Standard Form of Agreement with Kreizenbeck for Construction Management Services for Parks Maintenance FaciltyMemo
To: Jaycee Holman, City Clerk
From: Keith Watts, Purchasing Manager
CC: Jacy Jones, Mike Barton, Steve Siddoway
Date: 2/23/12
Re: February 28 City Council Meeting Agenda Item
The Purchasing Department respectfully requests that the following item be placed on the
February 28r' City Council Agenda under Parks Department Report. Mike Barton is in
agreement with this request.
Facility per RFP #PKS-12-12124.3A. This Agreement is the result of formal RFP
#PKS-12-12124.3A. Eight proposals were received and evaluated.
Recommended Council Action: Approval of Agreement for the Not-To-Exceed
amount of 5.25% of the construction cost estimated at 1,300,000.00 and
authorize the Mayor to sign and City Clerk to attest.
Thank you for your consideration.
• Page 1
=~= IA Document C1327M - 2009
Standard Form of Agreement Between Owner and Construction Manager as
Adviser
AOREEM ENT made as of the Fourteenth day of Febmazy in the year'Irvo Thousand Twelve
ADDITIONS AND DELETIONS:
(In words, indicate day, month and yeas) The author of this document has
added Informatlon needetl for Its
BETWEEN the Owner: completion. The author may also
(Name, legal status, address and other information) have reNsed the text of the original
AIA standard form. An Additions end
City of Meridian Deletions Report that notes added
33 East Broadway Avenue Informatlon as well as reNSlons to the
Meridian, Idaho 83642 standard form text Is available from
Telephone Number; 208-888-4433 the author end should be reNewed. A
Fax Number: 208-887-4813 vertical Ilne In the left mergtn of this
document Indicates where the author
and the Construction Manager: has added necessary Informatlon
(Name, legal status; address and other information) and where the author has added to or
deleted from the odginal AIA text.
I{reizenbeck, LLC dba I{reizenbeck Constructors Thls document has Important legal
11724 West Executive Drive consequences. Consultation with an
Boise, Idaho 83713 ettomey Is encouraged with respect
Telephone Number: 208-336-9500 to Its completion or modi0catlon.
Fax Number: 208-336-7444 Thls document Is Intended to be usetl
In conJundlon with AIA Documents
for the following Project: A132TM-2009, Stantlard Form of
(Name, location and detailed description) Agreement Between Owner and
Contractor, Construction Manager as
Meridian PazkS Maintenance Facility Adviser Edition; A232T"-2009,
Northeast comer of Locust Cnove Road and Lanark Street General Conditions of the Contract
Construction of 4,500 +/- square foot building and shops. This building will house for Construdlon, Construction
administrative offices, training room, locker room, community office, and three separate Manager as AdNser Edition; and
shop spaces. A separate warehouse building for storage of equipment and consumables. B132TM-2009, Standard Form of
Covered pazking for 20 +/- vehicles with a wash rack. Site improvements, including Agreement Between owner and
grading and drainage, parking, irrigation, and landscaping. Architect, Construction Manager es
Adviser Editon.
The Architect: AIA Document A232*"-20091s
(Name, legal status, address and other information) adopted In this document by
reference. Do not use with other
Insight Architects, P.A. general conditlona unless this
2238 Broadway Avenue document Is modified.
Boise, Idaho 83706
Telephone Number: 208-338-9080
Fax Number: 208-338-9067
The Owner and Construction Manager agree es follows.
AIA Document C732TM-2008 formerly BB01 TMCMa-1992). Copyrlght®1973,1980, 1992 end 2009 by The Amerioen institute of ArchlkcG. All tights
Init. reserved. WARNING: This AIAt Dacumsnt Ie protected by U.S. Copyright Lew entl Internetlonel Tnetles. Unauthorized reproduction or distrtbullon of
lhA AIA° Document, or any portion of k, may nook In ssvm civil and cdminsl penalties, entl will be proacutsd to the maximum sxlent poulbls under
/ Ns Iew.7his document wee produced by AIA aokwerc at 08:52:48 on 02/22/2012 under Order No.5907428800_1 which expires on 01/17/2013, and Is not tar
roaele.
User Notes: (1903178314)
TABLE OF ARTICLES
1 INITIAL INFORMATION
2 CONSTRUCTION MANAGER'S RESPONSIBILITIES
3 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES
4 ADDITIONAL SERVICES
5 OWNER'S RESPONSIBILITIES
6 COST OF THE WORK
7 COPYRIGHTSANDLICENSES
S CLAIMS AND DISPUTES
9 TERMINATION OR SUSPENSION
10 MISCELLANEOUS PROVISIONS
11 COMPENSATION
12 SPECIAL TERMS AND CONDITIONS
13 SCOPE OFTHE AGREEMENT
ARTICLE 1 INITIAL INFORMATION
§ 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1.
(Note the disposih'on for the following items by inserting the requested information or a statement such as "not
applicable," "unknown at time ofexecutton"or "to be determined later by mutual agreement.')
§ 1.1.1 The Owner's program for the Project:
(Identify documentation or state the manner in which the program will be developed.)
Unknown at time of execution
§ 1.1.2 The Project's physical characteristics:
(Ident~ or describe, tfapprapriate, size, location, dimensions, or otherpertinent information, such as geotechnical
reports; site, boundary and topographic surveys; traffic and utility studies; availability of public and private utilities
and services; legal description of the site; etc.)
The project is located on 6.11 acres at the northeast comer of Locust Crrove Road and Lanark Street;
Ada CounTy Assessor's Parcel #51108336013
§ 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1:
(Provide total anr{ if known, a line item breakdown.)
$1,500,000.00
§ 1.1.4 The Owner's anticipated design and construction schedule:
.1 Design phase milestone dates, if any:
Unknown at time of execution
.2 Commencement of construction:
AIA Documant C132TM -2008 formerly L9a01 T"CMa -1982). CopyAOhl®1973, iBaO, 1992 and 2009 by The American InsOtule of Architects. All rlBhte
IDIt. reaarvad. WARNING: Thla AIAt Document la protsetetl by U.S. Copyright Law antl Intamatlanal Troatlsa. Unauthorizatl nprotluetlon or tllatdbutlon of 2
thla AIA° Document, orany poRlon of Il, may reauk In seven civil and criminal penaltlaa, and will be prosscutetl to the ma:lmum s#ant paaal6ls under
1 the law. Thle document was produced by AIA software ®t OE:52:4e an 02/22/2012 under Ober No.5907429a00 1 which e~ires on 07/17/2013, end la not ror
roaeie.
Uasr Noba: (1903778314)
Unknown at time of execution
.3 Substantial Completion date or milestone dates:
Unlmown at time of execution
.4 Other:
§ 1.1.5 The Owner intends the following procurement method for the Project:
(Identify method such as competitive bid, negotiated Contract or multple Prime Contracts)
Competitive Bid -Multiple Prime Contracts
§ 1.1.6 The Owner's requirements for accelerated or fast-track scheduling, multiple bid packages, or phased
construction are set forth below:
(List number and type of bid/procurement packages.)
~ Fast track or phased constmction is not anticipated
§ 1.1.7 Other Project information:
(ldent~ special characteristics or needs of the Protect not provided elsewhere, such as errvironmentally responsible
design or historic preservation requirements.)
§ 1.1.8 The Owner identifies the following representative in accordance with Section 5.5
(List name, address and other information)
Keith Watts, Purchasing Manager
Or
Ted Baird, Deputy City Attorney
33 East Broadway Avenue
Meridian, Idaho 83642
Telephone Number: 208-868-4433
Fax Number: 208-887-4813
§ 1.1.9 The persons or entities, in addition to the Owner's representative, who are required to review the Construction
Manager's submittals to the Owner are as follows:
(List name, address and other informaton.)
Insight Architects, P.a.
2238 Broadway Avenue
Boise, Idaho 83706
Telephone Number: 208-338-9080
Fax Number: 208-338-9067
§ 1.1.10 Unless provided by the Construction Manager, the Owner will retain the following consultants and
contractors:
(List name, legal status, address and other information.)
.1 Land Surveyor:
•As necessary
AIA Document C132TM - 2009 formerly B501 ^'CMa-19921. Copydpht ®1973, 1800,1892 end 2009 by The American IneStute of Archltecta. All dphte
Intl. reserved. WARNING: Thle AIA Document la protected by U.S. Copyright Lew end Intemetlonel Troatlsa. Uneuthorlaetl reprotluetlon or dletdbutlon of
this AIA° Document, oreny portion of it, may reauR In severe civil and cdminal penalties, and will bs proseeutetl to the maximum sstent poselble antler
t the law. This document wee produced by AIA eoawero et 05:52:49 on 0 212 2/2 01 2 under Order No.5907425a00_7 which explrea on 01117/2013, end Is not for
reaele.
Uear Notes: (1803170314)
.2 Geotechnical Engineer:
*As necessary
.3 Civil Engineer:
*As necessary
.4 Other:
(List arty other consultants retained by the Owner, such as a Project or Program Manager, or
construction contractor.)
*As necessary
*The Owner agrees to require it's consultants to coordinate all work efforts through the Architect. The
Architect shall be responsible to incorporate all of the Owner's consultants work efforts into a
complete set of construction documents to be used for permitting, bidding and construction purposes.
§ 1.1.11 The Construction Manager identiSes the following representative in accordance with Section 2.4:
(List name, address and other information.)
Michael J. Berard
11724 West Executive Drive
Boise, Idaho 83713
Telephone Number: 208-336-9500
Fax Number: 208-336-7444
Mobile Number: 208-941-3199
Emall Address: mberard@kreizenbeck.com
§ 1.1.12 The Construction Manager's staffing plan as required under Section 3.3.2 shall include:
(List any speck requirements and personnel to be included in the sta/Jing plan, ifknown.)
Project Superintendent
§ 1.1.13 The Construction Manager's consultants retained under Basic Services, if any:
.1 Cost Estimator:
(List name, legal status, address and other information.)
.2 Other consultants:
AIA Document C172*"'-2009 formerly BBOt TMCMe-1992), Copydght ®1973, 1980, 1992 end 2008 by The Amedcan InsOlute of Amhitects. All rights
Init. reserved. WARNING: This AIA Document la proteetetl by U.S. Copyright Lew end Intsrnetlonel Treatise. Unauthorized reproduction or tlletributlon of 4
thle AIA' Dooument, oreny portion of k, may resuk In savors civil and cdminal penalties, end will bs preseculetl to the maximum extent poselble under
t the law. Thla document wee produced by AIA sokwere el 08:52:48 on 02/27/2012 antler Order No.590742BB00_t which explrea on 01117/2013, end Is not for
resale.
User Notes: (1803178314)
First Link, Inc.
4304 West Emerald
Boise, Idaho 83706
Telephone Number: 208-941-6818
Fax Number: 208-384-9039
§ 1.7.74 The Construction Manager's consultants retained under Additional Services:
§ 1.1.15 Other Initial Information on which the Agreement is based:
§ 1.2 The Owner and Construction Manager may rely on the Initial Information. Both parties, however, recognize that
such information may materially change and, in that event, the Owner and the Construction Manager shall
appropriately adjust the schedules, the Construction Manager's services and the Construction Manager's
compensation.
ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES
§ 2.7 The Construction Manager shall provide the services as set forth in this Agreement.
§ 2.2 The Construction Manager shall perform its services consistent with the skill and care ordinarily provided by
construction managers practicing in the same or similar locality under the same or similar circumstances. The
Construction Manager shall perform its services as expeditiously as is consistent with such skill and care and the
orderly progress of the Project.
§ 2.3 The Construction Manager shall provide its services in conjunction with the services of an Architect as described
in AIA Document B132'M-2009, Standard Form of Agreement Between Owner and Architect, Construction Manager
as Adviser Edition. The Construction Manager shall not be responsible For actions taken by the Architect.
§ 2.4 The Constucion Manager shall identify a representative authorized to act on behalf of the Construction
Manager with respect to the Project.
§ 2.6 Except with the Owner's knowledge and consent, the Construction Manager shall not engage in any activity, or
accept any employment, interest or contribution that would reasonably appear to compromise the Construction
Manager's judgment with respect to this Project.
§ 2.6 The Construction Manager shall maintain the following insurance for the duration of this Agreement. If any of
the requirements set forth below exceed the types and limits the Construction Manager normally maintains, the Owner
shall reimburse the Constmction Manager for any additional cost.
§ 2.6.1 Comprehensive General Liability with policy limits of not less than One Milion Dollars and Zero Cents ($
1,000,000.00) for each occurrence and in the aggregate for bodily injury and property damage.
§ 2.6.2 Automobile Liability covering owned and rented vehicles operated by the Construction Manager with policy
limits of not less than Two Million Dollars and Zero Cents ($ 2,000,000.00) combined single limit and aggregate for
bodily injury and property damage.
§ 2.6.3 The Construction Manager may use umbrella or excess liability insurance to achieve the requved coverage for
Comprehensive General Liability and Automobile Liability, provided that such umbrella or excess insurance results in
the same type of coverage as required for the individual policies.
§ 2.6.4 Workers' Compensation at statutory limits and Employers Liability with a policy limit of not less than One
Million Dollars and Zero Cents ($ 1,000,000.00 ).
AIA Document C132*"-2009 /formerly B901 TMCMa-19921. Copyrlpht®1973,1990, 1992 antl 2009 by The American lnebtute of Architects. All rlphh
Init. reaervad. WARNING: This AIAD Document Is prelected by U.3. CopydOhl Lew antl Intsmatlonal 7roatles. Unauthodzad reproduction or dlstrlbutlon of
this AIA° Document, orany portion of tt, may result In ae°ero civil and edminal penalties, and will be prosecutetl to the maximum extent poeslble under
/ the law. This document wee produced by AIA 9ofiwere et O9:b2:4b on 02/22/2012 under Order No.5907429300 i which explrea on 01/17/2013, and Is not for
resale.
Ueer Nolea: (1903179314)
§ 2.6.5 Professional Liability covering the Construction Manager's negligent acts, errors and omissions in its
performance of services with policy limits of not less than One Million Dollars and Zero Cents ($ 1,000,000.00) per
claim and in the aggregate.
§ 2.6.6 The Construction Manager shall provide to the Owner certificates of insurance evidencing compliance with the
requirements in this Section 2.6. The certificates will show the Owner as an additional insured on the Comprehensive
General Liability, Automobile Liability, umbrella or excess policies.
ARTICLE 3 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES
§ 3.1 Definition
The Construction Manager's Basic Services consist of those described in Sections 3.2 and 3.3 and include usual and
customary wnstruction coordination and scheduling, constmctability review, cost estimating, and allocation of
construction activities among the Multiple Prime Contractors.
§ 3.2 Preeonatructlon Phaae
§ 3.2.1 The Construction Manager shall review the program famished by the Owner and any evaluation of the
Owner's program provided by the Architect, to ascertain the requirements of the Project and shall arrive at a mutual
understanding of such requirements with the Owner and Architect.
§ 3.2.2 The Construction Manager shall provide a preliminary evaluation ofthe Owner's program, schedule and
construction budget requirements, each in teens of the other.
§ 3.2.3 The Construction Manager shall prepare, and deliver to the Owner, a written Construction Management Plan
that includes, at a minimum, the following: (1) preliminary evaluations required in Section 3.2.2, (2) a Project
schedule, (3) wst estimates, (4) recommendations for Project delivery method, and (5) Contractors' swpes of Work, if
multiple Contractors or fast-track construction will be used. The Construction Manager shall periodically update the
Construction Management Plan over the course of the Project.
§ 3.2.4 Based on preliminary design and other design criteria prepazed by the Architect, the Construction Manager
shall prepare preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume or
similar conceptual estimating techniques for the Architect's review and Owner's approval. If the Architect suggests
alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative
materials and systems and may also provide its own suggestions.
§ 3.2.6 The Construction Manager shall expeditiously review design documents during their development and advise
the Owner and Architect on proposed site use and improvements, selection of materials, and building systems and
equipment. The Construcfion Manager shall also provide recommendations to the Owner and Architect on
wnstructability, availability of materials and labor, sequencing for phased constmcfion, time requirements for
procurement, installation and construction, and factors related to wnstruction cost including, but not limited to, costs
of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions.
§ 3.2.6 The Construction Manager shall prepare and periodically update the Project schedule included in the
Construction Management Plan for the Architect's review and the Owner's acceptance. The Construction Manager
shall obtain the Architect's approval for the portion of the Project schedule relating to the performance of the
Architect's services. The Project schedule shall wordinate and integrate the Construction Manager's services, the
Architect's services, other Owner consultants' services, and the Owner's responsibilities and highlight items that
could affect the Project's timely completion.
§ 3.2.7 As the Architect progresses with the preparation of the Schematic Design, Design Development and
Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the
Owner, Construction Manager and Architect, estimates of the Cost of the Work of increasing detail and refinement.
The Construction Manager shall include appropriate contingencies for design, bidding or negotiating, price escalation,
and mazket conditions in the estimates of the Cost of the Work. Such estimates shall be provided for the Architect's
review and the Owner's approval. The Construction Manager shall advise the Owner and Architect if it appears that
the Cost of the Work may exceed the Owner's budget and make recommendations for corrective action.
