Bid & Award for Senior Center Upgrades
~:~TER ~;M:::SMIR~YED
ATTN: WILL BERG MAR 252005
company: CITYOFMERlDIA£\1Y OF MERIDIAN
address: 33 E. Idaho Ave. CiTY CLERK OFFICE
Meridian, ill 83642
208.888.4218
208.888.4433
JOHNSON
ARCHITECTS
, pwf",ion,¡ wcpo,,"on
440 ,.co'Pm", &i", ",.to'
m"idi",id,ho 83642
fax
phone
JOB NAME:
JOB NO.:
RE:
Meridian Senior Center Remodel
04167
CONTRACT (DRAFT COPIES)
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IAIÄ
Document A10f' -1997
Standard Form of Agreement Between Owner and Contractor
where the basis of payment is a STiPULA TED SUM
I AGREEMENT made as of the 25th day of March ill the year of 2005.
(In word.., indicate day, month and year)
BE'lWEEN the Owner:
(Name, addre.... and other information)
CitY of Meridian
33 E. Idaho Avenue
Meridian. Idaho 83642
Telenhone Number: (208) 888-4433
Fax Number: (208) 888-4218
and the Contractor:
(Name, addres.. and other information)
KMO Ioc.
923 16'" Avenue South Suite A
Namoa Idaho 83651
Telenhone Number: (208) 461-2624
Fax Number: (208) 461-3994
The Projectis:
(Name and location)
\ Meridian Senior Citizens' Center Uof!fades
133 W. Broadway
Meridian Idaho 83642
The Architect is:
(Name, address and other information)
Jobnson Architects P.c.
440 E. Cornorate Drive Suite 102
Meridian Idaho 83642
Telenhone Number: (208) 846-9033
Fax Number. (208) 846-9475
The Owner and Contractor agree as follows.
This document has important
legal consequences.
Consu~ation WITh an attorney
is encouraged with respect to
os completion or modification.
AiA Document A201-1997,
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.
This document has been
approved and endorsed by The
Associated General Contractors
of America
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Unauthorized reproduction or dlslrtbutlon of this AlAe Cooument, or any portion ot II, may resuilin severe eMf and orlmlnal penaliles, and will be
prosecuted 10 'he maximum e"'ent poaslble under the laW. This document was produœd by AlA software at 08,54,27 on 03/25/2005 under Order
No. 1000130965_' which e,pires on 7/2212005. and is nat for reseJe.
US" Notes: (t693125474)
ARTICLE 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 execution of this Agreement, other documents listed
in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and are as
fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire
and illtegrated agreement between the parties hereto and supersedes prior negotiations, representations or
agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in
Article 8.
ARTICLE 2 THE WORK OF THIS CONTRACT
The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically
indicated in the Contract Documents to be the responsibility of others.
ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
§ 3.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated
below or provision is made for the date to be fixed ill a notice to proceed issued by the Owner.
(Insert the date of commencement ijït differs from the date of this Agreement or, if applicable, .,tate thatthe date
will be fixed in a notice to proceed.)
I Date of Commencement shall be the actual date of the Preconstruction Meetin. which is scheduled for Aoril 12
2005.
If, prior to the commencement of the Work, the Owner requires time to me mortgages, mechanic's liens and other
security illterests, the Owner's time requirement shall be as follows:
I PriortoADrilll_2005
§ 3.2 The Contract Time shall be measured from the date of commencement.
I § 3.3 The Contractor shall achieve Substantial Completion of the entire Work not later than sixtv (60) days from the
date Df commencement, or as follows:
(Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the ante of
commencement. Unless stated elsewhere in the Contract Document", in.<ert any requirements for earlier Sub.<tantial
Completion of certain portions of the Work.)
I :
Portion a/Work
Substantial Completion Date
--=
, subject to adjustments of this Contract Time as provided in the Contract Documents.
(Insert provision", ifany,for liquidated damages relating to failure to complete an time orfor bonu" payment"jOr
early completion of the Work.)
I NfA
ARTICLE 4 CONTRACT SUM
I § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the
Contract. The Contract Sum shall be Nilletv-Three Thousand Dollars and Zero Cents ($ 93.000), subject to
additions and deductions as provided in the Contract Documents.
§ 4.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract
Documents and are hereby accepted by the Owner:
(Stale the numbers or other identification oj'accepted alternate". If decision., on other alternates are to be made by
the Owner "ub"equent to the execution of this Agreement, attach a .,chedule of such other alternate., showing the
amount for each and the date when that amount expire,,)
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Unauthorized ..pro,,"oIlon or dlslrtbUllon ofthle AJAo Document, or any portion of I~ may r..u~ In severo civil and crlminsl..na~les, andwltlbe
prosecuted to the maximum exlent possible unde' the law. This dccument wes produced by AlA software at 08""27 00 0312512005 under Order
No.'000130S85_' which e"P're' on 71W2fJ05, and Is not tor resale.
User Not..: ('8S3t25.74)
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N/A
§4.3 Unit prices, if any, are as follows:
Description
I. Removal of existill. wood sheathin.
and installation of new wood
sbeathin. at the restroom area 1300
sJ. area)
2. Removal of existin. concrete
sidewalk and construction of new
concrete sidewalk.
Units
Sauare Feet
Price ($ 0.00)
~
Sauare Feet
~
ARTICLE 5 PAYMENTS
§ 5.1 PROGRESS PAYMENTS
§ 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for
Payment issued by the Architect, the Owner sha1l make progress payments on account of the Contract Sum to the
Contractor as provided below and elsewhere ill the Contract Documents.
§ 5.1.2 The period covered by each Application for Payment shall be one caleodar month ending on the last day of
the month, or as follows:
I :
I § 5.1.3 Provided that an Application for Payment is received by the Architect not later than the 25th day of a
month, the Owner sha1l make payment to the Contractor not later than the 25th day of the followill. month. If an
Application for Payment is received by the Architect after the application date fixed above, payment shall be made
by the Owner not later than !!ÿ!:!x ( ;¡Q) days after the Architect receives the Application for Payment.
§ 5.1.4 Each Application for Payment shall be based on the most recent schedule ofva\ues submitted by the
Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract
Sum among the various portions of the Work The schedule of values sha1l be prepared in such form and supported
by such data to substantiate its accuracy as the Architect may reqnire. This schedule, unless objected to by the
Architect, shall be used as a basis for reviewillg the Contractor's Applications for Payment.
§ 5.1.5 Applications for Payment sball illdicate the percentage of completion of each portion of the Work as of the
end of the period covered by the Application for Payment.
§ 5.1.6 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 Contract Sum properly allocable to completed Work as determined by
multiplying the percentage completion of each portion of the Work by the share of the Contract SlUTI
allocated to that portion of the Work in the schedule of values, less retainage of t--,five oercent 5% )-
PendIDg final determination of cost to the Owner of changes ill the Work, amounts not in dispute
shall be included as provided in Section 7.3.8 of AlA Document A201-1997;
.2
Add that portion of the Contract Sum properly allocable to materials and equipment delivered and
suitably stored at the site for subsequent incorporation in the completed construction (or, if approved
ill advance by the Owner, suitably stored off the site at a location agreed upon in writing), less
retainage of five oercent (5%);
.3
Subtract the aggregate of previous payments made by the Owner, and
.4
Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment
as provided ill Section 9.5 of AlA Document A201-1997.
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Uneuthorlzed reproductIon or dletrlbutlon otthle AlA" Document, or eny po"len of It, may resukln severe civil and crimina' penaltIes, and will be
prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 08,54,27 on 03/2512005 under Order
No.100013096"-, which expires on 7/22/2005, and is not lor resale.
User Not.., (18931254741
3
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§ 5.1.7 The progress payment amount determilled in accordance with Section 5.1.6 shall be further modified under
the following circumstances:
.1
Add, upon Substantial Completiou of the Work, a sum sufficient to increase the total payments to the
full amount of the Contract Sum, less sucb amounts as the Anchitect shall determine for incomplete
Work, retainage applicable to sucb work and unsettled claims; and
(Section 9.8.5 of 'AlA DocumentA201-1997 require" reWa," of applicable retainage upon Substantial
Completion of Work with con."ntofsurety, if'any.)
.2
Add, if final completion of the Work is thereafter materially delayed through no fault of the
Contractor, any additional amounts payable in accordance with Section 9.10.3 of AlA Document
A201-l997.
§ 5.1.8 Reduction or limitation ofretainage, if any, shall be as follows:
(If'it is intended, prior to Substantial Completion of the entire Work; to reduce or limit the Mainage re,mlting from
the percentages inserted in Section., 5.1.6.1 and 5.1.6.2 above, and this is not explained el",where in the Contract
Documents, in."rt here provîsion,'far "uch reduction or limitation.)
I NfA
§ 5.1.9 Except with the Owner's prior approval, the Contractor sha1\ not make advance payments to suppliers for
materials or equipment which have not been delivered and stored at the site.
§ 5.2 FINAL PAYMENT
§ 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the
Contractor when:
.1
the Contractor has fully performed the Contract except for the Contractor's responsibility to correct
Work as provided Ù1 Section 12.2.2 of AlA Document A201-1997, and to satisfy other requirements,
if any, which extend beyond fina1 payment; and
.2
a final Certificate for Payment has been issued by the Architect.
§ 5.2.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the issnance of the
Architect's final Certificate for Payment, or as follows:
I =
ARTICLE 6 TERMINATION OR SUSPENSION
§ 6.1 The Contract may be rerminated by the Owner or the Contractor as provided Ù1 Article 14 of AlA Document
A201-1997.
§ 6.2 The Work maybe suspended by the Owner as provided in Article 14 of AlA Document A201-1997,
ARTICLE 7 MISCELLANEOUS PROVISIONS
§ 7.1 Where reference is made in this Agreement to a provision of AlA Document A201-1997 or another Contract
Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract
Documents.
§ 7.2 Payments due and unpaid under the Contract sha11 bear interest from the dare payment is due at the rate stated
below, or in the absence thereof, at the legal rate prevailÙ1g from time to time at the place where the Project is
located.
(Insert rate of interest agreed upon, ij'any.)
-HNfA
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Uneuthorlzed reproduction or distribution otthl. AJA" Document, or any portion or h, may resuh In severa civil and criminal penahles, and will be
prosecUled Ie the maximum oxten1 possible under the law. This document was produced by AlA softwa.. at 08:54,27 on 0312512005 under Orde,
No.1000130985_' which expi..s on 712212005, and is notfo, ..soJe,
User Notes, 11893t25474)
4
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(u.mry law., and requirements under the Federal Truth in LÆnding Act, .,imilar state and local con,'umer credit laws
and other regulations at the Owner's and Contractor's principal places ofbusines." the location of the Project and
elsewhere may affect the validity afthi., provision. LÆgal advice should be obtained with re.'pect to deletions or
modifications, and also regarding requirements .,uch as written di.,clo.,ures or waiver.,.)
§ 7.3 The Owner's representative is:
(Name, oddress and other information)
I Will Ber. CitY Clerk
33 E. Idaho Avenue
Meridian Idaho 83642
§ 7.4 The Contractor's representative is:
(Name, addre.rs and other information)
I KMO lncoroorated
923 16th Avenue South. Suite A
NamDa.ldaho 83651
Contact: Kent Odom
§ 7.5 Neither the Owner's nor the Contractor's representative sball be changed without ten days written notice to the
other party.
§ 7.6 Other provisions:
I N/A
ARTICLE 8 ENUMERATION OF CONTRACT DOCUMENTS
§ 8.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as
follows:
§ 8.1.1 The Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner and
Contractor, AlA Document AI01-1997.
§ 8.1.2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Constrnction, AlA
Document A201-1997.
I § 8.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated
March 2. 2005 , and are as follows
Document
AlA Document A201
Title
General Conditions of the
Contract for Construction
Pages
J2
§ 8.1.4 The Specifications are those contained Ù1 the Project Manual dated as in Section 8.1.3, and are as follows:
(Either list the Specification., here or refer to an exhibltattached to thi., Agreement.)
I SeoIi<m +itIe Pages
Refer to the Project Manual dated March 2 2005.
I § 8.1.5 The Drawings are as follows, and are dated February 17 2005 unless a different date is shown below:
(Either Ii.ft the Drawing., here or refer to an exhibit attached ta this Agreement.)
I NumIoeF +iIIe IJaI&
Refer to the Construction Drawing-Bid Packa1!e dated February 17. 2005.
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Unaulhorl..d reproduction or distrIbution of ,hi, AlA" Document, or any portion of ii, may resuR In severe clvnand crimina' penaltl.., and wlil be
prosecuted to the maximum """" poeslble under the lew. This document was prcduced by AlA scftware at 08,04027 on 03125/2005 under Order
No,1000130985_' which expires on 7/22/2005, and is not lor res~e.
User Not..: (1893125474)
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§ 8.1.6 The Addenda, if any, are as follows:
Number
One
Date
March IS 2005
Pages
12
Portions of Addenda relating to biddillg requirements are not part of the Contract Documents unless the bidding
requirements are also enumerated in this Article 8.
§ 8.1.7 Other documents, if any, forming part of the Contract Documents are as follows:
(List here any additional documents that are intended tofonnpartofthe Camract Documents. AlA Documem AlO1-
1997 provides that bidding requirement., such a.' advertisement or invitation to bid, Instruction" to Bidders, ,¡ample
fonns and the Contractor' .I bid are not part of the Contract Documents un/e.,s enumerated in this Agreement. They
should be /i,fled here only ij'imended to be part of the Contract Documents.)
N/A
This Agreement is entered into as of the day and year first written above and is executed ill at least three original
copies, of which one is to be delivered to the Contractor, one to the Architect for use in the administration of the
Contract, and the remainder to the Owner.
OWNER (Signature)
I TammvdeWeerd.Mavor
(Printed name and title)
CONTRACTOR (Signature)
Kent M. Odom. Proiect Manager
(Printed name and title)
I Attest: Will Berg Citv Clerk
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Unauthorized reproducUoo or distribution of Ihls AlAe Dooumenl, or eny ",,"Ion of h, may reauh In severe elvllaod criminal penalties, and will be
proSBOUIed 10 the maximum extent pos.lbls under the low. This documeo' was produced by AlA softwere e' 08:54:27 00 03125/2005 under Order
No.1000130S65_t which expires 00 7/2212005, and is oat 10r resaJ.,
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Certification of Document's Authenticity
AIA@ Document D401TM - 2003
I, Walter Lilldgren. hereby certify, to the best of my knowledge, information and belief, that I created the attacbed
final document simultaneously with this certification at 08:54:27 on 03/2512005 under Order No. 1000130965_1
from AlA Contract Documents software and that in preparing the attached fmal document 1 made no changes to the
original text of AlA@ Document AIOITM - 1997 - Standard Form of Agreement Between Owner and Contractor
where the basis of payment is a STIPULATED SUM, as published by the AlA in its software, other than changes
shown in tbe attached fina1 document by underscoring added text and striking over deleted text.
(signL~ ({ ~
1'fZ-1A.I ~/'p1'(/...-
(Title)
'3 . 'Þç. þ (;
(Dated)
AlA Document D40"" -2003. Copyrlght@1992and2003byTheAmertcan Institute 01 Architects. All rights reserved. WARNING, This AlA" Document
Is protected by U.S. Copyright Law and Internallonal Trealles. UnaLtthorlz,. reproduction or dlstrlbLttlon of thIs AlA' Docum.n~ or any portion of ,~
may reau~ In Bevera civil and crimina' pena~te., and wID be ProsecLtted to the maximum extent poa.,ble under Ihelaw. This document was produce.
by AlA software at OB:54"'7 on 03125/2005 under Order No, 1000130965_' whieh e",ires on 712212005, and is nottor resale.
User NOtes: (ta93125474)
tAIÄ
Document A20f' -1997
General Conditions of the Contract for Construction
for the following PROJECT:
(Name and location or addres.,):
I Meridian Senior Center Uoerades
133 W. Broadwav
Meridian. Idaho 83642
This document has important
legal consequences.
Consultation wnh an attorney
is encouraged wnh respect 10
its completion or modification,
This document has been
approved and endorsed by The
Assodated General Contractors
of America
THE OWNER:
(Name and address);
I CitY of Meridian
33 E.ldaho Avenue
Meridian. Idaho 83642
mE ARCHITECT:
(Name and address):
I Jobnson Architects. P.C.
440 E. Camarate Drive Suite 102
Meridian. Idaho 83642
TABLE OF ARTICLES
GENERAL PROVISIONS
2
OWNER
3
CONTRACTOR
ADMINISTRATION OF mE CONTRACT
4
5
SUBCONTRACTORS
6
CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
7
CHANGES IN THE WORK
9
TIME
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
AlA Document A20t'" -1997. Copyright @ 1911.1915,1910,1925,1937,1951,1950,1961,1963, t966, t970, 1976, t987 and tOO7 by The American
Institute of A",hite""'. All right. .ese<Ved. WARNING: Thl. AlA' Documenllo proleeted by U.S. Copyrlghl Law and Inte.nallonal T.e"re..
UnaUlho,lzed .eproductlon o. dl""bullon of Ihls idA' Docwnent, o. any portion of It, may resuit In seve.e civil ond criminal penahleo, and will be
proaecute<l to the maximum e",enlp_ble unde.the law. This doeumemwas produced by AIAsoltware al 09:36:17 00 03/2512005 uoderOrdar
No,1O00'70007_' which expires on 3/25/2000, and is not lor resale.
Use' Net..: (36592473851
INDEX
(Numbers and Topics in Bold are Section Headings)
Acceptance of Nonconfonning Work
9.6.6,9.9.3, 12.3
Acceptance of Work
9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, 12.3
Access to Work
3,16,6.2.1, 12.1
Accident Prevention
4.2.3, 10
Acts and Omissions
3.2,3.3.2,3.12.8,3.18,4.2.3,4.3.8,4.4.1,8.3.1,
9.5.1, 10.2.5, 13.4.2, 13.7, 14.1
Addenda
1.1.1,3.11
Additional Costs, Oaims for
4.3.4,4.3.5.4.3.6.6.1.1,10.3
Additional Inspections and Testing
9.8.3,12.2.1,135
Additional Time, Oaims for
4.3.4,4.3.7,8.3.2
ADMiNISTRATION OF THE CONTRACT
3.1.3,4,9.4,9.5
Advertisement or Invitation to Bid
1.1.1
Aesthetic Effect
4.2.13,4.5.1
Allowances
3,8
All-risk Insurance
11.4.1.1
Applications for Payment
4.2.5,7.3.8,9.2,9,3,9.4,9.5.1,9.6.3,9.7.1,9.8.5,
9.10,11.1.3,14.2.4.14.4.3
Approvals
2.4,3.1.3,35,3.10.2,3.12,42.7,9.3.2,13.4.2, 13.5
Arbitration
4.3.3,4.4,4.5.1,4.52,4.6,8.3.1,9.7.1,11.4.9,
11.4.10
Architect
4.1
Architect, Definition of
4.1.1
Architect, Extent of Authority
2.4,3.12.7,4.2,4.3.6,4.4,5.2,6.3,7.1.2,7.3.6,7.4,
9.2,9.3.1,9.4,9.5,9.8.3,9.10.1, 9.10.3,12.1,12.2.1,
13.5.1, 135.2, 14.22, 14.2.4
Architect, Limitations of Authority and
Responsibility
2.1.1,3.3.3,3.12.4,3.12.8,3.12.10,4.1.2,4.2.1,
4.2.2,4.2.3,4.2.6,4.2.7,4.2.10,42.12,4.2.13,4.4,
5.2.1,7.4,9.4.2,9.6.4,9.6.6
Architect's Additional Services and Expenses
2.4, 11.4.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4
Architect's Administration of tIte Contract
3.1.3,4.2,4.3.4,4.4,9.4,9.5
Architect's Approvals
2.4,3.1.3,3.5.1,3.10.2,4.2.7
Architect's Authority to Reject Work
3.5.1,4.2.6, 12.1.2, 12.2.1
Architect's Copyright
1.6
Architect's Decisions
4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,4.3.4,4,4.1,4.4.5,
4.4.6,4.5,6.3,7.3.6,7.3.8,8.1.3,8.3.1,9.2,9.4,
9.5.1,9.8.4,9.9.1, 13.5.2, 14.2.2, 14.2.4
Architect's Inspections
4.2.2,4.2.9,4.3.4,9.4.2,9.8.3,9.9.2.9.10.1. 13.5
Architect's Instroctions
3.2.3,3.3.1,4.2.6,4.2.7,4.2.8,7.4.1,12.1,13.5.2
Architect's Interpretations
4.2.11,4.2.12,4.3.6
Architect's Project Representative
4.2.10
Architect's Relationship with Contractor
1.1.2,1.6,3.1.3,3.2.1,3.2.2,3.2.3,3.3.1.3.4.2,3.5.1,
3.7.3,3.10,3.11,3.12,3.16,3.18,4.1.2,4.1.3,4.2,
4.3.4,4.4.1,4.4.7,5.2,6.2.2,7,8.3.1,9.2,9.3,9.4,
9.5,9.7,9.8,9.9,10.2.6,10.3,11.3,11.4.7,12,
13.4.2, 13.5
Architect's Relationship with Subcontractors
1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.4.7
Architect's Representations
9.4.2,9.5.1,9.10.1
Architect's Site Visits
4.22,4.2.5,4.2.9,4.3.4,9.4.2,9.5.1,9.9.2,9.10.1,
13.5
Asbestos
10.3.1
Attorneys' Fees
3.18.1,9.102., 10.3.3
Award of Separate Contracts
6.1.1,6.1.2
Award of Subcontracts and Other Contracts for
Portions of tIte Work
5,2
Basic Definitions
1.1
Bidding Requirements
1.1.1,1.1.7,5.2.1,11.5.1
Boiler and Machinery Insurance
11.4.2
Bonds, Lien
9.10.2
Bonds, Performance, and Payment
7.3.6.4,9.6.7,9.10.3, 11,4.9, 11.5
Building Permit
3.7.1
Capitalization
1.3
Certificate of Substantial Completion
AlA DocumentA201"'-1997,Copyrlght @191', 1915, 1918. 1925, t937, t95t, 1958, 1961, 1963, 1966, 1970, 1976. 1987 and t997 by The American
Institute 01 Architects. All rights reeerved. WARNING: This AlA" Document Is protected by U.S. Copyright Law and Inlernatlonal Treelles.
