 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:46.46 on 08109f2016 under Order No,9725696B61_1 which expires on 01122/2017, and is notfor resale. User Notes: (929378902) incorporated hercin by reference. The term "Contractor" as used in A201-2007 shall tllean the Construction Manager. ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager's Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2. The Construction Manager's Construction Phase responsibilities are set forth in Section 2.3. The Oxvner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Prcconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Idianager with respect to the Project. (Paragraphs deleted) § 2.1 Preconstruction Phase § 2.1.1 The Construction Manager shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms ofthe other. (Paragraphs deleted) § 2.1.2 Consultation The Construction Manager shall schedule and conduct meetings with the Architect and Owner to discuss such matters as procedures, progress, coordination, and scheduling ofthe Work. The Construction Manager shall advise the Owner and lire Architect on proposed site use and improvements, selection of materials, and building systems and equipment. The Construction Manager shall also provide recommendations consistent with the Project requirements to the Owner and Architect on constructability; availability of materials and labor; time requirements for procurement, installation and construction; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life -cycle data, and possible cost reductions. § 2.1.3 lMien Project requirements in Section 3.1.1 have been sufficiently identified, the Construction Manager shall prepare and periodically update a Project schedule for the Architect's review and the Owner's acceptance. Time Construction Manager shall obtain the Architect's approval for the portion of the Project schedule relating to the performance ofthe Architect's services, The Project schedule shall coordinate and integrate the Construction Manager's services, the Architect's services, other Owner consultants' services, and the Owner's responsibilities and identify items that could affect the Project's timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of commencement and completion required of each Subcontractor; ordering and delivery of products, including those that must be ordered well in advance of construction; and the occupancy requirements of the Owner. § 2.1.4 Phased Construction The Construction Manager shall provide recommendations with regard to accelerated or fast-track scheduling, procurement, or phased construction. Time Construction Manager shall take into consideration cost reductions, cost information, constructability, provisions for temporary facilities and procurement and construction scheduling issues. § 2.1.5 Preliminary Cost Estimates § 2.1.5.1 Based on the 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 or Construction Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems. § 2,1,5.2 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and Architect, estimates of the Cost of the Work of increasing detail and refinement and allowing for the fiirther development of the design until such time as the 0%vner and Construction Manager agree on a Guaranteed Maximum Price for the Work. Such estimates shall be provided for time Architect's review and the Owner's approval. The Construction Manager shall inform the Owner and Architect when estimates of the Cost of the Work exceed the latest approved Project budget and make recommendations for corrective action. § 2.1.6 Subcontractors and Suppliers Init. AIA Document A133oTU — 2009 (formerly A121 T"CWIc -- 2003). Copyright @ 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved WARNING: This Ate Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 3 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 19:06.46 on 0810912016 under Order No.9725696861_1 which expires on 0112212017, and is not for resale. User Notes: (929378902) Tire Construction Manager shall develop bidders' interest in the Project § 2.1.7 The Construction Manager shall prepare, for the Architect's review and the Owner's acceptance, a procurement schedule for items that must be ordered well in advance of construction. The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered well in advance of construction. If the Owner agrees to procure any items prior to the establishment of the Guaranteed Maximum Price, the Owner shall procure the items on terms and conditions acceptable to the Construction Manager. Upon the establishment of the Guaranteed Maximum Price, the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept responsibility for them. § 2,1.8 Extent of Responsibility The Construction Manager shall exercise reasonable care in preparing schedules and estimates. The Construction Manager, however, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require. § 2.1,9 Notices and Compliance with Laws The Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its performance under this Contract, and with equal employment opportunityprograms, and other programs as may be required by governmental and quasi governmental authorities for inclusion in the Contract Documents. § 2.2 Guaranteed Maximum Price Proposal and Contract Time § 2.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager and in consultation with the Architect, the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner's review and acceptatice. T11e Guaranteed Maximum Price in the proposal shall be the suns of the Construction Manager's estimate of the Cost of the Work, including contingcncies described in. Section 2.2.4, and the Construction Manager's Fee. § 2,2.2 To the extent that the Drawings and Specifications are anticipated to require fitrther development by the Architect, the Construction Manager shall provide in the Guaranteed Maximtnn Price for such fitrther development consistent with the Contract Documents and reasonably inferable therefi-onr. Such filrther development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all ofwhich, if required, shall be incorporated by Change {Order. § 2.2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following: ,1 A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of the Contract; .2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, including assutnptians under Section 2.2.2, to supplement the information provided by the Owner and contained in the Drawings and Specifications; .3 A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, allowances, contingency, and the Construction Manager's Fee; .4 The anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based; and .5 A date by which the Owner must accept tile Guaranteed Maximum Price. § 2.2.4 In preparing the Construction Manager's Guaranteed Maximum Price proposal, the Construction Manager shall include its contingency for the Construction Manager's exclusive use to cover those costs considered reimbursable as the Cost of the Work but not included in a Change Order. § 2.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal, In the event that the Owner and Architect discover any inconsistencies or inaccuracies in the information AIA Document A133T"— 2004 (formerly A121 T"Ct11e — 2003). Copyright C) 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA° Document Is protected by U.S. copyright Law and InternationalTreaties. Unauthorized reproduction or distribullon of this Ale 4 Document, or any portion of It, may result in severe civil and erlminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:06:46 on 08/0912016 under Order No.9725696861_1 which expires on OV2212017, and is notfor resale. User Notes: (929378902) presented, they shall promptly notify the Construction Manager, tvhe shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. § 2.2.6 If tine Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price proposal shall be deemed effective without ftirther acceptance from the Construction Manager. Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute t11e Guaranteed Maximum Price Amendment amending this Agreement, a copy of which the Owner shall provide to the Architect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with tite information and assumptions upon which it is based. § 2.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work described in Article 6 prior to the commencement of the Construction Phase, unless the Owner provides prior written authorization for such costs.. § 2.2.8 The Owner shall authorize the Architect to provide the revisions to the Drawings and Specifications to incorporate the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall promptly furnish those revised Drawings and Specifications to the Construction Manager as they are revised. The Construction Manager shall notify the Owner and Architect of any inconsistencies between the Guaranteed Maximum Price Amendment and the revised Drawings and Specifications. § 2.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all sales, consumer, use and similar taxes for the Work provided by the Construction Manager that are legally enacted, whether or not yet effective, at the time the Guaranteed Maximum Price Amendment is executed. § 2.2.10 The Construction Manager's submittal of the Guaranteed Maximum Price proposal for the Owner's review and acceptance shall constitute Construction Manager's representation and warranty to Owner that it has carefully and thoroughly examined the Contract Documents and found them to be reasonably coordinated, complete and suitable for construction of the Work in the Contract Time and for the Guaranteed Maximum Price. § 2.3 Construction Phase § 2.3.1 General § 2.3.1.1 For purposes of Section 8.1.2 of A201-2007, the date of commencement of the Work shat l mean the date of commencement of the Construction Phase. § 2.3.1.2 The Construction Phase shall commence upon tlue Owner's acceptance of the Construction Manager's Guaranteed MSXilttnlil Price proposal or the Owner's issuance of a Notice to Proceed, whichever occurs earlier. § 2.3.2 Administration § 2.3.2.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager's own personnel shall be performed under subcontracts or by other appropriate agreements with the Construction Manager. Tile Owner may designate specific persons from whom, or entities from which, the Construction Manager shall obtain bids. The Construction Manager shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the O%vner. Tile O+veer shall then determine, with the advice of the Construction Manager and the Architect, which bids will be accepted. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. § 2.3.2.2 If the Guaranteed Maxinlutn Price has been established and when a specific bidder (1) is recommended to the Owner by the Construction Manager, (2) is Qualified to perform that portion of the Work, and (3) has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager may require that a Change Order be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount and time requirement of the subcontract or other agreement actually signed with the person or entity designated by the Owner. AIA Document A13311— 2009 (formerly Ai21 T9Cfdc — 2003). Copyright 01991, 2903 and 2009 by The American Institute of Architects. All rights reserved. [nit. WARNING This Ale Document Is protected by U.S. Copyright haw and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of! I, may result in severe civil and criminal penalties, and wlII be prosecuted to the maximum extent possible under the law. r This document was produced by AIA software at 14:06:46 on 0810912016 under Order No.9725696861_1 which expires on 0112212017, and is not for resale. User Notes: (929378902) § 2.3.2,3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If the Subcontract is awarded on a cost-plus a fee basis, the Construction Manager shall provide in the Subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to tine Construction Manager in Section 6.11 below. § 2.3.2.4 If the Construction Manager recommends a specific bidder that may be considered a "related party" according to Section 6. 10, then the Construction Manager shall promptly notify the Owner in writing of such relationship and notify the Owner of the specific nature of the contemplated transaction, according to Section 6.10.2. § 2,3,2,5 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, scheduling, and status of the Work. The Construction Manager shall prepare and promptly distribute minutes to the Owner and Architect. § 2.3.2.6 Upon the execution of the Guaranteed Maximum Price Amendment, the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and submittal schedule in accordance with Section 3.10 of A201-2007. § 2.3.2.7 The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information required by the Owner. The Construction Manager shall also keep and make available to the O►vner and Architect, a daily log containing a record for each day of weather, portions of the Work in progress, number of workers on site, identification of equipment on site, problems that might affect progress of tite work, accidents, injuries, and other information required by the Owner and make available to the Owner and Architect. § 2.3.2.7.1 The Construction Manager shall develop and implement a change order control system using the Internet based Project Management sotlware. § 2.3.2.7,2 The Construction Manager shall establish and implement a Quality Control program including monitoring the duality of all Subcontractors. §2.3.2.7.3 Monitor closely the progress of construction of each subcontractor, prepare a construction schedule report at least monthly, if and as necessary, prepare and subunit recovery schedules. § 2.3.2.7.4 Furnish monthly reports concerning the progress of the work which address: (a) compliance with construction schedule, (b) status of testing and inspection activities performed by the Constructign Manager and Subcontractors, (c) status of shop drawings and submittals, (d) status of change orders, (e ) status of MBEAVBE participation and (i) other matters relating to the progress of work as directed by Owner. § 2.3.2,$ The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect and shall provide this information in its monthly reports to the Owner and Architect, in accordance with Section 2.3.2.7 above. § 2,3.2,9 The Construction Manager shall be available to meet with the Owner's Governing Council as shall be reasonably scheduled by the Owner's designated representative. The Construction Manager shall attend, and, if requested by Owner, shall schedule and lead regular project and construction progress meetings, and conduct regular meetings at the site with each Subcontractor. All meetings shall be held at a location and time convenient to the Owner's Designated Representative. § 2,3.2,10 The Construction Manager shall assume responsibility for project safety in accordance with OSHA requirements. § 2,3.2,11 The Construction Manager shall ensure that existing and new construction, equipment, and improvements are adequately protected from the movement of heavy equipment, suppliers, materials, and pedestrian traffic. AIA Document A133 TU —2009 (formerly A1211°CMc — 2003). Copyright ®1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized rep rod uctlon or distribution of this AIA 6 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:06;46 on 0810912016 under Order No.9725696861_1 which expires on 01122!2017, and is not for resale. User Notes: (929378902) § 2,3.2.12 The Construction Manager shall work with the Owner's personnel to ensure that materials, supplies, equipment and all other items purchased by the Owner and stored at the jobsite are adequately protected from weather. "Protected" means wrapped in weather and water -proofed plastic or similar material, left on pallets or other elevated surface to protect fionl water damage, and any other measures required to safeguard the Owner -purchased material from wild, rain, snow and extremes n1 temperature. § 2.3.2.13 The Construction Manager will work with the Owner to coordinate scheduling, installation of fi miture, fixtures and equipment to be installed by Owner. The Construction Manager will work with the Owner to schedule, stage, and move Owner's personnel and operations into the building in an organized and systematic manner, so as to minimize personnel down-time. § 2.3.2.14 The Construction Manager shall implement procedures for reviewing and processing requests for information or clarifications and interpretations of the Contract Documents; shop drawings, samples, and all other submittals, contract schedule adjustments, change order proposals, proposals for substitutions, payment applications, as -built drawings, and maintenance of logs using the intertiet-based project management software. § 2.4 Professional Services Section 3.12. 10 of A201-2007 shall apply to both the Preconstruction and Construction Phases. § 2.5 Hazardous Materials Section 10.3 of A201-2007 shall apply to both the Preconstruction and Construction Phases. ARTICLE 3 OWNER'S RESPONSIBILITIES § 3.1 Information and Services Required of the Owner § 3.1.1 The Owner shall provide information with reasonable promptness, regarding requirements for and limitations oil the Project, including a written program which shall set forth the Owner's objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems, sustainability and site requirements. § 3.1.2 Prior to the execution of the Guaranteed Maximum: Price Amendment, tine Construction Manager may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. Thereafter, the Construction Manager may only request such evidence if (1) the Owner fails to make payments to the Construction Manager as the Contract Documents require, (2) a change in the Work materially changes the Contract Sun, or (3) the Construction Manager 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 tine portion of the Work affected by a material change. After the Owner finrnislles the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Construction Manager and Architect. § 3.1.3 The Owner shall establish and periodically update the Owners budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1.1, (2) the Owner's other costs, and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project's scope and quality. § 3.1.4 Structural and Environmental Tests, Surveys and Reports. During the Preconstruction Phase, the Owner shall fitrnish the following information or services with reasonable promptness. The Owner shall also fitrnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services. The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 3.1.4.1 The Owner shall furnish tests, inspections and reports required by lav and as otherwise agreed to by the parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. AIA Document A133T" — 2009 (formerly A121T" Clic — 2003). Copyright lD 1991, 2003 and 2009 by The American institute of Architects. Al rights reserved. Init. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this AIA 7 Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible tinder the law. ! This document was produced by AIA software at 14:06:46 on 0810912016 under Order No.9725696661_1 which expires on 0112212017, and is not for resale. User Notes: (929378902) § 3.1.4,2 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The surveys and legal information shall include, asapplicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade,. including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 3.1.4.3 The O%vrter, when such services are requested, shall filrnisln services of geotechnical engineers, which may include but arenot limited to test borings, test pits, determinations of soil bearingvalules, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 3.1.4.4 During the Construction Phase, the Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness alter receiving the Construction Manager's written request for such information or services. § 3.2 Owner's Designated Representative The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The Owner's representative shall render decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 of A201-2007, the Architect does not have such authority. The tern "Owner" means the Owner or the Owner's authorized representative. § 3.2.1 Legal Requirements. The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to nnect the Owner's needs and interests. § 3.3 Architect The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document B103'rm 2007, Standard Form of Agreement Between Owner and Architect, as modified for this Project, including any additional services requested by the Construction Manager that are necessary for the Preconstruction and Construction Phase services under this Agreement. The Owner shall provide the Construction Manager a copy of the executed agreement between the Owner and the Architect, and any fiarther modifications to the agreement. (Prrrcfgiziphs deleted) ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES § 4.1 Compensation § 4.1.1 For the Construction Manager's Preconstruction Phase services, the Owner shall compensate the Construction Manager as follows: § 4.1.2 For the Construction Manager's Preconstruction Phase services described in Sections 2.1 and 2.2: (Insert amount of, or basis for, compensation and include a list of reimbursable cost items, as applicable.) Refer to AIA A142, Exhibit B § 4.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed within ( ) months of the date of this Agreement, through no fault of the Construction Manager, the Construction Manager's compensation for Preconstruction Phase services shall be equitably adjusted. § 4,1,4 Compensation based on Direct Personnel Expense includes the direct salaries of the Construction Manager's personnel providing Preconstruction Phase services on the Project and the Construction Manager's costs for the tnandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. § 4.2 Payments AIA Document A133 T" -- 2009 (Formerly All 21 T"CMe -- 2403). Copyright 01991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 8 Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. j This document was produced by AIA sefh+rare at 14:06:46 on 0810912016 under Order hlo.9725696861_1 which expires on 0112212017, and is not for resale. User Notes; (929378942) § 4.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. § 4.2.2 Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid ( ) days after the invoice date shall bear interest at the rate entered below:(Insert rate of monthly or annual interest agreed upon.) 0 % statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES § 5.1 For the Construction Manager's performance of the Work as described in Section 2.3, the O►vier shall pay the Construction Manager the Contract Stun in current fiends. The Contract Sum is the Cost of the Work as defined in Section 6.1.1 plus the Construction Manager's Fee. § 5.1.1 The Construction Manager's Fee: (State a Iwnp suer, percentage of Cost of the 11"ork or other provision for deterntiiring the Construction Alanager's Fee.) 5 Ela% on Cost of the Work: Bids (Subcontractors / Suppliers), General Conditions, and Change Order Work. (fable deleted) (Paragraphs deleted) § 5.2 Guaranteed Maximum Price § 5.2.1 The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment, as it is amended from time to time. To the extent the Cost of the Work exceeds the Guaranteed Maximum Price, the Construction Manager shall bear such costs in excess of the Guaranteed Maximum Price without rcimbl.[Mul nt or additional compensation from the Owner. (Insert specific provisions rf the Construction Al'anager is to participate in airy scorings.) The savings shall be the difference as of the date of the Final Completion of the Work, between (1) the sum of the Cost of Work and the Contractor's Fee and (2) the Guaranteed Maximum Price. All savings shall be to the benefit of the Owner. § 5,2.2 The Guaranteed Maximum Price is subject to additions and deductions by Change Order as provided in the Contract DOCUluentS and the Date of Substantial Completion shall be subject to adjustment as provided in the Contract Documents. § 5.3 Changes in the Work § 5.3.1 The Owner may, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The Architect may make lnitior changes in the Work as provided itt Section 7.4 of AIA Document A201 2007, General Conditions of the Contract for Construction. The Construction Manager shall be entitled to an equitable adjustment in the Contract Time and Cost as a result of changes in the Work. § 5.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Section 7.3.3 of ALA, Document A201-2007, General Conditions of the Contract for Construction. § 5.3.3 In calculating adjustments to subcontracts (except those awarded with the Owner's prior consent on the basis of cost plus a fee), the terms "cost" and "fee" as used in Section 7.3.3.3 of AIA Document A201 2007 and the term "casts" as used in Section 7.3.7 of AIA Document A201-2007 shall have the meanings assigned to them in AIA Document A20I 2007 and shall not be modified by Sections 5.1 and 5.2, Sections 6.1 through 6.7, and Section 6.8 of this Agreement. Adjustments to subcontracts awarded with the Owner's prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. AIA Document A133TM — 2009 (formerly A121 TOGMc —2003). Copyright ®1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Snit, WARNING: This AIA° Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° 9 Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, 1 This documentwas produced by AIA sofftitare at 14:06:46 on 08/0912016 under Order N0.9725696861_1 which expires on 01/2212017, and is not for resale. User Notes: (929378902) § 5.3.4 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in the above -referenced provisions of AIA Document A201-2007 shall mean the Cost of the Work as defined in Sections 6.1 to 6.7 ofthis Agreement and the term "fee" shall mean the Construction Manager's Fee as defined in Section S.I of this Agreement. § 5,3.5 If no specific provision is made in Section 5.1.2 for adjustment of the Construction Manager's Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Section 5.1.2 will cause substantial inequity to the Owner or Construction Manager, the Construction Manager's Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work, and the Guaranteed Maxinium Price shall be adjusted accordingly. ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE § 6.1 Costs to Be Reimbursed § 6.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Constriction Manager in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in Sections 6.1 through 6.7. § 6,1,2 N here any cost is subject to the Owner's prior approval, the Construction Manager shall obtain this approval prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing Guaranteed Maximum Price Amendment. § 6.2 Labor Costs § 6.2.1 Wages of construction workers directly employed by the Construction Manager to perform the construction of the Work at tine site or, with the Owner's prior approval, at off-site locations. § 6.2.2 The wages or salaries' of Construction Manager's supervisory and administrative personnel with Owner's prior written approval. Also the wages or salaries of Construction Manager's project nnanager and superintendent, regardless of where they are stationed or located, but only for that portion of their time required for the Work. Personnel, rates and time shall be changed by Change Order as Scope of Work changes. (If it is intended that the wages or salaries of certain pei sornrel stationed at the Constr'tiction Manage)'s principal or other et}jtices shall be included in the Cost of the Work, identify in Section 11. 5, the personnel to be included, nt lrether for all or only part oftheir, time, and the rates at nthich theirtinre will be charged to the [fork.) § 6.2.3 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. § 6.2.4 Costs paid or incurred by tine Construction Manager for taxes, insurance, contributions, assessments and benefits required by lav or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the «cork. under Sections 6.2.1 through 6.2.3. § 6.2.5 Bonuses, profit sharing, incentive compensation and any other discretionary payments paid to anyone hired by the Construction Manager or paid to any Subcontractor or vendor, with the Owner's prior approval, § 6.3 Subcontract Costs Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts. § 6.4 Costs of Materials and Equipment Incorporated in the Completed Construction § 6.4.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in the completed construction. § 6.4.2 Costs of materials described in the preceding Section 6.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the completion AIA Document A1337m — 2009 (formerly A121 T CINc — 2003). Copyright '91991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Int, WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA` 1 Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 14:06:46 on 0810912016 under Order No,9725696861_1 which expires on 01/2212017, and is not for resale. User Notes: (929378902) of the Work or, at the Owncr's option, shall be sold by the Construction Manager. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 6.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § 6.5.1 Costs of transportation, storage, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment and ]land tools not customarily owned by construction workers that are provided by the Construction Manager at the site and hilly consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment and tools that are not filly consumed shall be based ort the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not hilly consumed by the Construction Manager shall mean fair market value. § 6.5.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at tite site and costs oftransportation, installation, minor repairs, dismantling and removal. The total rental cost of any Construction Manager -owned item may not exceed the purchase price of any comparable item. Rates of Construction Manager -owned equipment and quantities of equipment shall be subject to the Owner's prior approval. § 6.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § 6.5.4 Costs of document reproductions, document plotting, facsimile transmissions and long-distance telephone calls, postage and parcel delivery charges, telephone service required for the personnel identified in Section 6.2 and reasonable petty cash expenses of the site office. § 6.5.5 That portion of the reasonable expenses of the Construction Manager's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. § 6,5.6 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner's prior approval. § 6.6 Miscellaneous Costs 6.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract. Self-insurance for either full or partial amounts of the coverages required by lite Contract Documents, with the Owner's prior approval. § 642 Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the Construction Manager is liable. § 6.6.3 Fees and assessments for tite building permit and for other permits, licenses and inspections for which the Construction Manager is required by the Contract Documents to pay. § 6.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A201-2007 or by other provisions of the Contract DOCtI111er1tS, and which do not fall within the scope of Section 6.7.3. § 6.6.5 Royalties and license fees paid for the use of a particular design, process or product required by tite Contract Documents; the cost of defending suits or claims for infringement of patent rights arising fi•oin such requirement of the Contract Documents; and payments made in accordance with legal judgments against the Construction Manager resulting from such suits or claims and payments of settlements made with the Owner's consent. However, such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Construction Manager's Fee or subject to the Guaranteed Maximum. Price. If such royalties, fees and costs are excluded by the last sentence of Section 3.17 of AIA Document A201-2007 or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work. § 6.6.6 Costs for electronic equipment, website services, internet services, information technology services and software, directly related to or consumed in the Work with the Owner's prior approval. AIA Document A133T"— 2004 (formerly A121 T"CMe -- 2003). Copyright ®1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA° Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale 1 Document, or any portion of! I, may result Insevere civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA sofhvare at 14:0606 on 08/09/2016 under Order No.9725696801_1 vrh" expires on 0112212017, and is not for resale. User Notes: (929378902) § 6.6.7 Deposits lost for causes other than the Construction Manager's negligence or failure to fitlfill a specific responsibility in tine Contract Documents. § 6.6.8 Legal, mediation and arbitration costs, including attorneys' fees, other than those arising from disputes between the Owner and Construction Manager, reasonably incurred by the Construction Manager and after the execution of this Agreement in the performance of the Work and with the Owner's prior approval, which shall not be unreasonably withheld. § 6.6.9 Subject to the Owner's prior approval, expenses incurred in accordance with tine Construction Manager's standard written personnel policy for relocation and temporary living allowances of the Construction Manager's personnel required for the Work. § 6.6.10 Costs for consumable materials, supplies, equipment, or other items required for the execution of Work, included under this Agreement, as needed by tine supervisory and administrative personnel identified in Section 6.2 whether on site, at principal office, or at other locations. § 6.6.11 Safety material, equipment, consumables and consulting service required for the Work. § 6.6.12 Accountant fees associated with audits under Section 6.11. § 6.7 Other Costs and Emergencies § 6.7.1 Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by the Owner. § 6.7.2 Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Section 10.1 of AIA Document A201-2007. § 6.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to Rilfill a specific responsibility of the Construction Manager and only to the extent that tine cost of repair or correction is not recovered by tine Construction Manager from insurance, sureties, Subcontractors, suppliers, or others. § 6.7.4 The costs described in Sections 6.1 through 6.7 shall be included in the Cost of the Work, notwithstanding any provision of AIA Document A201-2007 or other Conditions of the Contract which may require the Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 6.8. § 6.8 Casts Not To Be Reimbursed § 6.8.1 The Cost of tine Work shall not include the items listed below: .1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction Manager's principal office or offices other than the site office, except as specifically provided in Section 6.2, or as may be provided in Article 11; .2 Expenses of the Construction Manager's principal office and offices other than the site office; .3 Overhead and general expenses, except as may be expressly included in Sections 6.1 to 6.7; .4 The Construction Manager's capital expenses, including interest on tine Construction Manager's capital employed for the Work; .5 Except as provided in Section 6.7.3 of this Agreement, costs due to the negligence or failure of the Construction Manager, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of tine Contract; .6 Any cost not specifically and expressly described in Sections 6.1 to 6.7; .7 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded; and .8 Costs for services incurred during the Preconstruction Phase. § 6.9 Discounts, Rebates and Refunds § 6,9.1 Cash discounts obtained on payments made by the Construction R4anager shall accrue to the Owner if (i) before making the payment, the Construction Manager included them in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited flmds with the Construction Manager with xvhich to make Inst. AIA Document A11331'-2009 (formerly M2170CMc — 2003). Copyright Q 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" 12 Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. r This document was produced by APA software at 14:06:46 on 48/09/2016 under Order No.9725696861_1 which expires on 01/2212017, and is not for resale. User Notes: (929378902) payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, reftinds and amounts received fi om sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be obtained. § 6.9.2 Arnouirts that accrue to the Owner in accordance with the provisions of Section 6.9.1 shall be credited to the Owner as a deduction from the Cost of the Work. § 6.10 Related Party Transactions § 6,10,1 For purposes of Section 6. 10, the term "related party" shall mean a parent, subsidiary, affiliate or other entity having common ownership or management with the Construction Manager; any entity in ,vhich any stockholder in, or management employee of, the Construction Manager owns any interest in excess of ten percent in the aggregate; or any person or entity which has the right to control the business or affairs of the Construction Manager. The term "related party" includes any member of the immediate family of any person identified above. § 6.10.