AIA Documant C732TM- 2008 formerly B80f'"'CMa -7882). Copydght01973, 1980, 1992 entl 2009 by The American InsOlute olArohllecta. All rlghla
Init. nsarved. WARNING: This AIA~ Documant Is protectetl by U.S. Copyright Law entl Intematlonal 7roatlsa. Unaulhorizsd reproducaon or dlstrlbutlon of 6
thle AIAe Document, or any potion of tt, may reault In severe civil entl criminal psnalllea, and will bs prosecuted to the maximum extent Dosslble antler
) the law. This document wee produced by AIA software at 09:52;48 on 0212 2/2 0 1 2 under Order No.5907428800 1 which expirce on 01/17/2013, end Is not for
resale.
Uaer Notec: (1903178314)
§ 3.2.8 As the Architect progresses with the preparation of the Schematic Design, Design Development and
Construction Documents, the Construction Manager shall consult with the Owner and Architect and make
recommendationswhenever the Construction Manager determines that design details adversely affect
constructability, cost or schedules.
§ 3.2.9 The Construction Manager shall provide recommendations and information to the Owner and Architect
regazding the assignment of responsibilitiesfnr temporazy Project facilities and equipment, materials and services for
common use of the Contractors. The Construction Manager shall verify that such requrrements and assignment of
responsibilities aze included in the proposed Contract Documents.
§ 3.2.10 The Construction Manager shall provide recommendadons and information to the Owner regazding the
allocation of responsibilities for safety programs among the Contractors.
§ 3.2.11 The Construction Manager shall provide recommendations to the Owner on the division of the Project into
individual Contracts for the construction of various categories of Work, including the method to be used for selecting
Contractors and awarding Contracts. If multiple Contracts aze to be awarded, the Construction Manager shall review
the Drawings and Specifications and make recommendations as required to provide that (1) the Work of the
Contractors is coordinated, (2) all requirements for the Project aze assigned to the appropriate Contract, (3) the
likelihood of jurisdictional disputes is minimized, and (4) proper coordination is provided for phased construction.
§ 3.2.12 The Construction Manager shall update the Project schedule to include the components of the Work,
including phasing of construction, times of commencement and cempletion required of each Contractor, ordering and
delivery of products, including those that must be ordered well in advance of construction, and the occupancy
requirements of the Owner.
§ 3.2.13 The Construction Manager shall expedite and coordinate the ordering and delivery of materials, including
those that must be ordered well in advance of construction.
§ 3.2.14 The Construction Manager shall assist the Owner in selecting, retaining and coordinating the professional
services of surveyors, special consultants and testing laboratories requred for the Project.
§ 3.2.15 The Construction Manager shall provide an analysis of the types and quantities of labor required for the
Project and review the availability of appropriate categories of labor required for critical phases. The Construction
Manager shall make recommendations for actions designed to minimize adverse effects of labor shortages.
§ 3.2.16 The Construction Manager shall assist the Owner in obtaining information regarding applicable requirements
for equal employment opportunity programs, and other programs as may be required by govemmental and for quasi
governmental authorities for inclusion in the Contract Documents.
§ 3.2.17 Following the Owner's approval of the Drawings and Specifications, the Construction Manager shall update
and submit the latest estimate of the Cost of the Work and the Project schedule for the Architect's review and the
Owner's approval.
§ 3.2.18 The Construction Manager shall submit the list of prospective bidders for the Architect's review and the
Owner's approval.
§ 3.2.19 The Construction Manager shall develop bidders' interest in the Project and establish bidding schedules. The
Construction Manager, with the assistance of the Architect, shall issue bidding documents to bidders and conduct
pre-bid conferences with prospective bidders. The Construction Manager shall issue the current Project schedule with
each set of bidding documents. The Construction Manager shall assist the Architect with regard to questions from
bidders and with the issuance of addenda.
§ 3.2.20 The Construction Manager shall receive bids, prepaze bid analyses and make recommendations tothe Owner
for the Owner's award of Contracts or rejection of bids.
§ 3.2.21 The Construction Manager shall assist the Owner in preparing Construction Contracts and advise the Owner
on the acceptability of Subcontractors and material suppliers proposed by Multiple Prime Contractors.
AIA Document C734*"- 4008 formedy BBOt *"CMa- 7994). Copydght 01973, 1900,1882 end 2009 by The Amadcan InaOtule of Arehitecta. All rights
Init. reserved. WARNING: Thla AIA Document Ie protected by U.S. Copydght Lew and International Treaties. Unauthodzed reproduction ordlatdbutlon of
this AIA' Document, or any portion of IC may result in severe civil antl cdminal penaltlee, antl will be prosecuted to the maximum extant possible under
) the law. Thlc document was produced by AIA aoaware et 08:52:40 on 02/22!2012 under Order No.5907420800 1 which explroe on 01!17/2013, end Is not for
resale.
User Notes: (1903178314)
§ 3.2.22 The Construction Manager shall assist the Owner in obtaining building permits and special permits for
permanent improvements, except for permits required to be obtained dvectly by the vazious Multiple Prime
Contractors. The Construction Manager shall verify that the Owner has paid applicable fees and assessments. The
Construction Manager shall ass[st the Owner and Architect in connection with the Owner's responsibility for filing
documents requned for the approvals of governmental authorities having jurisdiction over the Project.
§ 3.3 Construction Phase Administration of the Construction Contract
§ 3.3.1 Subject to Section 4.3, the Construction Manager's responsibility to provide Construction Phase Services
commences with the award ofthe initial Contract for Construction and tenninates on the date the Architect issues the
final Certificate for Payment.
§ 3.3.2 The Construction Manager shall provide a staffing plan to include one or more representatives who shall be in
attendance at the Project site whenever the Work is being performed.
§ 3.3.3 The Construction Manager shall provide on-site administration ofthe Contracts for Construction in
cooperation with the Architect as set forth below and in AIA Document A232*~2009, General Conditions ofthe
Contract for Construction, Construction Manager as Adviser Edition. If the Owner and Contractor modify AIA
Document A232-2009, those modifications shall not affect the Construction Manager's services under this
Agreement unless the Owner and the Construction Manager amend this Agreement.
§ 3.3.4 The Construction Manager shall provide administrative, management and related services to coordinate
scheduled activities and responsibilities ofthe Multiple Prime Contractors with each other and with those ofthe
Construction Manager, the Ovvn~ and the Architect. The Construction Manager shall ceordinate the activities ofthe
Multiple Prime Contractors in accordance with the latest approved Project schedule and the Contract Documents.
§ 3.3.5 Utilizing the amstruction schedules provided by the Multiple Prime Contractors, the Construction Manager
shall update the Project schedule, incorporating the activities of the Owner, Architect, and Multiple Prime Contractors
on the Project, including activity sequences and durations, allocation of labor and materials, processing of Shop
Drawings, Product Data and Samples, and delivery and procurement of products, including those that must be ordered
well in advance of construction. The Project schedule shall include the Owner's occupancy requirements showing
portions ofthe Project having occupancy priority. The Construction Manager shall update and reissue the Project
schedule as required to show current conditions. If an update indicates that the previously approved Project schedule
may not be met, the Construction Manager shall recommend corrective action, if any, to the Owner and Architect.
§ 3.3.6 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures,
progress, wordination, and scheduling ofthe Work. The Construction Manager shall prepare and promptly distribute
minutes to the Owner, Architect and Multiple Prime Contractors.
§ 3.3.7 Utilizing information from the Multiple Prime Contractors, the Construction Manager shall schedule and
coordinate the sequence of construction and assignment of space in areas where the Multiple Prime Contractors are
performing Work, in accordance with the Contract Documents and the latest approved Project schedule.
§ 3.3.8 The Constmction Manager shall schedule all tests and inspections required by the Contract Documents or
governmental authorities, and arrange for the delivery of test and inspection reports to the Owner and Architect.
§ 3.3.9 The Construction Manager shall endeavor to obtain satisfactory performance from each ofthe Multiple Prime
Contractors. The Construction Manager shall recommend courses of action to the Owner when requirements of a
Contract are not being fulfilled.
§ 3.3.10 The Construction Manager shall monitor and evaluate actual costs for activities in progress and estimates for
uncompleted tasks and advise the Owner and Architect as to variances between actual and budgeted or estimated
costs. If the Contractor is required to submit a Control Estimate, the Construction Manager shall meet with the Owner
and Contractor to review the Control Estimate. The Construction Manager shall promptly notify the Contractor if there
are any inconsistencies or inaccuracies in the information presented. The Constrnction Manager shall also report the
Contractor's cost control information to the Owner.
AIA Document C1 ]2*" - 2009 lormaAy 8901 TMCMa -1992). Copyright ®1973, 1980, 1992 and 2009 by The Amedcan InaOtuta o! Architects. All righb
Init. reserved. WARNING: Thla AIA Document Ia protected by U.a. Copyrl®ht Law antl International 7rortlas. UnauNOrizetl roproductlon or tlletributlon of
this AIA° Document, or any poM1lon o! It, may result In savers civil and criminal penalties, and will 6s proaaculsd to the maximum artsnt poeal6le antler
) the law. This document was produced by AIA soaware at 09:52:48 on 02/22/2072 under Order Na.S907428800_7 which expires on 01/77/2013, end Is nCt for
resets.
Usar Notes: (1903178314)
§ 3.3.11 The Construction Manager shall develop cash flow reports and forecasts for the Project.
§ 3.3.12 The Construction Manager shall maintain accounting records on authorized Work performed under unit vests,
additional Work performed on the basis of actual vests of labor and materials, and other Work requiring accounting
records.
§ 3.3.12.1 The Construction Manager shall develop and implement procedures for the review and processing of
Applications fnr Payment by Multiple Prime Contractors for progress and final payments.
§ 3.3.12.2 Not more frequently than monthly, the Construction Manager shall review and certify the amounts due the
respective Contractors as follows:
.1 Where there is only one Contractor responsible for performing the Work, the Constmction Manager
shall, within seven days after the Construction Manager receives the Contractor's Application for
Payment, review the Application, certify the amount the Construction Manager determines is due the
Contractor, and forward the Contractor's Application and Certificate for Payment to the Architect.
.2 Where there are Multiple Prime Contractors responsible for performing different portions of the
Project, the Construction Manager shall, within seven days after the Construction Manager receives
each Contractor's Application for Payment: (1) review the Applications and certify the amount the
Construction Manager determines is due each Contractor, (2) prepare a Summary of Contractors'
Applications for Payment by summazizing information from each Contractor's Application for
Payment, (3) prepare a Project Application and Certificate for Payment, (4) certify the total amount the
Construction Manager determines is due all Multiple Prime Contractors wllectively, and (5) forwazd
the Summary of Contractors' Applications for Payment and Project Applicafion and Certificate for
Payment to the Architect.
§ 3.3.12.3 The Construction Manager's certification for payment shall constitute a representation to the Owner, based
on the Construction Manager's evaluations of the Work and on the data comprising the Contractors' Applications for
Payment, that, to the best of the Construction Manager's knowledge, information and belief, the Work has progressed
to the point indicated and the quality of the Work is in accordance with the Contract Documents. The foregoing
representations are subject to an evaluation of the Work for conformance with the Contract Documents upon
Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the
Contract Documents prior to completion and to specific qualifications expressed by the Construction Manager. The
issuance of a Certificate for Payment shall fiuther constitute a recommendation to the Architect and Owner that the
Contractor be paid the amount certified.
§ 3.3.12.4 The certification of an Application for Payment or a Project Application for Payment by the Construction
Manager shall not be a representation that the Construction Manager has (1) made exhaustive or continuous on-site
inspections to check the quality or quantity of the Work; (2) reviewed wnstruction means, methods, techniques,
sequences for the Contractor's own Work, or procedures; (3) reviewed copies of requisitions received from
Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to
payment; or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the
Contract Sum.
§ 3.3.13 The Construction Manager shall review the safety programs developed by each of the Multiple Prime
Contractors solely and exclusively for purposes of coordinating the safety programs with those of the other
Contractors and for making recommendations to the Owner for any safety programs not included in the Work of the
Multiple Rime Contractors. The Construction Manager'sresponsibililies for coordination ofsafetyprograms shall not
extend to direct control over or charge of the acts or omissions of the Contractor, Multiple Prime Contractors,
Subcontractors, agents or employees ofthe Contractors or Multiple Rime Contractors or Subwntractors, or any other
persons performing portions of the Work and not directly employed by the Constmction Manager.
§ 3,3.14 The Construction Manager shall determine in general that the Work of each Contractor is being performed in
accordance with the requirements of the Contract Documents and notify the Owner, Contractor and Architect of
defects and deficiencies in the Work. The Construction Manager shall have the authority to reject Work that does not
conform to the Contract Documents and shall notify the Architect about the rejection. The failure of the Construction
Manager to reject Work shall not wnstitute the acceptance of the Work. The Construction Manager shall record any
rejection of Work in its daily log and include information regarding the rejected Work in its progress reports to the
AIA Document C792TM-2009 Iformerly BBOtT°CMe-1992). CopyrlphtO1973,1930, 1992 end 2009 by The Amerlcen lnsOtute of Architects. All dphte
Inlt, roservetl. WARNING: This AIAb Document Is protectatl by U.S. Copyright Law antl Intsrnatlonal Treaties. Unauthodzsd reproduction or dlstrlbutlon of 9
this AIA° Document, or any portion o! It, may roauh In severe civil and cdminsl penalties, and will be prosecutetl to the maximum extent possible under
/ Ns law. Thla document was protlucetl by AlA Software at 09:52:43 an 02/22!2012 under Order No.9907428800_1 which explroa on 01/77/2013, end la not for
reaele.
User Notes: (1903170314)
Architect and Owner pursuant to Section 3.3.20.1. Upon written suthorizat[on from the Owner, the Construction
Manager may require and make arrangements for additional inspection or testing of the Work in accordance with the
provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed, and the
Construction Manager shall give timely notice to the Architect of when and where the tests and inspections aze to be
made so that the Architect may be present for such procedures.
§ 3.3.15 The Construction Manager shall advise and consult with the Owner and Architect during the performance of
its Construction Phase Services. The Construction Manager shall have authority to act on behalf of the Owner only to
the extent provided h1 this Agreement. The Constrmction Manager shall not have wntrol over, chazge of, or
respons[bility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and
programs in connection with the Work of each of the Contractors, since these are solely the Contractor's rights and
responsibilities under the Contract Documents. The Construction Manager shall not be responsible for a Contractor's
failure to perform the Work in accordance with the requirements of the Contract Documents. The Construction
Manager shall be responsible for the Construction Manager's negligent acts or omissions, but shall not have control
over or charge of, and shall not be responsible for, acts or omissions of the Contractor or Multiple Prime Contractors,
Subcontractors, or their agents or employees, or any other persons or any other persons or entities performing portions
of the Work.
§ 3.3.16 The Construction Manager shall transmit to the Architect requests for interpretations and requests for
information of the meaning and intent of the Drawings and Specifications with its written recommendation, and assist
in the resolution of questions [hat may azise.
§ 3.3.17 The Construction Manager shall review requests for changes, assist in negotiating Contractors' proposals,
submit recommendations to the Architect and Owner, and, if they aze accepted, prepare Change Orders and
Construction Change Directives that Incorporate the Architect's modifications to the Contract Documents.
§ 3.3.18 The Construction Manager shall assist the Initial Decision Maker in the review, evaluation and
documentation of Claims, subject to Section 4.3.1.7.
§ 3.3.19 Utilizing the submittal schedules provided by each Contractor, the Construction Manager shall prepaze, and
revise as necessary, a Project submittal schedule incorporating information from the Owner, Owner's consultants,
Owner's separate contractors and vendors, governmental agencies, and all other participants in the Project under the
management of the Construction Manager. The Project submittal schedule and any revisions shall be submitted to the
Architect for approval. The Construction Manager shall promptly review all Shop Drawings, Product Data, Samples
and other submittals from the Multiple Prime Contmctors for compliance with the submittal requirements of the
Contract, coordinate submittals with information contained in related documents, and transmit to the Architect those
that the Construction Manager recommends for approval. The Construction Manager's actions shall betaken in
accordance with the Project submittal schedule approved by the Architect, or in the absence of an approved Project
submittal schedule, with such reasonable promptness as to cause no delay in the Work or in the activities of the
Contractor, other Multiple Prime Contractors, the Owner, or the Architect.
§ 3.3.20 The Construction Manager shall keep a daily log containing a record ofweather, each Contractor's Work on
the site, number of workers, identification of equipment, Work accomplished, problems encountered, and other
similaz relevant data as the Owner may require.
§ 3.3.20.1 1'he Construction Manager shall record the progress ofthe Project. On a monthly basis, or otherwise as
agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect,
showing percentages of completion and other information identified below:
.1 Work completed for the period;
.2 Project schedule status;
.3 Submittal schedule and status report, including a summary of remaining and outstanding submittals;
.4 Request for information, Change Order, and Constmction Change Directive status reports;
.5 Tests and inspection reports;
.6 Status report of nonconforming and rejected Work;
.7 Daily logs;
.8 Summazy of all Multiple Prime Contractors' Applications for Payment;
AIA Document CiJ2TM - 2009 (omterly B801 T°CMa -18821. Copyright ®1873,1900, 1902 end 2008 by Tha Amedcen InaOtule of ArohltecW. All rights
Init. reaarved. WARNING: Thie AIA Document Is protected by U.S. Copyright Law and International Treatise. Unaulhodzad reproduction or dlatrlbutlon of 10
this AIA° Document, or any portion of a, mey result In severe elvll antl erlminel penalties, antl will be prosecuted to the maximum extent poeslbla under
( the law. Thie document waa produced by AIA sofhvere at 00:52:40 on 02/22/2012 under Ober No.5807420000 1 which explros on 01/17/2013, end le notfor
resale.