Unauthorized reproduction or dlstrlDutlon of Ihle AlA" Docume,", or any poRIon of It, may ..suN in severe cwlland crimina' penanl.., and will be
prosecuted to Ihe maximum extent possible under the law. This do,"monl was prod,cad by AlA software at 09:36:17 on 031251200S ,nder Order
No.'000170807_' which expires on 3/2512008, and is nctlo, resaJe,
User Notes: (3659247385}
2
9.8.3,9.8.4,9.8.5
Certificates for Payment
4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7.1,9.10.1,
9.10.3,13.7,14.1.1.3,14.2.4
Certificates of Inspection, Tesfug or Approval
13.5.4
Certificates of Insurance
9.10.2,11.1.3
Change Orders
1.1.\,2.4.1,3.4.2,3.8.2.3,3.11.1,3.12.8,4.2.8,4.3.4,
4.3.9,5.2.3,7.1,7.2,7.3,8.3.1,9.3.1.1,9.10.3,
11.4.1.2,11.4.4,11.4.9,12.1.2
Change Orders, Definition of
7.2.1
CHANGES IN THE WORK
3.11,4.2.8.7.8.3.1,9.3.1.1, 11.4.9
Claim, Definition of
4.3.1
Claims and Disputes
3.2.3,4.3,4.4,4.5,4.6,6.1.1,6.3,7.3.8,9.3.3,9.10.4,
10.3.3
Claims and Timely Assertion of Claims
4.6.5
Claims for Additional Cost
3.2.3,4.3.4,4.3.5,4.3.6,6.1.1,7.3.8, 10.3.2
Claims for Additional Time
3.2.3,4.3.4,4.3.7,6.1.1,8.3.2, 10.3.2
Claims for Concealed or Unknown Conditions
4.3.4
Claims for Damages
3.2.3,3.18,4.3.10,6.1.1,8.3.3,9.5.1,9.6.7,10.3.3,
11.1.1,11.4.5, 11.4.7, 14.1.3, 14.2.4
Claims Subject to Arbitration
4.4.1,4.5.1,4.6.1
Cleaning Up
3,15,6.3
Commencement of Statutory Limitation Period
13.7
Commencement of the Work, Conditions Relating to
2.2.1,3.2.1,3.4.1,3.7.1,3.10.1,3.12.6,4.3.5,5.2.1,
5.2.3,6.2.2,8.1.2,8.2.2,8.3.1,11.1,11.4.1,11.4.6,
11.5.1
Commencement of the Wolk, Definition of
8.1.2
Communications Facilitating Contract
Administration
3.9.1,4.2.4
Completion, Conditions Relafug to
1.6.1,3.4.1,3.11,3.15,4.2.2,4.2.9,8.2,9.4.2,9.8,
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.\.3,82.3,9.4.2,9.8,9.9.1,9.10.3,
9,10.4.2,12.2,13.7
Compliance with Laws
1.6.1,3.2.2,3.6,3.7,3.12.10,3.13,4.1.\,4.4.8,4.6.4.
4.6.6,9.6.4,10.2.2,11.1,11.4,13.1,13.4,13.5.1,
13,5.2,13.6,14.1.1,14.2.\.3
Concealed or Unknown Conditions
4.3.4,8.3.1, 10.3
Conditions of the Contract
1.1.1,1.1.7,6.1.\,6.1.4
Consent, Written
1.6,3.4.2,3.12.8,3.14.2,4.1.2,4.3.4,4.6.4,9.3.2,
9.85,9.9.1,9.10.2,9.10.3,11.4.1, 13.2,13.4.2
CONSTRUCTION BY OWNER OR BY
SEPARATE CONTRACTORS
1.1.4,6
Construction Change Directive, Definition of
7.3.1
Construction Change Directives
1.1.1,3.12.8,4.2.8,4.3.9,7.1,7.3,9.3.1.\
Construction Schedules, Contractor's
1.4.1.2, 3.10, 3.12.1, 3.12.2,4.3.7.2,6.\.3
Contingent Assignment of Subcontracts
5.4, 14.2.2.2
Contioning Contract Perfonnance
4,3.3
Contract, Definition of
1.1.2
CONTRACT, TERMINATION OR
SUSPENSION OF THE
5.4.1.1,11.4.9,14
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.\.3, 11.4.6, 11.5.1
Contract Documents, The
1.1, 1.2
Contract Documents, Copies Furnished and Use of
1.6,2.2.5, 5.3
Contract Documents, Deflnition of
1.1.\
Contract Sum
3.8,4.3.4,4.3.5,4.4.5,5.2.3,7.2,7.3,7.4,9,1, 9.4.2,
9.5.1.4,9.6.7,9.7, 10.3.2, 11.4.1, 14.2.4, 14.3.2
Contract Sum, Definition of
9.1
Contract Time
4.3.4,4.3.7,4.4.5,5.2.3,7.2.\.3,7.3,7.4,8.1.1,8.2,
8.3.1,9.5.1,9.7,10.3.2,12.1.1, 14.3.2
Contract TlJDe, Definition of
8.1.1
CONTRACTOR
3
Contractor, Definition of
3.1,6.1.2
Contractor's Construction Schedules
1.4.1.2,3.10,3.12.1,3.12.2,4.3.7.2,6.\.3
Contractor's Employees
AIAOocumentA201"'-1997.Copyrlght @1911,19'5,t9..,1925,1907,195t,t95,,1961,1960,1966, t970, 1976, t9'7and 1997 by The American
Institute ot Archilects. All ~ghts reserved. WARNING: ThIs AlAe Document Is protected by U.S. Ccpyrlght Law and International Trestles.
Unauthorized reproduction or distribution 01 this AlAe Document, or any ponlon ot It, may result In severe civIl end criminal penalUae, and wIll be
prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 09,06,'7 on 00/2512005 under Order
No,1000170807 _, which expires on 0/2512006, and Is not tor resale,
Ueer Notes: (0659247385)
3
3.3.2,3.4.3,3.8.1,3.9,3.18,2,4.2.3,4.2.6, 10.2, 10.3,
11.1.1,11.4.7,14.1,14.2.1.1,
Contractor's Liability Insurance
11.1
Contractor's Relationship with Separate Contractors
and Owner's Forces
3.12.5,3.14.2,42.4,6, 11.4.7,12.12,12.2.4
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,
11.4.1.2, 11.4.7, 11.4.8
Contractor's Relationship with the Architect
1.1.2, 1.6,3.1.3,3.2.1,3.2.2,3.2.3,3.3.1,3.4.2,3.5.1,
3.7.3,3.10,3.11,3.12,3.16,3.18, 4.1.2,4.1.3,4.2,
4.3.4,4.4.1,4.4.7,5.2,6.2.2,7,8.3.1,9.2,9.3,9.4,
9.5,9.7,9.8,9.9, 10.2.6, 10.3, 11.3,11.4.7, 12,
13.4.2, 13.5
Contractor's Representations
1.5.2,3.5.1,3.12.6,6.2.2,8.2.1,9.3.3,9.8.2
Contractor's Responsibility for Those Performing the
Work
3.3.2,3.18,4.2.3,4.3.8,5.3.1,6.1.3,6.2,6.3,9.5.1,
10
Contractor's Review of Contract Documents
1.5.2,3.2,3.7.3
Contractor's~ttoStoptheWork
9.7
Contractor's Right to TermIDate the Contract
4.3.10,14.1
Contractor's Submittals
3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,7.3.6,9.2,9.3,
9.8.2,9.8.3,9.9.1,9.10.2,9.10.3, 11.1.3,11.5.2
Contractor's Superintendent
3.9, 10.2.6
Contractor's Supervision and Construction
Procedures
1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,4.3.3,6.1.3,
6.2.4,7.1.3,7.3.4,7.3.6,8.2, 10, 12, 14
Contractnal Liahility Insurance
11.1.1.8,11.2,11.3
Coordination and Correlation
1.2,1.5.2,3.3.1,3.10,3.12.6,6.1.3,6.2.1
Copies Furnished of Drawings and Specifications
1.6,2.2.5,3.11
Copyrights
1.6,3.17
Correction of Work
2.3,2.4,3.7.4,4.2.1,9.4.2,9.8.2,9.8.3,9.9.1,12.1.2,
12.2,13.7.1.3
Correlation and Intent of the Contract Documents
1.2
Cost, Definition of
7.3.6
Costs
2.4,3.2.3,3.7.4,3.8.2,3.15.2,43,5.4.2,6.1.1,6.2.3,
7.3.3.3,7.3.6,7.3.7,7.3.8,9.10.2,10.3.2,10.5,11.3,
11.4,12.1,12.2.1,12.2.4,13.5,14
Cutting and Patching
6.2.5,3.14
Damage to Construction of Owner or Separate
Contractors
3.14.2,6.2.4,9.2.1.5, 10.2.1.2, 10.2.5, 10,6, 11.1,
11.4, 12.2.4
Damage to the Work
3.14.2,9.9.1,102.1.2,10.2.5,10.6,11.4,12.2.4
Damages, Claims for
3.2.3,3.18,4.3.10,6.1.1,8.3.3,9.5.1,9,6.7,10.3.3,
11.1.1,11.4.5,11.4.7,14.1.3,14.2.4
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, Defmition of
8.1.3
Day, Definition of
8.1.4
Decisions of the Architect
4.2.6,4.2.7,4.2.11,4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5,
4.4.6,4.5,6.3,7.3.6,7.3.8, 8.1.3, 8.3.1, 9,2, 9.4,
9.5.1,9.8.4,9.9.1, 13.5.2, 14.2.2, 14.2.4
Decisions to Withhold Certification
9.4.1,9.5,9.7, 14.U.3
Defective or NonconformIDg Work, Acceptance,
Rejection and Correction of
2.3,2.4,3.5.1,4.2.6,6.2.5,9.5.1,9.5.2,9.6.6,9.8.2,
9.9.3,9.10.4,12.2.1,13.7.1.3
Defective Work, Definition of
3.5.1
Definitions
1.1, 2.U, 3.1, 3.5.1,3.12.1,3.12.2,3.12.3,4.1.1,
4.3.1,5.1,6.1.2,7.2.1,7.3.1,7.3.6,8.1, 9.1,9.8.1
Delays and Extensions of TIlDe
3.2.3,4.3.1,4.3.4,4.3.7,4.4.5,5.2.3,7.2.1,7.3.1,
7.4.1,8.3,9.5.1,9.7.1,10.3.2, 10.6.1,14.3.2
Disputes
4.1.4,4.3,4.4,4.5,4.6,6.3,7.3.8
Documents and Samples at the Site
3.11
Drawings, Definition of
1.1.5
Drawillgs and Specifications, Use and Ownership of
U.1, 1.3,2.2.5,3.11,5.3
Effective Date of Insurance
8.22,11.1.2
Emergencies
4.3.5, 10.6, 14.1.1.2
Employees, Contractor's
3.3.2,3.4.3,3,8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, 10.3,
I1.U, 11.4.7,14.1, 14.2.U
Equipment, Labor, Materials and
1.1.3,1.1.6,3.4,3.5.1,3.8.2,3.8.3,3.12,3.13,3.15.1,
4.2.6,4.2.7,5.2.1,6.2.1,7.3,6, 9,3.2,9.3.3,9,5.1.3,
9.10.2, 10.2.1, 10.2.4, 14.2.1.2
Execution and Progress of the Work
AlA Docum,ntA201'" -1997. Copyright @ 1911, t915, 19ts, t925, t937. IS51, 1958, 1981, t9B3. 1966, t970, 1976. 1987 and 1997 by The American
Institute 01 Archite<:ls. All rights reserved. WARNING: This AlA" Cocumentis pretec1ed by U.s. Copy~ght Law and InternatlonaJTreatles.
Unauthorized reproduction or dlstrlbutlon of this AlA" Document, or ,ny po~lon of h, may resuh In severe cM! and criminal penaltl.., and will be
proseeuled to the maximum extent possible under the law. This do<>Jment was p"duced by AlA software at 09,36"7 on 03/2512005 under Ord.,
No.100O170807_' which eX Jires on 3/25/2008, and is not for resole.
Us.. Notes, (3659247385)
4
1.1.3,1.2.1,1.2.2,2.2.3,2.2.5,3.1,3.3,3.4,3.5,3.7,
3.10,3.12,3.14,4.2.2,4.2.3,4.3.3,6.2.2, 7.1.3,7.3.4,
8,2,9.5,9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3
Extensions of Time
3.2.3,4.3.1,4.3.4,4.3.7,4.4.5,5.2.3,7.2.1,7.3,7.4.1,
9.5.1,9.7.1,10.3.2,10.6.1,14.32
FaUure of Payment
4.3.6,9.5.1.3,9.7,9.10.2, 14.1. 1.3,14.2.1.2, 13.6
Faulty Work
(See Defective or Nonconforming Work)
Final Completion and Final Payment
4.2.1,4.2.9,4.3.2,9.8.2,9,10, 11.1.2, 11.1.3, 11.4.1,
11.4.5,12.3.1, 13.7, 14.2.4, 14.4.3
Financial Arrangements, Owner's
2.2.1,13.2.2,14.1.1.5
Fire and Extended Coverage Insurance
11.4
GENERAL PROVISIONS
1
Governing Law
13.1
Guarantees (See Warranty)
Hazardous Materials
10.2.4,10.3, 10.5
Identification of Contract Documents
1.5.1
Identification of Subcontractors and Suppliers
5.2.1
Indemnifieation
3.17,3,18,9.10.2,10.3.3,10.5,11.4.1.2,11.4.7
Information and Services Required of the Owner
2.1.2,2.2,3.2.1,3.12.4,3.12.10,4.2.7,4.3.3,6.1.3,
6.1.4,6.2.5,9.3.2,9.6.1,9.6.4,9.9.2,9.10.3,10.3.3,
11.2,11.4,13.5.\,13.5.2,14.1.1.4,14.1.4
Injury or Damage to Penon or Property
4.3.8,10.2, 10,6
Inspections
3.1.3, 3.3.3,3.7.\,4.2.2,4.2.6,4.2.9,9.4.2,9.8.2,
9.8.3,9.9.2,9.10.1,12.2.1,13.5
Instructions to Bidders
1.1.1
Instructions to the Contractor
3.2.3,3.3.1,3.8.\,4.2.8,5.2.1,7,12,8.2.2,13.5.2
Insurance
3.18.\,6.1.1,7.3.6,8.2.1,9.3.2,9.8.4,9.9.1,9.10.2,
9.10.5, 11
Insurance, BoUer and Machinery
11.4.2
Insurance, Contractor's Liability
11.1
Insurance, Effective Date of
8.2.2,11.1.2
Insurance, Loss of Use
11.4.3
Insurance, Owner's Liability
11.2
Insurance, Project Management Protective
Liability
11.3
Insurance, Property
10.2.5,11.4
Insurance, Stored Materials
9.3.2,11.4.1.4
INSURANCE AND BONDS
11
Insurance Companies, Consent to Partial Occupancy
9,9.1,11.4.1.5
Insurance Companies, Settlement with
11.4.10
Intent of the Contract Documents
1.2.1,4.2.7,4.2.\2,4.2.13,7.4
Interest
13.6
Interpretation
1.2.3,1,4,4.1.1,4.3.1,5.1,6.1.2.8.1.4
Interpretations, Written
4.2.\1,4.2.12,4.3.6
Joinder and Consolidation of Claims Required
4.6.4
Judgment on Final Award
4,6.6
Labor and Materials, Equipment
1.1.3,1.\.6,3,4,3.5.\,3.8.2,3.8.3,3.12,3.13,3.15.1,
42.6,4.2.7,5.2.1,6.2.1,7.3.6, 9.3.2,9.3.3,9.5.1.3,
9.10.2,10.2.1,10.2.4,14.2.1.2
Labor Disputes
8.3.\
Laws and Regulations
1.6,3.2.2,3.6,3.7,3.12.10,3.\3,4.1.1,4.4.8,4.6,
9.6.4,9.9.1,10.2.2,11.1,11.4,13.1, 13.4,13.5.1,
13.5.2,13.6, 14
Liens
2.1.2,4.4.8,8.2.2,9.3.3,9.10
Limitation on Consolidation or Joinder
4.6,4
Limitations, Statutes of
4.6.3, 12.2.6, 13.7
Limitations of Liability
2.3,3.2.1,3.5.1,3.7.3,3.12.8,3.12.\0,3.17,3.18,
4.2.6,4.2.7,4.2.12,6.2.2,9.4.2,9.6.4, 9.6.7,9.10.4,
10.3.3,10.2.5,11.1.2,11.2.1,11.4.7,12.2.5,13.4.2
Limitations of Time
2.1.2,2.2,2.4,3.2.1,3.7.3,3.10,3.11,3.12.5,3.15.1,
4.2.7,4.3,4.4,4.5,4.6,5.2,5.3, 5.4,6.2.4,7.3,7.4,
8.2,9.2,9.3.\,9.3.3,9.4.1,9.5,9.6,9.7,9.8,9.9,
9.\0,11.\.3,11.4.1.5,11.4.6,11.4.10,12.2,13.5,
13.7,14
Loss of Use Insurance
11.4.3
Material Suppliers
1.6,3.12.1,4.2.4,4.2.6,5.2.1,9.3,9,4.2,9.6,9.10.5
Materials, Hazardous
10.2.4, 10.3, 10.5
AlA Document A201'" -1997. Copyright @19", 19t5, 19t5. 1925, 1937, 1951, t95B, 19BI. 1983, 19B5, 1970, 1976. t9B7 and 1997 by The American
In"",,, of Archöects. All rights reserved. WARNING, This AlAs Document Is protected by U.S. Copyright Law and Intsroatlonal Treatlas.