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes file proposed transaction, then the cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods or service from the related party, as a Subcontractor, according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. If the Owner fails to authorize the transaction, the Construction Manager shall procure the `York, equipment, goods or service from some person or entity other than a related party according to the terns of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. § 6.11 Accounting Records The Construction Manager shall keep full and detailed records and accotmts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Construction Manager's records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. The Construction Manager shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law. ARTICLE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES § 7.1 Progress Payments § 7.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Construction Manager as provided below and elsewhere in the Contract Documents. § 7.1.2 The period covered by each Application for payment shall be one calendar month ending on the last day of the (Paragraphs deleted) month. § 7.1,3 Provided that an Application for Payment is received by the Architect not later than the First day of a month, the Owner shall make payment of the certified amount to the Construction Manager not later than the Tenth day of the following month. if an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner as soon as the necessary approvals can reasonably be attained, not later than Forty-five ( 45 ) days after the Architect receives the Application for Payment. (Federal, state or local farts may )equire payment within a certain period of trine) § 7.1.4 With each Application for Payment, the Constriction Manager shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, Subcontractor's Application for Payment cover sheet, and any other evidence reasonably required by the Owner or Architect to demonstrate that cash disbursements already made by the Construction Manager ort account of the Cost of the Work equal or exceed progress payments already received by the Construction Manager, less that portion of those payments attributable to the Construction Manager's Fee, plus payrolls for the period covered by the present Application for Payment. AIA Document A1133 TU — 2009 (formerly A121T CI4lc — 2063). Copyright @ 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARMING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' 13 Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA sofh-rare at 14:06:46 on 08/09/2016 under Order No.9725696861_1 which expires on 01122/2017, and is not for resale. User Notes: (929378902) § 7.9,5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Construction Manager's Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Construction Manager's Applications for Payment. § 7.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed, or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Construction Manager on account of that portion of the Work for which the Construction Manager has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 7.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201-2007; ,2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 Add the Construction Manager's Feeless retainage of five percent (5%).. The Construction Manager's Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1 .4 Subtract retainage of five percent (5%) from that portion of the Work that the Construction Manager self -performs; .5 Subtract the aggregate of previous payments made by the Owner; .6 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by Section 7.1.4 to substantiate prior Applications for Payment, or resulting from error's subsequently discovered by the Oivi>er's auditors in such documentation; and .7 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201 2007, as modified for this Project. .8 Subtract retainagc of five percent (5%) of all amounts except for the Construction Manager's Fee, its General Conditions, or other amounts provided for in the Agreement. § 7.1.8 The Owner and Construction Manager shall agree upon (1) a mutually acceptable procedure for review and approval of payments to Subcontractors, the Construction Manager shall execute subcontracts in accordance with those agreements. Five percent (5%) retainage shall be withheld on all Subcontractors. No Retainage shall withheld from payments to Suppliers or Construction Manager's Consultants. § 7,1.9 Except with the Owner's prior approval, the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 7.1.10 111 taking action on the Construction Manager's Applications for Payment, the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager and shall not be deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 7.1.4 or other supporting data; that the Architect has made exhaustive or continuous on-site inspections; or that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. AIA Document A133T° — 2009 (formerly A121—CMc — 2003). Copyright t91991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This Ate Document Is protected by U.S. Copyright Law and IntemationaI Treaties. Unauthorized reproduction or distribution of this AIA 14 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. j This document was produced by AiA software at 14:06:46 on 08109/2016 under Order No.9725695861_1 which expires on 01/22/2017, and is not for resale. User Notes: (929378902) § 7.2 Final Payment § 7.2.1 Final payment, constituting the entire Unpaid balance of the Contract Sum, shall be made by the Oivner to the Construction Manager when .1 the Constriction Manager has ftilly performed the Contract except for the Construction Manager's responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201-2007, acid to satisfy other requirements, if any, which extend beyond final payment; .2 [lie Construction Manager has submitted a final accounting for the Cost of the Work and a final Application for Payment; and .3 a final Certificate for Payment has been issued by the Architect. The O%Nmer's final payment to the Construction Manager shall be made no later than Thirty (30) days atter the issuance of the Architect's final Certificate for Payment. § 7.2.2 The O'wner's auditors will review and report in writing on the Construction Manager's final accounting within 30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such Cost of the Work as the Owner's auditors report to be substantiated by the Construction Manager's filial accounting, and provided the other conditions of Section 7,2.1 Have been met, the Architect will, within seven days after receipt of the written report of the Oivner's auditors, either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and ONvner in writing of (lie Architect's reasons for withholding a certificate as provided in Section 9.5.1 of the AIA Document A201-2007. The tinie periods stated in this Section supersede those stated in Section 9.4.1 ofthe AIA Document A20 t--2007. The Architect is not responsible for verifying the accuracy of the Construction Manager's filial accounting. § 7.2.3 If tine Owner's auditors report the Cost of the Work as substantiated by the Construction Manager's filial accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Section 15.2 of A201-2007. A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment. Failure to request mediation within this 30 -day period shall result in the substantiated amount reported by file Owner's auditors becoming binding on tine Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Architect's final Certificate for Payment. § 7.2.4 If, subsequent to filial payment and at the OUvner's request, the Co11StrUeti0l1 Manager incurs costs described in Section 6. 1.1 and not excluded by Section 6.8 to correct defective or nonconforming Work, the Owner shall reimburse the Constniction Manager such costs and tine Construction Manager's Fee applicable thereto ori the same basis as if such costs had been incurred prior to final payment, but not in excess of time Guaranteed Maximum Price. If the Construction Manager has participated in savings as provided in Section 5.2.1, the amount of such savings shall be recalculated and appropriate credit given to the Ouvmier in determining the net amount to be paid by the Owner to the Construction Manager. ARTICLE 8 INSURANCE AND BONDS For all phases of the Project, the Construction Manager and the Owner shall purchase acid maintain insurance, and the Construction Manager shall provide bonds as set forth in Article I1 of AIA Document A201-2007. (Skate boncling requirements, if any, and limits of liability for insurance r equhed in Ar7icle 11 of AIA Document A201-2007.) Tyke of Insurance or Bond Limit of Liability or Bond Amount ($0.00) Comprehensive General Liability with policy limits of not less than Two Million Dollars ($$2,000,000.00) for each occurrence and in the aggregate for bodily injury acid property damage. Automobile Liability covering owned and rented vehicles operated by the Construction Manager with policy limits of not less than Two Million Dollars ($2,000,000,00) combined single limit and aggregate for bodily injury and property damage. AIA Document A133'° — 2809 (formerly A121 T°CMe — 2003), Copyright* 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA``' � � Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the Paw. t This documentwas produced by AIA sofhvare at 14:06:46 on 08/0912016 under Order No.9725698661_1 which expires on 01/22/2017, and is not for resale. User Notes: (929378902) The Construction 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 e of coverage as required or the individual policies. %Vorker's Compensation at statutory limits and Employers Liability with a policy limit of not less than One Million Dollars ($1,000,000.00) Payment and Performance Bond. Bond amount shall be based on the value of the Guaranteed Maximum Price. ARTICLE 9 DISPUTE RESOLUTION § 9.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 9 and Article 15 of A201-2007. However, for Claims arising from or relating to the Construction Manager's Preconstruction Phase services, no decision by the Initial Decision Maker shall be required as a condition precedent to mediation or binding dispute resolution, and Section 9.3 of this Agreement shall not apply. § 9.2'lie parties shall endeavor to resolve their disputes by mediation which, unless the parties mutually agree otherwise shall be administered by the parties. A request for mediation slialI be made in writing and delivered to the other party to the Contract. The request may be made concurrently with the filing of litigation, but in the event litigation is filed, the mediation shall proceed in advance of litigation, which shall be stayed pending mediation. Written agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. [ ] [ X ] Litigation in a court of competent jurisdiction § 9.3 (Paragraph deleted) Any Mediation or trial rising out of or relating to the Contract shall be commenced and conducted in Ada County, Idaho. ARTICLE 10 TERMINATION OR SUSPENSION § 10.1 Termination Prior to Establishment of the Guaranteed Maximum Price § 10.1.1 Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days' written notice to the Construction Manager for the Owner's convenience and without cause, and the Construction Manager may terminate this Agreement, upon not less than seven days' written notice to the Owner, for tile reasons set forth in Section 14. 1.1 of A201-2007. § 10.1.2 In the event of termination of this Agreement pursuant to Section I0.1.1, tl►e Construction Manager shall be equitably compensated for Preconstruction Phase services performed prior to receipt of notice of termination. In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 4.1. § 10.1.3 If the Owner terminates the Contract pursuant to Section 10.1. l after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay to the Construction Manager an amount calculated as follows, which amount shall be in addition to any compensation paid to the Construction Manager under Section 10.1.2: .1 Take the Cost of the 'Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at file rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Inst. AIA Document A1337"-2009 (formerly A121 TuCMc --2003). Copyright ®1991, 2003 and 2009 by The American Institute of Architects. All rights reserved WARNING: This Ale Document Is protected by U,S. Copyright Law and International Treaties. unauthorized reproduction or distribution of thus AIA 16 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible arnderthe law. This document was produced by AIA sofhvare at 14:06:46 on 0810912016 under Order No.97256968611_1 which expires on 01122!2017, and is not for resale. User Notes: (929378902) Section, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services. The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager which the O%smer elects to retain and which is not otherwise included in the Cost of the Work under Section 10.1.3.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits ofthe Construction Manager under such subcontracts or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. If the Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the Owner will reimburse or indelmnify the Construction Manager for all costs arising tinder the subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner chooses not to accept assignment of any subcontract, purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager will terminate the subcontract, purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination. § 10,2 Termination Subsequent to Establishing Guaranteed Maximum Price Following execution of the Guaranteed Maximum Price Amendment and subject to the provisions of Section 10.2, l and 10.2.2 below, the Contract may be terminated as provided in Article 14 of AIA Document A201-2007. § 10.2.1 If the Owner terminates lite Contract after execution of the Guaranteed Maximum Price Annendntent, the amount payable to the Construction Manager pursuant to Sections 14.2 and 14.4 of A201-2007 shall not exceed the amount the Construction Manager would otherwise have received pursuant to Sections 10.1.2 and 10, 1.3 of this Agreement. § 10.2.2 If the Construction Manager terminates the Contract after execution of the Guaranteed Maximum Price Anmendment, the annount payable to the Construction Manager under Section 14. t.3 of A201-2007 shall not exceed the amount the Construction Manager would otherwise have received under Sections 10. 1.2 and 10. 1.3 above, except that the Construction Manager's Fee shall be calculated as if the Work had been fully completed by the Construction Manager, utilizing as necessary a reasonable estimate of the Cost of the `York for Work not actually completed. § 10.2.3 The parties acknowledge that the Project is located on a parcel of real property which shall be gifted to Owner by a third party (or parties). Since the gift of said real property has not yet been completed, the Owner shall have the right to terminate the Contract in the event Owner determines that it is unable to obtain clear title to such real property via gift. In the event of such a termination, the Construction Manager shall be equitably compensated for services performed prior to receipt of a notice of termination. In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 4.1. § 10.3 Suspension If Owner is unable to obtain clear title to the real property upon which the Project is located prior to the time work on the site is required, Owner shall have the right to suspend the Work until such gift is completed. Otherwise, the Work may be suspended by the Owner or the Construction Manager as provided in Article 14 of AIA Document A201-2007, as modified for this Project, and in such case, the Guaranteed Maxintl,tn Price and Contract Time shall be increased as provided in Section 14.3.2 of AIA Document A201-2007, as modified for this Project, except that the term "profit" shall be understood to mean the Construction Manager's Fee as described in Section 5.1 and 5.3.5 of this Agreement. ARTICLE 11 MISCELLANEOUS PROVISIONS § 11,1 Terms in this Agreement shall have the same meaning as those in A201-2007, as modified for this Project. AIA Document A133T" —2009 (formerly A121 T"MCMC — 2003). Copyright O 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIAe Document Is protected by U.S. Copyright Law and Into mail on al Treaties. Unauthorized reproduction or distribution of this Ale f7 Document, or any portion of it, may result In severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law, f This document was produced by AIA sofhvare at 14:06:46 on 0 810 912 0 1 6 under Order No.9725696861_1 which expires on 01/22/2017, and is not for resale. User Notes: (929378902) § 11.2 Ownership and Use of Documents Section 1.5 of A201-2007, as modified for this Project shall apply to both the Preconstruction and Construction Phases. § 11.3 Governing Law Section 13.1 of A201-2007, as modified for this Project shall apply to both the Preconstruction and Construction Phases. § 11.4 Assignment The 0lvller and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Construction Manager shall assign this Agreement without the written 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 this Agreement. Except as provided in Section 13.2.2 of A201 2007, as modified for this Project, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to male such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 11.5 Other provisions: The Rates are set per calendar year and subject to a three (3) percent cost of living increase every January 1' for the following year. §11.5.1 Owner shall have the right to directly communicate with any person or entity related to the Project about any matter, whether or not such matter is related to the Project; provided, however, binding communications under this Agreement shall only be made through the proper protocols set forth in this Agreement, Owner shall not interfere with the Construction Manager's coordination of its Subcontractors and Suppliers. Construction Manager shall not prohibit, limit or condition any employee or subcontractor of any tier, or any other person, fi•om separately communicating with Owner for any matter or purpose, whether or not such matter is related to the Project, except where OwNgier has interfered with Construction Manager's coordination and management of its Subcontractors or Suppliers §11.5.2 In the event ofany controversy, claim or action being filed or instituted between the parties to interpret or enforce the terms of this Agreement or arising fi•om the breach of any provision hereof (whether sounding in tort, contract or otherwise), the prevailing party shall be entitled to receive from the other party reasonable attorneys' fees, court costs, expert witness fees and other costs and expenses of such action in any appeal there from. ARTICLE 12 SCOPE OF THE AGREEMENT § 12.