User Notea: (1803170314)
.9 Cumulative total of the Cost ofthe Work to date including the Construction Manager's compensation
and reimbursable expenses at the job site, if any;
.10 Any other items the Owner may requne:
§ 3.3.20.2 Lr addition, for Projects constructed on the basis of the Cost of the Work, the Construction Manager shall
include the following additional information in its progress reports:
.1 Contractor's work force report;
.2 Equipment utilization report;
.3 Cost summary, comparing actual costs to updated cost estimates; and
.4 Any other items as the Owner may require:
§ 3.3.21 Utilizing the documents provided by the Contractor, the Construction Manager shall maintain at the site one
wpy of all Contracts, Drawings, Specifications, addenda, Change Orders and other Modifications, in good order and
marked currently to record all changes and selections made during construction, and in addition, approved Shop
Drawings, Product Data, Samples and similar required submittals. The Construction Manager shall maintain records,
in duplicate, of principal building layout lines, elevations ofthe bottom of footings, floor levels and key site elevations
certified by a qualified surveyor or professional engineer. The Construction Manager shall make all such records
available to the Architect and the Contractor, and upon completion of the Project, shall deliver them to the Owner.
§ 3.3.22 The Construction Manager shall arrange for the delivery, storage, protection and security of
Owner-purchased materials, systems and equipment that aze a part of the Project until such items are incorporated into
the Work.
§ 3.3.23 With the Architect and the Owner's maintenance personnel, the Construction Manager shall observe the
Contractor's or Multiple Prime Contractors' final testing and start-up of utilifies, operational systems and equipment
and observe any commissioning as the Contract Documents may require.
§ 3.3.24 When the Construction Manager considers each Contractor's Work or a designated portion thereof is
substantially complete, the Construction Manager shall, jointly with the Contractor, prepare for the Architect a list of
incomplete or unsatisfactory items and a schedule for their completion. The Construction Manager shall assist the
Architect in conducting inspections to determine whether the Work or designated portion thereof is substantially
complete.
§ 3.3.25 When the Work or designated portion thereof is substantially wmplcte, the Construction Manager shall
prepaze, and the Construction Manager and Architect shall execute, a Certificate of Substantial Completion. The
Construction Manager shall submit the executed Certificate to the Owner and Contractor. The Construction Manager
shall coordinate the correction and completion ofthe Work. Following issuance of a Certificate of Substantial
Completion of the Work or a designated portion thereof, the Construction Manager shall evaluate the completion of
the Work of the Contractor ar Multiple Prime Contractors and make rewmmendations to the Architect when Work is
ready for final inspection. The Construction Manager shall assist the Architect in conducting final inspections.
§ 3.3.26 The Construction Manager shall forward to the Owner, with a copy to the Architect, the following
information received from the Contractor or Multiple Prime Contractors: (1) certificates of Insurance received from
the Contractor ar Multiple Prime Contractors; (2) consent of surety or sureties, if any, to reduction in or paztial release
of retainage or the making of final payment; (3) affidavits, receipts, releases and waivers of liens or bonds
indemnifying the Owner against liens; and (4) any other documentation requved of the Contractor under the Contract
Documents, including warranties and similar submittals.
§ 3.3.27 The Construction Manager shall deliver all keys, manuals, record drawings and maintenance stocks to the
Owner. The Construction Manager shall forward to the Architect a final Project Application for Payment and Project
Certificate for Payment or final Application for Payment and final Certificate for Payment upon the Contractor's
compliance with the requirements of the Contract Documents.
AIA Document C132*'" -2009 formerly BB011MCMa-1992). Copyright ®1973, 1900, 1992 end 2009 by The American Institute of Archirocts. All dghls
Init. reserved. WARNING: This AIA Document k protected by U.S. Copydght Lew and Internatlonel Troatles. Uneuthodzed reproduction or dlaWbutlon of 11
this AIA° Document, oreny portion of a, may recall In severe civil and cdminal penalties, end will be proeaeutetl to the maximum extent paelbls under
) the law. Thie document was produced by AIA software et 09:52:49 on 0 212 2 /2 01 2 under Order No.5807428500_1 which expires on 01/17/2013, and Ia notfor
resale.
User Notes: (1903179314)
§ 3.3.28 Duties, responsibilities and limitations of authority of the Construction Manager as set forth in the Contract
Documents shall not be restricted, modified or extended without written consent ofthe Owner, Construction Manager,
Architect, Contractor and Multiple Prime Contractors. Consent shall not be unreasonably withheld.
§ 3.3.29 Upon request of the Owner, and prior to the expiration of one yeaz from the date of Substantial Completion,
the Construction Manager shall, without additional compensation, cenduct a meeting with the Owner to review the
facility operations and performance.
ARTICLE 4 ADDITIONAL SERVICES
§ 4.1 Additional Services listed below are not included in Basic Services but may be requved for the Project. The
Constmction Manager shall provide the listed Additional Services only if specifically designated in the table below as
the Construction Manager's responsibility, and the Owner shall compensate [he Constmction Manager as provided in
Section 11.2.
(Designate the Additional Services the Construction Manager shall provide in the second column of the table below.
In the third column indicate whether the service description is located in Section 4.2 or in an attached exhibit. If in an
exhibit, ident fy the exhibit.)
Servleea Responsibility
(Construction Manager,
Owner or
Not Provided Location of Service Deacriptlon
(Section 4.2 below or in an exhibit
attached to this document and
identi /ed below
4.1.1 Measured drawin s Not Provided
§ 4.1.2 Architectural interior design
B252T"r-20U Not Provided
4.1.3 Tenant-related services Not Provided
4.1.4 Commissionin B211'"'-2007 Not Provided
4.1.5 LEED certification 214r"'-2007 Not Provided
§ 4.1.5 Furniture, furnishings, and equipment
deli B253T"'-2007
Not Provided
§ 4.2 Insert a description of each Additional Service designated in Section 4.1, if not further described in an exhibit
attached to this document.
§ 4.3 Additional Services maybe provided after execution of this Agreement, without invalidating this Agreement.
Except for services required due to the fault of the Construction Manager, any Additional Services provided in
accordance with this Section 4.3 shall entitle the Construction Manager to compensation pursuant to Section 11.3.
§ 4.3.1 Upon recognizing the need to perform the following Additional Services, the Construction Manager shall
notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The
Construction Manager shall not proceed to provide the fol lowing services until the Constmction Manager receives the
Owner's written authorization:
.7 Services necessitated by a change in the Initial Information, previous instructions or approvals given by
the Owner, or a material change in the Project including, but not limited to, size, quality, complexity,
the Owner's schedule or budget for Cost of the Work, or procurement or delivery method, or bid
packages in addition to those listed in Section 1.1.6;
.2 Services necessitated by the enacunent or revision of codes, laws or regulations or official
interpretations after the date of this Agreement;
.3 Preparation of documentation for alternate bid or proposal requests proposed by the Owner;
.4 Preparation for, and attendance at, a public presentation, meeting or heazing;
.5 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the
Construction Manager is party thereto;
.5 Providing consultation concerning replacement of Work resulting from fire or other cause during
construction and fianishing services required )n connection with the replacement of such Work;
.7 Assistance to the hutial Decision Maker, if other than the Architect; or
AIA Document C102"' - 2009 lormerly B907'"'CMa - 7892). Copyright m 1973, 1880, 7992 and 2009 by Tha Amerlcen Institute of Architects. All nghq
Init. reaervatl. WARNING: This AIA` Document Is protected by U.a. Copyright Law end Intarnatlonsl Treaties. Unauthodzsd reproduction or distribution a! 12
this AIA° Document, or any poRlon o! It, may resua In severe civil sntl cdminel paneltlas, sntl will ba prosecuted to the maximum extant possible under
t the law. This documentwaa produced by AIA software et 08:62:48 on 02/22/2012 under Order No.9807429800 1 which expiros on 01H7/2013, end Is not tar
reeele.
User Notea: (1903179314)
.8 Service as the Initial Decision Maker.
§ 4.3.2 To avoid delay in the Construction Phase, the Construction Manager shall provide the following Additional
Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the
need. If the Owner subsequently determines that all or parts of those services are not required, the Owner shall give
prompt written notice to the Construction Manager, and the Owner shall have no furtttaz obligation to compensate the
Construction Manager for those services:
.1 Services in evaluating an extensive number of Claims submitted by a Contractor or others in
connection with the Work when the Architect is serving as the Initial Decision Maker.
.2 To the extent the Construction Manager's Basic Services are affected, providing Construction Phase
Services 60 days after (1) the date of Substantial Completion ofthe Work or (2) the anticipated date of
Substantial Completion, identified in Initial Information, w}lichever is eazlier.
.3 Services requtred in an emergency to coordinate the activities of a Contractor or Multiple Prime
Contractors in the event of risk of personal injury or serious property damage, wnsistent with Section
3.3.13.
§ 4.3.3If the services covered by this Agreement have not been wmpleted within Sixteen (16) months of the date of
this Agreement, through no fault ofthe Construction Manager, extension ofthe Construction Manager's services
beyond that time shall be compensated as Additional Services.
ARTICLE 5 OWNER'S RESPONSIBILITIES
§ 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner
regarding requirements for and limitations on the Project, including the Owner's progam, other objectives, schedule,
constraints and criteria, special equipment, systems, and site requirements. Within 15 days after receipt of a written
request from the Construction Manager, the Owner shall furnish the requested information as necessary and relevant
for the Cons Wction Manager to evaluate, give notice of, or enforce any lien rights, if any.
§ 5.2 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget
for the Cost ofthe Work as defined in Section 6.1, (2) the Owner's other costs, and (3) reasonable contingencies
related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the
Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation
with the Construction Manager, shall thereafter agree to a corresponding change in the budget for the Cost ofthe Work
or In the Project's scope and quality.
§ 5.3 The Owner acknowledges that accelerated, phased or fast-track scheduling provides a benefit, but also carries
with it the risk of additional costs. If the Owner selects accelerated, phased or fast-track scheduling, the Owner agrees
to include in the budget for the Project sufficient contingencies to cover such costs.
§ 5.4 The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA
Document B132-2009, Standard Form of Agreement Between Owner and Architect, Construction Manager as
Adviser Edition. The Owner shall provide the Construction Manager a copy ofthe executed agreement between the
Owner and Architect, and any fiuiher modifications to the agreement.
§ 5.5 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The
Owner shall render decisions pertaining to documents the Construction Manager submits in a timely manner in order
to avoid unreasonable delay in the orderly and sequential progress ofthe Construction Manager's services.
§ 5.6 Unless provided by the Construction Manager, the Owner shall famish surveys to describe physical
chazacteristics, legal limitations and utility locations for the site ofthe Project, and a written legal description ofthe
site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and
adjoining property and structures; designated wetlands; adjacent drainage; rights-of--way, restrictions, easements,
encroachments, zoning, deed restrictions, boundaries and contours ofthe site; locations, dimensions and necessary
data with respect to existing buildings, other improvements and trees; and information concerning ava[lable utility
services and lines, both public and private, above and below grade, including inverts and depths. All the information
on the survey shall be referenced to a Project benchmark.
AIA Document C132'"'-2008 famtedy Ba07TMCMa- 7982). CopydOht m 1973, 1990, 1992 and 2009 by The Amedcan InaOtute of Architects. All dOhta
Idtt• reaervad. WARNING: This AIA Document Ie protected by U.S. Copydpht Law and International Treatise. Unauthorized reproduction or dletdbutlon o! 73
this AIA° Document, or any portlOn o! IL may result In Severs civil and cdminel penalties, ana will be prosecuted to the maximum extent possible under
/ the law. This document wes produced by AIA software et 08:62:48 on 02/22/2012 under Order No.5907420900_1 which expires on 01/17/2013, and Is not for
resale.
User Notes: (1903170314)
§ 5.7 Unless provided by the Construction Manager, the Owner shall fumIsh services of geotechnical engineers,
which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests,
evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resisfivity tests, including
necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations.
§ 5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Constmdion
Manager. Upon the Construction Manager's request, the (Tuner shall furnish copies of the scope of services in the
contracts between the Owner and the Owner's consultants. The Owner shall famish the services of wnsultants other
than those designated in this Agreement, or authorize the ConsWction Manager to famish them as an Additional
Service, when the Construction Manager requests such services and demonstrates that they are reasonably required by
the scope of the Project. The Owner shall require that its consultants maintain profess[onal liability insurance and
other liability insurance as appropriate to the services provided.
§ 5.9 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as
stmctural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials.
§ 5.10 The Owner shall famish all legal, insurance and accounting services, including auditing services, that may be
reasonably necessary at any time for the Project to meet the Owner's needs and interests.
§ 5.11 The Owner shall provide prompt written notice to the Construction Manager and Architect if the Owner
becomes aware of any fault or defect in Project, including ersors, omissions or inconsistencies in the Architect's
Instruments of Service or any fault or defect in the Constmction Manager's services.
§ 5.12 The Owner reserves the right to perform construction and operations related to the Project with the Owner's
own forces, and to award contracts in connection with the Project which are not part of the Construction Manager's
responsibilities under this Agreement. The Construction Manager shall notify the Owner if any such independent
action will interfere with the Construction Manager's abiliTy to perform the Construction Manager's responsibilities
under this Agreement. When performing construction or operations related to the Project, the Owner agrees to be
subJect to the same obligations and to have the same rights as the Contractors.
§ 5.13 Except as otherwise provided in this Agreement, or when deed communications have been specially
authorized, the Owner shall endeavor to communicate with the Contractor and the Construction Manager's
consultants through the Construction Manager about matters azising out of or relating to the Contract Documents. The
Owner shall promptly notify the Construction Manager of any direct communications that may affect the COri9tr0dion
Manager's services.
§ 5.14 Before executing the Contract for Constmction, the Owner shall coordinate the Construction Manager's duties
and responsibilities set forth in the Contract for Construction with the Construction Manager's services set forth in this
Agreement. The Owner shall provide the Construction Manager a copy of the executed agreements between the
Owner and Contractors, including the General Conditions of the Contracts for Constmction.
§ 5.15 The Owna~ shall provide the Construction Manager access to the Project site prior to commencement of the
Work and shall obligate the Contractor to provide the Construction Manager access to the Work wherever it is in
prepazation or progress.
ARTICLE 6 COST OF THE WORK
§ 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to wnstruct all
elements ofhe Project designed or specified by the Architect and shall include the contractors' general conditions
costs, overhead and profit. The Cost of the Work includes the compensation of the Construction Manager and
Construction Manager's Consultants during the Construction Phase only, including compensation for reimbursable
expenses at the job site, if any. The Cost of the Work does not include the compensation of the Architect, the costs of
the land, rights-of--way, financing, contingencies for changes in the Work or other costs that are the responsibility of
the Owner.
§ 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and may be adjusted throughout
the Project as required under Sections 5.2 and 6.4. Evaluations of the Owner's budget, preliminazy estimates for the
Cost of the Work and detailed estimates of the Cost of the Work prepazed by the Construction Manager represent the
AIA Document C732TM - 4008 formerly B001 *"CMe -1994). Copyright ®1973, 1900, 1992 entl 2009 by The Amedcen Institute of Arohltecta. All rights
Init. reaervad. WARNING: Thla AIA Document Is protected by U.a. Copyright Law and Intematlonsl Trestles. Unauthodzetl roprotluction or tllsldbutlon of 14
this AIA' Document, or any portion of a, may result In severe civil entl ertminal penaltlea, entl will be prosecuted to the maximum extent poaslble under
/ the law. Thla document was produced by AIA aoaware at 00:62:40 on 02/22/2012 under Order Na.5907420800 1 which explrca on 01/17/2013, end Is not for
resale.
Ucer Notes: (1903170314)
Construction Manager's judgment as a person or entity familiar with the construction industry It is recognized,
however, that neither the Construction Manager nor the Owner has control over the wst of labor, materials or
equipment, over Contractors' methods of determining bid prices, or over competitive bidding, market or negotiating
conditions. Accordingly, the Construction Manager cannot and does not warrant or represent that bids or negotiated
prices will not vary from the budget proposed, established or approved by the Owner, or from any cost estimate or
evaluation prepared by the Construction Manager.
§ 6.3 Ifthe Architect is providing detailed cost estimating services as an Additional Service, and a discrepancy exists
between the Construction Manager's cost estimates and the Architect's cost estimates, the Architect and the
Construction Manager shall work cooperatively to conform the cost estimates to one another.
§ 6.4 If, prior to the conclusion of the Design Development Phase, the Construction Manager's estimate of the Cost of
the Work exceeds the Owner's budget for the Cost of the Work, the Construction Manager, in consultation with the
Architect, shall make appropriate recommendations tothe Owner to adjust the Project's size, quality or budget, and
the Owner shall cooperate with the Construction Manager and Architect in making such adjustments.