Unauthorized reproduction or distribution of this AlAs Documant, or any ponion of ~, may reau~ In severe civil and criminal pena"'ea, and will be
pros_d 10 the maximum extent possible under thalaw. This document was prcduced by AlA so!twers at 09:36:17 on 0312512005 undar Ord.,
No.1 000170B07 _t which a'Pires on 31251200B, and is nolforr..a'a,
User Notas: (36592473B51
5
Materials, Labor, Equipment and
1.1.3,1.1.6,1.6.1,3.4,3.5.1,3.8.2,3.8.23,3.12,3.13,
3.15.1,4.2.6,4.2.7,5.2.1,6.2.1,7.3.6,9.3.2,9.3.3,
9.5.1.3,9.10.2,10,2.1,10.2.4,14.2.1.2
Means, Methods, Techniques, Sequences and
Procedures of Construction
3.3.1,3.12.10,4.2.2,4.2.7,9.4.2
Mechanic's Lien
4.4.8
Mediation
4.4.1,4.4.5,4.4.6,4.4.8,4.5,4.6.1,4.6.2,8.3.1, 10.5
Minor Changes in the Work
1.1.\,3.12.8,4.2.8,4.3.6,7.1,7.4
MISCELLANEOUS PROVISIONS
13
Modifications, Definition of
1.1.1
Modifications to the Contract
1.1.\, 1.1.2, 3.7.3, 3.11,4.1.2,42.1,5.2.3,7, 8.3.1,
9.7,10.3.2,11.4.1
Mutual Responsibility
6.2
Nonconforming Work, Acceptance of
9.6.6,9.9.3,12,3
Nonconforming Work, Rejection and Correction of
2.3,2.4,35.1,4.2.6,6.2.5,9.5.1,9.8.2,9.9.3,9.10.4,
12.2.1, 13.7.1.3
Notice
2.2.1,2.3,2.4,3.2.3,3.3.1,3.7.2,3.7.4,3.12.9,4.3,
4.4.8,4.6.5,5.2.1,8.2.2,9.7,9.10, 10.22, 11.1.3,
11.4.6,122.2,12.2.4,13.3,13.5.1,13.52,14.1,14.2
Notice, Written
2.3,2.4,3.3.1,3.9,3.12.9,3.12.10,4.3,4.4.8,4.6.5,
5.2.1,8.2.2, 9.7, 9.10,10.2.2,10.3, 11.1.3,11.4.6,
12.2.2,12.2.4, 13.3, 14
Notice of Testing and Inspections
13.5.1, 135.2
Notice to Proceed
8.2.2
Notices, Permits, Fees and
2.2.2,3.7,3.13,7.3.6.4,10.2.2
Observations, Contractor's
1.5.2,3.2,3.7.3,4.3.4
Occupancy
2.2.2,9.6.6,9.8,11.4.15
Orders, Written
1.1.\,2.3,3.9,4.3.6,7,8.2.2,11.4.9,12.1,122,
13.5.2, 14.3.1
OWNER
2
Owner, Definition of
2.1
Owner, Infonnation and Services Required of the
2.1.2,2.2,3.2.1,3.12.4,3.12.10,4.2.7,4.3.3,6.1.3,
6.1.4,6.2.5,9.3.2,9.6.1,9.6.4,9.9.2,9.10.3,10.3.3,
11.2,11.4,13.5.1,13.5.2,14.1.1.4,14.1.4
Owner's Authority
1.6,2.1.\,2.3,2.4,3.4.2,3.8.1,3.12.10,3.14.2,4.1.2,
4.1.3,4.2.4,4.2.9,4.3.6,4.4.7, 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,
9.9.\,9.10.2, 10.3.2,11.1.3,11.3.1,11.4.3,11.4.10,
12.2.2, 12.3.\, 13.2.2, 14.3, 14.4
Owner's Financial Capability
2.2.1, 132.2, 14.1.1.5
Owner's Liability Insurance
11.2
Owner's Loss of Use Insurance
11.4.3
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, 12.2A, 14.2.2,2
Owner's Rigbt to Clean Up
6.3
Owner's Right to Perform Construction and to
Award Separate Contracts
6.1
Owner's Rigbt to Stop tbe Work
2.3
Owner's Right to Suspend the Work
14.3
Owner's Right to TermÙ1ate the Contract
14.2
Ownership and Use of Drawings, Specifications
and Other Instruments of Service
1.1.\,1.6,2.2.5,3.2.1,3.11.1,3.17.1,4.2.12,5.3
Partial Oecnpancy or Use
9.6.6,9.9,11.4.1.5
Patching, Cutting and
3.14, 6.2.5
Patents
3.17
Payment, Applications for
4.25,7.3.8,9.2,9,3,9.4,9.5.1,9.6.3,9.7.1,9.8.5,
9.10.1,9.10.3,9.\0.5,11.1.3,14.2.4,14.4.3
Payment, Certificates for
4.2.5,4.2.9,9.3.3,9,4,9.5,9.6.1,9.6.6,9.7.1,9,\0.1,
9.10.3, 13.7, 14.1.1.3, 14.2.4
Payment, Failure of
4.3.6,9.5.1.3,9.7,9.\0.2,14.1.\.3,14.2.1.2,13.6
Payment, Fillal
4.2.1,4.2.9,4.3.2,9.8.2,9.10,11.1.2,11.1.3,11.4.1,
11.4.5,12.3.\, 13.7,14.2.4, 14.4.3
Payment Bond, Performance Bond and
7.3.6.4,9.6.7,9.10.3,11.4.9,11.5
Payments, Progress
4.3.3,9.3,9.6,9.8.5,9.\0.3, 13.6, 14.2.3
PAYMENTS AND COMPLETION
9
Payments to Subcontractors
5.4.2,9.5,1.3,9.6.2,9.6.3,9.6.4,9.6.7, 11.4.8,
14.2.1.2
PCB
10.3.1
AIADccumentA201"'-1997.Copyrlght @1911.1915,191S,1925,1937, 195t.1958.t9S1,t9S3, 1966,1970.1976, 1967 and 1997 by The American
Instilute of Archileds. All rights reeerved. WARNING, This AlAs Document Is protecled by U.S. Copyright Law and International Treaties.
Unauthorized ..productlon or dls1rlbUllon otthls AlAe Dccumen!, or any poRion of k, may r..uk In eeve.. civil and criminal penaltlee, and will be
prosecuted to the maximum emm poeslble under the law. This doç¡¡mentwes produeed by AlA software at 09036,17 on 03/2512005 under Order
No.1000t70ao7_1 which .,pires on 3/26/2006, and is not1orresale.
Ueer Notes, (3659247385)
6
Performance Bond and Payment Bond
7.3.6.4,9.6.7,9.10.3,1\.4.9,11.5
Permits, Fees and Notices
2.2.2,3.7,3.13,7.3.6.4,10.2.2
PERSONS AND PROPERTY, PROTECTION
OF
10
PolycWorinated Biphenyl
10.3.\
Product Data, Definition of
3.12.2
Product Data and Samples, Shop Drawings
3.11,3.12,42.7
Progress and Completion
4.2.2,4.3.3,8,2,9.8,9.9.1, 14.\.4
Progress Payments
4.3.3,9.3,9.6,9.8.5,9.10.3,13.6,14.2.3
Project, Definition of the
I.\.4
Project Management Protective Liahility
Insurance
11.3
Project Manual, Defrnition of the
\.\.7
Project Manuals
2.2.5
Project Representatives
4.2.10
Property Insurance
10.2.5, 11.4
PROTECTION OF PERSONS AND PROPERTY
10
Regulations and Laws
\,6,3.2.2,3.6,3.7,3,\2.10,3.13,4.1.1,4.4.8,4.6,
9.6.4,9.9.\, 10.2.2, 11.1, 1\.4, 13.1, 13.4,13.5.1,
13.5.2, 13.6, 14
Rejection of Work
3.5.1,4.2.6,12.2.1
Releases and Waivers of Liens
9.10.2
Representations
1.5.2,3.5.1,3.12.6,6.2.2,8.2.1,9.3.3,9.4.2,9.5.1,
9.8.2,9.10.1
Representatives
2.1.1,3.1.1,3.9,4.1.1,4.2.1,4.2.10,5.1.1,5.\'2,
13.2.1
Resolution of Claims and Disputes
4.4, 4.5, 4.6
Responsibility for Those Performing the Work
3.3.2,3.18,4.2.3,4.3.8,5.3.1,6.1.3,6.2,6.3,9.5.1,
10
Retainage
9.3.1,9.6.2,9.8.5,9.9.1,9.102,9.10.3
Review of Contract Documents and Field
Conditions by Contraclor
\.5.2, 3.2,3.7.3, 3,12.7,6.\.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
\,\,2,2.3,2.4,3.5.1,3.15.2,4.2.6,4.3.4,4.5,4.6,5.3,
5.4,6.1,6.3,7.3.1,8.3,9.5.1,9.7, 10.2.5,10.3,
12.2.2, 12.2.4, 13.4, 14
Royalties, Patents and Copyrights
3,17
Rules and Notices for Arbitration
4.6.2
Safety of Persons and Property
10.2, 10.6
Safety """'autions and Programs
3.3.1,4.2.2,4.2.7,5.3.1,10.1, 10.2, 10.6
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 Val....
9.2,9.3.1
Schedules,
\.4.\.2,3.10, 3.ConstructionI2.1, 3.12.2, 4.3.7.2,
6.\.3
Separate Contracts and Contractors
1.1.4,3.12.5,3'\4.2,4.2.4,4.2.7,4.6.4,6,8.3.1,
11.4.7, 12.1.2, 12.2.5
Shop Drawings, Definition of
3.12.1
Shop Drawings, Product Data and Samples
3.11,3.12,4.2.7
Site, Use of
3,13,6.1.1,6.2.1
Site Inspections
1.2.2,3.2.1,3.3.3,3.7.1,4.2,4.3.4,9.4.2,9.10.1,13.5
Site Visits, Architect's
4.2.2,4.2.9,4.3.4,9.4.2,9.5.1,9.9.2,9.10.1, 13.5
Special Inspections and Testing
4.2.6, 122.1, 13.5
Specifications, Definition of the
\.\.6
Specifications, The
\.1.1,1.1.6,1.\.7, \.2.2, \.6,3.11,3.12.10,3.17
Statute of Limitations
4.6.3, 12.2.6, 13.7
Stopping the Work
2.3,4.3.6,9.7,10.3,14.1
Stored Materials
6.2.1,9.3.2,10.2.\.2,10.2.4, 1\.4.\.4
Subcontractor, Definition of
5.1.1
SUBCONTRACTORS
AIADocumen'A201"'-1997.Copyrlghl @1911, 1915,191a, t925,t937, t95t, 195a, 19a1,19a3, 198a, 1970, 1976, 19a7and t997 by The Ame,ican
1",~U1e of Architects. All rlghl. re.erved. WARNING, This AJAe ßocument Is protected by U.S. Copyright Law end Inle,"atlonal Trealle..
Unauthorized reproduCUon or distribution of Ihls AJAs Document, or any pl>nlon of II. may resuK In severe civil and criminal penalae., and will be
prosecu1ed "'!he maximum men! possible under ,he law. This documen' was p,oduced by AiA softwam at 09'36,17 on 0312512005 unde, O,de.
No.1 000170a07 _t which expires on 3/2512006, and is not lor resa/e.
U.er Not.., (36592473aS)
7
5
Subcontractors, Work by
1.2.2,3.3.2,3.12.1,4.2.3,5.2.3,5.3,5.4,9.3.1.2,
9.6.7
Subcontractnal Relations
5.3,5,4, 9.3.1.2, 9.6, 9.10 10.2,1, 11,4.7, 11,4,8, 14.1,
14.2.1,14.3.2
Submittals
1.6,3.10, 3.Il, 3.12,4.2.7,5.2.1,5.2.3,7.3.6,9.2,
9.3,9.8,9.9.1,9.10.2,9.10.3,11.1.3
Subrogation, Waivers of
6.1.1,11.4.5,11.4,7
Substantial Completion
4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3,
9.10.4.2, 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
3.4.2,3.5.1,7.3.7
Sub-subcontractor, Definition of
5.1.2
Subsurface Conditions
4.3.4
SUCceSBOrs and ASBigns
13.2
Superintendent
3,9, 10.2.6
Supervision and Constrnction Procedures
1.2.2,3,3,3.4,3.12.10,4.2.2,4.2.7,4.3.3,6.1.3,
6.2.4,7.1.3,7.3.6,8.2,8.3.1,9.4.2, 10, 12,14
Surety
4.4.7,5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2
Surety, Consent of
9.10.2,9.10.3
Surveys
2.2.3
Suspension by the Owner for Convenience
14.4
Suspension of the Work
5.4.2, 14.3
Suspension or Termination of the Contract
4.3.6,5.4.1.1,11.4.9,14
Taxes
3,6,3.8.2.1,7.3,6,4
Termination by the Contractor
4.3.10,14.1
Termination by the Owner for Canse
4.3.10,5.4.1.\,14.2
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,
9.10.1,10.3.2,11.4.1.1,12.2.1.13.5
TIME
8
Time, Delays and Extensions of
3.2.3,4.3.1,4.3.4,4.3.7,4.4.5,5.2.3,7.2.1,7.3.1,
7.4.1,8,3,9.5.1,9.7.1,10.3.2, 10.6.1,14.3.2
Time Umits
2.1.2,2.2,2.4,3.2.1,3.7.3,3.10,3.11,3.12.5,3.15.1,
4.2,4.3,4.4,4.5,4.6,5.2,5.3,5.4, 6.2.4,7.3,7.4,
8.2,9.2,9.3.1,9.3.3,9.4.1,9.5,9.6,9.7,9.8,9.9,
9.10,11.1.3,11.4.1.5, 11.4.6, Il.4.10, 12.2,13.5,
13.7,14
Time Limits on Claims
4.3.2, 4,3.4, 4.3.8, 4,4, 4.5, 4.6
Title to Work
9.3.2,9.3.3
UNCOVERING AND CORRECTION OF
WORK
12
Uncovering of Work
12.1
Unforeseen Conditions
4.3.4,8.3.1,10.3
Unit Prices
4.3.9,7.3.3.2
Use of Docurnents
1.1.1,1.6,2.2.5,3.12.6,5.3
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 CJalms by the Contractor
4.3.10,9.10.5, 11.4.7, 13.4.2
Waiver of Claims by the Owner
4.3.10,9.9.3,9.10.3,9.10.4, 11.4.3, 11.4.5, 11.4.7,
12.2.2.1,13.4.2,14.2.4
Waiver of Consequential Damages
4.3.10, 14.2.4
Waiver ofUens
9.10.2,9.10.4
Waivers of Subrogation
6.1.1, Il.4.5, 11,4.7
W3lTanty
3.5,4.2.9, 4,3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2,
13.7,1.3
Weather Delays
4.3.7.2
Work, Definition of
1.1.3
Written Consent
AIADocumentA201"'-1S97.Copyrlght @'91',1915,t9t8.t925,1937,t95t,t958,t95t, 1963, 1966,1970. 1978, t987and 1997 by The American
10SÜ1ute of Archllects. All rights reserved. WARNING: This AlAe Document is protected by U.s. Copyright Law and Intamatlonal Trea"es.
Unauthorized reproduction or dlsl~butlon oflhla AJA" Document, or any po~lon of II, may reaull In aavere clvnand crimIna' penalllea, and will be
prosecuted 10 tha maximum extent possible under the law. This dceumao' was produced by AlA software at 09:36:t7 00 0312512005 under Order
No.1 000170807 _, which expires 00 3125/2006, and is not lor re.we.
User Notes: (3659247385)
8
1.6,3.4.2,3.12.8,3.14.2,4.1.2,4.3.4,4.6.4,9.3.2,
9.8.5,9.9.1,9.10.2,9.10.3, 11.4.1, 13.2, 13.4.2
Written Interpretations
4.2.11,4.2.12,4.3.6
Written Notice
2.3,2.4,3.3.1,3.9,3.12.9,3.12.10,4.3,4.4.8,4.6.5,
5.2.1,8.2.2,9.7,9.10,10.2.2,10.3, 11.1.3,11.4,6,
12.2.2, 12.2.4, 13.3, 14
Written Orders
1.1.1,2.3,3.9,4.3.6,7,8.2.2,11.4.9,12.1,12.2,
13.5.2, 14.3.1
AlA DocumentA'01'" -1997. Copyright @1911, t91õ. 191B. t92Õ. 1937, t9õ1, 19$, 1961, 19B5, t9BB, 1970. 1976, 19B7 and 1997 by The Arneric."
Institute of ArchileClS. All rIghts re.erved. WARNING: Thl. AJAe Document I. prOlec'" by U.s. Copyrighl Law and Internall.nal Treatla..
UnaUlhorlzed raprodUctlon .r distrIbUtIon ofthl. AJAo Documen~ or any ponlon 01 b, may rasub In severe civil and orlmlnal penalties, and will be
prosecuted to the maxImum aXlent posBlble under Ihe law. Thla document was produced by ALSo sotlware at 09:36:17 on 0312512005 under Order
No.1 00Ot70BO7 _, which e,pires on 3/25/2008, and is not for resale.
Us.r NOles: (SB59247S85)
9
ARTICLE 1 GENERAL PROVISIONS
§ 1.1 BASIC DEFINITIONS
§ 1.1.1 THE CONTRACT DOCUMENTS
Tbe Contract Documents consist of the Agreement between Owner and Contractor (hereillafter 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 (I) a written amendment to the Contract signed by both parties, (2) a
Change Order, (3) a Construction Change Directive or (4) a written order for a mIDor change in the Work issued by
the Architect. Urness specifically enumerated in the Agreement, the Contract Documents do not include other
documents such as biddillg requirements (advertisement or illvitation to bid, Instructions to Bidders, sample forms,
the Contractor's bid ar portions of Addenda relafug 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 orny by a Modification. The Contract Documents shall not be
construed to create a contractual relationship of any kind (I) between the Architect and Contractor, (2) between the
Owner and a Subcontractor or Sub-subcon1ractor, (3) between the Owner and Architect or (4) between any persons
or entities other than the Owner and Contractor. The Architect shall, however, be entitled to performance and
enforcement of obligations under the Contract illtended to facilitate performance of the Architect's duties.
§1.1.3THEWORK
The term "Work" means the construction and services required by the Contract Documents, whether completed or
partially completed, and illcludes all other labor, materials, equipment and services provided or to be provided by
the Contractor to fu\fi1\ 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 and which may IDclude construcMn by the Owner or by separate contractors.
§ 1.1.5 THE DRAWINGS
The Drawillgs are the graphic and pictorial portions of the Contract Documents showing the design, location and
dimensions of the Work, generally illcludIDg plans, elevations, sections, details, schedules and diagrams.
§ 1.1.6 THE SPECIFICATIONS
The Specmcations are that portion of the Contract Documents consisting of the written requirements for materials,
equipment, systems, standards and workmanship far the Work, and performance of related services.
§ 1.1.7 THE PROJECT MANUAL
The Project Manual is a volume assembled for the Work which may IDclude the biddIDg requirements, sample
forms, Conditions of the Contract and Specmcations.
§ 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS
§ 1.2.1 The illtent of the Contract Documents is to IDclnde all items necessary for the proper execution and
completion of the Wark by the Contractor. The Contract Documents are complementary, and what is required by
one shall be as billding as if required by all; performance by the Contractor shall be required only to the extent
consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the
illdicated results.
§ 1.2.2 Organization of the Specmcations into divisions, sections and articles, and arrangement of Drawings sball not
control the Contractor in dividillg the Work among Subcontractors or in establishillg the extent of Work to be
performed by any trade.
§ 1.2.3 Urness otherwise stated ill the Contract Documents, words which have well-known technical or construction
industry meanings are used in the Contract Documents in accordance with such recognized meanillgs,
AIADocumentA201"'-1997.Copyrlght @t911,t915, 1918.1925, t937.1951, 1956,1961, 1963, 1966,t970.t976.t987and 1997 by The American
lostiMe of ArcMects. All rights reserved. WARNING: This AlA" Document Ie protected by U.s. CopyrIght Law and Interna1lonal Treaties.
Unauthorized reproduction or distribution of this AlA" Documen~ or any portIon of It, may resuh In severe civil and criminal penahle., end wIll ba
proseouled to the maximum extont possible under lhe law. Thi. doeument was produced by AIA.-"" et 09:36"7 on 03125/2005 undar Order
No.1000170ao7_1 which expires on 312512006, and is nct for resalo.
User Not.., {36592473651
10
§ 1.3 CAPITALIZATION
§ 1.3.1 Terms capitalized in these General Conditions illclude those which are (I) specifically defmed, (2) the titles
of numbered articles or (3) the titles of other documents published by the American Institute of Architects,
§ 1.4 INTERPRETATION
§ 1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any"
and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears
ill another is not intended to affect the illterpretation of either statement.
§ 1.5 EXECUTION OF CONTRACT DOCUMENTS
§ 1.5.1 The Contract Dncuments shall be signed by the Owner and Contractor. If either the Owner or Contractor or
both do not sign all the Contract Documents, the Architect shall identify such unsigned Documents upon request.
§ 1.5.2 Execution oftbe Contract by the Contractor is a representation that the Contractor has visited the site,
become generally familiar with local conditions under which the Work is to be performed and correlated personal
observations with requirements of the Contract Documents.