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, cither written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. § 12.2 The following documents comprise the Agreement. .1 AIA Document A133-2009, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, as modified for this Project .2 AIA Document A201-2007, General Conditions of the Contract for Construction, as modified for this Project .3 Intentionally Deleted .4 Intentionally Deleted .5 Other documents:. (List other documents, if any, forming part of the Agreement) AIA Document A13311— 2009 (formerly A121 T"CMc — 2003). Copyright ®1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA° Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° 1 s Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. t This document was produced byAIA solMare at 14:06:46 on 08/09/2016 under Order No.9725696661_1 which expires on 0112212017, and is not for resale. User Notes: (929378902) ARTICLE 13 §13.1 The Owner reserves the right to review and ►►edit Construction l4anager's records in regards to Materials, costs, services or goods that are supplied or provided in pursuit of this Agreement. This request may be exercised at any time during the course of the Agreement, before final payment, or within 90 days of the conclusion of the Agreement, The failure to provide such records upon the reasonable demand of the Owner shall be considered a cause for breach of the Agreement and may be cause for termination and damages or liquidated damages to the Owner. This Agreement' entered it as of the day and year first written above. N Signal te) CONSTRU ION M AGER (,Signalm A 1r. Neal H. Russell President (Pf•blled naive aht title) (P,rinted name and title) AIA Document A133TM —2009 (formerly A1217OCMc — 2003). Copyright O 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. hilt. WARNING: This Ale Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° 19 Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. / This document was produced by AIA software at 14:06:46 on 08/09/2016 under Order No.9725696861_1 which expires on 01/22/2017, and is not for resale. User Notes: (929378902) = '= Document A201"m - 2001 General Conditions of the Contract for Construction for the following PROJECT: (Naine and location or address) Bainbridge Park Meridian, Idaho ADDITIONS AND DELETIONS: The author of this document has THE OWNER., added information needed for its (Nanfe, legal status and address) completion. The author may also City of Meridian have revised the text of the original Meridian, Idaho 83642 AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the THE ARCHITECT; standard form text is available from (Name, legal status acrd address) the author and should be reviewed. A vertical line in the left margin of this TABLE OF ARTICLES document indicates where the author has added necessary intormation 1 GENERAL PROVISIONS and where the author has added to or deleted from the original AIA text. 2 OWNER This document has important legal 3 CONTRACTOR consequences. Consultation with an attorney is encouraged with respect 4 ARCHITECT to its completion or modification. 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES AIA Document A201 T" — 2007. Copyright P 1911, 1915, 1918, 1925, 1937, 1351, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties, Unauthorized 1 reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 1 maximum extent possible under the law. This documentwas produced byAIA sofhvare at 15:03:46 on 07/1312016 under Order tlo.9725696861 1 which expires on 0112212017, and is not for resale. User Notes: (1515335768) INDEX (Topics and numbers in bold are section headings.) Acceptance of Nonconforming 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, I2.1 Accident Prevention 10 Acts and ©missions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 10.2.8, 13.4.2, 13.7, 14.1, 15.2 Addenda 1.1.1, 3.11 Additional Costs, Claims for 3.7.4, 3.7.5, 6.1.1, 7.3.7.5, 10.3, 15.1.4 Additional Inspections and Testing 9.4.2, 9.8.3, 12.2.1, 13.5 Additional Insured 11.1.4 Additional Time, Claims for 3.2.4,3.7.4,3.7.5,3.10.2,8.3.2,15.1.5 Administration of the Contract 3.1.3, 4.2, 9.4, 9.5 Advertisement or Invitation to Bid 1,1.1 Aesthetic Effect 4.2.13 Allowances 3.8, 7.3.8 All-risk Insurance 11.3.1, 11.3.1.1 Applications for Payment 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7, 9.10, 11.1.3 Approvals 2.1.1, 2.2.2, 2.4, 3.1.3, 3.10.2, 3.12,$, 3.12.9, 3.12.10, 4.2.7, 9.3.2, 13,5.1 Arbitration 8.3.1,11.3.10,13.1,15.3.2,15.4 ARCHITECT 4 Architect, Definition of 4.1.1 Architect, Extent of Authority 2.4, 3.12.7, 4.1, 4.2, 5.2, 6.3, 7.1.2, 7.3.7, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.5.1,13.5.2,14.2.2,14.2,4,15.1.3,15.2.1 Architect, Limitations of Authority and Responsibility 2,1.1,3.12.4,3.12.8,3.12.10,4.1.2,4.2.1,4.2.2,4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5,2.1, 7.4, 9.4.2, 9.5.3, 9.6.4, 15.1.3, 15.2 Architect's Additional Services and Expenses 2.4,11.3.1.1,12.2.1,13.5.2,13.5.3,14.2.4 Architect's Administration of the Contract 3.1.3, 4.2, 3.7.4, 15.2, 9.4.1, 9.5 Architect's Approvals 2.4, 3.1.3, 3.5, 3.10.2, 4.2, 7 Architect's Authority to Reject Work 3.5, 4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.1.7, 1.5 Architect's Decisions 3.7.4, 4.2.6, 4.2.7, 4.2. I 1, 4.2.12, 4.2,13, 4.2.14, 6.3, 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4.1, 9.5, 9.8.4, 9.9.1, 13.5.2, 15.2, 15.3 Architect's Inspections 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5 Architect's Instructions 3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.5.2 Architect's Interpretations 4.2.11, 4.2.12 Architect's Project Representative 4.2.10 Architect's Relationship with Contractor 1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4, 3.7.5, 3.9.2, 3.9.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 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, 1 L3.7, 12, 13.4.2, 13.5, 15.2 Architect's Relationship with Subcontractors 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3.7 Architect's Representations 9.4.2, 9.5.1, 9.10.1 Architect's Site Visits 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 99.2, 9.10.1, 13.5 Asbestos 10.3.1 Attorneys' Fees 3.18.1, 9.10.2, 10.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1, 5.2.1, 11.4.1 Binding Dispute Resolution 9.7, 11.3.9, 113.10, 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, Lien 7.3.7.4, 9.10.2, 9.10.3 Bonds, Performance, and Payment 7.3.7.4, 9.6.7, 9.10.3, 11.3.9, 11.4 Building Permit 3.7.1 AIA Document A201 Tm — 2007. Copyright 41911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American tnft. institute of Architects. All rights reserved. WARNING: This AIAa Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 2 reproduction or distribution of this AIAs Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced byAIA sofWare at 15:03:45 on 07/1312016 under Order No.9725696861_1 which expires on 01122!2017, and is notfor resale. User Notes: (1515335768) Capitalization 1,3 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Certificates for Payment 4.2.1, 4.2,5, 4.29, 933, 9.4, 9.5, 9.6.I, 9.6.6, 9.7, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.3 Certificates of Inspection, Testing or Approval 13.5.4 Certificates of Insurance 9.10.2, 11.1.3 Change Orders 1.1.1,2.4,3.4.2,3.7.4,3.8.2.3,3.11,3.12.8,4.2.8, 5.2.3,7.1.2,7.1.3,7.2,7.3.2,7.3.6,7.3.9,7.3.10,8.3.1, 9.3.1.1, 9.10.3, 10.3.2, 11.3.1.2, 11.3.4, 11.3.9, 1.2.1.2, 15.1.3 Change Orders, Definition of 7.2,1 CHANGES IN THE WORK 2.2.1, 3,11, 4.2.8, 7, 7.2.1, 7.3.1, 7.4, 8.3.1, 9.3.1.1, 11.3.9 Claims, Definition of 15.1.1 CLAIMS AND DISPUTES 3.2.4, 6.1.1, 6.3, 7.3.9, 9.3.3, 9.10.4, 10.3.3, 15, 15.4 Claims and Timely Assertion of Claims 15.4.1 Claims for Additional Cost 3.2.4, 3.7.4, 6.1.1, 7.3.9, 10.3.2, 15.1.4 Claims for Additional Time 3.2.4, 3.7.4, 6.1.1, 8.3.2, 10.3.2, 15.1.5 Concealed or Unknown Conditions, Claims for 3.7.4 Claims for Damages 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1,. 11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 Claims Subject to Arbitration 15.3.1, 15.4.1 Cleaning Up 3.15, 6.3 Commencement of the 'Work, Conditions Relating to 2.2.1, 3,2.2, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 5.2.1, 5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 111, 11.3.1, 11.3.6, 1 1.4.1, 15.1.4 Commencement of the Work, Definition of 8.1.2 Communications Facilitating Contract Administration 3.9.1, 4,2.4 Completion, Conditions Relating to 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1, 9.10, 12.2, 13.7, 14.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 13.7 Compliance with Laws 1.6, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 10.2.2, 11. 1, 11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14. 1. 1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Contract 1.1.1, 6.1.1, 6.1.4 Consent, Written 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.3.1, 13.2, 13.4.2, 15.4.4.2 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1.1.1, 3.4.2, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3, 9.3.1.1 Construction Schedules, Contractor's 3.10, 3,12.1, 3.12.2, 6.1.3, 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, 11.39, 14 Contract Administration 3.1.3, 4, 9.4, 9.5 Contract Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.3.6, 11.4.1 Contract Documents, Copies Furnished and Use of 1.5.2, 2.2.5, 5.3 Contract Documents, Definition of 1.1.1 Contract Sunt 3.7.4, 3.8, 5.2.3, 7.2, 73, 7.4, 9.1, 9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.3.1, 14.2.4, 14.3.2, 15.1.4, 15.2.5 Contract Sum, Definition of 9.1 Contract Time 3.7.4, 3.7.5, 3.10.2, 5.2.3, 7.2.1.3, 7.3.1, 7.3.5, 7.4, 8.1.1, 8.2.1, 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, 6.1.2 AIA Document A201 T — 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1851, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Irtit. Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or dlstributlon of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted tothe f maximum extent possible under the late. This documentwas produced by AIA software at 15:03:46 on 0 711 312 01 6 under Order No.9725696861_1 which expires on 0112212017, and is not for resale. User Notes: (1515335768) 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, I0.2, 10.3, 11.1.1, 11.3.7, 14.1, 14.2.1.1 Contractor's Liability Insurance 11.1 Contractor's Relationship with Separate Contractors and Owner's Forces 3.12.5, 3.14.2, 4.2.4, 6, 11.3.7, 12.1.2, 12.2.4 Contractor's Relationship with Subcontractors 1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2, 11.3.1.2, 11.3.7, 11.3.8 Contractor's Relationship with the Architect 1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4, 3.10, 3.11, 3.12, 3.16, 3.18, 4.13, 4.2, 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 Contractor'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 Contractor'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 Cont -actor's Review of Contract Documents 3.2 Contractor's Right to Stop the Work 9.7 Contractor's Right to Terminate the Contract 14.1, 15.1.6 Contractor's Submittals 3. 10, 3. 11, 3.12.4, 4.2.7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.4.2 Contractor's Superintendent 3.9, 10.2.6 Contractor's Supervision and Construction Procedures 1. 2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 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 Coordination and Correlation 1.2, 3.2.1, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1 Copies Furnished of Drawings and Specifications 1.5, 2.2.5, 3.11 Copyrights 1.5, 3.17 Correction of Work 2.3, 2.4, 3.7.3, 9.4.2, 9.8.2, 9.83, 9.9.1, 12.1.2, 12,2 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.7 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, 7.3.7, 7.3.8, 7.39, 9.10.2, 10.3.2, 10.3.6, 11.3, 12.1.2, 12.2.1, 12.2.4, 13.5, 14 Cutting and Patching 3.14, 6.2.5 Damage to Construction of Owner or Separate Contractors 3.14.2, 6.2.4, 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, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11. 3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 Damages for Delay 6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2 Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2,13, 15,2, 6.3, 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2,14.2.2,14.24,15.1, 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, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Definitions 1. 1, 2.1.1, 3.1.1, 3.5, 3.12.1, 3.12.2, 3.12.3, 4. 1. 1, 15.1.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1 Delays and Extensions of Time 3.2, 3.7.4, 5.2.3, 7.2.1, 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 6.3, 7.3.9, 15.1, 15.2 Documents and Samples at the Site 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Use and Ownership of 3.11 Effective Date of Insurance 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, 39, 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 or 1. 1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 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, 14.2.1.1, 14.2.1.2 AIA Document A201T -- 2607. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIAs Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document,. or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 4 ! maximum extent possible under the law. This documentwas produced byAlA sofhvare at 15:03:46 on 0 711 312 0 1 6 under Order No.9725696861_1 which expires on 01/2212017, and is not for resale. User Notes: (1515335768) 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 3.2.4,3.7.4,5.2.3,7.2.1,7.3,7.4,9.5,1,9.7, 10.3.2, 10.4, 14.3, 15.1.5, 15.2.5 Failure of Payment 9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.3.1, 11.3.5, 12.3, 14.2.4, 14.4.3 Financial Arrangements, Owner's 2.2.1, 13.2.2, 14.1.1.4 Fire and Extended Coverage Insurance 11.3.1.1 GENERAL PROVISIONS 1 Governing Lary 13.1 Guarantees (See Warranty) Hazardous Materials 10.2.4,10.3 Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3.17, 3.18, 9.10.2, 10.3.3, 10.3.5, 10.3.6, 11.3.1.2, 11.3.7 Information and Services Required of the Owner 2.1.2, 2.2, 3.2.2, 3.12.4, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.6.1, 9.6.4, 9.9.2, 9.103, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2, 14.1.1 A, 14.1.4, 15.1.3 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker, Decisions 14.2.2, 14.2.4, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Initial Decision Maker, Extent of Authority 14.2.2, 14.2.4, 15.1.3, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Injury or Damage to Person or Property 10.2.8, 10.4 Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.5 Instructions to Bidders 1,1.1 Instructions to the Contractor 3.2.4, 3.3.1, 3.8.1, 5.2.1, 7, 8.2.2, 12, 13.5.2 Instruments of Service, Definition of 1.1.7 Insurance 3.18.1,6.1.1,7.3.7,9.3.2,9.8.4,9.9.1,9.10.2, 11 Insurance, Boiler and Machinery 11,3.2 Insurance, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.2, 11.1.2 Insurance, Loss of Use 11.3.3 Insurance, Owner's Liability 11.2 Insurance, Property 10.2.5, 11.3 Insurance, Stored Materials 9.3.2 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1 Intent of the Contract Documents 1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4 Interest 13,6 Interpretation 1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15. 1.1 Interpretations, Written 4.2.11, 4.2.12, 15.1.4 Judgment on Final Award 15.4.2 Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2,10.2.1,10.2.4,14.2.1.1,14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 9.9. 1, I0.2.2,11.1.1,11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14, 15.2.8, 15.4 Liens 2.1.2, 9.3.3, 9.10.2, 9.10.4, 15.2.8 Limitations, Statutes of 12.2.5, 13.7, 15.4.1.1 Limitations of Liability 2.3, 3.2.2, 3.5, 3. 12.10, 3.17, 3.18.1, 4.2.6, 4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 10.2.5, 10.3.3, 11.1.2, 11.2, 11.3.7, 12.2.5, 13.4.2 Limitations of Time 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 5.2, 5.3, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.3.1.5, 11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15 Loss of Use Insurance 11.3,3 Material Suppliers 1.5, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5 Materials, Hazardous 10.2.4, 10,3 AIA Document A20IM— 2067. Copyright@ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American brit. institute of Architects. All rights reserved. WARNING: This Ale Document Is protected by U.S. Copyright Law anti International Treaties. Unauthorized 5 reproduction ordlstribution of this AIA® Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent posslble under the law. This document was produced byAlAsofhvare at 15:03:46 on 07/13/2016 under Order No.9725696861H1 which expires on 01/2212017, and is not for resale. User Notes: (1515935768) Materials, Labor, Equipment and 1.1.3, 1.1.6, 1.5.1, 3.4.1, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 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, 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2 Mechanic's Lien 2.1.2, 15.2.8 Mediation 8.3.1, 10.3.5, 10.3.6, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4.1 Minor Changes in the Work 1.1.1, 3.12.8, 4.2.8, 7.1, 7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1,1 Modifications to the Contract 1.1.1, 1.1.2,3.11,4.1.2,4.2.1, 5.2.3, 7, 8.3.1, 9.7, 10.3.2, 11.3.1 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.6.6, 9.9.3, 12.3 Nonconforming Work, Rejection and Correction of 2.3, 2.4, 3.5, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Notice 2.2.1,2.3,2.4,3.2.4,3.3.1,3.7.2,3.12.9,5.2.1,9.7, 9.10, 10.2.2, 11.1.3, 12.2.2.1, 13.3, 13.5.1, 13.5.2, 14.1, 14.2, 15.2.8, 15.4.1 Notice, Written 2.3,2.4,3.3.1,3.9.2,3.12.9,3.12.10,5.2.1,9.7,9.10, 10.22, 10.3, 11.1.3, 11.3.6, 12.2.2.1, 13.3, 14, 15.2.8, 15.4.1 Notice of Claims 3.7.4, I0.2.8, 15.1.2, 15.4 Notice of Testing and Inspections 13.5.1, 13.5.2 Observations, Contractor's 3.2, 3.7.4 Occupancy 2.2.2, 9.6.6, 9.8, 11.3.1.5 Orders, Written 1.1.1, 2.3, 3.9.2, 7, 8.2.2, 11.39, 12.1, 12.2.2.1, 13.5.2, 14.3.1 OWNER 2 Owner, Definition of 2.1.1 Owner, Information and Services Required of the 2.1.2, 2.2, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.3, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4, 15.1.3 Owner's Authority 1.5,2.1.1,2.3,2.4,3.4.2,3.81,3.12.10,3.14.2,4.1.2, 4.1.3, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.3, 11.3.10, 12.2.2, 12.3, 13.2.2,14.3,14.4,15.2.7 Owner's Financial Capability 2.2.1, 13.2.2, 14.1.1.4 Owner's Liability Insurance 11.2 Owner's Relationship with Subcontractors 1. 1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2 Owner's Right to Carry Out the Work 2.4, 14.