§ 6.5If the estimate ofthe Cost of the Work at the conclusion of the Design Development Phase exceeds the Owner's
budget for the Cost of the Work, the Owner shall
.1 give written approval of an increase in the budget for the Cost of the Work;
.2 in consultation with the Construction Manager and Architect, revise the Project program, scope, or
quality as required to reduce the Cost of the Work; or
.3 implement any other mutually acceptable alternative.
ARTICLE 7 COPYRIGHTS AND LICENSES
The Construction Manager and the Construction Manager's consultants, if any, shall not own or claim a copyright in
the Instruments of Service. The Construction Manager, the Construction Manager's wnsultants, if any, and the Owner
warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright
owner of such information or has permission from the copyright owner to transmit such information for its use on the
Project. Ifthe Owner and Construction Manager intend to transmit Instruments of Service or any other information or
documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions.
ARTICLE 8 CLAIMS AND DISPUTES
§ 8.1 General
§ 8.1.1 The Owner and Construction Manager shall commence all claims and causes of action, whether in contract,
tort, or otherwise, against the other arising out of or related to this Agreement in acwrdance with the requirements of
the method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but
in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Construction
Manager waive all claims and causes of action not commenced in accordance with this Section g.l.l.
§ 8.1.2 To the extent damages are covered by property insurance, the Owner and Construction Manager waive all
rights against each other and against the contractors, consultants, agents and employees of the other for damages,
except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A232-2009,
General Conditions of the Contrail for Construction. The Owner or the Construction Manager, as appropriate, shall
require of the contrailors, consultants, agents and employees of any of them similar waivers in favor of the other
parties enumerated herein.
§ 8.1.3 The Construction Manager shall indemnify and hold the Owner and the Owner's officers and employees
harmless from and against damages, losses and judgments arising from claims by third parties, including reasonable
attorneys' fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent
acts or omissions ofthe Construction Manager, its employees and its consultants in the performance of professional
services under this Agreement. The Construction Manager's duty to indemnify the Owner under this provision shall be
limited to the available proceeds of insurance coverage.
§ 8.1.4 The Construction Manager and Owner waive consequential damages for claims, disputes or other matters in
question arising out of or relating to this Agreement. 'I7ils mutual waiver is applicable, without limitation, to all
consequential damages due to either party's terminazion of this Agreement, except as specifically provided in Section
9.7.
AIA Document C132TM -200911ormerty BB01T°CMa-1992). CopydOhtm 1973, 19a0, 1992 and 2009 by The Amencan Ins9lute al Architects. All rtghta
Init. roserved. WARNING: Thla AIAb Document la protected by U.S. Copydeht Law and International Troatlae. Unauthodzetl reprotluctlon or dlstrtbutlon of 1$
Nls AIA° Document, or any portion o! h, may result In aavero civil and cdminal penaltlea, and will 6e proeacuted to the maximum extent poaslble under
/ the law, Thls document wee produced by AIA aoaware et Oa:52:48 on 02/22/2012 under Order No.5907429a00_1 which expires on 07/17/2073, end Is not far
resale.
User Notes: (190317e374)
§ 8.2 Mediation
§ 8.2.1 Any claim, dispute or other matter in question azising out of or related to this Agreement shall be subject to
mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien
arising out of the Construction Manager's services, the Construction Manager may proceed in accordance with
applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by
binding dispute resolution.
§ 8.2.2 The Owner and Construction Manager shall endeavor to resolve claims, disputes and other matters in question
between them by mediation which, unless the pazties mutually agree otherwise, shall be administered by the American
Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the
Agreement. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed
with the person or entity administering the mediation. The request maybe made concurrently with the filing of a
complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in
advance of binding dispute resolution proceedings, which shall be stayed pending mediaton for a period of 60 days
from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration
proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the azbitrator(s)
and agree upon a schedule for later proceedings.
§ 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall
be enforceable as settlement agreements h1 any court having jurisdiction thereof.
§ 8.2.41f the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding
dispute resolution shall be the fallowing:
(Check the appropriate 6ax. If the Owner and Construction Manager da not select a method of binding dispute
resolution below, or do not subsequently agree in wrin'ng to a binding dispute resolution method other than litigation,
the dispute will be resolved in a court afcompetent jurisdiction.)
[ ] Arbitration pursuant to Section 8.3 of this Agreement
[ X ] Litigation In a court of competent jurisdiction
[ ] Other: (Specify)
§ 8.3 Arbitration
§ 8.3.1 If the pazties have selected azbitration as the method for binding dispute resolution in this Agreement any
claim, dispute or other matter in queston azising out of or related to this Agreement subject to, but not resolved by,
mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by
the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the
date of the Agreement. A demand for azbitration shall be made in writing, delivered to the other party to this
Agreement, and filed with the person or entity administering the azbitration.
§ 8.3.1.1 A demand for arbitration shall be made no eazlier than concurrently with the filing of a request for mediation,
but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim,
dispute or othaz matter in question would be barred by the applicable statute of limitations. For statute of limitations
purposes, receipt of a written demand for arbitration by the person or entity administering the azbitration shall
constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question.
§ 8.3.2 The foregoing agreement to azbitrate and other agreements to arbitrate with an additional person or entity duly
consented to by parties to this Agreemant shal l be specifically enforceable in accordance with applicable law in any
court havingjurisdiction thereof.
§ 8.3.3 The award rendered by the azbitrator(s) shall be final, and judgment may be entered upon it in accordance with
applicable law in any court having jurisdiction thereof.
AIA noeument C102TM- 2009 formerly 8801 *"CMa-1892). Copyrght ®1873, 1880, 1992 and 2008 by The Ametlcan Instltula of Architects. All rights
Init. reservetl. WARNING: This AIA Document Is protectetl by U.B. Copyright Lawend International Treaties. Unauthorized reproduction or tlletrlbullon of 16
thla AIA° noeument, or any portion of h, may result In savers civil antl cdminel panaltlas, antl will be prosecuted to the maximum extant poaalbla antler
t the law. This document was produced by AIA software at 08:52:48 on 02/22/2012 under Order No.Sg0742880g_7 which expires on 01H7/2013, end la natfor
resale.
Ueer NOtes: (1903178314)
§ 8.3.4 Consolidation or Joinder
§ 8.3.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any
other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration
permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law or fact,
and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s).
§ 8.3.4.2 Either parry, at its sole discretion, may include by joinder persons or entities substantially involved in a
common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided
that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional
person or entity shall not constitute wnsent to arbitration of any claim, dispute or othaz matter in question not
described in the written consent.
§ 8.3.4.3 The Owner and Construction Manager grant to any person or entity made a party to an arbitration conducted
under this Section 8.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner
and Construction Manager under this Agreement.
ARTICLE 9 TERMINATION OR SUSPENSION
§ 9.1 If the Owner fails to make payments to the Construction Manager in accordance with this Agreement, such
failure shall be considered substantial nonperformance and cause for termination or, at the Construction Manager's
option, cause for suspension of performance of services under this Agreement. If the Construction Manager elects to
suspend services, the Construction Manager shall give seven days' written notice to the Owner before suspending
services. In the event of a suspension of services, the Construction Manager shall have no liability to the Owner for
delay or damage caused the Owner because of such suspension of services. Before resuming services, the
Construction Manager shall be paid all sums due prior to suspension and any expenses incurred in the interruption and
resumption of the Construction Manager's services. The Construction Manager's fees for the remaining services and
the time schedules shall be equitably adjusted.
§ 9.2Ifthe Owner suspends the Project, the Construction Manager shall be compensated for services performed prior
to notice of such suspension. Whett the Project is resumed, the Construction Manager shall be compensated for
expenses incurred in the interuptton and resumption of [he Construction Manager's services. The Construction
Manager's fees for the remaining services and the time schedules shall be equitably adjusted.
§ 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the
Construction Manager, the Construction Manager may terminate this Agreement by giving not less than seven days'
written notice.
§ 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party
fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the
termination.
§ 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the ConsWction
Manager for the Owner's convenience and without cause.
§ 9.6 in the event of termination not the fault of the Construction Manager, the Construction Manager shall be
compensated for services performed prior to termination, together with Reimbursable Expenses then due and all
Termination Expenses as defined hi Section 9.7.
§ 9.7 Termination Expenses aze in addition to wmpensation for the Construction Manager's services and include
expenses directly attributable to termination for which the Construction Manager is not otherwise compensated, plus
an amount for fhe Construction Manager's anticipated profit on the value of the services not performed by the
Construction Manager, as set forth below.
§ 9.7.1 In the event of termination for the Owner's convenience prior to commencement of construction, the
Construction Manager shall be entitled to receive payment for services performed, costs incured by reason of such
termination and reasonable overhead and profit on Preconslruction services not completed during the Prewnstruclion
Phase.
AIA Document C132*" - 2009 (fformerly a807'"CMa -19921. Copyrlpht m 1973, 1950,1982 end 2008 by Tha American InsBNte of An:hiteds. All d9hls
Init. naervatl. WARNING: Thle AIAb Document Is protected by U.S. Copyright Law and International Treatlee. Unauthodzetl roprotluctlon or tllelrlbutlon of 17
this AIA° Document, orany portion of h, may reeuk In severe clvll and cdminal penaltlee, antl will be proeecutetl to the maximum extent poeel6le antler
1 the law. This document was produced by AIA soflwero e10e:52:49 on 02!22/2012 under Order No.5807428500 1 which e>~Ires on 01/77/2013, end la notfor
resale.
User Notaa: (1803178314)
§ 9.7.2 in the event of termination for the Owner's convenience after commencement of construction, the
Construction Manager shall be entitled to receive payment for services performed and costs incurred by reason of such
termination, along with reasonable overhead and profit on services not completed dwing the Construction Phase.
ARTICLE 10 MISCELLANEOUS PROVISIONS
§ 10.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties
have selected arbitration as the method of binding dispute resolution, the Federal Arbitrafion Act shall govern
Section 8.3.
§ 10.2 Tenns in this Agreement shall have the same meaning as those in AIA Document A232-2009, General
Conditions of the Contract for Construction, except for pwposes of this Agreement, the term "Work" shall Include the
work of all Contractors under the administration of the Construction Manager.
§ 10.3 The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and
legal representatives tothis Agreement. Neither the Owner nor the Construction Manager shall assign this Agreement
without the written consent of the other, except that the Owner may assign this Agreement to a lender providing
financing for the Project ifthe lender agrees to assume the Owner's rights and obligations under this Agreement.
§ 10.4 If the Owner requests the Construction Manager to execute certificates, the proposed language of such
certificates shall be submitted to the Construction Manager for review at least 14 days prior to the requested dates of
execution. If the Owner requests the Constmction Manager to execute consents reasonably required to facilitate
assignment to a lender, the Construction Manager shall execute all such wnsents that are consistent with this
Agreement, provided the proposed consent is submitted to the Construction Manager for review at least 14 days prior
to execution. The Construction Manager shall not be required to execute certificates or wnsents that would require
knowledge, services or responsibilities beyond the scope ofthis Agreement.
§ 10.5 Nothing contained in this Agreement shall create a wntractual relationship with or a cause of action in favor of
a third party against either the Owner or Construction Manager.
§ 10.6 Unless otherwise required in this Agreement, the Construction Manager shall have no responsibility for the
discovery, presence, handling, removal or disposal of, or exposwe of persons to, hazardous materials or toxic
substances in any form at the Project site.
§ 10.7 The Construction Manager shall have the right to include photographic or artistic representations of the design
of the Project among the Construction Manager's promotional and professional materials. The Construction Manager
shall be given reasonable access to the completed Project to make such representations. However, the Construction
Manager's materials shall not include the Owner's confidential or proprietary information ifthe Owner has previously
advised the Construction Manager in writing of the specific information considered by the Owner to be confidential or
proprietary. The Owner shall provide professional credit for the Construction Manager in the Owner's promotional
materials for the Project.
§ 10.8 If the Construction Manager or Owner receives information specifically designated by the other party as
"confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall
not disclose it to any other person except to (1) its employees, (2) those who nced to know the content of such
information in order to perform services or construction solely and exclusively for the Project, or (3) its consultants
and contractors whose contracts include similar restrictions on the use of confidential information.
ARTICLE 11 COMPENSATION
§ 11.1 For the Construction Manager's Basic Services described under Article 3, the Owner shall compensate the
Construction Manager as follows:
§ 11.1.1 For Preconstruction Phase Services in Section 3.2:
(Insert amount of, or basisfor, compensation, including stipulated sums, multiples or percentages.)
20% of Total Fee as Identified in Article 11.1.2
AIA Document C132T°-2009 fonnedy l3801T"CMa-1992). Copyrlghtm7973,7990, 1992 antl 2009 by The American lnslltute MArchitecls. All dghta
Init. naerved. WARNING: Thia AIA Document la protectstl by U.S. Copydght Law and Intsmatlonal Tnatlea. Unauthodzad nproduMlon or dlstdbutlon of 18
this AIA° Document, orany portion of k, may reauk In eevara civil and cdminal penalties, and will ba prosecuted to the maximum extent poaslble under
1 the law. Thia document wee produced byAlA aoftwere at 09:52:45 on 02@2@012 under Ober No.5907428900_7 which explrea an 01H7@073, antl Is not for
resale.
Uaar Notes: (1903179314)
§ 11.1.2 For Construction Phase Services in Section 3.3:
(Insert amount of, or basisfor, compensation, including stipulated sums, multiples orpe>r;entages.)
Construction Management Fee is 5.25% of the total construction wst (this fee will become fixed when the design
program and initial estimate have been defined).
(The total fee will be split 20%P[e-Construction Services and 80%Constmction Services.)
§ 11.2 For Additional Services designated in Section 4.1, the Owner shall compensate the Construction Manager as
follows:
(Insert amount of, ar basis for, compensation. If necessary, list specific services to which part'cular methods of
compensation apply.)
5.25% Fee plus all Direct Costs and Reimbursables
§ 11.3 For Additional Services that may arise dwing the cowse of the Project, including those under Section 4.3, the
Owner shall compensate the Construction Manager as follows:
(Insert amount of, or basis for, compensation)
5.25% Fee plus all Duect Costs and Reimbwsables
§ 11.4 Compensation for Additional Services of the Construction Manager's consultants when not included in
Sections 11.2 or 11.3, shall be the amount invoiced to the Construction Manager plus percent ( %), or as otherwise
stated below:
5.25% Fee plus all Direct Costs and Reimbwsables
§ 11.511te howly billing rates for services of the Construction Manager and the Construction Manager's consultants,
if any, aze set forth below. The rates shall be adjusted in accordance with the Construction Manager's and
Construction Manager's consultants' normal review practices.
(If applicable, attach an exhibit of hourly billing rates or insert them below.)
Employee or Category Rate ($0.00)
Superintendent $65.50 /Hour
General Foreman $52.00 /Hour
Project Engineer $80.00 /Hour
§ 71.6 Compensa8on for Relmbursable Expenaea
§ 11.8.1 Relmbursable Expenses are in addition to compensation for Basic and Additonal Services and include
expenses incwred by the Construction Manager and the Construction Manager's consultants directly related to the
Project, as follows:
.1 Transportation and authorized out-of--town travel and subsistence;
.2 Long distance services, dedicated data and communication services, teleconferences, Project Web
sites, and extranets;
.3 Fees paid for secwing approval of authorities having Jurisdiction over the Project
.4 Printing, reproductions, plots, standazd form documents;
.5 Postage, handling and delivery;
.6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner;
.7 Professional photography, and presentation materials requested by the Owner,
.8 Construction Manager's consultant's expense of professional liability inswance dedicated exclusively
to this Project, or the expense of additional inswance coverage or limits if the Owner requests such
inswance in excess of that normally carried by the Construction Manager's consultants;
.9 All taxes levied on professional services and on reimbwsable expenses;
.10 Site office expenses; and
.11 Other similar Project-related expenditures.
.12 See ExhibltAAttached
AIA Document C792TM- 2009 formerly a901T"CMa- 7992). Copyrght ®1873, 1980, 7982 end 2009 by The Amerlcen Ins9tute olArohitacb. All dghb
Init. reservetl. WARNING: Thle AIAi Document Is protected by U.S. Copyright Law antl Intsrnaaonal Troatlsa. Unauthorized roproductlon ordlsWbunon of 19
this AIA° Document, or any portion of tt, may result In severe civil and criminal penaitlas, and will ba proaeeutsd to the maximum extent possible antler
) the law. Thla document was protlucetl by AIA software et 09:52:48 an 02!22/2072 under Order No.5g07429900_1 which expiroa on 01/17/2013, and le not for
resale.
User Notes: (1803179314)
§ 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Construction Manager
and the Construction Manager's consultants plus Zero percent (0.00 %) of the expenses incurred.
§ 11.7 Payments to the Construction Manager
§ 11.7.1 An initial payment of Zero Dollars and Zero Cents ($ 0.00) shall be made upon execution of this Agreement
and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice.
§ 11.7.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed.
Payments aze due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid Twenty-one
( 21) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate
prevailing from time to time at the principal place of business of the Construction Manager.
(Insert rate of monthly or annual interest agreed upon.)
3/4 of 1% per month
§ 11.7,3 The Owner shall not withhold amounts from the Construction Manager's compensation to impose a penalty
or liquidated damages on the Construction Manager, or to offset sums requested by or paid to Contractors for the cost
of changes in the Work unless the Construction Manager agrees or has been found liable for the amounts in a binding
dispute resolution proceeding.