§ 1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE
§ 1.6. 1 The Drawillgs, Specifications and olher documents, includIDg those in electronic form, prepared by the
Architect and Ihe Architect's consultants are Instrnments of Service through which the Work to be executed by the
Coutractor is described. The Contractor may retain one record set. Neither the Contractor nor any Subcontractor,
Sub-subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications
and other documents prepared by the Architect or the Architect's consultants, and unJess otherwise indicated Ihe
Architect and the Architect's consultants shall be deemed the authors of them and will retain all common law,
statutnry and other reserved rights, in addition to the copyrights. All copies of Instruments of Service, except the
Contractor's record set, shall be returned or suitably accounted for to the Architect, on request, upon completion of
the Work. The Drawillgs, Specifications and other documents prepared by the Architect and the Architect's
consultants, and copies thereof furnished to the Contractor, are for use sole1y with respect to this Project. They are
not to be used by the Contractor or any Subcontractor, Sub-subcontractor or material or equipment supplier on other
projects or for additions to this Project outside the scope of the Work wilhoUl the specific written consent of the
Owner, Architect and the Architect's consultants. The Contractor, Subcontractors, Sub-subcontractors and material
or equipment suppliers are authorized to use and reproduce applicable portinns of the Drawings, Specifications and
other documents prepared by the Architect and the Architect's consultants appropriate to and for use ill the
execution of their W nrk under the Contract Documents. All copies made under this authorization shall bear the
statutory copyright nntice, if any, shown on the Drawillgs, Specifications and other documents prepared by the
Architect and the Architect's consultants. Submittal or distribution to meet official regulatory requirements or for
other purposes ill connection with this Project is not to be construed as publication in derogation of the Architect's
or Architect's consultants' copyrights or other reserved rights.
ARTICLE 2 OWNER
§2.1 GENERAL
§ 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the
Contract Documents as if singular ill number. The Owner shall designate in writiog a representative who shall have
express aulhority to billd the Owner with respect to all matters requiring the Owner's approval or authorization.
Except as otherwise 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 withID fifteen days after receipt of a written request, information
necessary and relevant for the Contractor to evaluate, give notice of or enfOrce mechanic's lien rights. Such
information shall Ùlclude a correct slatement 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 thereÙ1.
§ 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER
§ 2.2.1 The Owner shall, at the written request of the Contractor, prior to commencement of the Work and thereafter,
furnish to the Contractor reasonable evidence that fmancial arrangements have been made to fulfill the Owner's
obligations under the Contract. Fnrnishing of such evidence shall be a condition precedent to commencement or
AlA Doo"ment A20t'" -1997. Copyright @1911, t915. 1918, 1925, 1937. t951, 19S8, 1981. 1983, 1988, 1970, 1976, 1987 and 1997 by The American
Instit... of Archüects. All rIghts reserved. WARNING: This AlA" Document Is protected by U.s. Copyright Law and international Treaties.
Uneuthorlzed reprod"ctlon or dlat"bullon of thIs AlA" Dooument, or eny po"lon 01 It, mey resuh In severe olvllend criminal peneilles, end will be
prosecuted to Ihe maxImum extent possIble under Ihe law. Th. doc"ment was prod"cod by AlA s_are at 09:36,17 on 0312512005 under Order
No.1000170607_1 which expkes on 312512006, and is not lor resale.
User Notes: (3659247365
11
continuation of tbe Work. After sucb evidence has been furnished, the Owner shall not materially vary such
financial arrangements without prior notice to the Contractor.
I §2.2.2 :::;,::~~~~ ~':'.' ~IBdfag IRes. fe~Wred "Rder SeoâeR:J.7.1, "hiell are Ihe re5J'eR,ibi!ilj efilie
Cel1lfAetar ami.. the CenÉl'ac-t DeeHJB8l1!s, !Be The Owner shall secure and pay for necessary nermits and fees
approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures
or for permanent changes in existing facilities.
I
§ 2.2:3 ~t~~~:~~ -~~~ '~ :~':::,,~;:.p~¡:~~:~~a::~:~"t ~~~:O~SF:;;~ :R¡;~~ ~::= :~r
:;:::~m:~,,:~ :~ IR~ ~,a:: eat Glial! .',",0;.. >F.p", pr<!oau;;;;';~;;:;:: or;: =:00 :;:
WeFk-.
§ 2.2.4 Informatinn or services required of the Owner by the Contract Documents shall be furnished by the Owner
with reasonable promptness. Any other information or services relevant to the Contractor's performance of the
Work under the Owner's control shall be furnished by the Owner after receipt from the Contractor of a written
request for such information or services.
§ 2.2.5 Urness otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, such
copies of Drawings and Project Manuals as are reasonably necessary for execution of the Work.
§ 2.3 OWNER'S RIGHT TO STOP THE WORK
§ 2.3.1 If the Contractor fails to correct Work which is not ill accordanoe with the requirements of the Contract
Documents as required by Section 12.2 or persistently 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 eliminated; bnwever, 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,
exoept to the extent required by Section 6.1.3.
§ 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK
§ 2.4.1 If the Contractor defaults or neglects to cmy out the Work in accordance with the Contract Dncuments and
fails within a seven-day period after receipt of written notice from the Owner to commence and continne correction
of such default or neglect with diligenoe and promptness, the Owner may after such seven'day period give the
Contractor a second written notice to correct such deficiencies within a three-day period. If the Contractor within
such three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies,
the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an
appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the
reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect's
additional services made necessary by such defaul~ neglect or failure. Such action by the Owner and amounts
charged to the Contractor are both subject to prior approval of the Architect. If payments then or thereafter due the
Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner.
ARTICLE 3 CONTRACTOR
§3.1 GENERAL
§ 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the
Contract Documents as if singular in number. The term "Contractor" means the Contractor or the Contractor's
authorized representative.
§ 3.1.2 The Contractor shall perfOrm the Work ill accordance with the Contract Documents.
§ 3.1.3 The Contractor shall not be relieved of obligations to perform the Work ill accordance with the Contract
Documents either by activities or duties of the Architect ill the Architect's administration of the Contract, or by tests,
inspections or approvala required or performed by persons other than the Contractor.
§ 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR
§ 3.2.1 Since the Contract Documents are complementary, before startillg each portion of the Work, the Contractor
shall carefu1Iy study and compare the various Drawings and other Contract Documents relative to that portion of the
AlA Document 0201'" -1997. Copyrlgln @ 1911, 19t5, 1918, 1925, 1937, 1951. 195B, 19BI, 1983, t9ô6, 1970. 1976. 19B7 and t997 by The American
Institute of Architects. All rights reserved. WARNING' Thl. AJAe Document ,. protected by U.S. Capy~gln Law and Internatlonel Treatle..
Unauthorized reproduction or dlstrlbullon of Ihl. AJAe Documen~ or eny ponlon of ,~ may resuR In severe civil and crlmlnat penalties, end will be
prosecuted to the maximum extent possible underthelaw. This dccument was produeed by AlA software at 09:36,17 en 0312512005 ""der Order
No.1000170807 -' which expires en 312512006. and i, not for rosat..
U.er Notee, (36592473B5)
12
Work, as well as the information furni&bed by the Owner pursuant to Section 2.2.3, &ball 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 offacilimting construction by the Contractor and are not for the purpose of
discoverÙ1g errors, omissions, or illconsistencies in the Contract Documents; however, any eITors, inconsistencies or
omissions discovered by the Contractor &ball be reported promptly to the Architect as a request for information ill
such form as the Architect may require.
§ 3.2.2 Any design errors or omissions noted by the Contractor durIDg this review shall be reported promptly to the
Architect, but it is recognized that the Contractor's review is made ill the Contractor's capacity as a contractor and
not as a licensed design professional unless otherwise specifically provided in the Contract Documents. The
Contractor is not reqnired to ascertain that the Contract Documents are in accordance with applicable laws, statutes,
ordinances, building codes, and rules and regulations, but any nonconformity discovered by or made known to the
Contractor shall be reported promptly to the Archiœct.
§ 3.2.3 If the Contractor believes that additional cost or time is involved because of clarifications or illstructions
issued by the Architect in response to the Contractor's notices or requests for information pursuant to Sections 3.2.1
and 3.2.2, the Contractor &ball make Claims as provided ill Sections 4.3.6 and 4.3.7. If the Contractor fails to
perform the obligations of Sections 3.2.1 and 3.2.2, the Contractor shall pay such costs and damages to the Owner as
would have been avoided if the Contractor had performed sucb obligations. The Contractor shall not be liable to the
Owner or Architect for damages resnltillg from errors, illconsisœncies or omissions ill the Contract Documents or
for differences between field measurements or conditions and the Contract Documents unless the Contractor
recognized such error, inconsistency, omission or difference and knowillgly failed to report it to the Architect.
§ 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES
§ 3.3.1 The Contractor sball 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, œchniques, sequences
and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents
give other specifIC illstructions concerning these matters. If the Contract Documents give specific illstructions
concerning construction means, methods, œchniques, sequences or procedures, the Contractor &ball evaluate the
jobsiœ 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 Conlractor determines that sncb means, methods,
techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner
and Architect and shall not proceed with that portion of the Work without further written illstructions from the
Architect. If the Contractor is then illstruoted to proceed with the required means, methods, techniques, sequences or
procedures without acceptance nf changes proposed by the Contractor, the Owner shall be solely responsible for any
resulting loss or damage.
§ 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees,
Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or
on bebalf of the Contractor or any of its Subcontractors.
§ 3.3.3 The Contractor shall be responsible for inspection of portions of Work aheady performed to determine that
such portions are ill proper condition to receive subsequent Work.
§ 3.4 LABOR AND MATERIALS
§ 3.4.1 Unless otherwise provided ill the Contract Documents, the Contractor sha11 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 nf the Work, whether œmporary or permanent
and whether or not incorporaœd or to be illcorporaœd in the Work.
§ 3.4.2 The Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect
and in accordance with a Change Order.
§ 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other
persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not
skilled ill tasks assigned to them.
AlA DocumentA20t'" -1997. Copyright @ t911, 1915, 1918, 1925, 1937. t951, 1958, 1961, 1983, t966. t970. 1976, 1987 and '997 by The American
Institute of Arch_eelS. Alt rights reserved. WARNING: ThIs AlA" Document Is protected by U.s. CopyrIght Law and International Treaties.
Unauthorl2ed reproduction or distribution 01 this AlAe Documenl, orany panlon 01 II, mey resuh In severe cfYIl and crimInal peneltl.., and will be
prosecuted 1<IIhe maxImum extent possible under the law. This document was p"'duced by AlA "ftware at 09'3S"7 on 03l2S12005 unde, Order
No.1000170807 _, which e'Pi,as en 3/2512006, and is ncllor resale.
Usar NoIas: (3859247385)
13
§ 3.5 WARRANTY
§ 3.5.1 The Contractor warrants to the Owner and Anchitect that materials and equipment furnished under the
Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the
Work will be free from defects not Ù1berent ill the quality required or permitted, and that the Work will conform to
the requirements of the Contract Documents. Work not conformIDg to these requirements, illcluding substitutions
not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for
damage or defect caused by abuse, modifications not executed by the Contractor, improper Dr insufficient
maintenance, improper operation, Dr normal wear and tear and normal usage. If required by the Anchitec~ the
Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment.
§3.6TAXES
§ 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor
which are legally enacted when bids are received Dr negotistions concluded, whether or not yet effective or merely
scbeduled to go into effect.
§ 3.7 PERMITS, FEES AND NOTICES
I § 3.7.1lli1\ess otherwise !'fÐ"¡'¡eà in the CeR- DÐcamenls, the CeBlfacter siJaIIse""", aRà pay for the bBilàiag
permit ...à ether All permits and governmental fees, licenses and inspections necessary for proper execution and
completion of the Work whioh ere ""'teææily Be_aà after .".slItieR Ðfth. CeBlfaet aRà l1ieh ...legaIl~
re~m.eà ,,11... hiàß are rBoe; oà er RogelialieR' ceRBludoà.have been waived.
§ 3.7.2 The Contractor shall comply with and give notices required by laws, ordIDances, rules, regulations and lawful
orders of public authorities applicable to performance of the Work.
§ 3.7.3lt is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with
applicable laws, statutes, ordIDances, building codes, and rules and regulations. However, if the Contractor observes
that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Architect
and Owner ill writing, and necessary changes shall be accomplished by appropriate Modification.
§ 3.7.4 If the Contractor performs Workknowillg it to be contrary to laws, statutes, ordinances, buildIDg codes, and
rules and regulations without such notice to the Architect and Owner, the Contractor shall assume appropriate
responsibility for such Work and shall bear the costs attributable to correction.
§ 3.8 ALLOWANCES
§ 3.8.1 The Contractor shall include ill the Contract Sum all allowances stated ill the Contract Documents. Items
covered by allowances shall be supplied for such amounts and by such persons Dr entities as the Owner may direct,
but the Contractor shall not be required to employ persons Dr entities to whom the Contractor has reasonable
objection.
§ 3.8.2 Unless otherwise provided ill the Contract Documents:
.1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and
all required taxes, less applicable trade discounts;
.2 Contractor's costs for unloading and band1ing at the site, labor, installation costs, overhead, profit and
other expenses contemplated for stated allowance amounts shall be illclnded in the Contract Sum but
not ill the allowances;
.3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordIDgi y
by Change Order. The amount of the Change Order shall reflect (I) the difference between actual
costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's costs under Section
3.8.2.2.
§ 3.8.3 Materials and equipment under an allowance shall be selected by the Owner ill sufficient time to avoid delay
ill the Work.
§ 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 superÙ1tendent shall represent the Contractor, and
communications given to the superintendent shall be as bindIDg as if given to the Contractor. Important
AlA nocument A201'" -1997. Copyright @ 1911, 1918, 1918, 1925. t937, t951, t95B, 1901, 196a, 1966, 1970, 1976, 1987 and 1997 by The American
Institule of Architects. All rights reserved. WARNING'Thls AlA" Dooumentls protected by U.S.Copyrlghl Law and Inte,nationalTreaties.
Unauthorized reproduction or distribution of Ihls AlA" nooument, or any ponlon of n, may resun In severe olvll and criminal penanl.., and will be
proseo- 10 Ihe maximum extont possible under the law. This document was produced by AlA software.. 09,a6,t7 on 03125/2005 under Order
No.'00O'70BO7_' which.,pires,n 3/2512006. snd is natlorresaJe.
User Not.., (38592473B5)
14
communications shall be confIrmed in writing. Other communications shall be similarly confIrmed on written
request in each case.
§ 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES
§ 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and
Architect's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits
current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the
Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and sball
provide for expeditious and practicable execution of the Work.
§ 3.10.2 Tbe Contractor shall prepare and keep current, for the Architect's approval, a scbedule of submittals which
is coordillated with the Contractor's construction schedule and allows the Architect reasonable time to review
submitta1s.
§ 3.10.3 The Contractor shall perform the Work in general accordance with the most recent scbedoles submitted to
the Owner and Architect.
§3.11 DOCUMENTS AND SAMPLES ATTHESITE
§ 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawillgs, Specifications,
Addenda, Change Orders and other Modifications, in good order and marked currently to record field changes and
selections made during construction, and one reoord copy of approved Shop Drawings, Product Data, Samples and
similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for
submittal to the Owner upon completion of the Work.
§ 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES
§ 3.12.1 Shop Drawings are drawillgs, diagrams, schedules and other data specia1\y prepared for the Work by the
Contractor or a Subcontractor, Sub-subcontractor, mannfacturer, supplier or distribntor to illustrate some portion of
the Work.
§ 3.12.2 Product Data are illustrations, standard scbedules, performance charts. instructions, brochures, diagrams and
other Mormation furnished by the Contractor to illustrate materials or equipment for some portion of the Work.
§ 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish
standards by which the Work will be jndged.
§ 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of
their submittal is to demonstrate for those portions of the Work for which submitta1s are required by the Contract
Documents the way by which the Contractor proposes to conform to the Mormation given and the design concept
expressed ill the Contract Documents. Review by the Architect is subject to the limitations of Section 4.2.7.
Informational submittals upon which the Architect is not expected to take responsive action may be so identified in
the Contract Documents. Submitta1s which are not required by the Contract Documents may be returned by the
Architect without action.
§ 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the
Architect Shop Drawings, Product Data, Samples and similar submittals reqnired by the Contract Documents with
reasonable promptness and ill such sequence as to cause no delay in the Work or ill the activities of the Owner or of
separate contractors. Submittals which are not marked as reviewed for compliance with the Contract Documents and
approved by the Contractor may be returned by the Architect without action.
§ 3.12.6 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor
represents that the Contractor has determIDed and verified materials, field measurements and field construction
criteria related thereto, or will do so, and has cbecked and coordinsted the Mormation contained withID such
submittals with the requirements of the Work and of the Contract Documents.
§ 3.12.7 The Contractor shall perform no portion of the Work for which the 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.
AlA Document A20,'" -1997. Copyright @ 1911,1915,1918, 1925, 1937, 1951, 1958, 1981, 19~, 1966,1970. 1975. 1967 and 1997 by The Amencan
Institute of Architects. All lights reserved. WARNING: This AlA" Dooumenlls protected by U.S, Copyright Law and Inlern81lonaf TreaUes.
Unauthorized reproduotlon or distribution ofthls AlA" Document, orany pollion at U, may resuh In se.... olvll and criminal penaf".., and wtll be
prosecuted to the maximum extent poSSIble under the law. This document was produced by AlA software a' 09036:17 on 03/2512005 under Order
No,'000'70807_' which expires on 3125/2006. and ~ not for rese/e,
User Not..: (36592473651
15
§ 3.12.8 The Work shall be ill accordance with approved submittals except that the Contractor shall not be relieved of
responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop
Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect
in writing of sneh deviation at the time of submittal and (I) the Architect has given written approval to the specific
deviation as a mIDor change in the Work, or (2) a Change Order or Constrnction Change Directive has been issued
authorizing me 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 shal1 direct specific attention, in writillg or on resubmitted Shop Drawillgs, Product Data,
Samples or similar submitrals, to revisions other than those requested by the Architect on previous submittals. In the
absence of sneh 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 professionaJ services which constitute the practice of
architecture or engineerÙ1g unless sneh services are specifically required by the Contract Documents for a portion of
the Work or unless the Contractor needs to provide such services ill order to carry out the Contractor's
responsibilities for construction means, methods, techniques, sequences and prooedures. The Contractor sball not be
reqnired to provide professionaJ services in violation of applicable law. Ifprofessional design services or
certifications by a design professional related to systems, materials or equipment are specifically required of the
Contractor by the Contract Documents, me Owner and the Architect will specify all performance and design criteria
that sneh services must satisfy. The Contractor shal1 cause sneh services or certifications to be provided by a
properly licensed design professional, whose signature and seal shall appear on all drawillgs, calculations,
specmcatioll8, certifications, Shop Drawillgs and other submittals prepared by sneh professional. Shop Drawings
and other submittals related to the Work designad 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 shal1 be entitled
to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by snch
design professionals, provided the Owner and Architect have specified to the Contractor all performance and design
criteria that sneh services must 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 jnformation
given and the design concept expressed ill the Contract Documents. The Contractor shal1 not be respoll8ible for the
adequacy of the performance or design criteria required by the Contract Documents.
§3.13 USE OF SITE
§ 3.13.1 The Contractor shall confIDe operations at the site to areas permitted by law, ordillances, permits and the
Contract Documents and shal1 not unreasouably encumber the site with materials or equipment.
§3.14 CUTTING AND PATCHING
§ 3.14.1 The Contractor shal1 be responsible for cutting, fitting or patchIDg required to complete the Work or to ma1œ
its parts fit together properly.
§ 3.14.2 The Contractor shall not damage or endanger a portÙ1n of the Work or fully or partially completed
construction of the Owner or separate contractors by cutrÙ1g, patching or otherwise altering such constrnction, or by
excavation. The Contractor shall not cut or o1herwise alter such construction by the Owner or a separate contractor
except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably
withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's
coll8ent to cutting or otherwise altering the Work.
§3.15 CLEANING UP
§ 3.15.1 The Contractor shall keep the premises and surroundillg area free from accumulation of waste materials or
rubbish caused by operations under the Contract. At completion oftbe Work, the Contractor shall remove from and
about the Project waste materials, rubbish, the Contractor's tools, constrnction equipment, machillery and surplus
materials.
§ 3.15.21fthe Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the cost
thereof shall be charged to the Contractor.
AlA Cecument A201"' -1997. Copyright @t911, 1915, 19t6, 1925, 1937, t951, 1956, 1961.1963,1966,1970.1976,1967 and 1997 by The Ametican
Institule of A",hileC1s. All rights reserved. WARNING: This AlAe Document Is profeCled by U.S. Copyright Law end International Treaties.
Uneuthcrlzed reproduction or dlslrlbutlon of this AlA" Cecum..., or any portion of I~ may rasult In severa civil and erlmlnal penalties, and will be
prosecuted to tha """"mum extent poselble under lhe law. This dccument was p"'duced by AlA software at 09:86:17 on 0:312512005 under Order
No,100Ot70607_' which expires on 8/2512006, and" IlOltor resaJe,
User Notes: (3659247305)
16
§ 3.16 ACCESS TO WORK
§ 3.16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress
wherever located.