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction and to Award Separate Contracts 6.1 Owner's Right to Stop the Work 2.3 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1.1.1, 1.1.6, 1.1.7, 1,5, 2.2.5, 3.2.2, 3.11, 3.17, 4.2.12, 5.3 Partial Occupancy or Use 9.6.6, 9.9, 1 1.3.1.5 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 Payment, Applications for 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5, 9.6.3, 9.7, 9.8.5, 9.10.1, 14.2.3, 14.2.4, 14.4.3 Payment, Certificates for 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4 Payment, Failure of 9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Payment, Final 4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 12.3, 13.7, 14.2.4, 14.4.3 Payment Bond, Performance Bond and 7.3.7.4, 9.6.7, 9.10.3, 11.4 Payments, Progress 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3 PAYMENTS AND COMPLETION 9 Payments to Subcontractors 5.4.2, 9.5.1.3, 9.62, 9.6.3, 9.6.4, 9.6.7, 14.2.1.2 PCB 10.3.1 AIA Document A201T°-2007. Copoght01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. Alf rights reserved. WARNING: This Ale Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the f maximum extent possible under the law. This document was produced by AIA software at 15:03:46 on 07/1312016 underCrder No.9725696661_1 which expires on 0112212017, and is not for resale, User Notes: (1515335768) Performance Bond and Payment Bond 7.3.7.4, 9.6.7, 9.10.3, 11.4 Permits, fees, Notices and Compliance with Laws 2.2.2, 3.7, 3.13, 7.3.7.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12,2 Prod act Data and Samples, Shop Drawings 3.11, 3.12, 4.2.7 Progress and Completion 4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.3 Progress Payments 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3 Project, Definition of 1.1.4 Project Representatives 4.2.10 Property Insurance I0.2.5, 11.3 PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Laws 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,t3.6,14, 15.2.8, 15.4 Rejection of Work 3.5, 4.2.6, 12.2.1 Releases and Waivers of Liens 9. t0.2 Representations 3.2.1, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.8.2, 9.10.1 Representatives 2.I.I,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 Responsibility for Those Performing the Work 3.3.2, 3.18, 4.2.3, 5.3, 6.1.3, 6.2, 6.3, 9.5.1, 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 3.2, 3.12.7, 6.1.3 Review of Contractor's Submittals by Owner and Architect 3.10.1,3.10.2,3.11, 3.12,4.2,5.2,6.1.3,9.2,9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12 Rights and Remedies 1.1.2, 2.3, 2.4, 3,5, 3.7.4, 3.15.2, 4.2.6, 5.3, 5.4, 6. 1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.25, 10.3, 12.2.2, 12.2.4, 13.4, 14, 15.4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4.1 Safety of Persons and Property 10.2, 10.4 Safety Precautions and Programs 3.3.1, 4.2.2, 4.2.7, 53, 10.1, 10.2, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, Construction. 3 . 10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Separate Contracts and Contractors 1.1.4, 3.12.5, 3.14,2, 4,2.4, 42.7, 6, 8.3.1, 12.1.2 Strop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.1 I, 3.12, 4.2.7 Site, Use of 3.13, 6.1.I, 6.2.1 Site Inspections 3.2.2,3.3.3,3.7.1,3.7.4,4.2,9.4.2,9.10.1, 13.5 Site Visits, Architect's 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 Special Inspections and Testing 4.2.6, 12.2.1, 13.5 Specifications, Definition of 1.1.6 Specifications 1.1.1, 1.1.6, 1.2.2, 15, 3.11, 3.1110, 3.17, 4.2.14 Statute of Limitations 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 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS S Subcontractors, Work by 1.2.2,3.3.2,3.12.1,4.2.3,5.2.3,5.3,5.4,9.3.1.2,9.6.7 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 14.1, 14.2.1 Submittals 3,10, 3.11, 3.12, 4.2.7, 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, 4.2.7 Subrogation, Waivers of 6.1.1, 11.3.7 AIA Document A201 TU —2007. Copyright 01911, 1915, 1918, 1923, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American [nit. Institute of Architects. NI rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 7 reproduction or distribution of this Ale Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced byAlA software at 15:03:46 on 07/1 312 01 6 under Order No.9725696861_1 wMch expires on 01/22!2017, and is not for resale. User Notes: (1515335768) Substantial Completion 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 13.7 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of Architect 4.1.3 Substitutions of Materials 3.4.2, 3.5, 7.3.8 Sub -subcontractor, Definition of 5.1.2 Subsurface Conditions 3.7.4 Successors and Assigns 13.2 Superintendent 3.9, 10.2.6 Supervision and Construction Procedures 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,6.1.3,6.2.4,7.1.3, 7.3.7, 8.2, 8.3.1, 9.4.2, 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, 9.1.0.3 Surveys 2.2.3 Suspension by the Owner for Convenience 14.3 Suspension of the Work 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 14 Taxes 3.6, 3.8.2.I, 7.3.7.4 Termination by the Contractor 14.1, 15.1.6 Termination 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 Architect 4.1.3 Termination of the Contractor 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1,10.3.2,11.4.1,12.2.1,13..5 TIME 8 Time, Delays and Extensions of 3.2.4, 3.7.4, 5.2.3, 7.2.1, 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 Time Limits 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 12.2, 13.5, 13.7, 14, 15.1.2, 15.4 Time Limits on Claims 3.7.4, 10.2.8, 13.7, 15.1.2 Title to Work 9.3.2, 9.3.3 Transmission of Data lit Digital Form 1.6 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 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 Contractor 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 Warranty 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7 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, 4.1.2, 9.3.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2, 15.4.4.2 Written Interpretations 4.2.11, 4.2.12 Written Notice 2.3,2.4,3.3.1,3.9, 3.12.9, 3.12.10, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 12.2.2, 12.2.4, 13.3, 14, 15.4.1 Written Orders 1.1.4 , 2.3, 3.9, 7, 8.2.2, 12.1, 12.2, 13.5.2, 14.3.1, 15.1.2 AIA Document A201 T —2007. Copyright 01911. 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. Ail rights reserved. WARNING: This AIA'' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the f maximum extent possible under the law. This document was produced by AIA software at 15:03:46 on 0711312016 under Order No.9725696861_1 which expires on 0112212017. and is not for resale. User Notes: (1515335768) ARTICLE 1 GENERAL PROVISIONS § 1.1 BASIC DEFINITIONS § 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents are enumerated in the Agreement between the Owner and Contractor (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 Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract sighed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, 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 Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either "written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (I) between the Contractor and the Architect or the Architect's consultants, (2) between the Owner and a Subcontractor or a Sub -subcontractor, (3) between the Owner and the Architect or the Architect's consultants or (4) between any persons or entities other than the Owner and the Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under file Contract intended to facilitate performance of the Architect's duties. § 1.1.3 THE WORK The term "Work" means the construction arid services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work 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 may be the whole or a part arid which may include construction by the Owner and by separate contractors. § 1,1,5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. § 1.1.6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1A.7 INSTRUMENTS OF SERVICE Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect's consultants tinder their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials, § 1,1,1 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 tinder Section 14.2.2. The Initial Decision maker is the Owner. § 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent Nvith the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. AIA Document A201 T" — 2007. Copyright 919 11, 1915, 1918, 1925, 1937, 1951, 1958, 1967, 1963, 1956, 1970, 1975, 1987, 1997 and 2007 by The American Init. Institute of ArcWtects. All rights reserved. WARNING: This AIAa Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the f maximum extent possible under the law. This document was produced by AIA sof ware at 15:03:46 on 07i1312016 under order No.9725696861_1 which expires on 0112212017, and is not for resale. User Notes: (1515335758) § 1.2.1 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.2 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. (Pcurfgrciph deleted) § 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 frequently omit modifying words such as "all" and "any" and articles Such as "tile" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1,4.1 In the event of conflicts, inconsistencies, discrepancies or ambiguities between or among the Contract Documents not resolved by Addenda, interpretations shall be based on the following order of precedence: .1 modifications of the Agreement, with those of later date having precedence over those of earlier date, .2 the Agreement; .3 these Terms and Conditions .4 Addenda, with those of later date having precedence over those of earlier date; .5 the Drawings, with those in larger scale having precedence over those in smaller scale, and with notes and schedules thereon having precedence over the remainder, of the drawings; and .6 tine Specifications. § 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 Instruments of Service, including tine 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 Instruments 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's or Architect's consultants' reserved rights. § 1.5.2 The Contractor, 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 Contractor, Subcontractors, Sub -subcontractors, and material or equipment suppliers may not use the Instruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owwner, Architect and Architect's Consultants.. § 1.6 TRANSMISSION OF DATA IN DIGITAL FORM If the parties intend to transmit Instruments 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 throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval, agreennent,or authorization. Except as otherwvse provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. § 2.1.2 The Owner shall furnish to the Contractor within seven days after receipt of a written request, information reasonably necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. AIA Document A201" — 2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1951, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 10 reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This document was produced byAlAsoftware at 15:03:46 on 0711312046 under Order No. 9725696861_1 which expires on 01122!2017, and is not for resate. User Notes: (1515335768) Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein. § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 2.2.1 Prior to commencement of the Work, the Contractor may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. Thereafter, the Contractor may only request such evidence it (1) the Owner fails to make payments to the Contractor as the Contract Documents require, (2) a change in the Work materially changes the Contract Sum; or (3) the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment die when due. The Owner shall finnislt such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change. After the Owner furnishes the evidence, the O►nler shall not materially vary such financial arrangements without prior notice to the Contractor. (Paragi-aph deleted) § 2.2.2 Except for permits and fees that are the responsibility of the Contractor under the Contract 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 permanent changes in existing facilities. § 2.2.3 The Owner shall filrnish 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 O%vner 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 shalt also fiirnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor'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 making reproductions pursuant to Section 1.5.2. § 2.2.6 The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner and the Architect but shall exercise proper precautions relating to the safe performance of the Work. § 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 Contractor to stop the Work, or any portion thereof, until the cause for such order has been etiminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. § 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR § 3.1 GENERAL § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall be lawfully licensed, ifrequired in the jurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have express AIA Document A201i"— 2007. Copyright® 5911, 1915, 1918, 1925, 1937, 1951, 1958, 4961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 reproduction or distribution of this AIA` Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. Thisdocunientwas produced byAlAsofhvere at 15:03:46 on 07/1312016 under Order No.9726696861_1 which expires on 0112212017, and is notforresale. User Notes: (1515335768) authority to bind the Contractor with respect to all matters under this Contract. The term "Contractor" means the Contractor or the Contractor's authorized representative. § 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. (Paragraph clelefe(l) § 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor, § 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 with 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 Contract 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 Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. It is recognized that the Contractor's. review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawftil orders of public authorities, but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor. § 3.2.4 If the Contractor 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 in Article 15. If the Contractor fails to perforin the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations, If the Contractor 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 Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regUlations, and lawftil orders of public authorities. § 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not he safe, the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. Ifthe Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any loss or damage arising solely from those Owner -required means, methods, techniques, sequences or procedures. The Contractor shall manage and coordinate all Subcontractors and others engaged in the performance of the Work. AIA Document A201 T" —20D7. Copyright C 1911, 1915, 1918, 1925, 1987, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIA'' Document is protected by U.S. Copyright Law and international Treaties, Unauthorized 12 reproduction or distribution of this AIA Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the ! maximum extent possible under the law, This document was produced by AIA software at 115:03:46 on 07/13/2016 under Order No -9725696861_1 which expires on 0112212017, and is not for resale, User Notes: (1515335768) § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors, § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent `York. § 3.3.4 The Contractor shall provide and maintain a construction office at the site. § 3.4 LABOR AND MATERIALS § 3.4,1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, 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 and in accordance with a Change Order or Construction Change Directive. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled itn tasks assigned to them. § 3.5 WARRANTY The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. The Contractor further warrants that the Work will comply with applicable laws and industry standards, and shall be performed or installed in accordance with all manufacturers' requirements, recommendations and guidelines unless otherwise specified in the Contract Documents. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, unproper or inSuf1'lCietnt maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and duality of materials and equipment. § 3.6 TAXES The Contractor shall pay sales taxes for the materials provided by the Contractor 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 Contract Documents, the Contractor shall secure and pay for the building permit as well as for other permits, fees, licenses, and inspections by govertunent agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.7.4 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, that differ materially fi°onu those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the AIA Document A201 T° —2007. Copyright @ 1911, 1915, 1918, '1925,1937,1951,1958,1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American [nit. Institute of Architects. All rights reserved. WARMING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 13 reproduction or distribution of this AIA Document, orany portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the f maximum extent possible tin dorthe law. Thisdocumentwas produced byAlAsoftwareat 15:03:46 on 07/1312016 under Order No. 9725696861_1 which e>wires on 0112212017, and is not for resale. User Notes: (1515335768) Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 7 days after first observance ofthe conditions. The Architect will promptly investigate such conditions and, ifthe Architect 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 Contract Suer or Contract Time, or both. If the Architect determines that tire conditions at the site are not materially different front those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner and Contractor in writing, stating the reasons. If either party disputes the Architect's determination or recommendation, that party may proceed as provided in Article 15. § 3,7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sunr and Contract Time arising fi•on1 the existence of such remains or features may be made as provided in Article 15. § 3.8 ALLOWANCES § 3.8.1 'ilre Contractor shall include in the Contract Sunr all allowances stated in the Contract Documents. Itetms 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 Contract Documents, .1 Allowances shall cover the cost to tire Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor'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 Contract Sutn 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 cquipmelrt under an allowance shall he selected by the Owner with reasonable promptness. § 3.9 SUPERINTENDENT § 3.9.1 The Contractor 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 Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Tile superintendent shall continuously supervise and observe all work in progress so as to ensure that the Work is proceeding in accordance with the Contract Documents. § 3.9.2 The Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the name and qualifications of a proposed superintendent. The Architect may reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect has reasonable objection to the proposed superintendent or (2) that the Architect requires additional time to review. Failure of the Architect to reply within the 14 day period shall constitute notice of no reasonable objection. § 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner 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 a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of tire Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. AIA Document A201Tu — 2007. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1965, 1970, 1976, 1987, 11997 and 2007 by The American Ittlt. Institute of Architects. All rights reserved. WARNING: This AIA° Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 14 reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This documentwas produced byAIAsaftware at 15:03:46 on 07/1312016 under Order No.9725696861_1 which expires on 01f2212017, and is not for resale. User Nates: (1515335768) § 3.10.1.1 The Construction Manager shall assign a professional project scheduler possessing building and site design and construction experience. If deemed qualified by Owner, the Construction Manager can assign an in-house scheduler. The Construction Manager shall develop a detailed critical path method (CPM) schedule that identifies all design activities, permits and all other activities required to be completed before construction activities call begin and a preliminary construction schedule. The CPM project schedules shall be developed using Microsofl Project's latest version, or Primavera SureTrack Project Manager's latest version. § 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, and shall subunit the schedule(s) for the Architect's approval. The Architect's approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's construction schedule, and (2) allow the Architect reasonable time riot to exceed seven days to review submittals. If the Contractor fails to submit a submittal schedule, tlue 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 Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. § 3.11 DOCUMENTS AND SAMPLES AT THE SITE The Contractor shall maintain at the site for the Owner one (1) 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 Shap Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner Upon completion of the Work as a record of the Work as constructed. §3.11.1 The Construction Manager shall maintain complete and accurate records, including (a) correspondence, (b) meeting notes and minutes, (c) shop drawings and submittals, (d) Construction Documents including change orders, (e) clarifications and interpretations of the Construction Documents issued by the project Architect, (I) progress reports including observations of testing performed, (g) as -built drawings, and (it) all other project related documents including but not limited to those utilizing the project management software. § 3,12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES § 3,12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3,12.3 Samples arc physical 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 Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2.7. Informational. submittals upon NNhich the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by tie Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in tlue activities of tile Owner or of separate contractors. AIA Document A201'"— 2007. Copyright @1911, 1915, 1918, 1925, 1937, 1951, 1958, 1951, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 15 reproduction or distribution of this AIA Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced byAlA software at 15:03A6 on 07/1312016 under Order No.9725696861_1 whPch expires on 0112212017, and is not for resale. User Notes: (1515335768) § 3.12.6 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the Owner 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 !'York and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations front requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and (1) the Architect has given written approval to time specific deviation as a minor change in the Wort:, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written notice, the Architect's approval 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 Contract Documents for a portion of the Work or unless the Contractor steeds to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. Tile 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, time Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon tate adequacy, accuracy and completeness of the services, certifications and approvals perforated or provided by such design professionals, provided the Owner and Architect have specified to the Contractor all performance and design criteria that such services mast satisfy. Pursuant to this Section 3.12.10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Contract Documents. § 3.13 USE OF SITE '111e Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawfid orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 3.14 CUTTING AND PATCHING § 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, tutless otherwise required by the Contract Documents.. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fitlly or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall riot unreasonably withhold fiorn the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. AIA Document A201 T — 2607. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This ArAe Document Is protected by U.S. Copyright Law and international Treaties. Unauthorized 16 reproduction or distribution of this AIAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced byAlA sofhvare at 15:0146 on 07/1312016 under Order No.9725696861_1 which expires on 0112212017, and is not for resale. User Notes: (1515335768) § 3.15 CLEANING UP § 3.15.1 The Contractor shall keep the premises and surrounding area fi•ee from 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 The Owner shall provide a written Notice to the Contractor to comply with 3,15.1 if the Contractor fails to clean up as provided in the Contract Documents. If after the Contractor's receipt of a notice the Contractor fails to clean tip, the Owner may do so and Owner shall be entitled to reimbursement fi•om the Contractor. § 3.16 ACCESS TO WORK The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. § 3.17 ROYALTIES, PATENTS AND COPYRIGHTS Tile Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless front 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 ►nanufact urers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly fi►rnished to the Architect. § 3.18 INDEMNIFICATION § 3.18.1 To the fill lest extent permitted bylaw the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and employees of any of then fi•om and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such 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 itselo, but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable. Such obligation shall not be construed 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. § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by theist or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ARCHITECT § 4.1 GENERAL § 4.1.1 The Owner shall retain art architect lawfully licensed to practice architecture or an entity lawfitlly 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. § 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld. § 4.1.31f the employment of the Architect is terminated, the Owner shall employ a successor architect as to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. § 4.2 ADMINISTRATION OF THE CONTRACT § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. The AIA Document A201TM — 2607. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: Thus Ale Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 17 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civ€I and crim€nal penalties, and will be prose cuted'to the f maximum extent possible under the lata. This document was produced by AIA software at 15:03:46 on 07113/2016 under Order No.9725696861_1 which expires on 01!2212017, and is not for resale. User Notes: (1515335768) Contractor shall rely on the directions and actions ofthe authority extended to the Architect in the Contract Documents to act on behalf of the Owner. § 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 Work, 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. Tile Architect will not have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1. § 4,2.3 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 Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. 'l7ne Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect %vilI not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall endeavor to communicate directly with each other through the Architect about matters arising out of or relating to the Contract. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Conmiunications by and with separate contractors shall be through the Owner. § 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.2.6 The Architect has authority to and shall reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or riot such Work is fabricated, installed or completed. § 4.2.7 The Architect will review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of 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 an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions of or installation of performance or equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Section 3.3, 3.5, and 3.12,The Architect's review of the Contractor's Submittals shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 428 The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and AIA Document A201 n —2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init• Institute of Architects. All rights reserved. WARNING: Th Is A10 Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 18 reproduction ordistribution of this AIA Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the f maximum extent possible under the law. This documentwas produced byAlAsofrtivare at 15:03:46 on 0711312016 under Order No.9725696861_1 which expires on 01/2212017, and is not for resale. User Notes: (1515335768) assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. § 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. § 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4212 Interpretations and decisions of the Architect will be consistent with the Contract Documents and Mll be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure ftithfid performance by both Owner and Contractor, and will not show partiality to either and will not be liable far results of interpretations or decisions rendered in good faith. § 4.2,13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.14 The Architect will review and respond to requests for information about the Contract Documents. The Architect's response to such requests will be made in writing within any time limits agreed upas or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. In the case of a Change in Work which results from a response, the Architect will issue a Construction Change Directive. ARTICLE 5 SUBCONTRACTORS AND SUPPLIERS § 5.1 DEFINITIONS § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of separate contractor. § 5.1.2 A Sttb-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Stab -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub -subcontractor. § 5.1.3 SUPPLIER. A Supplier is a person or entity that has a direct contract with the Construction Manager to supply material or equipment, but not construction, in connection with the Work. § 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 Owner through the Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect may reply within fourteen (14) days to the Contactor in Nvriting stating (1) whether the Owner or the Architect has reasonable objection to any such proposed person or entity or (2) that the Architect requires additional time for review. Failure of the Owner or Architect to reply within the fourteen (14) day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the 0%vner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be AIA Document A20111" — 2007. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and Intern atlonal Treaties. Unauthorized 19 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced byAIA sofhvare at 15:03:46 on 0711312016 under Order No.9725696861_1 which expires on 0/2=0117, and is not for resale. User Notes: (1515335768) 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 Sunt or Contact Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2,4 The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitution. § 5.3 SUBCONTRACTUAL RELATIONS By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of tile Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereofwill not prejudice such rights, and shall allow to the Subcontractor, Curless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which t11e Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub -subcontractors. § 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing; and ,2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. 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 fi-oin the suspension. § 5.4.3 Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. If the Owner assigns the subcontract to a successor contractor or other entity, the O%vier shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on tate site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. § 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner -Contractor Agreement AIA Document A201 T° — 2007. Copyright 0 1911, 1815, 1918, 1925, 1937,1951 , 1958, 1961, 1963, 1966, 1970, 1976, 1967, 1997 and 2407 by The American trait. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorised 20 reproduction or distribution of this AIA` Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the y maximum extent possible under the law. This document was produced by AIA sofhvare at 15:03:A6 on 0711312016 under Order No.9725696861_1 which explres on 0112212017, and is not for resale. User Notes: (1515335768) § 6.1.3 `Che Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work ofthe Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing then construction schedules. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. In tine event the Contractor's schedule is extended, the Time and Cost Extensions shall be addressed tinder Articles 8.3 and 15.11te construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents, when tine Owner performs construction or operations related to the Project -,vith the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have tine same rights that apply to the Contractor tinder the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and Articles 10, 11 and 12. § 6.2 MUTUAL RESPONSIBILITY § 6.2,1 To the extent required by the Contract Documents, the Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs. § 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner� or a separate contractor, tine Contractor shall, prior to proceeding with that portion of the Work, promptly report to tine Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasornably discoverable. § 6.23 Tine Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Contractor's delays, improperly times activities or defective construction. The Owner shall be responsible to tine Contractor for costs tine Contractor incurs because of a separate contractor's delays, improperly timed activities, damage to the Work or defective construction. § 6.2,4 The Contractor shall promptly remedy damage the Contractor wrongfidly causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. § 6.2,5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area fi•ee fionn waste materials and rubbish, the Owner may make arrangements to clean tip and the Architect will ager issuing a written notice to the Contractors, allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7.1 GENERAL § 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, only 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 Contract Documents. § 7.1.1.1 Notwithstanding the provisions of this Article and elsewhere in the Contract, all changes to the layout, configuration, materials or other characteristics of the design of the Work, whether effected by a Change Order, Construction Change Directive or order for minor change in the Work, shall be set out in a Modification of the Drawings or Specifications, or both, that is (1) prepared and issued by the Architect and (2) attached to and incorporated into tine applicable Change Order, Construction Change Directive or order for minor change in the Work. § 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by tine Architect alone. AIA Vocument A201 TM — 2007. Copyright ®1911, 1915, 1916, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 21 reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by AIA sofhvare at 15:03:46 on 0711312016 under Order No. 9725696961_1 which expires on 01/22/2017, and is not for resale. User Notes: (1515335766) § 7,1.3 Changes in the Work shall be performed under applicable provisions of tile Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. § 7.1.3 The Owner and Contractor expressly and explicitly acknowledge and agree that no employee or consultant of the Owner or any other person or entity shall have authority to order, request, approve, cancel, disapprove or take any other binding action on behalf of the Owner with respect to Change Orders, COnStRICt[On Change Directives or any other documents changing the Work, whether pursuant to this Article 7 or otherwise, except the Owner's Designated Representative named in the Agreement or the Architect's designated representative to the extent provided in the Contract Documents. § 7,2 CHANGE ORDERS § 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and Architect stating their agreement upon all of the following; ,1 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 Contract Time. § 7.3 CONSTRUCTION CHANGE DIRECTIVES § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement oil the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for art adjustiltent to the Contract Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump suns 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 Contract 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 Contractor, 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 Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective inmmediately 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 Contract Sum, the Architect 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 Contract Sum, 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 AIA Document A201 TO —2007. Copyright Q 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American [nit. Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 22 reproduction or distribution of this AIA Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the f maximum extent possible under the law. This documentwas produced byAIA sofhvare at 15'.03:46 on 0711312016 under Order No.9725696861_1 which expires on 01/2212017, and is not for resale. User Notes: {1515335768} Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following: .1 Costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance; ,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 from the Contractor or others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and .5 Additional costs of supervision and held office personnel directly attributable 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 Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 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 Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines, in the Architect's professional judgment, to be reasonably justified. Tile Architect's interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either patty to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning tite adjustments in the Contract Sion and Contract Time, or otherwise reach agreement upon tile adjustments, such agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of 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 Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be effected by-%witten order signed by the Architect 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 adjustinents, allotted in the Contract 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 term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 PROGRESS AND COMPLETION § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article I I to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. § 8.2.3 The Contractor shall proceed expeditiously tivith adequate forces and shall achieve Substantial Completion within the Contract Time. AIA Document A201Tu — 2607. Copyright@ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2067 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA' Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 23 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the f maximum extent possible underthe law. This documentwas produced byAIA software at 15:03:46 on 07/13/2016 under Order No.9725696861_1 which expires on 0112212017, and is not for resale. User Notes: (1515335768) § 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 O%veer or Architect, or of all employee of either, or of separate contractor employed by the Owner; or by changes ordered in the Work; or by labor disputes, fire, uutisuat delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control; or by delay authorized by the Owner pending mediation and arbitration; or by other causes that the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as is appropriate under the circumstances. § 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 Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 CONTRACT SUM The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.2 SCHEDULE OF VALUES Where the Contract is based on a Guaranteed Maximum Price, the Contractor shall submit to the Architect, before the first Application for Payment, a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 9.3 APPLICATIONS FOR PAYMENT § 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment 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 Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions fi•om Subcontractors and material suppliers, and shall reflect retainage if provided for in the Contract 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 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 Contractor intends to pay. § 9.12 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing and for deposits, prepayments and down paylnents for equipment or materials. Payment for materials and equipment stored oft or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored 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 Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a AIA Document A20i T" — 20D7. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 24 reproduction or distribution of this AIA Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced byAlAsoftwareat 15:03:46 on 07!1312016 under Order No.9725696661_1 which expires on 0112212017, and is not for resale. User Notes: (1515335766) claim by reason of having provided labor, materials and equipment relating to the Work, and conditional and unconditional lien releases shall be f irnislned with each Application for Payment. § 9.4 CERTIFICATES FOR PAYMENT § 9.4,1 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5.I. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's observation and/or evaluation of the Work and the data comprising the Application for Payment, thatthe Work has progressed to the point indicated and that, in the Architect's professional opinion, tine quality of the Work is in accordance with the Construction Documents and the Contract Documents, and that Architect has critically evaluated and certified that the amounts requested in the Application for Payment are valid and correct. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect, Tine issuance of a Certificate for Paynnent will fi►rther constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction tneans, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data unless requested by the Owner to substantiate the Contractor's right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.5 DECISIONS TO WITHHOLD CERTIFICATION § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect tine Owner, if in the Architect's opinion the representations to tine Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify tine Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; ,3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Gunner or a separate contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated dannages for the anticipated delay; or .7 repeated or substantial failure to carry out the Work in accordance with the Contract Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.3 If the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issuejoint checks to the Contractor and to any Subcontractor or material or equipment suppliers to whom the Contractor failed to stake 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 Architect will reflect such payment on the next Certificate for Payment. AIA Document A201 T° — 2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1366, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 25 reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the f maximum extent possible under the law. This documentwas produced by AIA sothvare at 15:03:46 on 07113/2016 under Order No.9725696661_1 which expires on 01/22/2017, and is not for resale. User Notes: (1515335768) § 9.6 PROGRESS PAYMENTS § 9,6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. Notwithstanding anything to the contrary set forth herein, the Owner must approve, in writing, all payments to a Contractor. § 9.6,2 The Contractor shall pay each Subcontractor no later than seven days after receipt of payment from the O%v►ier the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payltlents to Sub -subcontractors in a similar manner. (Patag1-aPh deleted) § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor 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 nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor, except as may otherwise be required by law. § 9.6.5 Contractor payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.1. § 9.6,6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. (Pciragrat;h deleted) § 9.7 FAILURE OF PAYMENT If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within thirty (30) days after the date established in the Contract Documents the amount certified by the Architect or awarded by binding dispute resolution, then the Contractor may, upon seven additional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall he increased by the amount of file Contractor's reasonable costs of shut -down, delay and start-up, plus interest as provided for in the Contract Documents. § 9.8 SUBSTANTIAL COMPLETION § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended Use. § 9.8.2 S'4rlien the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an itefn on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner call occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. The issuance of a Certificate of Substantial Completion shall not be unreasonably withheld or processed. AIA Document A2011"— 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1986, 1970, 1976, 1987, 1997 and 2007 by The American !nit, institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treacles, Unauthorized 26 reproduction or distribution of this Aie Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the 1 maximum extent possible underlhe law. This documenlwas produced by AIA software at 15:03:46 on 07/13/2916 under Order No.9725696861 1 which expires on 0112212017, and is not for resale. User Notes: (1 51 533 57 6 8) § 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 Stich acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof Stich 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 Omer may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under 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 arid commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare arid submit a list to the Architect as provided under Section 9.5.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. Tiic stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of 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 receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make Stich inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract filly performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fidfilled. § 9.10.2 Neitlier final payment nor any retraining retained percentage shall become due until the Contractor submits to file Architect (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 Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, conditioned on receipt of payment arising out of the Contract, to the extent and in Stich form as may be designated by the Owner. If Subcontractor refiises to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refiind to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. § 9.10,3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of tile Work fiilly completed and accepted. If the remaining balance for Work not fiilly completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been filrnished, the written consent of surety to payment of the balance due for that portion of the Work fiilly completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such AIA Document A201 r" — 2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Inst. Institute o€Architects. All rights reserved. WARNING: This AIA° Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 27 reproduction ordistribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the j maximum extent possible underthelaw. Thlsdocumentwasproduced byAIAsoftware at15:03:46on0711312016urider Order No.9725696861_1whtchexpires on 0112212017, and is not for resale. User Notes: (1515335768) 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 from .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of tine Contract. § 10.2 SAFETY OF PERSONS AND PROPERTY § 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or oft tine site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub -subcontractors; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the coarse of construction. § 10.2,2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawfiil orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. § 10.23 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 `'York, the Contractor shall exercise utmost care and carry on such activities render supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured Under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in pail by the Contractor, a Subcontractor, a Sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or ornissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under 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 Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create all unsafe condition. AIA Document A201 TM — 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987. 7997 and 2007 by The American hilt. Institute of Architects. All rights reserved. WARNING: This Ale Document Is protected by U.S. Copyright Law and international Treaties. Unauthorized 28 reproduction or distribution of this AIA Document, or any portion of it, may result in severe clvil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 15:03:46 on 07/1312016 under Order hlo.9725696861_11 which expires on 01122!2017, and is not for resale. User Notes: (1515335768) § 10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY If either party suffers injury or damage to person or property because of an act or omission of the other patty, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shalt be given to the other party within a reasonable tinie not exceeding 21 days alter discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 HAZARDOUS MATERIALS § 10.3.1 The Contractor 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 from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, tine Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Architect in-,witing. § 10.3.2 Upon receipt of the Contractor's written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of tine 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 Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either tine Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom t11e Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut -down, delay and start-up. § 10.3.3 To the (idlest extent permitted by law, the O%vrier shall indenuufy and hold harmless the Contractor, Subcontractors, Architect, Architect's consultants and agents and employees of any of them fi•om and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3. l 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 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 Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. § 10.3,5 The Contractor shall indemnify tite Owner for the cost and expense the Owner incurs (1) for remediation of material or substance the Contractor brings to the site and negligently handles, or (2) where the Contractor 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. § 10.16 If, without negligence on the part of the Contractor, 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 Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred provided the Owner's actions resulted in the need to the remediation of such hazardous material or substance. § 10.4 EMERGENCIES In an emergency affecting safety of persons or property, the Contractor shalt act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. AIA Document A201 TW —2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1956, 1961, 1963, 1966, 1970, 1976, 1967, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIO Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 29 reproduction or distribution of this Ale Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the I maximum extent possible under the lawn. This documentwasproduced byAlAsoftwareat15:03:46 on 07/13/2016 under OrderNo.972569mol-1 which expires on 01122/2017, and is not for resale. User Notes: (1515335768) ARTICLE 11 INSURANCE AND BONDS § 11.1 CONTRACTOR'S LIABILITY INSURANCE § 11.1.1 The Contractor shall purchase fi•oni and maintain in a company or companies laNvftilly authorized to do business in the jurisdiction in which the Project is located such insurance as will protect file Contractor from claims set forth below which may arise out of or result from the Contractor's operations and completed operations tinder the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may he liable: .1 Claims under workers' compensation, disability benefit and other similar employee benefit acts that are applicable to the Work to be performed; ,2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; ,3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; .4 Claims for damages insured by usual personal injury liability coverage; .5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, includuig loss of use resulting therefrom; .6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; .7 Claims for bodily injury or property damage arising out of operations; and .8 Claims involving contractual liability insurance applicable to the Contractor'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 by law, whichever coverage is greater. Coverages, whether xvritten on an occurrence or claims -made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor'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 filed with the Owner 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 tnlder 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 three required by Section 1 1.1.2. Irifortnation concerning reduction of coverage on account of revised limits or claims paid tinder the General Aggregate, or both, shall be furnished by the Contractor with reasonable promptness. § 11.1,4 The Contractor shall cause the commercial liability coverage required by the Contract Documents to include (1) the Owner, the Architect and the Architect's consultants as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor'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 in which the Project is located, property insurance written on a builder's risk "all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract Modifications and cost of materials supplied or installed by others, comprisuig 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 0lvner has all insurable interest in the property required by this Section 11.3 to be covered, AtA Document A201 lu — 2007. Copyright G 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Inft. institute of Architects. All rights reserved. WARNING: This AIA' Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 