§ 11.7.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on
the basis of hourly rates shall be available to the Owner at mutually convenient times.
ARTICLE 12 SPECIAL TERMS AND CONDITIONS
Special terms and conditions that modify this Agreement are as follows:
The Construction Manager is required to provide 100% Performance and Payment Bonds in the amount of the
Construction Manager's Compensation Fee and General Conditions.
ARTICLE 13 SCOPE OF THE AGREEMENT
§ 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction
Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement
maybe amended only by written Instrument signed by both Owner and Construction Manager.
§ 13.2 This Agreement is comprised of the following documents listed below:
.1 AIA Document C132T"t-2009, Standard Form Agreement Between Owner and Construction Manages
as Adviser
.2 AIA Document E201'Tr-2007, Digits] Data Protocol Exhibit, if completed, or the following:
N/A
.3 AIA Document E202T"r-2008, Building Information Modeling Protocol Exhibit, if completed, or the
following:
N/A
.4 Other documents:
(List other documents, if any, including additional scopes ofservice forming part of the Agreement.)
AIA A232-2009 General Conditions of the Contract for Constmction, Construction Manager as
Adviser Edition
Supplemental General Conditions to the AIA A232-2009 General Conditions of the Contract for
Construction
Exhibit A
AIA Document C132TM -2009 (fformerly B801*"CMa-1992). Copyright 01873, 1880, 1992 and 2008 by The Amedcan InaBturo of Architects. All riphte
IDIt, reserved. WARNING: Thle AIAb Document le protected by U.a. Copyrleht Law and Internetlonal Trestles. Unauthorized reproduction or tlletrt6utlon of ~D
this AIA° Document, orany portion of k, may resua in severe civil and crtminal penalties, antl will be prosecuted to the maximum extent possible under
! the Isw. Thla document was produced by AIA aoMvere et 08:52:48 on 02/22/2012 under Order No.5907428800 1 which expires on 01n7/2013, and Is not for
resale.
User Notes: (1903178314)
This Agreement is entered into as of the day and year first written above.
OVYNER (Signature)
CONSTRUCTION AOER (Signature)
Purchasing Managea
(Printed name acrd title)
Michael J. Berard, Member
(Printed name and 17'tle)
Ini~ AIA Document C1~ZTM' - ~! ~fomarly Bifl1 ~'C~t -1992). Copyright ~ 1973,1980,1992 and 2009 by The American Institute at Archilsct:. NI ri~hte
neerved. WARNING; This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of
this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under 21
~ the law. Thls document was produced by AIA software at 08:92:45 on 02/22/2012 under Ong No.S~7428800_1 which expires on 0111712013, and is not for
resale.
User Notes; (1903118314)
General Con ditions
Included in Fee Reimbursable
Expenses
Personnel & Services
President x
Vice President x
Sr. Pro'ect Manager x
Pro'ect Mana ers x
Contract Administrator x
Accountant x
Administrative Assistant x
Pre-Construction Coordination x
Strategic Planning x
Estimating x
Scheduling x
Bid Packaging & Biddin x
O & M Manuals /Warranties x
One Year Walk Thru x
Superintendent x
General Foreman x
Pro'ect Engineer x
General Liability Insurance x
Professional Liability Insurance x
Pa mentand Performance Bonds x
Small Tools & Fasteners x
La out, Engineering & Surve in x
Printing Costs x
Federal Ex ress /Mailing x
Tem ore Power x
Tem orary Electricity x
Tem orar Lighting x
Tem orary Water x
Tem orary Toilet x
Tem orar Phone x
Temporary Fire Protection x
Tem ore Barricades x
Satety x
First Aid Su plies x
Temporary Weather Protection /Heat x
Tem ore Fencing x
Job Office & Storage x
Job Office Su lies x
Forklift x
Final Clean-u x
Progressive Clean-up x
Trash Haul-Off x
Commissioning x
www.krelzenbeck.com
1'1724 WEST EXECUTIVE DRIVE ^ BOISE, IDAHO 83713 ~ 208.336.9500 208.336.7444
ICR No. RCE-784
~,
=~ ~=° I Document A232rN - 2009
General Conditions of the Contract for Construction, Construction Manager as Adviser
Edition
forthe following PROJECT:
(Name, and location or address)
Meridian Pazks Maintenance Facility
Northeast comer of Locust Grove Road and Lanark Street
THE CONSTRUCTION MANAGER:
(Name, legal status and address)
I{reizenbeck, LLC dba I{reizenbeck Constructors
11724 West Executive Drive
Boise, Idaho 83713
THE OWNER:
(Name, legal status and address)
City of Meridian
33 East Broadway Avenue
Meridian, Idaho 83642
THE ARCHITECT:
(Name, legal status and address)
Insight Architects, P.A.
2238 Broadway Avenue
Boise, Idaho 83706
ADDITIONS AND DELETIONS:
The author of this document has
added Information needed for its
comple9on. The author may also
have revised the text of the original
AIA standard form. An Additions and
Deletions Report that notes atldetl
Information as well as revisions to the
standartl form text is available from
the author and should he reviewed. A
vertical Ilne In the left margin of this
document indicates where the author
has added necessary Information
and where the author has added to or
deleted from the odginal AIA text.
This document has Important legal
consequences. Consultation with an
attorney Is encouraged with respect
to Its completion or modification.
This document Is Intended to be used
In conjunction with AIA Documents
A132^^-2009, Standard Form of
Agreement Between Owner end
Contractor, Construction Manager as
AdNser Edltlon; B132TM'-2009,
Standard Form of Agreement
Between Owner and Amhitect,
Construction Manager as Adviser
Edition; and C132TM'-2009, Standard
Form of Agreement Between Owner
and Construction Manager as
Adviser.
AIA Document A232TM' - 2009 (formedy A201 *aCMe -1BB2). Copyri0ht ®1982 end 2008 by The Amedcan InaUtute of Architects. All Aghte reserved.
Init. WARNING: Thla AIA° Document la protaetad by U.S. Copydpht Law and Inbrna0onal Treatlaa. Unauthodzsd reproduction or dlatdbutlon ofthla AIA° .(
Document, or any ponlon of It, may result In asvare elvil antl erlminal panaRlsa,antl will ba proaaeutad to the mulmum extant poaalbla undartha law.
) This document was produced by AIA software at 13:02:23 on 02/15/2012 under Order No.5907429800_1 which expires on 01/17/2013, end Is not for resale.
Ueer NOtea: (1231447113)
TABLE OF ARTICLES
1 GENERAL PROVISIONS
2 OWNER
3 CONTRACTOR
4 ARCHITECT AND CONSTRUCTION MANAGER
5 SUBCONTRACTORS
6 CONSTRUCTION BY OWNER OR BY OTHER CONTRACTORS
7 CHANGES IN THE WORK
S TIME
9 PAYMENTS AND COMPLETION
10 PROTECTION OF PERSONS AND PROPERTY
11 INSURANCE AND BONDS
12 UNCOVERING AND CORRECTION OF WORK
13 MISCELLANEOUS PROVISIONS
14 TERMINATION OR SUSPENSION OF THE CONTRACT
15 CLAIMS AND DISPUTES
AIA Document A232T'" - 2009 (lormedy A201 T"CMa -1992). Copydght m 7992 end 2009 by The American InaStute of Architects. All dghta reserved.
IDIt. WARNING: This AIA° Document b protectatl by U.S. Copydght Law and Inbmatlonal Trestles. Unauthodnd reproducgon or dlstrlbu0on of this AIA° 2
Dacumsnt, or any paRlon of IR may result In severe civil and criminal penalllaa, and will ba proaacuGd to lha maximum •atant possible under the law.
/ This documenlwea produced by AIA softwaro at 13:02:23 on 07115/2012 under Order No.5907428900_7 which e~ryires on 01/17/2013, and Ia not for resale.
User NOtes: (1231447113)
INDEX
(Topics and numbers in bold aze section headings.)
Acceptance of Nonconforming Work
9.6.6, 9.9.3, 12.3
Acceptance of Work
9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3
Access to Work
3.16, 6.2.1, 12.1
Accident Prevention
10
Ads and Omissions
3.2.1,3.2.2,3.3.2,3.12.8,3.18,8.3.1,9.5.1, 10.1,
10.2.5, 13.4.2, 13.7
Addenda
1.1.1, 3.11, 4.2.14
Additional Costs, Claims for
3.2.4, 3.7.4, 3.7.5, 6.1.1, 7.3, 9.10.3, 9.10.4, 10.3,
10.4, 15.1.4
Additional Inspections and Testing
4.2.8, 12.2.1, 13.5
Additional Insured
11.1.4
Additional Time, Claims for
3.7.4, 3.7.5, 6.1.1, 7.3, 8.3, 10.3
Administration of the Contract
3.10, 4.2
Advertisement or Invitation to Bid
1.1.1
Aesthetic Effect
4.2.19
Allowances
3.8, 7.3.8
All-risk klsurance
11.3.1, 11.3.1.1
Applications for Payment
4.2.7, 4.2.15, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.7, 9.8.3,
9.10.1, 9.10.3, 9.10.5, 11.1.3, 14.2.4
Approvals
2.1.1, 2.2.2, 2.4, 3.1.4, 3.10.1, 3.10.2, 3.12.4 through
3.12.10, 3.13.2, 3.15.2, 4.2.9, 9.3.2, 13.4.2, 13.5
Arbitration
8.3.1,11.3.10,13.1,15.3.2,15.4
ARCHITECT
4
Architect, Certificates for Payment
9.4
Architect, Definition of
4.1.1
Architect, Extent of Authority
5.2, 7.1.2, 7.3.7, 7.4, 9.3.1, 9.4, 9.5, 9.8.3, 9.8.4,
9.10.1, 9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 15.1.3,
15.2.1
Architect, Limitations ofAuthority and Responsibility
2.1.1, 3.12.8, 4.2.1, 4.2.2, 4.2.8, 4.2.13, 5.2.1, 9.6.4,
15.2
Architect's Additional Services and Expenses
2.4,11.3.1.1,12.2.1,12.2.4,13.5.2
Architect's Administration of the Contrail
4.2, 9.4, 9.5, 15.2
Architect's Approvals
3.12.8
Architect's Authority to Reject Work
4.2.8, 12.1.2, 12.2.1
Architect's Copyright
1.5
Architect's Decisions
4.2.8, 7.3.9, 7.4, 8.1.3, 8.3.1, 9.2, 9.4, 9.5, 9.8.3, 9.9.2,
13.5.2,14.2.2,14.2.4,15.2
Architect's Inspections
3.7.4, 4.2, 9.8.3, 9.9.2, 9.10.1, 13.5
Architect's Instructions
3.2.4, 7.4, 9.4
Architect's Interpretations
4.2.8, 4.2.17, 4.2.18
Architect's On-Site Observations
4.2.2, 9.4, 9.5.1, 9.10.1, 12.1.1, 12.1.2, 13.5
Architect's Project Representative
4.2.16
Architect's Relationship with Contractor
1.1.2, 1.5, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4,
3.9.2, 3.9.3, 3.10, 3.11, 3.12.8, 3.16, 3.18, 4.2, 5.2,
6.2.2, 8.2, 11.3.7, 12.1, 13.5
Architect's Relationship with Construction Manager
1.1.2, 9.3 through 9.10, 10.3, 13.5.1, 10.3, 11.3.7,
13.4.2, 13.5.4
Architect's Relationship with Subcontractors
1.1.2, 4.2.8, 5.3, 9.6.3, 9.6.4
Architect's Representations
9.4, 9.5, 9.10.1
Architect's Site Visits
4.2.2,9.4,9.5.1,9.8.3,9.9.2,9.10.1,13.5
Asbestos
10.3.1
Attorneys' Fees
3.18.1, 9.10.2, 10.3.3
Awazd of Other Contracts
6.1.1, 6.1.2
Award of Subcontracts and Other Contracts for
Portions of the Work
5.2
Basic Definitions
1.1
Bidding Requirements
1.1.1, 5.2.1, 11.4.1
Binding Dispute Resolution
9.7,11.3.9,11.3.10,13.1,15.2.5,15.2.6.1,15.3.1,
15.3.2, 15.4.1
AIA Document A232T'" - 2009 (formerly A201 TM'CMe - 7992). CopydBht ®1982 end 2009 by The American InaOtute of Architects. All rtghis reservetl.
Init. WARNING: Thla AIA° Document Is pretsetetl by U.a. Copyright Law and Intsmatlonal Tnrilsa. UnauNortzsd reprotluctlon or Ulstrtbunon o1 thA AIA° 3
Document, or eny portion o1 n, may vault In ssvsre civil antl criminal panalUss, and will bs prosscuUd to the maximum extant possible undsrtha law.
/ This tlocumenlwas produced by AlA software e113:02:23 on 02/15/2012 antler Order No.690742Ba00 1 which expires on 01/17!2013, end Is not for resale,
Uaer Notea: (1231447113)
Boiler and Machinery Insurance
11.3.2
BONDS, INSURANCE AND
11
Bonds, Lien
7.3.7.4, 9.10.3
Bonds, Performance and Payment
7.3.7.4, 9.6.7, 9.10.3, 11.3.9, 11.4
Building Permit
2.2.2, 3.7.1
Capitalizaflon
1.3
Certificate of Substantial Completion
9.8.3, 9.8.4, 9.8.5
Certificates for Payment
4.2.2, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3,
15.1.3
Certificates of Inspection, Testing or Approval
13.5.4
Certificates of Insurance
9.3.2, 9.10.2, 11.1.3
Change Orders
1.1.1,2.4,3.4.2,3.7.4,3.8.2,3.11,3.12.8,4.2.12,
4.2.13,4.2.14,5.2.3,7.1.1,7.1.2,7.2,7.3.2,7.3.4,
7.3.6, 7.3.9, 7.3.10, 8.3.1, 9.3.1.1, 9.10.3, 10.3.2,
11.3.1.2, 11.3.4, 11.3.9, 12.1.2, 15.1.3
Change Orders, Definition of
7.2
Changes
7.1
CHANGES IN THE WORK
2.2.1, 3.4.2, 3.11, 3.12.8, 4.2.13, 4.2.14, 7, 8.3.1,
9.3.1.1
Claims, Definition of
15.1.1
CLAIMS AND DISPUTES
1.1.8, 3.2.4, 3.7.5, 6.1.1, 7.3.9, 8.3.2, 9.3.3, 9.10.3,
9.10.4, 10.3.3,15, 15.4
Claims for Additional Cost
3.2.4, 3.7.5, 6.1.1, 7.3.9, 9.10.3, 9.10.4, 10.3.2, 10.4,
15.1.4
Claims for Additional Time
3.2.4, 3.7.5, 7, 8.3.2, 10.4, 15.1.5
Concealed or Unknown Conditions, Claims for
3.7
Claims for Damages
3.2.4,3.18,6.1.1,6.2.5,8.3.2,9.3.3,9.5.1.2,9.10.2,
9.10.5,10.3.3,11.1.1,11.3.5,11.3.7,15.1.6
Cleaning Up
3.15, 6.3
Commencement of Statutory Limitation Period
13.7
Commencement of the Work, Definition of
8.1.2
Communications, Owner to Architect
2.2.6
Communications, Owner to Construction Manager
2.2.6
Communications, Owner to Contractor
2.2.6
Communications Facilitating Contract
Administration
3.9.1, 4.2.6
COMPLETION, PAYMENTS AND
9
Completion, Substantial
4.2.15,8.1.1,8.1.3,8.2.3,9.4.3.3,9.8,9.9.1,9.10.3,
12.2.1, 12.2.2, 13.7
Concealed or Unknown Conditions
3.7.4, 4.2.8, 8.3.1, 10.3
Conditions of the Contract
1.1.1
Consolidation or Joinder
15.4.4
CONSTRUCTION BY OWNER OR BY OTHER
1.1.4, 6
Construction Change Dvective, Definition of
7.3.1
Construction Ckange Directives
1.1.1, 3.4.2, 3.12.8, 4.2.12, 4.2.13, 7.1.1, 7.1.2, 7.1.3,
7.3, 9.3.1.1
Construction Manager, Building Permits
2.2.2
Construction Manager, Communications through
4.2.6
Construction Manager, Construction Schedule
3.10.1, 3.10.3
CONSTRUCTION MANAGER
4
Construction Manager, Definition of
4.1.2
Construction Manager, Documents and Samples at the
Site
3.11
Construction Manager, Extent of Authority
3.12.7,3.12.8,4.1.3,4.2.1,4.2.4,4.2.5,4.2.9,7.1.2,
7.2, 7.3.1, 8.3, 9.3.1, 9.4.1, 9.4.2, 9.4.3, 9.8.2, 9.8.3,
9.8.4,9.9.1,12.1,12.2.1,14.2.2,14.2.4
Construction Manager, Limitations of Authority and
Responsibility
4.2.5, 4.2.8, 13.4.2
Construction Manager, Submittals
4.2.9
Construction Manager's Additional Services and
Expenses
12.2.1
Construction Manager's Administration of the
Contract
4.2, 9.4, 9.5
Construction Manager's Approval
2.4, 3.10.1, 3.10.2
AIA Document A232TM-2008 (formerly A207'"CMa-7982). Copyright ®1882 and 2009 by The American Institute of Arehitects. All rights reservetl.