§ 3.17 ROYAlTIES, PATENTS AND COPYRIGHTS
§ 3.17.1 The Contractor sha11 pay all royalties and license fees. The Contractor shall defend suits or claims for
infiingement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account
thereof, but shall not be responsible for such defense or loss when a particuJar design, process or product of a
particular manufacturer or manufactnrers is reqnired 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 infiingement of a copyright or a
patent, the Contractor shal1 be responsible for such loss unless such illformation is promptly furnisbed to the
Architect.
§ 3.18 INDEMNIFICATION
§ 3.18.1 To the fullest extent permitted by law and to the extent claims, damages, losses or expenses are not covered
by Project Management Protective Liability insurance purchased by the Contractor ill accordance with Section 11.3,
the Contractor shal1 illdemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and
employees of any of them from and agaillst claims, damages, losses and expenses, including but not limited to
attorneys' fees, arisillg out of or resulting from performance of the Work, provided that such claim, damage, loss or
expense is attributable to bodily illjury, sickness, disease or death, or to Ïl\iury to or destruction of tangible property
(other than the Work itself), but only to Ihe extent cansed by the negligent acts or omissions of the Contractor, a
Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable,
regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder.
Such obligation shall not be constmed to negate, abridge, or rednee other rights or obligatioru; of illdenmity which
would otherwise exist as to a party or person described ill this Section 3.18.
§ 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor,
a Subcontractor, anynne directly or indirectly employed by them or anyone for whru;e acts they may be liable, the
indemnification obligation under Section 3.18.1 shal1 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' comperu;ation acts,
disability benefit acts or other employee benefit acts.
ARTICLE 4 ADMINISTRATION OF THE CONTRACT
§ 4.1 ARCHITECT
§ 4.1.1 The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing
architecture identified as such ill the Agreement and is referred to throughout the Contract Documents as if sillgular
in number. The term "Architect" means the Architect or the Architect's authorized representAtive.
§ 4.1.2 Dnties, 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 sha11 not be unreasonably withheld.
§ 4.1.3 If the employment of the Architect is termIDated, the Owner sha11 employ a new Architect against whom the
Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the former
Architect.
§ 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT
§ 4.2.1 The Architect will provide administration of the Contract as described ill the Contract Documents, and will be
an Owner's represenbltive (I) during constrnction, (2) until final payment is due and (3) with the Owner's
concurrence, from time to time during the one-year period for correction of Work described ill Section 12.2. The
Architect will have authority to act on behalf of the Owner only to the extent provided ill the Contract Documents,
unless otherwise modified in writing in accordance with other provisions of the Contract.
§ 4.2.2 The Architect, as a representative of the Owner, will visit the site at illtervals appropriate to the stage of tbe
Contractor's operations (I) to become generally familiar with and to keep the Owner wormed about the progress
and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and
AlA Document A20t'" -1997. Copyright @ 1911, 1915, 1915, 1925,1937, 1951. 1958, 1981. 1983. 1966, 1970, 1976, 1987 and 1997 by The American
InstiMe 01 Arch_. All rights reeerved. WARNtNG, ThIs AlA" Document Is protecled by U.S. Copyright Law and InlOrnatlonel Treetles.
Uneuthorlzed reproduction or dtetrlbutlon ol\hls AlA" Docum"nt or any IIOnlon of", may reeu"'n severe civil and criminal pena"'ee, and will be
pros....odlo Ihe maximum e..ent IIOselble under the law. This doc"ment was prcd"ed by AlA sollware at ag"6:1 7 on 0312512005 unde, Order
No,1000170807_' which expires on 312512006, and Is not for r..~e.
User Note.. (3659247385)
17
deficiencies ill the Work, and (3) to determille in general if the Work is being performed in a manner indicating that
the Work, when fuI1y completed, will be in accordance with the Contract Documents. However, the Architect will
not be required to make exhaustive or continuons on-site irtspections to check the quality or quantity of the Work.
The Architect will neither have control over or charge of, nor be respOrtsible for, the construction means, methods,
tecbniques, 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
Section3.3.\.
§ 4.2.3 The Architect will not be resportsible for the Contractor's failure ID perform the Work in accordance with the
requirements of the Contract Documents. The Architect will not have control over or charge of and will not be
resportsible for acts or omissiorts of the Contractor, Subcontractors, or their agents or employees, or any other
persons or entities performillg portions of the Work.
§ 4.2.4 Communications Facilitating Contract Administration. Except as otherwise provided ill the Contract
Documents or when direct communications have been specially authorized, the Owner and Contractor shall
endeavor to communicate with each other through the Architect about matters erising out of or relating to the
Contract. Communications by and with the Architect's consultants shaIl be through the Architect. Communications
by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with
separate contractors shall be through the Owner.
§ 4.2.5 Based on the Architect's evaluations of the ContraclDr's Applicatinns for Payment, the Architect will review
and certify the amounts due the Contractor and will issne Certificates for Payment ill such amounts.
§ 4.2.6 The Architect will have authority to reject Work that does not conform to the Contract Documents. Whenever
the Architect considers it necessary or advisable, the Architect will have authority ID require inspection or testing of
the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, irtstalled or
completed. However, neither this authority of the Architect nor a decision made ill good faith either to exercise or
not to exercise such authority shaIl give rise to a duty or responsibility of the Architect to the Contractor,
Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing
portions of the Work.
§ 4.2.7 The Architect will review and approve or take other appropriate actinn 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 ill the Contract Documents. The Architect's action will be taken
with sucb reasonable promptness as to cause no delay ill the Work or ill the activities of the Owner, Contractor or
separate contractors, while aIlowillg sufficient time in the Architect's professional judgment to permit adequate
review. Review of such submittals is not conducted for the purpose of determÙ1Ù1g the accuracy and completeness of
other details such as dimensions and quantities, or for substantiating instrnetions for installation or performance of
equipment or systems, all of which remaill the responsibility of the Contractor as required by the Contract
Documents. The Architect's review nf the Contractor's submittals shall not relieve the Contractor of the obligations
under Sections 3.3, 3.5 and 3.12. The Architect's review shell not constitute approval nf safety precautions or, unless
otherwise specifically stated by the Architect, of any construction means, methods, tecbniques, sequences or
procedures. The Architect's approval of a specific item shaIl not illdicate approval of an assembly of which the item
is a component
§ 4.2.8 The Architect will prepare Change Orders and Cortstruction Change Directives, and may authorize minor
changes in the Work as provided ill Section 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, will receive and forward to the Owner, for the Owner's review and records, written warranties
and related documents required by the Contract and assembled by the Contractor, and will issue a final Certificate
for Payment upon compliance with the requirements of the Contract Documents.
§ 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in
carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of
such project representatives shall be as set forth ill an exhibit ID be Ùlcorporated ill the Contract Documents.
AlA nocumentA201'" -1997. Copyright @ 1911, 1915, 1919, t925, t937, 1951, t958, 19B1, 1963, 19BB, 1970, 1976, 19B7and 1997 hy The Ame,ican
Institute of Archile.... All ~g"e reserved. WARNING: This AlA" Doçument I. protected by U.S. Copyright Law and International T...tle..
Unauthorized reproductfon or dlstrlbu1ton of thIs AlA" nocument, or any portion of~, may r..u~ In .evere civil and crIminal pene~I.., and will be
prosecuted to the meJdmum extent posslb'e under the law. Th~ doeumentwas produced by AIA.oftware at 09:36:t7 en 03125/2005 under Order
No.1000170807 _, which expires on 3/2512006, and is net for r..aJe.
User N_, (3659247385)
18
§ 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 ill writing within any time limits agreed upon or otherwise with reasonable promptness. If no
agreement is made concernillg the time within which interpretations required of the Architect shall be furnished in
compliance with this Section 4.2, then delay shall not be recognized on account of failure by the Architect to furnish
such illterpretations until 15 days after written request is made for them.
§ 4.2.12 Interpretations and decisions of the Architect will be consistent with the illtent of and reasonably inferable
from the Contract Documents and will be ill writing or ill the form of drawillgs. When making such interpretations
and initial decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will
not show partiality to either and wi\! not be liable for results of interpretations or decisions so rendered ill good faith.
§ 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the illtent
expressed ill the Contract Documents.
§ 4.3 CLAIMS AND DISPUTES
§ 4.3.1 Definition. A Oaim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or
interpretation of Contract terms, payment of money, extension of time or other relief with respect to the terma of the
Contract. The term "Claim" also illc1udes other disputes and matters in question between the Owner and Contractor
arising out of or relating to the ContracL Claims must be initiated by written notice. The responsibility to
substantiate Claima shall rest with the party making the Claim.
§ 4.3.2 Time Limits on Oaima. Oaims by either party must be initiated withID 21 days after OCC1lIrence of the event
giving rise to such Oaim or withID 21 days after the claimant first recognizes the condition giving rise to the Claim,
whichever is later. Claims must be initiated by written notice to the Architect and the other party.
§ 4.3.3 Continuing Contract Performance. Pending final resolution of a Oaim except as otherwise agreed in writing
or as provided in Section 9.7.1 and Article 14, the Contractor shall proceed diligently with performance of the
Contract and the Owner shall continue to make payments ill accordance with the Contract Documents.
§ 4.3.4 Claims for Concealed or Unknown Conditions. If conditions are encountered at the site which are (1)
subsurface or otherwise concealed pbysical conditions which differ materially from those indicated in the Contract
Documents nr (2) unknown physical conditions of an unusual nature, which differ matetial1y from those ordIDarily
found to exist and generally recognized as IDherent in constrnction activities of the character provided for ill the
Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions
are disturbed and ill no event later than 21 days after first observance of the conditions. The Architect wi\! promptly
investigate such conditions and, if they differ materially and cause an increase nr decrease in the Contractor's cost
of, nr time required for, performance of any part of the Work, wi\! recommend an equitable adjustment ill the
Contract Sum or Contract Time, nr both. If the Architect determIDes that the conditions at the site are not materially
different from those illdicated ill the Contract Documents and that no change ill the terms of the Contract is justified,
the Architect shall so notify the Owner and Contractor in writing, stating the reasons. Claims by either party ill
opposition to such determination must be made within 21 days after the Architect has given notice of the decision. If
the conditions encountered are ,materially different, the Contract Sum and Contract Time shall be equitably adjusted,
but if the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the
adjustment shall be referred to the Architect for initial deterrninatioll, subject to further proceedings pursuant to
Section 4.4.
§ 4.3.5 Claims for Additional Cost. If the Cnntractor wishes to make Claim for an increase ill the Contract Sum,
written notice as provided herem shall be given before proceeding to execute the Work. Prior notice is not required
for Oaims relating to an emergency endangering life or property arisillg under Section 10.6.
§ 4.3.61f the Contractor believes additional cost is involved for reasons illcluding but not limited to (I) a written
illterpretation from the Architect, (2) an order by the Owner to stop the Work where the Contractor was not at fault,
(3) a written order for a minor change in the Work issued by the Architect, (4) failure of payment by the Owner, (5)
termination of the Contract by the Owner, (6) Owner's suspension or (7) other reasonable grounds, Claim shall be
filed in accordance with this Section 4.3.
AlA Document MO"" -'997. Copyright @ 1911, t915, 19'B, 1925, 1937, 1951. 1958, 1981, 1963. 1986. 1970, 1978, t987 and 1997 by The Amencan
Institute of Architects. All rlghls reserved. WARNING, ThIs AlA" Document 'S protected by U,S. CopyMghl Law and Intematlone' Treaties.
Unauthor'md reproductIon or dlotMbutlon o1'hlo AlA" Document, or any ponlon 0111, may roou. In severo clvtlend crlmln., pen."'.., and will be
prosecuted 'o'he maximum e..ent POssible under the law. This document was produced by AlA software at 09:35,'7 on 03/2512005 under Order
No.1000170B07_' which e""ires on 3/2512006, and is not for resa/e.
User Notee, (36592473B5)
19
§ 4.3.7 Oaims for Additional Time
§ 4.3.7.1 If the Contractor wishes to make Oaim for an increase ill the Contract Time, written notice as provided
hereill shall be given. The Contractor's Claim shall illclude an estimate of cost and of probable effect of delay on
progress of the Work. In the case of a continuing delay only one Claim is necessary.
§ 4.3.7.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented
by data substantiating that weather conditions were abnormal for the period of time, conld not have been reasonably
anticipated and had an adverse effect on the schednled construction.
§ 4.3.8 Injury or Damage to Person or Ptoperty. If either party to the Contract suffers injury or damage to person or
property because of an act or omission of the other party, or of others for whose acts such party is legally
responsible, written notice of such injury or damage, whether or not illsured, shall be given to the other party within
a reasonable time not exceedillg 21 days after discovery. The notice sha11 provide sufficient detail to enable the other
party to illvestigate the matter.
§ 4.3.9 If unit prices are stated io the Contract Documents or subsequently agreed upon, and if quantities originally
contemplated are materially changed ill 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 sha11 be equitably adjusted.
§ 4.3.10 C1aims for Consequential Damages. The Contractor and Owner waive Claims aguinst each other for
consequential damages arising out of or relating to this Contract. This mutual waiver includes:
.1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financillg,
business and reputation, and for loss of management or employee productivity or of the services of
such persons; and
..2 damages incurred by the Contractor for principal office expenses including the compensation of
personnel stationed there, for losses of financing, busilless and reputation, and for loss of profit
except anticipated profit arising directly from the Work.
This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termIDation
in aocordance with Article 14. NothIDg contained ill this Section 4.3.10 shall be deemed to preclnde an award of
liquidated direct damages, when applicable, in accordance with the requirements of the Contract Documents.
§ 4.4 RESOLUTION OF CLAIMS AND DISPUTES
§ 4.4.1 Decision of Architect C1aims, including those alleging an error or omission by the Architect but excluding
those arising under Sections 10.3 through 105, shall be referred initially to the Architect for decision. An initial
decision by the Architect shall be required as a condition precedent to mediation, arbitration or litigation of all
Claims between the Contractor and Owner arising prior to the date final payment is due, unless 30 days have passed
after the Claim has been referred to the Architect with no decision having been rendered by the Architect The
Architect will not decide disputes between the Contractor and persons or entities other than the Owner.
§ 4.4.2 The Architect will review Oaims and withID ten days of the receipt of the Claim take one or more of the
following actions: (I) request additional supportiog data from the claimant or a response with supportiog data ITOm
the other party, (2) reject the Claim ill whole or ill part, (3) approve the Oaim, (4) suggest a compromise, or (5)
advise the parties that the Architect is unable to resolve the Claim if the Architect lacks sufficient information to
evaluate the merits of the Oaim or if the Architect concludes that, in the Architect's sole discretion, it would be
inappropriate for the Architect to resolve the Claim.
§ 4.4.3 In evaluating Claims, the Architect may, but shall not be oblIgated to, consnlt with or seek information ITom
either party or from persons with special knowledge or expertise who may assist the Architect ill rendering a
decision. The Architect may request the Owner to authorize retention of such persons at the Owner's expense.
§ 4.4.4 If the Architect requests a party to provide a response to a Claim or to furnish additional supportiog data,
such party shall respond, within ten days after receipt of such request, and sha11 either provide a response on the
requested supportiog data, advise the Architect when the response or supporting data will be furnished or advise the
Architect that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the
Architect will either reject or approve the Claim ill whole or in part.
AlA Document A20"" -1997. Copyright @ 1911. 1915, 1918,1925.1937,1951,1958,1981,1963,1966.1970.1976,1967 and t997 by The American
Institute 01 Arch.eelS. All rights reservod. WARNING, This AlA" Document Is protected by U.S. Copyrlghl Law and Intornatlonal Treatlss.
Unauthorlzsd reproduction 0' distrIbution of this AlA" Document, or any ponlon of II, may reauN In severe cIvil and crIminal penallles, and will bo
proseoulod to tho maximum extent p...lble undo' the law. This document was produced by AlA software at 09:36:t7 on 0312512005 under Ordsr
No.1000170807 _t which e"Pires on 3/2512006, and is not lor resale.
Use, Not.., (3659247385)
20
§ 4.4.5 The Architect will approve or reject Claims by written decision, which shall state the reasons therefor and
which shall notify the parties of any change in the Contract Sum or Contract Time or both. The approval or rejection
of a Claim by the Architect shall be fIDal and billding on the parties but subject to mediation and arbitration.
§ 4.4.6 When a written decision of the Architect states that (I) the decision is fIDal but subject to mediation and
arbitration and (2) a demand for arbittation of a Claim covered by such decision must be made withID 30 days after
the date on which the party making the demand receives the fIDal written decision, then failure to demand arbitration
withill said 30 days' period shall result in the Architect's decision becoming final and billding upon the Owner and
Contractor. If the Architect renders a decision after arbitration proceedings have been initiated, such decision may
be entered as evidence, but shall not supersede arbitration proceedings unless the decision is acceptable to all parties
concerned.
§ 4.4.7 Upon receipt of a Oaim against the Contractor or at any time thereafter, the Architect or the Owner may, but
is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a
possibility of a Contractor's default, the Architect or the Owner may, but is not obligated to, notify the surety and
request the surety's assistance ill resolving the controversy.
§ 4.4.8Ifa Claim relates to or is the subject of a mechanic's lien, the party assertillg such Claim may proceed ill
accordanoe with applicable law to comply with the lien notice or filing deadlines prior to resolution of the Claim by
the Architect, by mediation or by arbitration.
§ 4.5 MEDIATION
§ 4.5.1 Any Claim arisillg out of or related to the Contract, except Claims relating to aesthetic effect and except those
waived as provided for ill Sections 4.3.10, 9.10.4 and 9.105 shall, after initial decision by the Architect or 30 days
after submission of the Claim to the Architect, be subject to mediation as a condition precedent to arbitration or the
institution of legal or equitable proceedings by either party.
§ 4.5.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutua1ly agree
otherwise, shall be ill accordance with the Construction Industry Mediation Rules of the American Arbitration
Association currently in effect. Request for mediation shall be filed in writing with the other party to the Contract
and with the American Arbitration Association. The request may be made concurrently with the filing of a demand
for arbitration but, ill such event, mediation shall proceed ill advance of arbitration or legal or equitable proceedings,
which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer
perind by agreement of the parties or court order.
§ 4.5.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutua1ly agreed upon. Agreements reached ill mediation sball
be enforceable as settlement agreements in any court having jurisdiction thereof.
§ 4.6 ARBITRATION
§ 4.6.1 Any Claim arisillg out of or related to the Contract, except Claims relating to aesthetic effect and except those
waived as provided for ill Sections 4.3.10, 9.10.4 and 9.10.5, shall, after decision by the Architect or 30 days after
submission of the Claim to the Architect, be subject to arbitration. Prior to arbitration, the parties sball endeavor to
resolve disputes by mediation ill accordance with the provisions of Section 4.5.
§ 4.62 Claims not resolved by mediation shall be decided by arbitration which, unless the parties mutually agree
otherwise, sball be in accordance with the Construction Industry Arbitration Rules of the American Arbitration
Association currently in effect. The demand for arbitration shall be flied ill writing with the other party to the
Contract and with the American Arbitration Association, and a copy shall be filed with the Architect.
§ 4.6.3 A demand for arbitration shall be made withID the time limits specified ill Sections 4.4.6 and 4.6.1 as
applicable, and in other cases withID a reasonable time after the Claim has arisen, and in no event shall it be made
after the date wben illstitution of legal or equitable proceedings based on such Oaim would be barred by the
applicable statute of limitations as determined pursuant to Section 13.7.
AlA Doeumon1 MOl'" -1997. Copyrlghl @ 1911, 19t5, 191B, IB25, 1987, t951, 1958, 19BI, 1963, 19BB, 1970, 197B, 19B7 and 1997 by The American
Institute of Architocts. All rlghl' reserved. WARNING: Thlo AlA" Document I. protected by U.S. Copyrighl Law end Intornall.nal Troa"o..
UnauthorIzed reproduction cr dlsltlbutlon.t this AlA" Documont, or any potllon of 't, may rosuM In severe civil and crIminal penoltl.., and will be
prosecuted 10 tho maximum o"'ont possIble under 1118 law. This documonl was producod by AlA software at 09:36:17 on 0812512005 under Order
No.1000170807_t which expires on 8/25/200B. and ~ nol for ,.,oJe.
User Note.: (36592478B5)
21
§ 4.6.4 Limitation on Consolidation or Joinder. No arbitration arising out of or relating to the Contract shall include.
by consolidation or joIDder or ill any other manner, the Architect, the Architect's employees or consultants, except
by written consent containing specific reference to the Agreement and signed by the Architect, Owner, Contractor
and any other person or entity sought to be joined. No arbitration shall illclude, by consolidation or joinder or ill any
other manner, parties other than the Owner, Contractor, a separate contractor as described in Article 6 and other
persons substantially involved in a common question of fact or law whose presence is required if complete relief is
to be accorded ill arbitration. No person or entity other than the Owner, Contractor or a separate contractor as
described ill Article 6 shall be illcluded as an original third party or additionaJ third party to an arbitration whose
interest or responsibility is illsubstantiaJ. Consent to arbitration involvIDg an additionaJ person or entity shall not
constitute consent to arbitration of a Claim not described therein or with a person or entity not named or described
therein. The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity
dilly consented to by parties to the Agreement shall be specificaJly enforceable under applicable law in any court
having jurisdiction thereof.