30 reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the ! maximum extent possible under the law. This dowmentwas produced by AIA sofhvare at 15:03:46 on 07113/2016 under Order No.9725696861_1 which expires on 0112212017, and is not far resale. User Notes: (1515335768) whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub -subcontractors 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 Architect's and Contractor'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 Contractor in writing prior to commencement of the Work. The Contractor may then effect insurance that will protect the interests of the Contractor, Subcontractors and Sub -subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, without so notifying the Contractor in writing, then the Owner shall bear all reasonable costs properly attributable thereto, § 11.3.1.3 If the property insurance requires deductibles, the Owner shall pay all deductible amounts and any other 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 transit. - § 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 insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner 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 by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub -subcontractors in the Work, and the Owner and Contractor shall be named insureds. § 11.3.3 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 Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. § 11.3.4 If the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. § 11.3.5 if during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, the Owner 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 AIA Document A201 TM -- 2007. Copyright (l) 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 31 reproductlon or distribution of this AIA" Document, or any portion of it, may result In severe civil and criminal penalties, and vrill be prosecuted to the f maximum extent possible under the law. This document was produced by AIA software at 15.03:46 on 07/13/2016 u rider Order No. 9725696861_1 which expires on 01122!2017, and is not for resale. User Notes: (1515335766) 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 Contractor `,naive all rights against (1) each other and any of their subcontractors, sub -subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's consultants, separate contractors described in Article 6, if any, and any of their subcontractors, sub -subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.3 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary, The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors described in Article 6, if any, and the subcontractors, sub -subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar 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 dirty of indemnification, 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 Contractor, and by appropriate agreements, %vrittenn where legally required for validity, shall require Subcontractors to make payments to their Sub -subcontractors in similar manner. § 11.3.9 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 unless the Oaryier terminates the Contract for convenience, replacement of damaged property shall be performed by the Contractor atter notification of a Change in the Work in 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 writing within five days after occurrence of loss to the Owner's exercise of this power; if such objection is made, the dispute shall be resolved in the manner selected by the Owner and Contractor as the method of binding dispute resolution in the Agreement. If the Owner and Contractor have selected arbitration as the method of binding dispute resolution, the Owner as fiduciary shall make settlement with insurers or, in the case of a dispute over distribution of insurance proceeds, in accordance with the directions of the arbitrators. § 11.4 PERFORMANCE BOND AND PAYMENT BOND 11.4.1 The Owner shall have the right to require the Contractor to furnish bonds covering faitlifiil performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. § 11.4.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, 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 1f a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect, be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. § 121,2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the O%viner's expense. If such Work is not in accordance with the Contract Documents, such costs AIA Document A201" — 2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 32 reproduction or distribution of this AIA° Document, or any portion of lt, may result in severe civil and criminal penalties, and will be prosecuted to the ! maximum extent possible under the law. This document was produced by AIA software at 15M:46 on 0711312016 under Order No.97256968611 which expires on 0112212017, and is not for resale. User Notes: (1515335768) and the cost of correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. § 12.2 CORRECTION OF WORK § 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. § 12.2.1.1 In accordance with the project Architect, the Construction Manager shall develop and implement procedures for orderly completion of punch list items, checkout of utilities, operational systems and equipment and initial start-up and testing. Preparation and delivery to the Owner of warranties, as built drawings, maintenance manuals, and the like, and generally administer closeout of the Project. The Construction Manager shall facilitate performance of all warranty obligations, resolution of all claims, and other post -construction requirements. § 12.2.2AFTER SUBSTANTIAL COMPLETION § 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within t%vo years 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 ti>e Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice fi•om 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 alter discovery of the condition. During the two-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work Within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.4. § 12,2.2,2 The two-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 12.2.2.3 The two-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. § 12.2.3 The Contractor shall remove from 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 caused by the Contractor's correction or removal of Work that is not in accordance With the requirements of the Contract Documents. § 12,2,5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations tine Contractor has under the Contract Documents. Establislnnent of the two-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within Which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. § 12.3 ACCEPTANCE OF NONCONFORMING WORK If the Owner prefers to accept Work that is not in accordance with the requirements of tite Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. AEA Document A201 T" — 2007. Copyright 0 1911, 1915, 1918, 1925, i937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This Ale Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 33 reproduction or distribution of this Ale Document, orany portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the ! maximum extent possible under the law. Thisdocumentvms produced by AIA software at 15:03:46 on 07/1312016 under Order No.9725698861_1 which expires on 0112212017, and is notfor resale. User Notes: (1515335768) ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 GOVERNING LAW The Contract shall be governed by tile law of the State of Idaho. § 13.2 SUCCESSORS AND ASSIGNS § 13.2.1 Tile Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations tinder the Contract. § 13.2,2 The Owner may, without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project, ifthe lender assumes the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. § 13.3 WRITTEN NOTICE Written notice shall be deemed to have been duly served on the appropriate Owner's, Construction Manager's or Architect's Designated Representative if delivered in person or if sent by registered or certified mail„ or by email to tite last business address known to the party giving notice. § 13.4 RIGHTS AND REMEDIES § 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation ofdutics, obligations, rights and remedies otherwise imposed or available by law. § 13.4.2 No action ar failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach there under, except as may be specifically agreed in writing. § 13.5 TESTS AND INSPECTIONS 13.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rales and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority,The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear all related costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Contractor. § 13.5.2 If the Architect, Owner or public authorities havingjurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor sllall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in 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 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 Architect. § 13,5.5 if the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. AIA Document A201 T" -- 2007. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Intt. Institute of Architects, All rights reserved. WARNING: This AIAe Document Is protected by U.S. Copyright Law and International Trestles. Unauthorized 34 reproduction or distribution of this AIAe Document, or any portion of It, may result In severe civlI and criminal penalties, and will be prosecuted to the 1 maxImumextent possIbleunder the Iaw. This document was produced byAlAsofMareat15:93:46on0711312016 under Order No.9725696861_lwhichexpires on 01122!2017, and is notfor resale. User Notes: (1515335768) § 13,5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.6 INTEREST hltentionally Deleted. § 13.7 TIME LIMITS ON CLAIMS The Owner and Contractor shall continence 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 Contract in accordance with the requirements of the final dispute resolution method selected in the Agreement within the time period specified by applicable law of the State of Idaho, but in any case not more than six (6) years after the date of Substantial Completion of the Work. The Owner and Contractor 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 Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontractor, Sub -subcontractor or their agents or employees or any other persons or entities perforating portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 Ali act of govermnent, such as a declaration of national emergency that requires all Work to be stopped; .3 Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of tile reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made payment on a Certificate for Payment within forty-five (45) days of the time stated in the Contract Documents; or .4 The Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Section 2.2.1. § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor, Sub -subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 14.3 constitute 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 and Architect, terminate the Contract and recover from the O% n1er payment for Work executed, and for materials and equipment partially or fidly, fabricated or procured, whether delivered to Project site or not, including reasonable Overhead and Profit and costs incurred by reason of such termination. § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Owner and the Architect, terminate the Contract and recover f•on1 the Owner as provided in Section 14.1.3. § 14.1.5 SUSPENSION BY THE CONTRACTOR FOR CAUSE If one of the reasons described in Section 14.1 exists, the Contactor, in addition to and without waiving its rights to terminate tite Contract under Section 14. 1, upon seven (7) additional days' written notice to the Owner, and if the Owner fails to cure or reasonably commence to cure such reason within the seven-day period, may suspend performance of all or a portion of the Work. After such suspension, the Contractor shall resume such Work upon receipt of payment of all amounts previously due, with interest, plus equitable adjustments of the Contract Sun and Contract Time to the extent the Contractor was adversely impacted by such suspension, including but not Iimited to rernobilizations costs. AIA Document A201T" —2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init' Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 35 reproduction or distribution of this AIA'' Document, or any portion of it, may result in severe cIvII and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced byAlA software at 15:03:46 on 07113/2016 under Order No.9725696861_1 which expires on 01122!2017, and is not for resale. User Notes: (1515335768) CONTRACT CHECKLIST I. PROJECT INFORMATION Date: 9/21/2016 REQUESTING DEPARTMENT PARKS Project Name: BAINBRIDGE PARK - CM SERVICES Project Manager: Mike Barton Contract Amount: $17,350 Contractor/Consultant/Design Engineer: The Russell Corporation Is this a change order? Yes ❑ No ❑✓ Change Order No. II. BUDGET INFORMATION (Project Manager to Complete) III. Contract Type Fund: 7 Budget Available (Purchasing attach report): Department 5200 Yes 7 No ❑ Construction ❑ GL Account 96925 FY Budget: 16 Task Order 0 Project Number: 10518.16 Enhancement: Yes ❑ No ❑ Professional Service 0 Equipment ❑ Will the project cross fiscal years? Yes ❑ No ❑ Grant ❑ IV. GRANT INFORMATION - to be completed only on Grant funded projects Grant #: Wage Determination Received Wage Verification 10 Days prior to bid due date Debarment Status (Federal Funded) N/A N/A N/A N/A Print and Attach the determination Print, attach and amend bid by addendum (if changed) www.sam.gov Print and attach V. BASIS OF AWARD BID RFP / RFQ TASK ORDER Award based on Low Bid Highest Ranked Vendor Selected Master Agreement Category 12B (Bid Results Attached) Yes ❑ No ❑ (Ratings Attached) Yes ❑ No ❑ Date MSA Roster Approved: Typical Award Yes 0 No ❑ If no please state circumstances and conclusion: Date Award Posted: N/A 7 day protest period ends: N/A VI. CONTRACTOR / CONSULTANT REQUIRED INFORMATION PW License 10592 Expiration Date: 8/31/2017 Corporation Status Goodstanding Insurance Certificates Received (Date): Expiration Date: Rating: Payment and Performance Bonds Received (Date): Bonds will be required prior to the GMP Amendment Rating: Builders Risk Ins. Req'd: Yes ❑ No ❑ If yes, has policy been purchased? N/A (Only applicabale for projects above $1,000,000) VII. TASK ORDER SELECTION (Project Manager to Complete) Reason Consultant Selected 1 Performance on past projects Check all that apply ❑ Quality of work ❑ On Budget ❑ On Time ❑ Accuracy of Construction Est 0 2 Qualified Personnel ❑ 3 Availability of personnel ❑ 4 Local of personnel Description of negotiation process and fee evaluation me VIII. AWARD INFORMATION Date Submitted to Clerk for Agenda: September 22, 2016 Approval Date By: Purchase Order No.: Date Issued: WI -15 submitted (Only for PW Construction Projects) NTP Date: Contract Request Checklist.5.24.2016. Final eTRAKiT Home I Setup an Account I Log In Licensee) V Username Password LOGIN ❑ REMEMBER ME Forgot Password Permits Search Penn:t Public Works Search r Search Again Download Results Printable View Pay Fees Company Name License Number I Work Calegorylsi License Type I License Class I Status I Appl Licenses Leonard W. Butler III 1 010592 1 1 CONST MGR I ACTIVE I Leol Search Trade Licenses Search Public Works Inspections Schedule Cancel Elevators Search Elevators Violations Search Shopping Cart Pay All Fees Paid Items Contact Contact us 2 First Prev Page: 1 of 1 Next Last Details - License Number: 010592 Lic Info Fees $1,400.00 Registration #: 010592 Issue: 8/11/2016 Expire: 8/31/2017 Type: PUBLIC WORKS Sub -Type: CONST MGR Status: ACTIVE Company: Leonard W. Butler III Phone: (208) 323-0777 Cell: Pager: Fax: (208)323-9465 Owner Name: Page 1 of 1 i The Division of Building Safety makes every effort to produce and publish the most current and accurate in format on possible No warranties expressed or implied are prov-ded for the data herein, its use.. or its interpretation Utilization of th s webs to indicates understanding and acceptance of this statement 1-800-955-3044. 1090 E Watertower St. Su.te 150 Meridian ID 93642 HOME CONTACT httrnc•//xxrah rlhc;AAlhn nnx•fatralrit2l(`nctnm/Trlahn P17hlirWnr1rcCP5irr`hRcltc acrtx �if'%'iI"%�11A IDSOS Viewing Business Entity Page 1 of 2 IDAHO SECRETARY OF STATE Viewing Business Entity 9p$ Lawerence Denney, Secretary of State [ New Search ] [ Back to Summa ] [ Get a certificate of existence for RUSSELL CORPORATION (THE) [ Monitor RUSSELL CORPORATION THE business filings ] RUSSELL CORPORATION (THE) 1940 S BONITO WAY #150 MERIDIAN, ID 83642 Type of Business: CORPORATION, GENERAL BUSINESS Status: GOODSTANDING 01 Aug 1983 State of Origin: NEVADA Date of 01 Aug 1983 Origination/Authorization: Current Registered Agent: NEAL H RUSSELL 1940 S BONITO WAY MERIDIAN, ID 83642 Organizational ID / Filing C73509 Number: Number of Authorized Stock Shares: Date of Last Annual Report: 20 Jun 2016 Annual Report Due: Aug 2017 Original Filing: Filed 01 Aug 1983 CERTIFICATE OF AUTHORITY Annual Reports: Report for year 2016 ANNUAL REPORT Report for year 2015 ANNUAL REPORT Report for year 2014 ANNUAL REPORT Report for year 2013 ANNUAL REPORT Report for year 2012 ANNUAL REPORT Report for year 2011 ANNUAL REPORT Report for year 2010 ANNUAL REPORT Report for year 2009 ANNUAL REPORT Report for year 2008 ANNUAL REPORT Report for year 2007 UNDELIVERABLE Report for year 2007 ANNUAL REPORT Report for year 2006 1kttr%c-1A%nzn%: arraccirlahn nralnnhlirlenc rnrn/('715(19 html [ Help Me Print View TIFF ] View Image (PDF format) View Image TIFF format [ Help Me Print/View TIFF ] View Document Online View Document Online View Document Online View Document Online View Document Online View Document Online View Document Online View Document Online View Document Online View Image (PDF formatl View Image (TIFF format) View Document Online 9/22/2016 City Of Meridian Detailed Statement of Revenues and Expenditures - Rev and Exp Report - Keith - Unposted Transactions Included In Report 5200 - Parke - Admin 07 - Impact Fund From 10/1/2015 Through 9/30/2016 Date: 9/22/16 01:42:19 PM Page: 1 Percent of Budget with Current Year Budget Budget Amendments Actual Remaining Remaining Capital Outlay 96925 William Watson Park construction 0000 NON -DEPARTMENTAL 0.00 34.56 (34.56) 0.00% 10102 Bainbridge Property 0.00 37,295.52 (37,295.52) 0.00% 10517 William Watson Park 580,010.04 0.00 580,010.04 100.00% Development 10517.a William Watson - 80,960.00 80,960.00 0.00 0.00% Bainbridge Park Design Total Capital Outlay 660,970.04 118,290.08 542,679.96 82.10% TOTAL EXPENDITURES 660,970.04 118,290.08 542,679.96 82.10 Date: 9/22/16 01:42:19 PM Page: 1