Init. WARNIND: This AIA° Document b prolectad by U.a. Copyright Law end Intsmeaanal Troetlse. UnautAorized reprotlucaon or dleWbutlon of this AIA° 4
Document, or any portion oT It, may resua In severe elvll end criminal penaltlee, antl will be proeecutstl to the maximum ertent poulbls untlar the law.
/ This document waa producetl by AIA software at 13:02:23 on 02/15/2012 untler Order No.590742a800 1 which e~ires on 01/17/201J, end Is not for resale.
Ueer NOtee: (1231447113)
Construction Manager's Authority to Reject Work
4.2.8, 12.2.1
Construction Manager's Decisions
7.3.7, 7.3.9, 9.4.1, 9.5.1
Construction Manager's lnspections
4.2.8, 9.8.3, 9.9.2
Construction Manager's On-Site Observations
9.5.1
Construction Manager's Relationship with Architect
1.1.2, 4.2.1, 4.2.7, 4.2.8, 4.2.9, 4.2.13, 4.2.15, 4.2.16,
4.2.20, 9.2.1, 9.4.2, 9.5, 9.6.1, 9.6.3, 9.8.2, 9.8.3,
9.8.4, 9.9.1, 9.10.1, 9.10.2, 9.10.3, 11.1.3, 12.2.4,
13.5.1, 13.5.2, 13.5.4, 14.2.2, 14.2.4
Construction Manager's Relationship with Contractor
3.2.2, 3.2.3, 3.3.1, 3.5, 3.10.1; 3.10.2, 3.10.3, 3.11,
3.12.5, 3.12.6, 3.12.7, 3.12.8, 3.12.9, 3.12.10, 3.13.2,
3.14.2, 3.15.2, 3.16, 3.17, 3.18.1, 4.2.4, 4.2.5, 4.2.6,
4.2.9, 4.2.14, 4.2.17, 4.2.20, 5.2, 6.2.1, 6.2.2, 7.1.2,
7.2, 7.3.5, 7.3.7, 7.3.10, 8.3.1, 9.2, 9.3.1, 9.4.1, 9.4.2,
9.7, 9.8.2, 9.8.3, 9.8.4, 9.9.1, 9.10.1, 9.10.2, 9.10.3,
10.1,10.3,11.3.7,12.1,13.5.1,13.5.2,13.5.3,13.5.4
Construction Manager's Relationship with Owner
2.2.2, 4.2.1, 10.3.2
Construction Manager's Relationship with Other
Contractors and Owner's Own Forces
4.2.4
Construction Manager's Relationship with
Subcontractors
4.2.8, 5.3, 9.6.3, 9.6.4
Construction Manager's Site Visits
9.5.1
Construction Schedules, Contractor's
3.10, 3.12.1, 3.12.2, 6.1.2, 15.1.5.2
Contingent Assignment of Subcontracts
5.4, 14.2.2.2
Continuing Contract Performance
15.1.3
Contract, Definition of
1.1.2
CONTRACT, TERMINATION OR
SUSPENSION OF THE
5.4.1.1, 11.3.9, 14
Contract Administration
3.1.3, 4.2, 9.4, 9.5
Contract Award and Execution, Conditions Relating
to
3.7.1,3.10,5.2,6.1,11.1.3,11.3.6,11.4.1
Contract Documents, Copies Famished and Use of
1.5.2, 2.2.5, 5.3
Contract Documents, Definition of
1.1.1
Contract Performance During Arbitration
15.1.3
Contract Sum
3.7.4, 3.7.5, 3.8, 3.10.2, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.2,
9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.3.1.1, 12.3, 14.2.4,
14.3.2, 15.1.4, 15.2.5
Contract Time
3.7.4,3.7.5,4,3.10.2,5.2.3,7.2.3,7.3.1,7.3.5,7.3.10,
7.4,8.1.1,8.2.1,8.2.3,8.3.1,9.5.1,9.7, 10.3.2,12.1.1,
14.3.2, 15.1.5.1, 15.2.5
Contract Time, Definition of
8.1.1
CONTRACTOR
3
Contractor, Definition of
3.1.1
Contractor's Construction Schedules
3.10,3.12.1,3.12.2,6.1.3, 15.1.5.2
Contractor's Employees
3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3,
11.1.1, 11.3.7, 14.1, 14.2.1.1
Contractor's Liability Insurance
11.1
Contractor's Relationship with Other Contractors and
Owner's Own Forces
3.12.5, 3.14.2, 4.2.6, 6, 11.3, 12.1.2, 12.2.4
Contractor's Relationship with Subcontractors
1.2.2, 3.3.2, 3.18, 5, 9.6.2, 9.6.7, 9.10.2, 11.3.1.2,
11.3.7, 11.3.8, 14.2.1.2
Contractor's Relationship with the Architect
1.1.2, 1.5, 3.2.2, 3.2.3, 3.2.4, 3.4.2, 3.5, 3.7.4, 3.10.1,
3.11, 3.12, 3.16, 3.18, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4,
9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12,13.5,15.1.2,
15.2.1
Contractor's Relationship with the Construction
Manager
1.1.2, 3.2.2, 3.2.3, 3.3.1, 3.5, 3.10.1, 3.10.2, 3.10.3,
3.11,3.12.5,3.12.7,3.12.9,3.12.10,3.13.2,3.14.2,
3.15.1,3.16,3.17,3.18.1,4.2.4,4.2.5,5.2,6.2.1,
6.2.2, 7.1.2, 7.3.5, 7.3.7, 7.3.10, 8.3.1, 9.2, 9.3.1,
9.4.1,9.4.2,9.8.2,9.9.1,9.10.1,9.10.2,9.10.3,10.1,
10.2.6, 10.3, 11.3.7, 12.1, 13.5.1, 13.5.2, 13.5.3,
13.5.4
Contractor's Representations
3.2.1,3.2.2,3.5,3.12.6,6.2.2,8.2.1,9.3.3,9.8.2
Contractor's Responsibility for Those Performing the
Work
3.3.2, 3.18, 5.3, 6.1.3, 6.2, 9.5.1, 10.2.8
Contractor's Review of Contract Documents
3.2
Contractor's Right to Stop the Work
9.7
Contractor's Right to Terminate the Contract
14.1
Contractor's Submittals
3.10.2, 3.11, 3.12, 4.2.9, 9.2, 9.3, 9.8.2, 9.9.1, 9.10.2,
9.10.3, 11.1.3, 11.4.2
Contractor's Superintendent
3.9, 10.2.6
Contractor's Supervision and Construction
Procedures
1.2.2,3.3,3.4,4.2.5,4.2.7,6.1,6.2.4,7.1.3,7.3.5,
7.3.7,8.2,]0,12,14,15.1.3
AIA Document A232T'" - 2008 (formerly A201 *"CMe - 7892). Copyright ®1882 end 2008 by The American Institute of Architects. All rights reservetl.
Init. WARNING: Thle AIAe Document Is protected by U.S. Copyright Law and Intemetlonal Treatlea. Unauthorizsd reproduction or tlletrlbutlon o} thle AIAe 5
Document, or any poRlon o! It, may result In seven elvll end erlminel penelUes, entl will be prosecuted to the maximum extent pwelble untlsrths law.
( Thia document was producetl by AIA software et 13:02:23 on 02/75/2012 under Ober No.590742a800 1 which expires on 01/17/2013, end la not far resale.
User NOtae: (1231447113)
Contractual Liability Insurance
11.1.1.8, 11.2, 11.3.1.5
Coordination and Correlation
1.2,3.2,3.3.1,3.10,3.12.6,6.1.2,6.2.1
Copies Famished of Drawings and Specifications
1.5, 2.2.5, 3.11
Copyrights
1.5, 3.17
Correction of Work
2.3,2.4,9.4.1,9.4.2,9.8.2,9.8.3,9.9.1,12.1.2,12.2
Correlation and Intent of the Contract Documents
1.2
Costs
2.4,3.2.4,3.7.3,3.8.2,3.15.2,5.4.2,6.1.1,6.2.3,
7.3.3.3, 7.3.6, 7.3.7, 7.3.8, 7.3.9, 11.3.1.2, 11.3.1.3,
11.3.4,11.3.9,12.1,12.2.1,13.5,14
Cutting and Patching
3.14, 6.2.5
Damage to Construction of Owner or Other
Contractors
3.14.2, 6.2.4, 9.5.1.5, 10.2.1.2, 10.2.5, 10.4, 11.1.1,
11.3, 12.2.4
Damage to the Work
3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.4, 11.3.1, 12.2.4
Damages, Claims for
3.2.4, 3.18, 6.1.1, 8.3.2, 10.3.3, 11.1.1, 11.3.5, 11.3.7,
14.2.4, 15.1.6
Damages for Delay
6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2, 15,1.5
Date of Commencement ofthe Work, Definition of
8.1.2
Date of Substantial Completion, Definition of
8.1.3
Day, Definition of
8.1.4
Decisions of the Architect
3.7.4, 4.2.7, 4.2.8, 4.2.10, 4.2.11, 4.2.13, 4.2.15,
4.2.16, 4.2.17, 4.2.18, 4.2.19, 4.2.20, 7.3.9, 8.1.3,
8.3.1, 9.2, 9.4, 9.5, 9.8.3, 9.8.4, 9.9.1, 10.1.2, 13.5.2,
14.2.2, 14.2.4, 15.1, 15.2
Decisions of the Construction Manager
7.3.7, 7.3.8, 7.3.9, 15.1, 15.2
Decisions to Withhold Certification
9.4.1,9.5,9.7, 14.1.1.3
Defective or Nonconforming Work, Acceptance,
Rejection and Correction of
2.3, 2.4, 3.5, 4.2.8, 6.2.5, 9.5.1, 9.6.6, 9.8.2, 9.9.3,
9.10.4, 12.2.1, 12.2.2
Definitions
1.1, 2.1.1, 3.1.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 4.1.2,
7.2, 7.3.1, 8.1, 9.1, 9.8.1, 15.1.1
Detays and Extensions of Time
3.2,3.7.4,5.2.3,7.2,7.3.1,7.4,8.3,9.5.1,9.7,10.3.2,
10.4, 14.3.2, 15.1.5, 15.2.5
Disputes
7.3.8, 7.3.9, 9.3, 15.1, 15.2
DISPUTES, CLAIMS AND
3.2.4,6.1.1,6.3,7.3.9,9.3.3,15,15.4
Documents and Samples at the Site
3.11
Drawings, Definition of
1.1.5
Drawings and Specifications, Ownership and Use
1.1.1, 1.5, 2.2.5, 3.11, 5.3
Duty to Review Contract Documents and Field
Conditions
3.2
Effective Date of Insurance
8.2.2, 11.1.2
Emergencies
10.4, 14.1.1.2, 15.1.4
Employees, Contractor's
3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.1, 3.18.2, 4.2.3, 4.2.6,
10.2, 10.3.3, 11.1.1, 11.3.7, 14.1, 14.2.1.1
Equipment, Labor, Materials and or
1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12.2, 3.12.3,
3.13.1, 3.15.1, 4.2.8, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2,
9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.2
Execution and Progress of the Work
1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3.1, 3.4.1, 3.5,
3.7.1, 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.5, 8.2,
9.5.1,9.9.1,10.2,10.3, 12.2,14.2,14.3.1, 15.1.3
Extensions of Time
3.2.4, 3.7.4, 5.2.3, 7.2.3, 7.4, 8.3, 9.5.1, 9.7, 10.3.2,
10.4,14.3,15.1.5,15.2.5
Failure of Payment
9.5.1.3,9.7,13.6,14.1.1.3,14.1.3,14.2.1.2,15.1.4
Faulty Work (Sce Defective or Nonconforming Work)
Final Completion and Final Payment
4.2.1, 4.2.15, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.3.1,
11.3.5, 12.3, 15.2.1
Financial Arrangements, Owner's
2.2.1
GENERAL PROVISIONS
1
Governing Law
13.1
Guarantees (See Warranty and Warranties)
Hazardous Materials
10.2.4,10.3
Identification of Contract Documents
1.2.1
Identification of Subcontractors and Suppliers
5.2.1
Indemnification
3.18, 9.10.2, 10.3.3, 10.3.5, 10.3.6, 11.3.1.2, 11.3.7
Information and Services Required of the Owner
2.1.2, 2.2, 4.2.6, 6.1.2, 6.2.5, 9.6.1, 9.6.4, 9.8, 9.9.1,
9.10.3, 10.3.2, 10.3.3, 11.2, 11.3.4, 13.5.1, 13.5.2,
14.1.1.4, 14.1.3, 15.1.2
Initial Decision
15.2
AIA Document A292T'" - 2008 (lormarly A207 *aCMa - 79921. Copyright ®1892 end 2009 by Tha American Inatllute of Arehltects. All dghts reserved.
Init. WARNING: This AIA° Document la protected by U.a. Capydght Lew antl Intemenonel Troatlee. Unauthorized roproductlon or dAtdbullon of this AIAe s
Document, or any poRlon of It, may result In eevero elvll end criminal penaltlee, and will be proaecutetl to the mulmum extent Doeelble under the law.
/ Thle document was produced by AlA software at 13:02:23 on 02/15/2012 under Order No.5907420800_7 which etylres on 07/77/2013, and Is not for resale.
User Notes: (1231447113)
Initial Decision Maker, Definition of
1.1.8
Initial Decision Maker, Extent of Authority
14.2.2,14.2.4,15.1.3,15.2.2,15.2.3,15.2.4,15.2.5
Injury or Damage to Person or Property
3.18.1,10.2.1,10.2.2,10.2.8,10.3,10.3.3,10.4,
11.1.1
Inspections
3.1.3, 3.7.1, 4.2.2, 9.8.2, 9.9.2, 9.10.1, 13.5
Instructions to Bidders
1.1.1
Instructions to the Contractor
3.1.4,3.3.3,3.7.1,4.2.4,5.2.1,7,8.2.2,12.1,13.5.2
Instruments of Service, Definition of
1.1.7, 1.5, 1.6
Insurance
6.1.1, 7.3.7, 8.2.2, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 10.2.5,
11
Insurance, Boiler and Machinery
11.3.2
Insurance, Contractor's Liability
11.1
Insurance, Effective Date of
8.2.2, 11.1.2
Insurance, Loss of Use
11.3.3
Insurance, Owner's Liability
11.2
Insurance, Property
10.2.5,11.3
Insurance, Stored Materials
9.3.2, 11.3.1
INSURANCE AND BONDS
11
Insurance Companies, Consent to Partial Occupancy
9.9.1, 11.3.1.5
Insurance Companies, Settlement with
11.3.10
Intent of the Contract Documents
1.2, 4.2.18, 4.2.19, 7.4
Interest
9.7, 13.6
Interpretation
1.4,4.2.8,4.2.17,4.2.18
Interpretations, Written
4.2.17, 4.2.18, 4.2.20
Joinder and Consolidation of Claims Required
15.4.4
Judgment on Final Award
15.4.2
Labor and Materiels, Equipment
1.1.3, 1.1.6, 3.4, 3.8.2, 3.8.3, 3.12.2, 3.12.3, 3.12.6,
3.12.10,3.13.1,3.15.1,5.2.1,6.2.1,7.3.7,9.3.2,9.3.3,
9.5.1.3, 9.6, 9.10.2, 10.2.1.2, 11.3.1, 14.2.1, 14.2.2
Labor Disputes
8.3.1
Laws and Regulations
3.2.3,3.2.4,3.7,3.13.1,10.2.2,10.2.3,13.5.1,14.2.1
Liens
2.1.2, 9.3.3, 9.10.2, 9.10.4, 15.2.8
Limitation on Consolidation or Joinder
15.4.4
Limitations, Statutes of
15.4.1
Limitations of Authority
3.12.4, 4.1.3, 4.2.16
Limitations of Liability
9.6.7, 11.1.1, 12.2
Limitations of Time
3.10.1, 4.2.17, 4.2.20, 8.2.1, 9.3.3, 9.6.1, 9.8.4, 9.10.2,
10.2, 11.1.3, 12.1.1, 12.2.2.2, 12.2.5, 13.7, 14.1.1,
15.2.6.1
Loss of Use Insurance
11.3.3
Material Suppliers
1.5.1, 1.5.2, 3.12, 4.2.6, 4.2.8, 9.3.1, 9.3.1.2, 9.3.3,
9.5.3,9.6.4,9.6.5,9.6.7,9.10.5,11.3.1
Materials, Hazardous
10.2.4,10.3
Materials, Labor, Equipment and
1.1.3, 1.1.6, 1.5.1, 1.5.2, 3.4, 3.5, 3.8.2, 3.8.3, 3.12.2,
3.12.3, 3.12.6, 3.12.10, 3.13.1, 5.2.1, 6.2.1, 9.3.1,
9.3.2, 9.3.3, 9.5.1, 9.5.3, 9.6.4, 9.6.5, 9.6.7, 9.10.2,
9.10.5,10.2.1,10.2.4,10.3
Means, Methods, Techniques, Sequences and
Procedures of Construction
3.3.1, 3.12.10, 4.2.5, 4.2.11
Mechanic's Lien
2.1.2, 15.2.8
Mediation
8.3.1, 10.3.5, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4.1
Minor Changes in the Work
1.1.1, 3.12.8, 4.2.13, 7.1, 7.4
MISCELLANEOUS PROVISIONS
13
Modifications, Defmition of
1.1.1
Modifications to the Contract
1.1.1,1.1.2,3.11,4.1.3,4.2.14,5.2.3,7,11.3.1
Mutual Responsibility
6.2
Nonconforming Work, Acceptance of
9.4.3, 9.8.3,12.3
Nonconforming Work, Rejection and Correction of
2.3, 2.4, 3.2.3, 3.7.3, 9.4.3.3, 9.8.2, 9.8.3, 9.9.1,
11.1.1,12.2.2.1,12.2.3,12.2.4,12.2.5
Notice
1.5,2.1.2,2.2.1,2.4,3.2.4,3.3.1,3.7.1,3.7.2,3.7.5,
3.9.2,3.12.9,5.2.1,6.3,9.4.1,9.7,9.10.1,9.10.2,
10.2.2, 10.2.6, 10.2.8, 10.3.2, 11.3.6, 12.2.2.1, 13.3,
13.5.1, 13.5.2, 14.1.2, 14.2.2, 14.4.2, 15.1.2, 15.1.4,
15.1.5.1, 15.2, 15.4.1
AIA Document A272TM' - 2009 (tonnerly A207T"CMa- 7992). Copyrl9ht®1992 end 2009 by The Amedcen Inatllute of Amhilects. All rights reeerved.