§ 4.6.5 Oaims and Timely Assertion of Claims. The party filing a notice of demand for arbitration mnst assert in the
demand all C1aims then known to that party on which arbitration is permitted to be demanded.
§ 4.6.6 Judgment on FillaJ Award. The award reudered by the arbitrator or arbitrators shall be [mal, and judgment
may be entered upon it in accordance with applicable law in any court havIDgjurisdiction thereof.
ARTICLE 5 SUBCONTRACTORS
§5.1 DEFINITIONS
§ 5.1.1 A Subconln1ctor is a person or entity who bas a direct contract with the Contractor to perform a portion of the
Wark 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 illclude a separate contractor or subcontractors of a separate contractor.
§ 5.1,2 A Sub-subcontractor is a person or entity woo has a direct or illdirect contract with a Subcontractor to
perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract
Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-
subconln1ctor.
§ 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK
§ 5.2.1 Unless otherwise stated ill the Contract Documents or the bidding requirements, the Contractor, as soon as
practicable after award of the Contract, shall furnish ill writing to the Owner through the Architect the names of
persons or entities (illcluding those who are to furnish materials or equipment fabricated to a speciaJ design)
proposed for each principaJ portion of the Work. The Architect will promptly reply to the Contractor ill writing
stating whether or not the Owner or the Architect, after due illvestigatinn, has reasonable objection to any such
proposed person or entity. Failure of the Owner or Architect to reply promptly shall constitute notice of no
reasonable objection.
§ 5.2.2 The Contractor shall not contract with a proposed person or entity to wOOm the Owner or Architect has made
reasonable and timely objection. The Contractor shall not be required tD contract with anyone to whom the
Contractor has made reasonable objection.
§ 5.2.3 If the Owner or Architect bas reasonable objection to a person or entity proposed by the ContractDr, the
Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but
rejected Subcontractor was reasonably capable of perfurming the Work, the Contract Sum and Contract Time shall
be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order
shall be issued before commencement of the substitute SubcontractDr's Work However, no illcrease ill the Contract
Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively
in submitting names as required.
§ 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner or
Architect makes reasonable objectinn to such substitute.
AlA Docume.. A2O1"' -1997, CopyrIght !i 1911. 1915. 1915, 1925, 1937, 1951, 195B, 19B1, 1953. 196B. 1970, 1976, 1987 and 1997 by The Arne'can
Institute 01 Architects. All rIg'" reserve" WARNING: Thlo AlAe Docume..'s Proteo1ed by U.S. CopyrIght Law and Imerna1lonel T_leo.
UnauthorIzed reproduCtion or distributIon of this AlAe Document, or any poRion of II, may resu. In severe civil and c"mlnel penahl.., and will be
Proooculed to the maximum exI.... p_ble under lhe law. This document was produced by AlA scftware at 09:35,17 on 03125/2005 ""de< Order
No. t 000170807_' which expiras on 3/2512006, and io nCt lor rasaIe.
User Notes: (3659247365)
22
§ 5.3 SUBCONTRACTUAL RELATIONS
§ 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor sball require each
Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by
terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities,
illcludIDg the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents,
assumes toward the Owner and Architect. Each subcoutract 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 thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically
provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the
Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the
Contractor shall require each Subcontractor to enter illto similar agreements with Sub-subcontractors. The
Contractor shall make available to eacb proposed Subcontractor, prior to the execution of the subcontract agreement,
copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the
Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may
be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of
such documents available to their respective proposed Sub-subcontractors.
§ 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
§ 5.4.1 Each 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 which the Owner accepts by notifying the
Subcontractor and Contractor ill writing; and
assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the
Contract.
.2
§ 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor's
compensation shall be equitably adjusted for increases in cost resulting from the suspension.
ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
§ 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCT/ON 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 ill connection with other portions of the Project or other construction or
operations on the site under Conditions of the Contract identicaJ or substantially similar to these illcluding those
portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additionaJ cost is
involved because of such action by the Owner, the Contractor shall make such Claim as provided in Section 4.3.
§ 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" ill the Contract Documents ill each case shall mean the Contractor who executes
each separate Owner-Contractor Agreement.
§ 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate
contractor with the Work of tIie Contractor, who shall cooperate with them. The Contractor shall participate with
other separate contractors and the Owner ill reviewing their construction schedules when directed to do so. The
Contractor shall make any revisions to the construction schedule deemed necessary after a joillt review and mutual
agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate
contractors and the Owner until subsequently revised.
§ 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations
related to the Ptoject with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations
and to have the same rights which apply to the Contractor under the Conditions of the Contract, illcluding, without
excluding others, those stated in Article 3, this Article 6 and Articles 10, 11 and 12.
§ 6.2 MUTUAL RESPONSIBILITY
§ 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for illtroduction and
storage of their materials and equipment and performance of their activities, and shall connect and coordinate the
Contractor's construction and operations with theirs as required by the Contract Documents.
AlA Docume.. M01"' -1997. Copyright @ 1911, 1915, 1919, 1925, 1937, 195t, 1958, 1981, 1963, 1966, 1970, 1976, 1997ood 1997 by The Arne.can
InSliMe of Archilects. All rights reee_. WARNING: This AlA" Doeume.. Is prOlected by U.S. Ccpyrlghllaw and Interna"onal Trestlae.
Unauthorized reproductIon or distribution of Ihte AlA" Dooument, or any IOnlon of It, may resulln sev"", civil and orlmlnal penalties, and wi" be
proeoculed 10 the maximum e",ol IOsell>le "nderthe law. Tho document was produced by AiA software el 09:"":17 000312512005 "ode' Order
No,I000170807_1 which "pires 00 3/2512006, and i. nott" re.oJe,
U.er NOIeo, (3659247365)
23
§ 6.2.21f part of the Contractor's Work depends for proper execution or results upon constroction or operations by
the Owner or a separate contractor, the Contractor shall, prior to proceedIDg with that portion of the Work, promptly
report to the Architect apparent discrepancies or defects in such other constroction that would render it unsuitable
for such proper execution and results. Failure of the Contractor so to report shaIl constitute an acknowledgment that
the Owner's or separate contractor's completed or partially completed constroction is fit and proper to receive the
Contractor's Work. except as to defects not then reasonably discoverable.
§ 6.2.3 The Owner shall be reimbursed by the Contractor for costs incurred hy the Owner which are payable to a
separate contractor because of delays, improperly timed activities or defective constroction of the Contractor. The
Owner shall be responsible to the Contractor for costs illcurred by the Contractor because of delays, improperly
timed activities, damage to the Work or defective constroction of a separate contractor.
§ 6.2.4 The Contractor sba11 promptly remedy damage wrongfully caused by the Contractor to completed or partially
completed constroction or to property of the Owner or separate contractors as provided ill 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 ill Section 3.14.
§ 6.3 OWNER'S RIGHT TO CLEAN UP
§ 6.3.1 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 surroundillg area tree from waste materials and rubbish,
the Owner may clean up and the Architect will allocate the cost among those responsible.
ARTICLE 7 CHANGES IN THE WORK
§7.1 GENERAL
§ 7.1.1 Changes in the Work maybe accomplished after execution of the Contract, and without invalidating the
Contract, by Change Order, Construction Change Directive or order for a mIDor change in the Work, subject to the
limitations stated ill this Article 7 and elsewhere ill the Contract Documents.
§ 7.1.2 A Change Order shall be based upnn agreement among the Owner, Contractor and Architect; a Constroction
Change Directive requires agreement by the Owner and Architect and mayor may not be agreed to hy the
Contractor; an order for a mIDor change in the Work may be issued by the Architect alone.
§ 7.1.3 Changes ill the Work shall be performed under applicable provisions of the Contract Documents, and the
Contractor sba11 proceed promptly, unless otherwise provided ill the Change Order, Constroction Change Directive
or order for a mIDor change ill the Work.
§ 7.2 CHANGE ORDERS
§ 7.2.1 A Change Order is a written instrnment prepared by the Architect and signed by the Owner, Contractor and
Architect, stating their agreement upon all of the followillg:
.1 change in the Work;
.2 the amount of the adjustment, if any, ill the Contract Sum; and
.3 the extent of the adjustment, if any, ill the Contract TIme.
§ 7.2.2 Methods used in determÙ1Ù1g adjustments to the Contract Sum may include those listed ill Section 7.3.3.
§ 7.3 CONSTRUCTION CHANGE DIRECTIVES
§ 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and
Architect, directing a change ill the Work prior to agreement on adjustment, if any, ill the Contract Sum or Contract
Time, or both. The Owner may by Construction Change Directive, without illvalidating the Contract, order changes
in the Work withID the general scope of the Contract consisting of additions, deletions or other revisions, the
Contract Sum and Contract Time heillg adjusted accordIDgly.
§ 7.3.2 A Construction Change Directive shall be used ill the absence of total agreement on the terms of a Change
Order.
AIADocumentA201"'-1997.Copyrlght @1911, 19t5.ISt8, t925, t9"', t95t, 1959.t981, t983,t966,t970,1978.t987and 1997 by The Ame'cOll
Institute of Architects. All rights reserved. WARNING: This AlA" Document 10 protoctO<! by U.S. Copyright LawOIld Int.,nalionaIT....,...
Unauthorized reproduction 0' dls1~bU1lon of this AlA" nocumont, 0' any po~lon ot I~ may'.... In severe clvllond criminal penallles, and wIll be
prosecuted to the m,,'mum extent possible under Ihelow. This document was Produced by AlA software al 09:38:17 on 03125/2005 under Order
No.tOOOI70807_1 which expires on 3/2512006, and Is not 10' resoJo,
U..r Notes: (3859247385)
24
§ 7.3.31fthe Construction Change Directive provides for an adjustment to the Contract Sum. the adjustment shall be
based ou one of the followillg methods:
.1 muß131 acceptance of a lump sum properly itemized and supported by sufficient substantiating data to
permit evaluation;
.2 unit prices stated ill the Contract Documents or subsequently agreed upon:
.3 coat to be determilled ill a manner agreed upon by the parties and a muß13lly acceptable fixed or
percentage fee; or
.4 as provided ill Section 7.3.6.
§ 7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in
the Work illvolved and advise the Architect of the Contractor's agreement or disagreement with the method, if any,
provided in the Construction Change Directive for determÙ1ing the proposed adjustment in the Contract Sum or
Contract Time.
§ 7.3.5 A Constrnction Change Directive signed by the Contractor illdicates the agreement of the Contractor
therewith, inclnding adjustment ill Contract Sum and Contract Time or the method for determinillg them. Such
agreement shall be effective immediately and shall be recomed as a Change Order.
§ 7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment ill the Contract Sum,
the method and the adjustment shall be determined by the Architect on the basis of reasonable expenditures and
samgs of those performillg the Work attributable to the change, inclnding, in case of an increase in the Contract
Sum, a reasonable '!ilowance for overhead and profit. In such case, and also under Section 7.3.3.3, the Contractor
shalllœep and present., in such form as the Architect may prescribe, an itemized accounting together with
appropriate supporting data. Unless otherwise provided ill the Contract Documents, costs for the purposes of this
Section 7.3.6 shall be limited to the following:
.1 costs of labor, Ù1cluding social security, old age and unemployment insurance, fringe benefits
required by agreement or custom, and workers' compensation illsurance;
.2 costs of materials, snpplies and equipment., illcluding cost of transportstion, whether incurporated 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 illsurance, permit fees, and sales, use or similar taxes related to
the Work; and
.5 additional costs of supervision and field office personnel directly attributable to the change.
§ 7.3.7 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change which results in a
net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and
credits covering related Work or subatitutiona are involved in a change, the a1lowance for overhead and profit shall
be figured on the basis of net Ù1crease, if any, with respect to that change.
§ 7.3.8 Pending Mal determination of the totaJ cost of a Construction Change Directive to the Owner, amounts not in
dispute for such changes ill the Worli: shall be illcluded ill Applications for Payment accompanied by a Change
Order illdicatiog the parties' agreement with part or a1l of sucb costs. For any portion of sucb cost that remaina in
dispute, the Architect will make an interim determination for purposes of monthly certification for payment for those
costs. That determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the
right of either party to disagree and assert a claim ill accordance with Article 4.
§ 7.3.9 When the Owner and Contractor agree with the determination made by the Architect concernillg the
adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such
agreement shall be effective immediately and shaI1 be recomed by prep<ration and execution of an appropriate
Change Order.
§ 7.4 MINOR CHANGES IN THE WORK
§ 7.4.1 The Architect will have authority to order millor changes ill the Work not involving adjustment ill the
Contract Sum or extension of the Contract Time and not inconaistent with the illtent of the Contract Documents.
Such changes shall be' effected by written omer and shall be bindillg on the Owner and Contractor. The Contractor
shall carry out such written orders promptly.
AlA Document A20t'" -1997.Copyrlght @1911, t91s, 1918, t92s, t937, t9s1, t9S8, 1981, t9~, 1988, 1870, t97s, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: ThIs AlA" Daaument Is protected by U.S. Copyright Lew and Internatlonat Trestles.
UnaU1horlzed reproduatlon or dletrlb1tllon ofthl. AlA" Daaument, or any portion of It, may result In severe civil and criminal penalties, end will be
praoeauted Ie the maximum -nt paoslble under the law. This document was produced by AlA software at 09:38:17 on 0312512005 under Order
No-1000170807_1 which expires on 3125/2008, and is not for resaJe.
User NOtes: (3859247385)
25
ARTICLE 8 TIME
§8.1 DEFINITIONS
§ 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments. allotted in
the Contract Documents for Substantial Completion of the Work
§ 8.1.2 The date of commencement of the Wor!< 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 ill the Contract Documents shall mean calendar day mùess otherwise specifically
defined.
§ 8.2 PROGRESS AND COMPLETION
§ 8.2.1 Time limits stated ill the Contract Documents are of the essence of the Contract. By executillg the Agreement
the Contractor oonfirms that the Contract Time is a reasonable period for performing the Work.
§ 8.2.2 The Contractor sbal1 not knowingly, except by agreement or instruction of the Owner in writing, prematurely
commence operations on the site or elsewhere prior tD the effective date of insurance required by Article 11 to be
furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the
effective date of such insurance. Unless the date of commencement is estAblished by the Contract Documents or a
notice to proceed given by the Owner, the Contractor sball notify the Owner ill writing not less than five days or
other agreed period before commencing the Work to permit the timely filing of mortgages, mechanic's liens and
other security interests.
§ 8.2.3 The Contractor shall proceed expeditiously with adequate forces and sbal1 achieve Substantial Completion
withID the Contract Time.
§ 8.3 DELAYS AND EXTENSIONS OF TIME
§ 8.3.1lf the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of
the Owner or Architect. or of an employee of either, or of a separate contractor employed by the Owner, or by
changes ordered ill the Work, or by labor disputes. fire, unusual delay in deliveries, unavoidable casualties or other
causes beyond the Contractor's control, or by delay anthorized by the Owner pending mediation and arbitration, or
by other causes which the Architect determines may justify delay, then the Contract Time shall be extended by
Change Order for such reasonable time as the Architect may determÙ1e.
§ 8.3.2 C\aims relating to time shall be made ill accordance with applicable provisions of Section 4.3.
§ 8.3.3 This Section 8.3 does not preclnde recovery of damages for delay by either party under other provisions of
the Contract Documents.
ARTICLE 9 PAYMENTS AND COMPLETION
§ 9.1 CONTRACT SUM
§ 9.1.1 The Contract Sum is slAted in the Agreement and, illcluding authorized adjustments, is the total amount
payable by the Owner to the Contractor for performance of the Work under the Contract Documents.
§ 9.2 SCHEDULE OF VALUES
§ 9.2. 1 Before the first Application for Payment. the Contractor shall submit to the Architect a schedule of values
allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its
accuracy as the Architect may require. This schedule, unless objected tD by the Architect. shall be used as a basis for
reviewillg 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 itentized Application for Payment for operations oompleted ill accordance with the schedule of values.
Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to
AlA Docoment A2O1'" -1997. Copyright @ 1911,1915, 191B, t925, 1937, 195t, 1958, 19B1, 1963, 1966, 1970, 1976, 19B7and 1997 by The Amencan
InstittJte of Architects. Atl rights reserved. WARNING, Thto AlA" Documem 10 protected by U.S. Copyright Law and Inlornatlonal Treatlee.
UneU1horized reproduction or dletrlbutJon of ,hlo AlA" Docomen!, or any ponlon of ", may 'eso" In severe civil and criminal penalties, and will be
prosecL/ted 10 the maximum extem possible under the law. Thia docoment was produced by AlA software at 09:36"7 on 03/2512005 onder Order
No.1000170B07_' which expires on 3/25/2006, and Is nof for resale,
Use, Note", (36592473B5)
26
payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material
suppliers, and reflecting retainage if provided for ill the Contract Documents.
§ 9.3.1.1 As provided ill Section 7.3.8, such applications may include requests for payment on account of changes in
the Work which have been properly authorized by Construction Change Directives, or by interim determIDations of
the Architect, but not yet Ù1cluded in Change Orders.
§ 9.3.1.2 Such applications may not illclude requests for payment for portions of the Work for which the Contractor
does not illtend to pay to a Subcontractor or material supplier, unless such Work has been performed by others
whom the Contractor illtends to pay.
§ 9.3.2 Unless otherwise provided ill the Contract Documents, payments shall be made on account of materials and
equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance
by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location
agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon
compliance by the Contractor with procednrea 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 bave been previously issued and payments received from the
Owner shall, to the best of the Contractor's knowledge, Wormation and belief, be free and clear of liens, claims,
security illterests or encumbrances ill favor of the Contractor, Subcontractors, material suppliers, or other persons or
entities making a claim by reason ofhavillg provided labor, materials and equipment relating to the Work.
§ 9.4 CERTIFICATES FOR PAYMENT
§ 9.4.1 The Architect will, withID 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 tbe Architect determines
is properly we, or notify the Contractor and Owner in writing of the Architect's reasons for withholding
certification in whole or ill part as provided ill Section 9.5.1.
§ 9.4.2 The issuance of a Certificate for Payment will constitnte a representation by the Architect to the Owner,
based on the Architect's evaluation of the Work and the data comprising the Application for Payment, that the Work
has progressed to the poillt illdicated and that, to the best of the Architect's knowledge, information and belief, the
quality of the Wark is ill accordance with the Contract Documents. The foregning 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 mIDor deviations from the Contract Documents prior to completion
and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further
constitute a representation that the Contractor is entitled to payment ill the amount certified. However, the issuance
of a Certificate for Payment will not be a representation that the Architect has (I) made exhaustive or continuous on-
site illspections to check the quality or quantity nf the Work. (2) reviewed ocnstruction means, methods, techniques,
sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers
and other datareqnested by the Owner to substantiate the Contractor's right to payment, or (4) made examIDation 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 ill part, to the extent reasonably necessary
to protect the Owner, if ill the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot
be made. If the Architect is unable to certify payment ill the amount of the Application, the Architect will notify the
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 ill the Architect's opinion to protect the Owner from loss for which the Contractor
is responsible, includillg loss resulting from acts and omissions described ill Section 3.3.2, because of:
.1 defective Work not remedied:
AIADocumentA201"'-I997.Copyrlght @t911,1915, t918, t925, 1937, 1951, 1958, 1981,1963, 1988, 1970, 1976, 1987and t997 by The American
Institute of Architects. All rig'" reserved. WARNING: ThIs AlAo Document Is p-- by U.S. Copyright Law and International Trestlee.
Unauthorized reproduction or dlst"butlon of this AlAo Document, or eny portion of I~ may result In ..vere civil and crlmlnel penahles, and will be
prosecuted to tho maximum extent possible under tho law. This document was produced by AlA software at 09:36:t7 on 03/25/2005 under Order
No.100017080U which e""i,as on 3/25/2008, and;s net tor resaJe.
Us.. Notes: (3659247385)
27
.2
third party claims filed or reasonable evidence indicating probable filing of such claims unless
secnrity acceptable to the Owner is provided by the Contractor;
failure of the Contractor to make payments properly to Subcontractors or for labor, materials or
equipment;
reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;
damage to the Owner or another contractor;
reasonable evidence that the W nrk will not be completed withID the Contract Time, and that the
unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay;
or
persistent failure to carry out the Wor!< ill accordance with the Contract Documents.