Init. WARNING: This AIA° Document le proteetetl by U.a. Copydght Lew and Intamenonal Treaties. UneuNodzed reproduction ordletdbuaon of thla AIA' ~
Document, ar any portion of It, may naua In eevero civil and criminal penaltlea, and will be prosecuted to the maalmum extent poaslble under the law.
) Thla document was produced by AIA sofhvare et 13:02:23 on 02/15/2012 under Order No.5907428800 1 which e,ylrea on 01/77/2013, and Is not /or resale.
Uaer Nolea: (1231447113)
Notice of Claims
3.7.2,10.2.8,15.1.2,15.4.1
Notice of Testing and k3spections
13.5.1, 13.5.2
Notices, Permits, Fees and
3.7, 7.3.7, 10.2.2
Observations, On-Site
3.2.1, 9.5.1, 12.1.1
Occupancy
2.2.2, 9.6.6, 9.9, 11.3.1.5
On-Site Inspections
4.2.2, 9.10.1, 9.4.4, 9.5.1
Orders, Written
4.2.7, 4.2.18, 4.2.20
O[her Contracts and Contractors
1.1.4, 3.14.2, 4.2.9, 6, 11.3.7, 12.1.2
OWNER
2
Owner, Definition of
2.1.1
Owner, Information and Services Required of the
2.1.2, 2.2, 4.2, 6.1.2, 6.1.3, 6.2.5, 9.3.2, 9.6.1, 9.6.4,
9.9.2, 9.10.2, 10.3.3,11.2, 11.3,13.5.1, 13.5.2, 14.1.1,
14.1.3, 15.1.3
Owner's Authority
1.5,2.1.1,2.3,2.4,3.4.2,3.12.10,3.14.2,4.1.2,4.1.3,
4.2.8, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2, 7.3.1,
8.2.2, 9.3.1, 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2,
11.3.3, 11.3.10, 12.2.2.1, 12.3, 13.5.2, 14.2, 14.3.1,
14.4, 15.2.7
Owner's Financial Capability
2.2.1, 13.2.2, 14.1.1
Owner's Liability Insurance
11.2
Owner's Relationship with Subcontractors
1.1.2,5.2.1,5.3,5.4.1,9.6.4,9.10.2,14.2.2
Owner's Rigkt to Carry Out the Work
2.4, 12.2.4, 14.2.2
Owner's Rigkt to Clean Up
6.3
Owner's Right to Perform Construction witk Own
Forces end to Award Otker Contracts
6.1
Owner's Rigkt to Stop the Wark
2.3
Owner's Right to Suspend the Work
14.3
Owner's Right to Terminate the Contract
14.2
Ownership and Use of Drawings, Specifications
and Other Instruments of Service
1.1.1,1.1.5,1.5,1.6,3.11,3.12.10,3.17,4.2.14,
4.2.18, 4.2.20
Partial Occupancy or Use
9.9, 11.3.1.5
Patching, Cutting and
3.14, 6.2.5
Patents and Copyrights, Royalties
3.17
Payment, Applications for
4.2.1,4.2.7,4.2.15,7.3.9,9.2,9.3,9.4,9.5,9.7,9.10.1,
9.10.3, 9.10.5, 11.1.3
Payment, Certlficetes for
4.2.15,7.3.9,9.3,9.4,9.5,9.6.1,9.6.6,9.7,9.10.1,
9.10.3, 14.1.1.3, 15.1.3
Payment, Failure of
9.4.1, 9.5, 9.7, 14.1.1.3
Payment, Final
4.2.1, 9.8.2, 9.10, 11.1.2, 11.3.1, 11.3.5, 12.3, 15.2.1
Payment Bond, Performance Bood and
5.4.1, 7.3.7, 9.6.7, 9.10.2, 9.10.3, 11, 11.4
Payments, Progress
9.3.1, 9.4.2, 9.6
PAYMENTS AND COMPLETION
9, 14
Payments to Subcontractors
5.4.2, 9.3, 9.5.1.3, 9.5.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7,
9.10.5, 14.2.1.2
PCB
10.3.1
Performance Bond and Payment Bond
5.4.1,7.3.7,9.6.7,9.10.2,9.10.3,11,11.4
Permits, Fees, Notices and Compliance wick Laws
2.2.2, 3.7, 7.3.7.4, 10.2.2
PERSONS AND PROPERTY, PROTECTION OF
10
Polychlorinated Biphenyl
10.3.1
Product Data, Definition of
3.12.2
Product Data and Samples, Skop Drawings
3.11, 3.12, 4.2.9, 4.2.10, 4.2.14
Progress and Completion
8.2, 9.3.1, 9.4.2, 9.6, 9.8, 9.10, 14.2.4, 15.1.6
Progress Payments
9.3.1, 9.4.2, 9.6
Project, Definition of
1.1.4
Project Representatives
4.2.16
Property Insurance
10.2.5,11.3
Project Schedule
3.10.1,3.10.3,3.10.4,4.2.2,4.2.3,4.2.4
PROTECTION OF PERSONS AND PROPERTY
10
Regulations and Laws
1.5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 9.9.1,
10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6,
14.1.1,14.2.1,15.2.8,15.4
Rejection of Work
3.5, 4.2.8, 12.2.1
Releases of and Waivers and of Liens
9.10.2
Inlt. AIA Document A232m -2009 (formerly A201 T1CMa-1992). Copyright 01992 end 2009 by The American InsOtule of Architects. All rights reeervetl, e
WARNING: Thle AIA Document la protected by U.3. Copyright Lew entl Intematlonel Trestles. Unauthorizatl reprotlucllon ordlstdbutlon of this AIA 8
Oooumant, or any portion of It, may resua In severe civil and criminal penalaee, end will be proaeeutatl to the maximum extent poeelble antler the law.
/ Thls dowment was produced by AIA software et 13:02:23 on 02/15/2012 under Order No.5807428800 1 which expires on 01/17/2013, end la not far resale.
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Representations
1.3,2.2.1,3.5,3.12,6.2.2,8.2.1,9.3.3,9.4.3,9.5.1,
9.8.2, 9.10.1
Representatives
2.1.1,3.1.1,3.9,4.1.1,4.2.1,4.2.2,4.2.10,5.1.1,
5.1.2, 13.2.1
Requests for Information
4.2.20
Resolution of Claims and Disputes
15
Responsibility for Those Performing the Work
3.3.2, 3.7.3, 3.12.8, 3.18, 4.2.2, 4.2.5, 4.2.8, 5.3, 6.1.2,
6.2,6.3,9.5.1,9.8.2,10
Retainage
9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3
Review of Contract Documents and Wield
Conditions by Contractor
1.2.2, 3.2, 3.7.3, 3.12.7
Review of Contractor's Submittals by Owner,
Construction Manager and Architect
3.10.1,3.10.2,3.11,3.12,4.2,5.2,5.2,9.2,9.8.2
Review of Shop Drawings, Product Data and Samples
by Contractor
3.12.5
Rights and Remedies
1.1.2, 2.3, 2.4, 3.7.4, 3.15.2, 4.2.8, 5.3, 5.4, 6.1, 6.3,
7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2,
12.2.4,13.4, 14, 15.4
Royalties, Patents and Copyrights
3.17
Rules and Notices for Arbitration
15.4
Safety of Persons and Property
10.2, 10.3,10.4
Safety Precautions and Programs
3.3.1, 3.12, 4.2.5, 5.3,10.1, 10.2, 10.3, 10.4
Samples, Definition of
3.12.3
Samples, Shop Drawings, Product Data and
3.11,3.12,4.2.9,4.2.10
Samples at the Site, Documents and
3.11
Schedule of Values
9.2, 9.3.1
Schedules, Construction
3.10,3.12.1,3.12.2,6.1.2,15.1.5.2
Separate Contracts and Contractors
1.1.4,3.12.5,3.14.2,4.2.6,4.2.11,6, 8.3.1, 12.1.2
Shop Drawings, Definition of
3.12.1
Shop Drawings, Product Date and Samples
3.11,3.12,4.2.9,4.2.10,4.2.14
Site, Use of
3.13, 6.1.1, 6.2.1
Site Inspections
3.2.2,3.3.3,3.7.1,3.7.4,4.2.2,4.2.3,4.2.15,9.4.3.3,
9.8.3, 9.9.2, 9.10.1, 13.5
Site Visits, Architect's
3.7.4, 4.2.2, 4.2.15, 9.8.3, 9.9.2, 9.10.1, 13.5
Special Inspections and Testing
4.2.8, 12.2.1, 13.5
Specifications, Definition of
1.1.6
Specifications
1.1.1,1.1.6,1.2.2,1.5,3.11,3.12.10,3.17,4.2.14
Staffing Plan
4.2.3
Statute of Limitations
12.2.5, 13.7, 15.4.1.1
Stopping the Work
2.3, 9.7, 10.3, 14.1
Stored Materials
6.2.1, 9.3.2, 10.2.1.2, 10.2.4
Subcontractor, Definition of
5.1.1
SUBCONTRACTORS
5
Subcontractors, Work by
1.2.2, 3.3.2, 3.12.1, 4.2.5, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7
Subcontractuel Relations
5.3,5.4,9.3.1.2,9.6.2,9.6.3,9.10, 10.2.1, 14.1, 14.2
Submittals
3.2.3,3.10,3.11,3.12,4.2.9,4.2.10,4.2.11,5.2.1,
5.2.3, 7.3.7, 9.2, 9.3, 9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3
Submittal Schedule
3.10.2, 3.12.5, 4.2.9, 4.2.10
Subrogation, Waivers of
6.1.1, 11.3.7
Substantial Completion
8.1.1, 8.1.3, 8.2.3, 9.4.3.3, 9.5, 9.9.1, 9.10.3, 12.2.1,
12.2.2, 13.7
Substantial Completion, Definition of
9.8.1
Substitution of Subcontractors
5.2.3, 5.2.4
Substitution of Architect
4.1.4
Substitution of Construction Manager
4.1.4
Substitutions of Materials
3.4.2, 3.5, 7.3.8
Sub-subcontractor, Definition of
5.1.2
Subsurface Conditions
3.7.4
Successors and Assigns
13.2
Superintendent
3.9, 10.2.6
Supervision and Construction Procedures
1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.3, 4.2.5, 4.2.8, 4.2.9,
4.2.10, 4.2.11, 6.1.3, 6.2.4, 7.1.3, 7.3.7, 8.2, 8.3.1,
9.4.3.3, 10, 12, 14, 15.1.3
AIA Dooumenl A232TM - 2009 (formerly A201 *"'CMa - 7992). Copyright ®1992 end 2009 by The American Inatllute or Architects. All rlghte reaervetl.
Init. WARNING: Thla AIA° Document la protectatl 6y U.a. Copydght Lew end International Trestles. Uneulhorizetl reproduCUOn or tlletribullon of thle AIA° 9
Document, orany porllon of h, may Woos In severe eivll end erlminal penaltlaa, antl will be proeseutatl to the maximum extant poselble undsrthe law.
/ This documentwes produced by AIA software et 13:02:23 on 02/15/2072 under Order No.5907428900_7 which explrea on 01/17!2013, end is not for resale.
User Notes: (1231447113)
Surety
5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2, 15.2.7
Surety, Consent of
9.10.2, 9.10.3
Surveys
1.1.7, 2.2.3
Suspension by the Owner for Convenience
14.3
Suspension of the Work
5.4.2, 14.3
Suspension or Termination of the Contract
5.4.1.1, 14
Taxes
3.6, 3.8.2.1, 7.3.7.4
Termination by the Contractor
14.1, 15.1.6
Termination by the Owner for Cause
5.4.1.1,14.2, 15.1.6
Termination by the Owner for Convenience
14.4
Termination of the Contractor
14.2.2
TERMINATION OR SUSPENSION OF THE
CONTRACT
14
Tests and Inspections
3.1.4, 3.3.3, 4.2.2, 4.2.6, 4.2.8, 9.4.3.3, 9.8.3, 9.9.2,
9.10.1, 10.3.2, 12.2.1,13.5
TIME
8
Time, Delays and Extensions of
3.2.4, 3.7.4, 5.2.3, 7.2, 7.3.1, 7.4, 8.3, 9.5.1, 10.3.2,
14.3.2, 15.1.5, 15.2.5
Time Limits
2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.1,
5.2,5.3,5.4,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3,9.4.1,
9.4.2, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4, 12.2,
13.5, 13.7,14, 15
Time Limits on Claims
3.7.4,10.2.8,13.7,15.1.2
Title to Work
9.3.2, 9.3.3
Transmission of Data in Digital Form
1.6
UNCOVERING AND CORRECTION OF WORK
12
Uncovering of Work
12.1
Unforeseen Conditions, Concealed or Unlmown
3.7.4, 8.3.1, 10.3
Unit Prices
7.3.3.2, 7.3.4
Use of Documents
1.1.1, 1.5, 2.2.5, 3.12.6, 5.3
Use of Site
3.13, 6.1.1, 6.2.1
Values, Schedule of
9.2, 9.3.1
Waiver of Claims by the Architect
13.4.2
Waiver of Claims by the Construction Manager
13.4.2
Waiver of Claims by the Contractor
9.10.5, 13.4.2, 15.1.6
Waiver of Claims by the Owner
9.9.3,9.10.3,9.10.4,12.2.2.1,13.4.2,14.2.4,15.1.6
Waiver of Consequential Damages
14.2.4, 15.1.6
Waiver of Liens
9.10.2, 9.10.4
Waivers of Subrogation
6.1.1, 11.3.7
Warranty
3.5,4.2.15,9.3.3,9.8.4,9.9.1,9.10.4,12.2.2
Weather Delays
15.1.5.2
Work, DeSnition of
1.1.3
Written Consent
1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.3, 9.3.2, 9.8.5,
9.9.1, 9.10.2, 9.10.3, 10.3.2, 11.4.1, 13.2, 13.4.2,
15.4.4.2
Written Interpretations
4.2.17, 4.2.18
Written Notice
2.3,2.4,3.3.1,3.9,3.12.9,3.12.10,5.2.1,5.3,5.4.1.1,
8.2.2, 9.4, 9.5.1, 9.7, 9.10, 10.2.2, 10.3, 11.1.3,12.2.2,
12.2.4,13.3, 13.5.2, 14, 15.4.1
Written Orders
1.1.1, 2.3, 3.9, 7, 8.2.2, 12.1, 12.2, 13.5.2, 14.3.1,
15.1.2
AIA Document A232TM-2008 (Formerly A201 *sCMa- 7982). Copyd9ht ®1992 end 2008 by The American InsOWte of Architects. All rlahte reservetl.
IDit. WARNING: This AIA° Document Is protected by U.a. Copyright Law antl International Trestles. Unauthodzetl reproduction or tlletdbutlon of this AIA° ~~
Document, or any portion of It, may reaua In severe civil antl criminal penalnee, antl will be prosecuretl to the maximum extent posal6le antler the law.
) Thls document was produced by AIA software et 13:02:23 on 02/15/2012 under Order No.5907428900_1 which e~irea on 01/17/2013, end la not for resale.
User NOtee: (1231447113)
ARTICLE 1 GENERAL PROVISIONS
§ 1.1 Basic Definitions
§ 1.1.1 The Contact Documents. The Contract Documents are enumerated in the Agreement between the Owner and
Contractor (hereinafter the Agreement), and consist of the Agreement, Conditions of the Contract (General,
Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract,
other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is
(1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change
Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated
in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instmctions to
Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the
Contractor's bid or proposal, or portions of addenda relating to bidding requirements).
§ 1.1.2 The Contract. The Contract Documents form the Contract for Construction. The Contract represents the entire
and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements,
either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents
shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or
the Architect's consultants, (2) between the Owner and the Construction Manager or the Construction Manager's
consultants, (3) between the Owner and the Architect or the Architect's consultants, (4) between the Contractor and
the Constmction Manager or the Construction Manager's consultants, (5) between the Owner and a Subcontractor or
Sub-subcontractor (6) between the Construction Manager and the Architect, or (7) between any persons or entities
other than the Owner and Contractor. The Construction Manager and Architect shall, however, be entitled to
performance and enforcement of obligations under the Contract intended to facilitate performance of their duties.