.3
.4
.5
.6
.7
§ 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts
previously withheld.
§ 9.6 PROGRESS PAYMENTS
§ 9.6.1 After the Architect has iasued a Certificate for Paymen~ the Owner shall make payment ill the manner and
withill the time provided ill the Contract Documents, and shaI1 so notify the Architect.
§ 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the
amount paid to the Contractor on account of such Subcontractor's portion of the Work, the amount to which said
Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of
such Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor,
require each Subcontractor to make payments to Sub-subcontractors ill a similar manner.
§ 9.6.3 The Architect will, on reques~ furnish to a Subcontractor, if practicable, IDforrnatinn regardillg percentages of
completion or amounts applied for by the Cnntractor and action taken thereon by the Architect and Owner on
accnunt of portions of the Work done by such Subcontractor.
§ 9.6.4 Neither the Owner nor Architect shaI1 have an obligation to payor to see to the payment of money to a
Subcontractor except as may otherwise be required by law.
§ 9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided ill Sections 9.62, 9.6.3 and
9.6.4.
§ 9.6.6 A Certificate for Paymen~ a progress paymen~ or partial or entire use or occupancy of the Project by the
Owner shaI1 not constitute acceptance ofWor!< not in accordance with the Contract Documents.
§ 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum,
payments received by the Contractor for WotI< properly performed by Subcontractors and suppliers shall be held by
the Contractor for those Subcontractors or suppliers who performed Wor!< or furnished materials, or both, under
contract with the Contractor for which payment was made by the Owner. Nothing contaÙ1ed hereill shall require
money to be placed ill a separate account and not commÙ1gled with money of the Contractor, shall create any
fiduciary liability or tort liability on the part of the Contractor for breach of trust or shall entitle any person or entity
to an award of punitive damages against the Contractor for breach of the requjrements of this provision.
§ 9.7 FAILURE OF PAYMENT
§ 9.7.1 If the Architect does not issue a Certificate for Paymen~ through no fault of the Contractor, withID seven days
after receipt of the Conttactor's Application for Payment, or if the Owner does not pay the Contractor within seven
days after the date established ill the Contract Documents the amount certified by the Architect or awarded by
arbitration, then the Contractor may, upon seven additional daya' written notice to the Owner and Architect, stop the
Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and
the Contract Sum shall be illcreased by the amount of the Contractor's reasonable costs of shut-down, delay and
start-up, plus interest as provided for ill the Contract Documents.
AlA Document A201'" -1997. Copyright @ 1911,1915, 191B. 1925, t937, 195t. t958, tOOl. tges, 19BB, 1970, 197B, t987 and 1997 by The American
l"IiMe 01 Architects. All rights reserved. WARNING: This AlA" Decument Is protected by U.S. Copyright Law and Internallonal Treaties.
Unauthorized raproductlon or dlatrlbutlon of Ihis AlA" Document, or any ponlon of h, may resuh In ..vera civil and criminal penshle., and will be
proseCU1ed loth" maximum extent possible underlhe lew. This document was produced by AlA .oftware at 09:3B:t7 on 03/2512005 under Order
No.'000170807_' whid1 e'pires on 3/25/2008, and is not for resaJ..
U.er Notes: (36592473135)
28
§ 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 accordanee with the Contract Documents so thar the Owner can occupy or utilize the
Work for its illtended use.
§ 9.8.2 When the Contractor cousiders that the Wark, 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 illclude an item on such list does not alter the
responsibility of the Contractor to complete all Work in accordance with the Contract Documents.
§ 9.8.3 Upon receipt of the 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 illspection discloses any item, whether or not
inclnded on the Contractor's list, which is not sufficiently complete ill accordance with the Contract Documents so
that the Owner can occupy or utilize the Work or designated portion therenf 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 fnr another illspection by the Architect to
determine Substantial Completion.
§ 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a
Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish
responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and
illsurance, and shall fix the time withill which the Contractor shall finish all items on the list accompanying the
Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion
of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion.
§ 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written
acceptance of responsibilities assigned to them ill such Certificate. Upon such acceptance and consent of surety, if
any, the Owner shall make payment of retainage applyillg to such Work or designated portion therenf. Such payment
shall be adjusted for Work that is illcomplete or not ill accordance with the requirements of the Contract Documents.
§9.9 PARTIAL OCCUPANCY OR USE
§ 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when
such portion is designated by separate agreement with the Conlractor, provided such occupancy or use is consented
to by the illsurer as required under Section 11.4.1.5 and authorized by public authorities havillgjurisdiction over the
Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided
the Owner and Contractor have accepted ill writing the responsibilities assigned to each of them for payments,
retainage, if any, security, maintenance, heat, ntilities, damage to the Work and insurance, and have agreed in
wriMg concerning the period for correction of the Work and commencement of warranties required by the Contract
Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and
submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use
shall not be unreasonably withheld. The stage of the progress of the Work shall be determÙ1ed 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 ill order to determille and record the condition of the
Work.
§ 9.9.3 Unless otherwise agreed upon, partial occupancy or use ofa portion or portions of the Work shall not
constitute acceptance of Work not complyillg with the requirements of the Contract Documents.
§ 9.10 FINAL COMPLETION AND FINAL PAYMENT
§ 9.10.1 Upon receipt of written notice that the Work is ready for final illspection and acceptance and upon receipt of
a final Application for Payment, ihe Architect will promptiy malte such Ù1spection and, when the Architect finds the
Work acceptable under the Contract Documents and the Contract ftùly performed, the Architect will promptly issue
a final Certificate for Payment statiog that to the best of ihe Architect's knowledge, wormation and belief, and on
the basis of the Architect's on-site visits and illspections, the Work has been completed ill accordance with terms
and conditions of the Contract Documents and ihat the entire balance found to be due the Contractor and noted in
AlA nooument A201"' -1997. Ccpyrlgh1 @ 1911, t915, 19t8, t925, 1937. 1951, 1958, 1961, 1963, 1986, 1970. 1976, 1967 end t997 by The Amencan
Insl1ule of Architects. All rights reserved. WARNING: Thi. AlA' Document I. p_cted by U.S. Ccpyrlght Law and International T,aatle..
UnaUthorized 18producUon or dl"~butlon oIlhl. AlA' Document, or any portion 0111, may rosun 'n severe ctvll and c,lmlna' penan,.., and will be
pro.ecuted to tha maximum axtant possible undarthalaw. Th~ dccurnent was pmduoad by AlA software at 09:36,17 on 0312512005 undo' O'de,
No.1000170807_' which a""ires on 3125/2006, and Is not 10' resaJa.
Usar Not..: (3659247385)
29
the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further
representation that conditions listed ill Section 9.10.2 as precedent to the Contractor' s b~illg entitled to [mal payment
bave been fiùfilled.
§ 9.10.2 Neither final payment nor any remainillg retained percentage shall become due until the Contractor submits
to the Architect (1) an affidavit that payrolls, bills for materiaIs and equipment, and other indebteduess 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 evidencillg that insurance required by the
Contract Documents to remain ill 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 [mal payment and (5), if required by the Owner, other data
establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security
interests or encumbrances arising out of the Contract, to the extent and ill such form as may be designated by the
Owner. If a Subcontractor refuses to furnish a release or waiver requjred by the Owner, the Contractor may furnish a
bond satisfactory to the Owner to illdemnify the Owner agaillst such lien. If such lien remains unsatisfied after
payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay ill
discharging such lien, includIDg 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 affectiog fina1 completion, and the Architect so confirms, the
Owner shall, upon application by the Contractor and certification by the Architect, and without termillating the
Contract, make payment of the baIance dne for that portion of me Work fully completed and accepted. If the
remaÙ1Ù1g baIance for Work not fully completed or corrected is less than retainage stipulated ill the Contract
Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that
portion of the Work fully completed and accepted sball be submitted by the Contractor to the Architect prior to
certification of such payment. Such payment shaIl be made under terms and conditions governing fina1 payment,
except that it sball not constitute a waiver of claims.
§ 9.10.4 The making offina1 payment sball constitute a waiver ofOaims by the Owner except those arising from:
.1 liens, Oaims, security interests or encumbrances arisIDg 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 offinaI payment by the Contractor, a Subcontractor or material supplier shall constitute a
waiver of claims by that payee except those previously made ill writing and identified by that payee as unsettled at
the time of fina\ Application for Payment.
ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY
§ 10.1 SAFETY PRECAUTIONS AND PROGRAMS
§ 10.1.1 The Contractor shaIl be responsible for initiating, mailliaining and supervising all safety precautions and
programs in connection with the performance of the Contract.
§ 10.2 SAFETY OF PERSONS AND PROPERTY
§ 10.2.1 The Contractor shaIl take reasonable precautions for safety of, and shaIl 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 ill storage on or off the
site, under cane, cnstody 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, strnctures and utilities nnt designated for removal, relocation or replacement in the course
of construction.
§ 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawfiù
orders of public authorities bearillg on safety of persons or property or their protection from damage, injury or loss,
AlA Document AaOI'" -1997. Copyright @ 191t, 1915, 191B, t925, t937, 1951, 1958, tOOl, 1963, 19B6, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING, This AlA" Document Is pretected by u.s. Copyright Law end Irne....lIonel Treaties.
UnaU!horlzsd reproduction or dlet~b",lon ofthle AlAe Document, or any portion of h, may r"Uh In severe cIVIl and criminal penalties, and will be
proeecu1ed 10 the maximum extern possible under the lew. Th~ doeument was produced by AlA soltwere a' 09:36:17 on 0312512005 under Order
No,I000170a07 _1 wh;ch exp;res on 3/2512006, and ie not for resa/e,
User Not..:
30
(3659247385)
§ 10.2.3 The Contractor sball erect and maintaill, as required by existing conditions and performance of the Contrac~
reasonable safeguards for safety and protection, illcluding 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 Wark, the Contractor shall exercIse utmost care and carry on sucb activities under
supervision of properly qualified personnel.
§ 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss illsured under property
illsurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused ill
whole or ill part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed
by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under
Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect or
anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable,
and not attributable to the fault or negligence of the Contractor. The foregoillg obligations of the Contractor are ill
addition to the Contractor's obligations under Section 3.18.
§ 10.2.6 Tbe 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 SuperÙ1tendent unless otherwise
designated by the Conlractor ill writing to the Owner and Architect.
§ 10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its
safety.
§ 10.3 HAZARDOUS MATERIALS
§ 10.3.11f reasonable precautions will be illadequate to prevent foreseeable bodily illjury or death to persons
resulting from a material or substance, Ùlcluding but not limited to asbestos or polychlorinated biphenyl (PŒ),
encountered on the site by the Contractor, the Contractor shal1, upon recognizing the condition, immediately stop
Work ill the affected area and report the condition to the Owner and Architect in writing.
§ 10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material
or substance reported by the Contractor and, ill the event such material or substance is found to be presen~ to verify
that it has been rendered harmless. U n1ess otherwiae required by the Contract Documents, the Owner shall furnish ill
writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests
verifyillg the presence or absence of such material or substance or who are to perform the task of removal or safe
containment of such material or substance. The Contractor and the Architect will promptly reply to the Owner in
writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If
either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall
propose another to whom the Contractor and the Architect have no reasonable objection. When the material or
suhatance has been rendered harmless, Work ill the affected area shall resume upon written agreement of the Owner
and Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be increased ill the
amount of the Contractor's reasonable additional costs of shut-down, delay and start-up, which adjustments shall be
accomplished as provided in Article 7.
§ 10.3.3 To the fullest extent permitted by law, the Owner shall illdemnify and hold harmless the Contractor,
Subcontractors, Architec~ Architect's consultants and agents and employees of any of them from and against
claims, damages, losses and expenses, illcluding but not limited to attorneys' fees, arisillg out of or resulting from
performance of the Work in the affected area if ill fact the material or substance presents the risk ofbodiIy injury or
death as described ill Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or
expense is attributable to bodily injury, sickness, disease or death, or to illjury to or destruction of tangible property
(other than the Work i""lf) and provided that such damage, loss or expense is not due to the sale negligence of a
party seeking indemnity.
§ 10.4 The Owner shall not be responsible under Section 10.3 for materials and substances brought to the site by the
Contractor unless such materials or substances were required by the Contract Documents.
AlA nocumont A201'" -1997. CapyrlgM @1911, 19t5, 19t8, t925, 1937. t951, 1958, 19B1, 1963, t966, t970, t976, 1987 and 1997 byTha American
Institute of Architects. All rlghls r..erved. WARNING: This AlA" Document Ie pratOClod by U.S. COpyrlgM Law and Inlernallonal Trealles.
UnaWho","" reproduction or dlSl"bullon oflhls AlA" Documenl, or any portion at ii, may resuilln severe civil and criminal penallles, and will be
prosecuted to the maximum extent possible underlhe law. This document was pra<ÚJced by AlA saflware at 09,'B:1 7 an 0312512005 "ode, Order
Na.1000170807_' which "'pires an 3I25J2()06,and is not for "'sale.
User Notes: ('B592'7085)
31
§ 10.5 If, without negligence on the part of the Contractor, the Contractor is held liable for the cost of remediation of
a hazardous material or substance solely by reason of performing Work as required by the Contract Docnments, the
Owner shall Indemnify the Contractor for all cost and expense thereby incuned.
§ 10.6 EMERGENCIES
§ 10.6.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's
discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by
the Contractor on account of an emergency shal1 be determined as provided ill Section 4.3 and Article 7.
ARTICLE 11 INSURANCE AND BONDS
§ 11.1 CONTRACTOR'S LIABILITY INSURANCE
§ 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do
business in the jurisdiction ill which the Project is located such insurance as will protect the Contractor from claims
set forth below which may arise out of or result from the Contractor's operations under the Contract and for which
the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by
anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable:
.1 claims under workers' compensation, disability benefit and other similar employee benefit acts which
are applicable to the Work to be performed;
.2 claims for damages because of bodily injury, occupational sickness or disease, or death of the
Contractor's employees;
.3 claims for damages because of bodily illjury, sickness or disease, or death of any person other than
the Contractor's employees;
.4 claims for damages illaured by usual personal injury liability coverage;
.5 claims for damages, other than to the Work itself, because of illjury to or destruction of tangible
property, including loss of use resulting therefrom;
.6 claims for damages because of bodily injury, death of a person or property damage arising out of
ownership, mailltenance or use of a motor vehicle;
.7 claims for bodily injury or property damage arisillg out of completed operations; and
.8 claims illvolvIDg contractual liability illaurance applicable to the Contractor's obligations under
Section 3.18.
§ 11.1.2 The illsurance required by Section 11.1.\ shal1 be written for not less than limits of liability specified ill the
Contract Documents or required by law, whicbever coverage is greater. Coverages, whether written on an
occunence or claims-made basis. shall be maintained without illterruption from date of commencement of the Work
until date of final payment and termination of any coverage required to be mailltained after final payment.
§ 11.1.3 Certificates of illsurance acceptable to the Owner shall be filed with the Owner prior to commencement of
the Work. These certificates and the illaurance policies required by this Section 11.1 shall contain a provision that
coverages afforded under the pnlicies will not be canceled or allowed to expire until at least 30 days' prior written
notice has been given to the Owner. If any of the foregoing illaurance coverages are required to remain in force after
[mal payment and are reasonably available, an additional certificate evidencing continuation of such coverage shall
be submitted with the final Application for Payment as required by Section 9.10.2. Information concerning reduction
of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by
the Contractor with reasonable promptness ill accordance with the Contractor's information and belief.
§ 11.2 OWNER'S LIABILITY INSURANCE
§ 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability illsurance.
§ 11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE
§ 11.3.1 Optionally, the Owner may require the Contractor to purchase and maIDtain Project Management Protective
Liability illaurance from the Contractor's usual sources as primary coverage for the Owner's, Contractor's and
Architect's vicarious liability for construction operations under the Contract. Unless otherwise required by the
Contract Documents, the Owner shall reimburse the Contractor by illcreasing the Contract Sum to pay the cost of
purcbasillg and maintaining such optional illaurance coverage, and the Contractor shal1 not be responsible for
purchasillg any other liability insurance on behalf of the Owner. The mIDimum limits of liability purchased with
such coverage shall be equal to the aggregate of the limits required for Contractor's Liability Insurance under
Sections 11.1.1.2 through 11.1.1.5.
AlA Document A2nt"'-1997.Copyrlght @1911, 1915. t918. 1925. 1937, 1951, 1958, 1961. 1963, 1986, 1970. 1976. 1987 aod 1997 by The Ameri<an
Institute 01 Architects. All rlgh1e reserved. WARNING: This AlA" Document Is protected by u.s. Ccpyrlght Law end Internatlo'" Treaties.
Uneulhor12ad reproduotlon or distribution of this AlA" Document, or any portion of II, may rosull In severe civil and criminal penallles, and will be
prosecuted to the maximum ex- po..lble under ,"" law. This docoms"! was prod"ed by AlA a_are aI 09'36:t7 on 0312512005 ""de, Order
No,1000170e07_1 which expireaon 3I25/2{)06. and is "otlor resale.
User Notes: (3659247385)
32
§ 11.3.2 To the extent damages are covered by Project Management Protective Liabilily insurance, the Owner,
Contractor and Architect waive all righls against each other for damages, excepl such rights as they may have to the
proceeds of such insurance. The policy shan provide for such waivers of snbrogation by endorsement or otherwise.
§ 11.3.3 The Owner shall not require the Contractor to include the Owner, Architect or other persons or entities as
additional illsureds on the Contractor's Liability Insurance coverage under Section 11.1.
§ 11.4 PROPERTY INSURANCE
§ 11.4.1 Unless otherwise provided, the Owner shall purchase and mailltain, in a company or companies lawfully
authorized to do business ill the jurisdiction in which the Project is located, property illsurance written on a builder's
risk "all-risk" or equivalent policy form ill the amount of the initial Contract Sum, plus value of subsequent Contract
modifications and cost of malerials supplied or illstal1ed by others, comprisillg total value for the entire Project at the
site on a replacement cosl basis without optional deductibles. Such property insurance shall be maintained, unless
otherwise provided ill the Contract Documents or otherwise agreed in writing by all persons and entities who are
beneficiaries of such illsurance, until final payment has been made as provided ill Section 9.10 or until no person or
entity other than the Owner has an illsurable illterest ill the property required by this Section 11.4 to be covered,
whichever is later. This insurance shall illclude interests of tbe Owner, the Contractor, Subcontractors and Sub-
subcontractors in the Project.
§ 11.4.1.1 Property illsurance shal1 be on an "all-risk" or equivalent policy form and shall illclude, without limitation,
insurance against the perils of fire (with extended coverage) and physical loss or damage inclndillg, 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 enforcemenl of any
applicable legal requirements, and shall cover reasonable compensation for Architect's and Contractor's services
and expenses required as a result of such insured loss.
§ 11.4.1.2 If the Owner does not intend to purchase such property insurance required by the Contract and with all of
the coverages ill 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 whicb will protect the illterests of the
Contractor, Subcontractors and Sub-subcontractors ill the Work, and by appropriate Change Order the cost thereof
shal1 be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or
maintain illsurance as described above, without so notifyillg the Contractor in writing, then the Owner shall bear all
reasonable costs properly attributable thereto.
§ 11.4.1.3 If the property illsurance requires deductibles, the Owner shall paycosls not covered because of sucb
deductibles.
§ 11.4.1.4 This property illsurance shall cover portions of the Work stored off the site, and also portions of the Work
ill transit.
§ 11.4.1.5 Partial occupancy or use ill accordance with Section 9.9 shall not commence until the insurance company
or companies providing property illsurance have consented to such partial occupancy or use by endorsement or
otherwise. The Owner and the Contractor shal1 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 thaI
would cause cancellation, lapse or reduction of insurance.
§ 11.4.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance
reqnired by the Contract Documents or by law, wmch shall specifically cover such illsured objects during
illstailation and until final acceptance by the Owner; this insurance shall include illterests of the Owner, Contractor,
Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named illsureds.
§ 11.4.3 Loss of Use Insurance. The Owner, at the Owner's option, may purchase and mailltain such illsurance as
will illsure the Owner agaillst loss of use of the Owner's property due to fire or other hazards, however caused. The
Owner waives all rights of action agaillst the Contractor for loss of use of the Owner"s property, including
consequential losses due to fife or other hazards OOwever caused.
AlA DocumontA201'" -1997. Ccpyrlght @1911. t915, t91a, 1925, 1937. t95t, t95a, 1961, 1963, 1966, 1970, 1976, 1!1a7 and 1997 by Tho Amorican
Institute 01 Archllects. All rights reserued. WARNING, This AlAo Oooumont ,. protected by U.S. Copyright Law and Interna1ional Treatle..
Unauthorized roproduotton or dl..~bullon ollhlo AIAo Dooumont, or any PD"lon of It, moy rooutt In oovoro civil and criminal ponallles, end will bo
prosecuted to the maximum extont possible underlholaw. This dccument was produced by AlA soltware.. 09:36"7 on 0312512005 under Orde,
NO.1 000170607 _, which expires en 312512006, and i. net tor ...aIe.
User Notes, (3659247365)
33
§ 11.4.41f 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 illsurance policy, the Owner shalL if possible. include such
insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order.
§ 11.4.5 If during the Project construction period the Owner illsures properties, real or personal or both, at or adjacent
to the site by property illsurance under policies separate ITom 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
11.4.7 for damages caused by fire or other causes of loss covered by this separate property insurance. All separate
policies shall provide this waiver of subrogation by endorsement or otherwise.
§ 11.4.6 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that
includes illsurance coverages required by this Section 11.4. Each policy shall contain all generally applicable
conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contaÙ1 a provision
that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days'
prior written notice has been given to the Contractor.
§ 11.4.7 Waivers of Subrogation. The Owner and Contractor waive all rights agaillst (I) 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 thcir subcontractors, sub-subcontractors,
agents and employees, for damages caused by fire or other causes of loss to the extent covered by property illsurance
obtaÙ1ed pursuant to this Section 11.4 or other property illsurance applicable to the Work, except such rigbts as they
have to proceeds of such illsurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall
require of the Architect, Architect's consultants, separate contractors descrihed ill 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 ill favor of other parties enumerated herein. The policies shall
provide such waivers of subrogation by endorsement or otherwise. A waiver of snbrogation shall be effective as to a
person or entity even though that peraon or entity would otherwise have a duty of indemnification., contractnal or
otherwise, did not pay the illsurance premium directly or illdirectly, and whether or not the person or entity had an
illsurable illterest ill the property damaged.
§ 11.4.8 A loss insured under Owner's property illsurance shall be adjusted by the Owner as fiduciary and made
payable to the Owner as fidnciary for the illsureds, as thcir interests may appear, subject to requirements of any
applicable mortgagee clause and of Section 11.4.10. The Contractor shall pay Subcontractors their just shares of
illsurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for
validity, shall reqnire Subcontractors to make payments to their Sub-subcontractors in similar manner.
§ 11.4.9 If required ill writÙ1g by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss,
give bond for proper performance of the Owner's dnties. The cost of required bonds shall be charged against
proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the
Owner shall distribute ill accordance with such agreement as the parties ill illterest may reach, or ill accordance with
an arbitration award ill which case the procedure shall be as provided in Section 4.6. If after such loss no other
special agreement is made and unless the Owner termIDates the Contract for convenience, replacement of damaged
property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article
7.
§ 11.4.10 The Owner as fidnciary shall have power to adjust and settle a loss with illsurers unless one of the parties ill
illterest shall object ill writing withID five days after occurrence of loss to the Owner's exercise of this power; if such
objection is made, the dispute shall be resolved as provided in Sections 4.5 and 4.6. The Owner as fidnciary shall, in
the case of arbitration, make settlement with IDsurers in accordance with directions of the arbitrators. If distribution
of insurance proceeds by arbitration is required, the arbitrators will direct such distribution.
§ 11.5 PERFORMANCE BOND AND PAYMENT BOND
§ 11.5.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of
the Contract and payment of obligations arisillg thereunder as stipulated ill bidding requirements or specifically
required in the Contract Documents on the date of execution of the Contract.
AlA DocumenlA2O1'" -1997. Copyright @ t911, 19t5, 1918. t925, t937, t951, 1958, 1961, 1963, 1966. 1970, 1976, 1987 and 1997 by The Amerlean
Institute of Architects. All rights reserved. WARNING: This AlAo Document Is protected by Us. Copyright Law and Intornallcnal Troallo..
Unauthorized reproductIon Ot dlst~butlon atthls AlA" Document, or any po~lon at It, may result In severe civil and criminal penalties, and will be
prooocutod to 'he maximum eXtant poselbla under the law. This doeumant was produced by AlA software at 09:36:17 on 0312512005 undo, Ortler
No.1O0017060U which expires on 3125J2()06, and Is not for res~e.
User Notes: (365924736S)
34
§ 11.5.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covaring payment
of obligations arisillg under the Contract, the Contractor shall promptly furnish a cnpy of the bonds or shall permit a
copy to be made.
ARTICLE 12 UNCOVERING AND CORRECTION OF WORK
§ 12.1 UNCOVERING OF WORK
§ 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to reqtrirements specifically
expressed ill the Contract Documents, it must, if reqtrired in writing by the Architect, be uncovered for the
Architect's examination and be replaced at the Contractor's expense withont change in the Contract Time.
§ 12.1.2 !fa portion of the Work has been covered which the Architect has not specifically requested to examine
prior to its beillg covered, the Architect may request to see sucb Work and it shall be uncovered by the Contractor. If
such Work is in accordance with the Contract Documents, costs of uncovaring and replacement shall, by appropriate
Change Order, be at the Owner's expenae.If such Work is not ill accordance with the Contract Documents,
correction sha11 be at the Contractor's expense unless the oondition was caused by the Owner or a separate
contractor ill which event the Owner sha11 be responaible for payment of such costs.
§ 12.2 CORRECTION OF WORK
§ 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION
§ 12.2.1.1 The Contractor shall promptly correct Work~ected by the Architect or failing to conform to the
reqtrirements of the Contract Documents, whether discovered before or after Substantial Completion and wbether or
not fabricated, illstalled or completed. Costs of correctiog such rejected Work, illcluding additional testing and
inspections and compensation for the Architect's services and expenaes made necessary thereby, sball be at the
Contractor's expense.
§ 12.2.2 AFTER SUBSTANTIAL COMPLETION
§ 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within one year after the date of
Substantial Completion of the Work or designated portion thereof nr after the date for commencement of warranties
established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents,
any of the Work is found to be not ill accordance with the reqtrirements of the Contract Docnments, the Contractor
sha11 correct it promptly after receipt of written notice from the Owner to dn so unless the Owner has previously
given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after
discovery of the condition. DurIDg the one-year period for correction of Work, if the Owner fails to notify the
Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to reqtrire
correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct
nonconforming Work withID a reasonable time durIDg that period after receipt of notice from the Owner or
Architect, the Owner may correct it ill accordance with Section 2.4.
§ 12.2.2.2 The one-year period for correction of Work sha11 be exteJ1ded with respect to portions of Work fITS!
performed after Substantial Completion by the period of time between Substantial Completion and the actual
performance of the Work.
§ 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the
Contractor pursuant to this Section 12.2.
§ 12.2.3 The Contractor sha11 remove from the site portiona of the Work which are not ill accordance with the
reqtrirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner.
§ 12.2.4 The Contractor sha11 bear the cost of correcting destroyed or damaged construction, whether completed or
partia\ly completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work
which is not in accordance with the requirements of the Contract Documents.
§ 12.2.5 NothIDg contained ill this Section 12.2 sball be construed to establish a period of limitation with respect to
other obligatious which the Contractor might have under the Contract Documents. Establishment of the one-year
period for correction of Work as desctibed in Section 12.2.2 relates only to the specific obligation of the Contractor
to oorrect the Work, and has no relationahip to the time withID which the obligation to comply with the Contract
AlA Document A20,'" -1997. Copyright <IJ 1911. t915, 1918, 1925. t937. 1951, 1958, t981, 1983, 1988. 1970, 1978. 1987 and 1997 by The Amencan
In.roMe of Architects. All rights reserved. WARNING: Thle AlA' Document I. protected by U.S. Copyright Law end Internatlonel Troatle..
Unauthorl2od reproduCllon or dl"~butlon ofthl. AlA' Documen~ or .ny portion of n, may roou. In 8Overe civil and criminal pona.le., and will be
proaOClltod to the maximum oxtent possible WIder tbe 'ow. This do,"ment was preduced by AlA software at 09:38:17 on 0312512005 under Order
No.1000170807_1 which expires on 3/2512008, and Is not lor ,esoJe.
U.er Not..: (3859247385)
35
Documents may be sought to be enforced, nor to the time withID which proceedings may be commenced to establish
the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work.
§ 12.3 ACCEPTANCE OF NONCONFORMING WORK
§ 12.3.11f the Owner prefers to accept Work which is not io accordance with the requirements of the Contract
Docnments, the Owner may do so instead of requiring its removal and correction, ill whicb case the Contract Sum
will be rednced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has
been made.
ARTICLE 13 MISCELLANEOUS PROVISIONS
§ 13.1 GOVERNING LAW
§ 13.1.1 The Contract shall be governed by the law of the place where the Project is located.
§ 13.2 SUCCESSORS AND ASSIGNS
§ 13.2.1 The Owner and Contractor respectively billd themselves, their partners, successors, assigns and legal
representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other
party in respect to covenants, agreements and obligations contained ill 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 ma1œ such an assignment without such consent, that party shall nevertheless remain
legally responsible for all obligations under the Contract.
§ 13.2.2 The Owner may, withont consent nf the Contractor, assign the Contract to an institutional lender providing
construction flllilUCing for the Project.ln such event, the lender shall assume the Owner's rights and obligations
under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such
assignment
§ 13.3 WRITTEN NOTICE
§ 13.3.1 Written notice shall be deemed to have been duly served if delivered ill person to the illdividual or a member
of the firm or entity or to an officer of the corporation for which it was illtended, or if delivered at or sent by
registered or certified mail to the last busÙ1ess address known to the party givIDg 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 ill addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available
by law.
§ 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty
afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a
breach thereunder, except as may be specifically agreed ill writing.
§ 13.5 TESTS AND INSPECTIONS
§ 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws,
ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time.
Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an
illdependent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall
bear all related costs of tests, illspections and approvals. The Contractor shall give the Architect timely notice of
when and where tests and inspections are to be made so that the Architect may be present for such procedures. The
Owner shall bear costs of tests, inspections or approvals which do not become requirements until after bids are
received or negotiations concluded.
§ 13.5.2 If the Architect, Owner or public authorities havIDg jurisdiction determine that portions of the Work require
additional testing, inspection or approval not illcluded 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 shall give timely notice to the Architect of
when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such
costs, except as provided in Section 13.5.3, shall be at the Owner's expense.
AlA Document A201'" -1997. Copyright @ 1911, 1915. 1918, 1925, 1937. 1951, 1958, tOOl, 1963, 1966. 1970, 1978, 1987 and 1997 by The American
InstiWte cI Architects. All rights reserved. WARNING: This AlA" Documem Is prOtected by U.S. Copyright law "nd InterneUcnal Treatl...
UneU1horlzed reproduction or dlstrlbuUon of thIs AlA" Doeument, or any portion 0/ It, moy result In severe civil and criminal penalUes, and will be
prosecu1ed 10 Ihe maxImum exlent possible under the law. This document was produced by AlA software at 09:36:17 on 0312512005 unde' Order
No.1000170807_' which .,pims on 3/25/2008, and is not 10. resale.
User NOles: (3859247385)
36
§ 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 requjrements established by the Contract Documents, all costs made necessary
by such failure including those of repeated procedures and compensation for tbe Architect's services and expenses
shall be at the Contractor's expense.
§ 13.5.4 Required certificates of testing, inspection or approval shal~ unless otherwise required by the Contract
Documents, be secured by the Contractor and promptly delivered to the Architect
§ 13.5.51f the Architect is to observe tests, inspections or approvals reqnired by the Contract Documents, the
Architect will do so promptly and, where practicable, at the normal place of testing.
§ 13.5.6 Tests or illspections conducted pursuant to the Contract Documents shall be made promptly to avoid
uureasonable delay in the Work.
§ 13.6 INTEREST
§ 13.6.1 Payments due and unpaid under the Contract Documents shall bear illterest from the date payment is due at
such rate as the parties may agree upon ill writing or, in the absence thereof, at the legal rate prevailing from time to
time at the place where the Project is located.
§ 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD
§ 13.7.1 As between the Owner and Contractor.
.1 Before Substantial Completion. As to acts or failures to act occurring prior to the relevant date of
Substantial Completion, any applicable statute of limitationa shall conunence to run and any alleged
cause of action sha11 be deemed to have accrued ill any and all events not later than such date of
Substantial Completion;
.2 Between Substantial Completion and Final Certificate for Payment. As to acts or failures to act
occurring subsequent to the relevant date of Substantial Completinn and prior to issuance of the fmal
Certificate for Payment, any applicable statute of limitations shal1 commence to run and any alleged
cause of action sha11 be deemed to have accrued ill any and all events not later than the date of
issuance of the final Certificate for Payment; and
.3 After Final Certificate for Payment. As to acts or failures to act occurring after the relevant date of
issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to
run and any alleged cause of action sha11 be deemed to have accrued in any and all events not later
than the date of any act or failure to act by the Contractor pursuant to any Warranty provided under
Section 3.5, !he date of any correction of the Work or failure to correct the Work by the Contractor
under Section 12.2, or the date of actual commission of any o!her act or failure to perform any duty or
obligation by the Contractor or Owner, whicbever occurs last.
ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT
§ 14.1 TERMINATION BY THE CONTRACTOR
§ 14.1.1 The Contractor may termÙ1ate the Contract if the Work is stopped for a period of 30 cousecutive days
through no act or fawt 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 illdirect contract with the Contractor, for
any of the following reasons:
.1 issuance of an order of a court or other public authority having jurisdiction which requires all Work to
be stopped;
.2 an act of government, such as a declaration of national emergency which requires all Work to be
stopped;
.3 because the Architect has not issued a Certificate for Payment and has not notified the Contractor of
the reason for withholdillg certification as provided ill Section 9.4.1, or because the Owner has not
made payment on a Certificate for Payment withID the time stated ill 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 performIDg portions of the Work
under direct or indirect contract with the Contractor, repeated suspensions, delays or illterruptions of the entire Work
AlA Document A2O1'" -1997, CopyrIght @ 1911, 1915, 1915, 1925. t937, t951, 1955, 1951, 1993, tooS, 1970, 1976, 1987 and t997 by The American
InstiMe of Architects. All rIghts reserved. WARNING, Thle AlAe Document Ie protected by U.S, Copyright Law and Internallonal Treaties.
Unauthorized reproduction or dlst~butlon oIthle AlAe Document, orany portion oil!, mey result In eevere civil a.. crImInal penalties, and will be
prosecuted to the mexhnum e...ent possible under the lew. Th~ document was produced by AlA s-.,. at 09:36,17 on 03/2512005 under Order
No.1000170S07_' which expires on 31251200S, and is not for resaJe.
User Notss' (3659247385)
37
by the Owner as described ill Section 14.3 constitute ill the aggregate more,than 100 percent of the total number of
days scheduled for completion, or 120 days ill 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, termIDate the Contract and recover from the Owner payment for Work
executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery,
includIDg reasonable overhead, profit and damages.
§ 14.1.41fthe Work is stopped for a period of60 consecutive days through no act or fault of the Contractor or a
Subcontractor or their agents or employees or any other persons performIDg portions of the Work under contract
with the Contractor because the Owner has persistently failed to fulfi1\ the Owner's obligations under the Contract
Documents with respect to matters important to the progress of the Worl<, the Contractor may, upon seven additional
days' written notice to the Owner and the Architect, termIDate the Contract and recover from the Owner as provided
in Section 14.1.3.
§ 14.2 TERMINATION BY THE OWNER FOR CAUSE
§ 14.2.1 The Owner may termIDate the Contract if the Contractor:
.1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper
materials;
.2 fails to make payment to Subcontractors for materials or labor in accordance with the respective
agreements between the Contractor and the Subcontractors;
.3 persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having
jurisdiction; or
.4 otherwise is guilty of substantial breach of a provision of the Contract Documents.
§ 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Architect that sufficient cause
exists to justify such action, may without prejudioe to any other rights or remedies of the Owner and after giving the
Contractor and the Contractor's surety, if any, seven days' written notice. termIDate employment of the Contractor
and may, subject to any prior rights of the surety:
.1 take possession of the site and of all materials, equipment, tools, and construction equipment and
machinery thereon owned by the Contractor;
.2 accept assignment of subcontracts pursuant to Section 5.4; and
.3 finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the
Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by
the Owner in finishIDg the Work.
§ 14.2.3 When the Owner termÙ1ates the Contract for one of the reasons stated ill Section 14.2.1, the Contractor shall
not be entitled to receive further payment until the Work is finished.
§ 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, illcluding compensation for
the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not
expressly waived, such excess sball be paid to the Contractor. If such costs and damages exceed the unpaid balance,
the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case
may be, shall be certified by the Architect, upon application, and this obligation for payment shall survive
termÙ1ation of the Contract.
§ 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE
§ 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or illterrupt the Work in
whole or ill part fur such period of time as the Owner may determine.
§ 14.3.2 The Contract Sum and Contract Time shall be adjusted for illcreases in the cost and time caused by
suspension, delay or illterruption as described ill Section 14.3.1. Adjustment of the Contract Sum sball include
profit. No adjustment sball be made to the extent
.1 that performance is, was or would have been so suspended, delayed or illterrupted by another cause
for which the Contractor is responsible; or
.2 that an equitable adjustment is made or denied under another provision of the Contract.
AlA Document A2O1'" -1997. Copyrlghl @t911, t915. 1918, 1925, 1937, 1951, 1958, 1981, 1963, 1966, 1970. 1976, 1987 and 1997 by The American
Institute 01 A,cMeets. All ~ghls reserved. WARNING: This AlA" Document Is p..,¡ected by U,S. Copyright Law and Internetlonal Trestlee.
Unallthorlzed reproduction or dlst~butlo. of1h1e AlAs Dacume." or any portion of it, may result In severe civil and criminal penalties, and wilt be
Prosecuted to Ihe maximum extent possible under the law. Th~ documenl was produced by AlA software.. 09:36:1 7 on 03/2512005 under Order
No.100017080U which expires on 312512008, and is not lor res",e.
User Notes: (3659247385)
38
§ 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE
§ 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause.
§ 14.4.2 Upon receipt of written notice fiom the Owner of such termination for the Owner's couvenience, the
Contractor shall:
.1 cease operations as directed by the Owner in the notice;
.2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work:
and
.3 except for Work directed to be performed prior to the effective date of termination stated in the
notice, terminate all existillg subcontracts and purchase orders and enter,into no further subcontracts
and purchase orders.
§ 14.4.31n case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment
for Work executed, and costs illcurred by reason of such termIDation, along with reasonable overbead and profit on
the Work not executed.
AlA nacumen\ A201'" -1997. CoPyright @1911. 1915, 1918.1925,1937, t95t, t958, 1981,1983,1968,1970, t976, t987 and t997 by The American
Institute of Architects. All ~ght. reserved. WARNING: This AlAo Documonlls protected by U.S. Copyright Law and l"'ernatianaIT_le..
Unauthorized reproduction or dl"~bU1lan 01 this AlA" DocomeRl, or any ",,"Ian at R, may reouR In .evere civil end criminal ""noRI.., and will be
prosecuted to the maximum e"'ont ""sslble under tho law. Thio document was produced by AlA ooltwo.. al D9:36:t7 on 0312512005 under Order
No.1 000170807 _, which e'plras on 3/2512008, and is not forresale.
US" Notes,
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(3859247385)
Certification of Document's Authenticity
AfAO" Document D401TM - 2003
1, Walter Lilldgren, hereby certify, to the best of my knowledge, information and belief, that I created the attached
final document simultaneously with this certification at 09:36:17 on 03/25/2005 under Order No. 1000170807_1
from AlA Contract Documents software and that in preparing the attached final document 1 made no changes to the
original text of AlA@ Document A201TM - 1997 - General Conditions of the Contract for Construction, as publisbed
by the AlA in its software, other than changes shown ill the atrached final document by underscoring added text and
striking over deleted text.
(Sjgn~
,.p ,£. ÞV .::: / /'.-n...-
(Title)
/9'U.oÇ"
(Dated)
AlA Document D401'" -aO03. Capyrlght@ 1geaand 2003 by The American Institute of Amh~ects. All ~ghta reserved. WARNING: ThIs AlAe Document
Is protecled by U.s. Copyright Law and internatIonal Treaties. Unauthorized reproductIon or dlslrlbullcn of this AlAe Document, or any portion of It,
may reauilln aeve.. civil and crImInal penalties, and win be prosaouted 10 lhe maximum eXlem poaslble uodor the low. Tnia document was produced
by AlA software ot09:36:17 on 03/25/2005 under Ordor No.100017080V which a"Picas on 3/25/2006, and is notlc. ,""oJa,
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"