§ 1.1.3 The Work. The term "Work" means the construction and services required by the Contract Documents, whether
completed or partially completed, and includes all other labor, materials, equipment and services provided or to be
provided by the Contractor to fulfill the Contractor's obligations. The Work 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 include construction by other Multiple Prime Contractors and by the
Owner's own forces, including persons or entities under sepazate contracts not administered by the Construction
Manager.
§ 1.1.5 The Drawings. The Drawings are the graphic and pictorial portions ofthe Contract Documents showing the
design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and
diagrams.
§ 1.1.6 The Specifications. The Specifications are that portion of the Contract Documents consisting of the written
requirements for materials, equipment, systems, standards and workmanship for the Work, and performance ofrelated
services.
§ 1.1.1 Instruments of Service. Instruments of Service aze representations, in any medium of expression now known or
later developed, of the tangible and intangible creative work performed by the Architect and the Architect's
consultants under their respective professional services agreements. Instruments of Service may include, without
limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials.
§ 1.1.8 Inltlal Decision Maker. The Initial Decision Maker is the person identified in the Agreement to render initial
decisions on Claims in accordance with Section 15.2 and certify terminat[on of the Agreement under Section 14.2.2.
§ 1.2 Correlation and Intent of the Contract Documents
§ 1.2,1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion
of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as
binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the
Contract Documents and reasonably inferable from them as being necessary to produce the indicated results.
AIA Document A232*'" -2009 (formerly A207 iMCMa- 7992). Copyright ®1982 end 2008 by The American Institute of Architects. All rlghte reserved.
IOIt. WARNING: This AIA° Document Is proteetstl by U.9. Copydght Law and Intamational Troatiaa. Unauthorizad reproduction or dlatrlhutlon of thle AIA° 11
Document, or any portion of It, may resuk In aavsre clvll end crlminal penalties, tnd will ba prosecuted to the maximum extent possible underthe law.
/ This tlocumentwes produced by AIA software et 73:02:23 on 02/15/2012 under Ortler No.5907429900_1 which expires on 01/17!2013, end Is not for resale.
User Notes: (1231447713)
§ 1.2.2 Organization ofthe Specifications into divisions, sections and articles, and arrangement of Drawings shall not
control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be
performed by any trade.
§ 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction
industry meanings are used in the Contract Documents in accordance with such recognized meanings.
§ 1.3 Capltallzatfon
Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles ofnumbered
articles or (3) the titles of other documents published by the American Institute of Architects.
§ 1.41nterpretation
In the interest ofbrevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles
such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is
not intended to affect the interpretation of either statement.
§ 1.5 Ownership and Use of Drawings, Specifications and Other Instruments of Service
§ 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective
Instruments of Service, including the Drawings and Specifications, and wi]] retain all common law, statutory and other
reserved rights, including copyrights. The Contractor, Subcontractors, sub-subwntractors, and material or equipment
suppliers shall not own or claim a wpyright in the Instruments of Service. Submittal or distribution to meet official
regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in
derogation of the Architect, or Architect's wnsultants' reserved rights. .
§ 1.5.2 The Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers are authorized to use
and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work. All
copies made under this authorization shall bear the copyright notice, if any, shown on the h3strnments of Service. The
Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers may not use the Instruments of
Service on other projects or for additions to this Project outside the scope of the Work without the specific written
consent of the Owner, Architect and the Architect's consultants.
§ 1.6 Transmission of Data In Dlgltal Forrn
If the parties intend to transmit Instruments of Service or any other information or documentafion in digital form, they
shall endeavor to establish necessary protocols governing such transmissions, unless otherwise atready provided in the
Agreement or the Contract Documents.
ARTICLE 2 OWNER
§ 2,1 General
§ 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract
Documents as if singular in number. The Owner shall designate in writing a representative who shall have express
authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as
otherwise provided in Article 4, the Construction Manager and the Architect do not have such authority. The term
"Owner" means the Owner or the Owner's authorized representative.
§ 2.1.2 The Owner shall famish to the Contractor within fifteen days after receipt of a written request, information
necessazy and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such
information shall include a correct statement of the record legal title to the property on which the Project is located,
usually referred to as the site, and the Owner's interest therein.
§ 2.21nfomtatlon and Services Required of the Owner
§ 2.2.1 Prior to commencement of the Work, the Contractor may request in writing that the Owner provide reasonable
evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract.
Thereafter, the Contractor may only request such evidence if (1) the Owner fails to make payments to the Contractor
as the Contract Documents require; (2) a change in the Work materially changes the Contract Sum; or (3) the
Contractor identifies in writing a reasonable concern regazding the Owner's ability to make payment when due. The
Owner shall furnish such evidence as a condition precedent to commencement or wntinuation ofthe Work or the
AIA Document A202TM - 2009 (formerly A207 TMCMa - 79821. Copyright 01892 end 2008 by The American Inatltute of Arohitecta. All rights roservetl.
IOIt. WARNING: This AIAe Document la proGCfed by U.a. Copyright Law and Intamatlonal 7roatlss. Unauthorized roproducUon or dletrtbutlon of this AIA° 12
Document, or any portion or It, may rosua In severe civil and criminal penalties, and will bs prosecuted to the maximums#snt possible under the law.
/ Thia documenlwes produced by AIA software at 73:02:23 on 02/15/2012 under Order No.580742aB00 1 which e~yiros on 07/17/2013, end is not for resale.
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portion of the Work affected by a material change. After the Owner fiunishes the evidence, the Owner shall not
materially vary such financial arrangements without prior notice to the Contractor.
§ 2.2.2 Except for permits and fees that aze the responsibility of the Contractor under the Contract Documents,
including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements,
assessments and charges required for construction, use or occupancy of permanent structures or for permanent
changes in existing facilities. Unless otherwise provided under the Contract Documents, the Owner, through the
Construction Manager, shall secure and pay for the building permit.
§ 2.2.3 The Owner shall furnish surveys describing physical chazacteristics, legal ]hnitations and utility locations for
the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of
information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the
Work.
§ 2.2.4 The Owner shall furnish information or services requrred of the Owner by the Contract Documents with
reasonable promptness. The Owner shall also famish any other information or services under the Owner's control and
relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's
written request for such information or services.
§ 2.2.5 Unless otherwise provided in the Contract Documents, the Owner shall famish to the Contractor one copy of
the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2.
§ 2.2.6 The Owner shall endeavor to forward all communications to the Contractor through the Construction Manager
and shall contemporaneously provide the same communications to the Architect about matters azising out of or
relating to the Contract Documents.
§ 2.30wner's Right to Stop the Work
If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as
required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner
may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has
been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner
to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by
Section 6.1.3.
§2.40wnel's Right to Carry Out the Work
If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails
within elan-day period after receipt of written notice from the Owner to commence and continue correction of such
default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may
have, correct such deficiencies. h7 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 Construction Manager's and Architect's and their respective consultants' addifional services
made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor
are both subject to prior approval of the Architect, after consultation with the Construction Manager. If payments then
or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the
Owner.
ARTICLE 3 CONTRACTOR
§ 3.1 General
§ 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the
Contract Documents as if singular in number. The Contractor shall be lawfully licensed, ifrequired in the jurisdiction
where the Project is located. The Contractor shall designate in writing a representative who shall have express
authority to bind the Contractor with respect to all matters under this Contract. The term "Contractor" means the
Contractor or the Contractor's authorized representative.
§ 3.1.2 The plural term "Multiple Prime Contractors" refers to persons or entities who perform construction under
contracts with the Owner that are administered by the Construction Manager. The term does not include the Owner's
own forces, including persons or entities under separate contracts not administered by the Construction Manager.
AIA Document A232TM' - 2009 (formerly A207'"'CMe - 7992). Copyright ®1892 end 2009 by The American Institute of Architects. All rights reserved.
Inlt. WARNING: Thla AIA° Document le protected by U.e. Copyright Law and Inbrnaaonal Trestles. Unauthorizsd roproductlon or dlalributlon or thla AIA° 13
Document, or any portion o71t, may result In asvaro elvll antl erlminal penaltlea, antl will be proaeeuted to the maximum extent posalble undsrths law.
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§ 3.1.3 The Contractor shall perform the Work in accordance with the Contract Documents
§ 3.1.4 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract
Documents either by activities or duties of the Construction Manager or Architect in their administration of the
Contract, or by tesu, inspections or approvals required or performed by persons or entities other than the Contractor.
§ 3.2 Review of Contract Documents and Fleld Condltlona by Contractor
§ 3.2,1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become
generally familiaz with local wnditions under which the Work is to be performed and correlated personal observations
with requirements of the Contract Documents.
§ 3.2.2 Because the Contract Documents aze complementazy, the Contractor shall, before starting each portion of the
Work, carefully study and compare the vazious Contrail Documents relative to that portion ofthe Work, as well as the
information famished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing
conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These
obligations are for the purpose of facilitating coordination and construction by the Contractor and aze not for the
purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall
promptly report to the Construction Manager and Architect any errors, inconsistencies or omissions diswvered by or
made known to the Contractor as a request for information submitted to the Construction Manager in such form as the
Construction Manager and Architect may requee. It is recognized that the Contractor's review is made in the
Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided
in the Contract Documents.
§ 3.2.3 The Contractor is not required to ascertain that the Contract Documents aze in accordance with applicable laws,
statutes, ordinances, codes, rules and regulations, or lawfiil orders of public authorities, but the Contractor shall
promptly report to the Construction Manager and Architect any nonconformity discovered by or made known to the
Contractor as a request for information submitted to Construction Manager in such form as the Construction Manager
and Architect may require.
§ 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the
Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3,
the Contractor shall make Claims as provided in Article 15. If the Contractor fails to perform the obligations of
Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner as would have been avoided if
the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not
be liable to the Owner or Architect for damages resulting from errors, inwnsistencies or omissions in the Contract
Documents, for differences between field measurements or wnditions and the Contract Documents, or for
nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and
lawful orders ofpublic authorities.
§ 3.3 Supervision and Conatructlon Procedures
§ 3.3.1 The Contractor shall supervise and duect the Work, using the Contractor's best skill and attention. The
Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences
and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give
other specific instruction concerning these matters. If the Contract Documents give specific instructions concerning
construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety
thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods,
techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or
procedures may not be safe, the Contractor shall give timely written notice to the Owner, the Construction Manager,
and the Architect and shall not proceed with that portion of the Work without further written instmctions from the
Architect, through the Construction Manager. If the Contractor is then instructed to proceed with the required means,
methods, techniques, sequences or procedures without acceptance of changes proposed by [he Contractor, the Owner
shall be solely responsible for any loss or damage azising solely from those Owner-required means, methods,
techniques, sequences or procedures.
AIA Document A232TM - 2009 (formerly A201 TMCMa- 7992).COpyrlghl ®1992 and 2009 by The American InsOlute of Arohllects. All fights reservetl.
Init. WARNING: This AIA° Document la protected by U.a. Copyright Lawand IntemsUonsl Treatise. Unauthorized roproduetlon or dlstdbuaon o} this AIA° 14
Document, or any porilon of It, may rosuk In severs civil antl criminal penalties, and will ba prosecuted to the maalmum eatant posslbls undertha law.
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§ 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees,
Subcontractors and their agents and employees, and other persons performing portions of the Work for, or on behalf
of, the Contractor or any of its Subcentractors.
§ 3.3.3 The Contractor shall be responsible for inspection of portions of the Project already performed to determine
that such portions aze in proper wndition to receive subsequent Work.
§ 3.4 Labor and Materials
§ 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor,
materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other
facilities and services necessary for proper execution and completion ofthe Work, whether temporary or permanent
and whether or not incorporated or to be incorporated in the Work.
§ 3.4.2 Except in the case of minor changes in the Work authorized by the Architect in acwrdance with Sections
3.12.8 or 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the
Architect, in wnsultation with the Construction Manager, and in accordance with a Change Order or Constmction
Change Directive.
§ 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other
persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly
skilled in tasks assigned to them.
§ 3.5 Warranty
The Contractor warrants to the Owner, Construction Manager, and Architect that materials and equipment famished
under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The
Contractor further warrants that the Work will conform with the requirements of the Contract Documents and will be
free-from defects, except for those inherent in the quality ofthe Work the Contract Documents require or permit.
Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor's
warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the
Contractor, improper or insufficient maintenance, improper operation, or normal wear and teaz and normal usage. If
required by the Construction Manager or Architect, the Contractor shall furnish satisfactory evidence as to the kind
and quality of materials and equipment.
§ 3.6 Taxes
The Contractor shall pay sales, consumer, use and similaz taxes for the Work or portions thereof provided by the
Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or
merely scheduled to go into effect.
§ 3.7 Permits, Fees, Notices, and Compliance with Laws
§ 3.7.1 Unless otherwise provided in the Contract Documents, the Owner, through the Construction Manager, shall
secure and pay for the building permit. The Contractor shall secure and pay for other permits, fees, licenses and
inspections by government agencies necessary for proper execution and wmpletion of the Work that aze customarily
secured after execution of the Contract and legally required at the time bids are received or negotiations concluded.
§ 3.T.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes,
rules and regulations, and lawful orders of public authorities applicable to performance of the Work.
§ 3.7.3 If the Contractor performs Work knowing it to be contrazy to applicable laws, statutes, ordinances, codes, rules
and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such
Work and shall bear the costs attributable to correction.
§ 3.7.4 Concealed or Unknown Conditions. Ifthe Contractor enwunters conditions at the site that are (1) subsurface or
otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2)
unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and
generally recognized as inherent in construction activities of the chazacter provided for in the Contract Documents, the
Contractor shall promptly provide notice to the Owner, Construction Manager, and the Architect before conditions aze
disturbed and in no event later than 21 days after first observance of the conditions. The Architect and Construction
AIA Document A232TM - 2009 (formerly A207 *"'CMa -1992). Copydghl ®1992 and 2009 by The American Institute of Architects. All rights reservetl.
Init. yyARNING: Thle AIA° Document le protactetl by U.e. Copyright Law and Intematlonal Treatise. Unauthodzed roprotluctlon or dlattlhugon of this AIA° 15
Document, oreny portion or It, may result In severe civil end criminal penalties, entl will be prosecuted to the mazlmum extant possible undsrthe law.
/ This document wee produced by AIA software et 13:02:23 on 02/15/2012 under Order No.5807429900. 1 which e~irea on 07/17/2013, end Is not for rcsele.
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Manager will promptly investigate such conditions and, if the Architect, in consultation with the Construction
Manager, determines that they differ materially and cause an increase or decrease in the Contractor's vest of, or time
required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or
Contract Time, or both. Ifthe Architect, in consultation with the Construction Manager, determines that the wnditions
at the site are not materially different from those indicated in the Contract Documents and that no change in the terms
of the Contract is justified, the Architect shall promptly notify the Owner, Construction Manager, and Contractor in
writing, stating the reasons. If the Owner or Contractor disputes the Architect's determination or recommendation,
either party may proceed as provided in Article 15.
§ 3.7.5 If, in the course of the Work, the Contractor enwunters human remains or recognizes the existence of burial
markers, azchaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately
suspend any operations that would affect them and shall notify the Owner, Construction Manager, and Architect.
Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization
required to resume the operafions. The Contractor shall continue to suspend such operations until otherwise instructed
by the Owner but shall contnue with all other operations that do not affect those remains or features. Requests for
adjustments in the Contract Sum and Contract Time azising from the existence of such remains or features may be
made as provided in Article 15.
§ 3.8 Allowances
§ 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items
covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but
the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection.
§ 3.8.2 Unless otherwise provided in the Contract Documents:
.7 Allowances shall weer the cost to the Contractor of materials and equipment delivered at the site and
all required taxes, less applicable trade discounts;
.2 Contractor's vests for unloading and handling at the site, labor, installation costs, overhead, profit and
other expenses wntemplated for stated allowance amounts shall be included in the Contract Sum but
not in the allowances; and
.3 Whenever vests aze more than or less than allowances, the Contract Sum shall be adjusted accordingly
by Change Order. The amount of the Change Order shall reflect (1) the difference between actual vests
and the allowances under Section 3.8.2.1 and (2) changes in Contractor's costs under Section 3.8.2.2.
§ 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness.
§ 3.9 Superintendent
§ 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at
the Project site during performance of the Work. The superintendent shall represent the Contractor, and
communications given to the superintendent shall be as binding as if given to the Contractor.
§ 3.9.2 The Contractor, as soon as practicable after award of the Contract, shall famish in writing to the Owner and
Architect through the Construction Manager, the name and qualifications of a proposed superintendent. The
Construction Manager may reply within 14 days to the Contractor in writing stating (1) whether the Owner, the
Construction Manager, or the Architect has reasonable objection to the proposed superintendent or (2) that any of
them require additional time to review. Failure of the Construction Manager to reply within the 14 day period shall
wnstitute notice ofno reasonable abjection.
§ 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner, Construction Manager or
Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the
Owner's wnsent, which shall not unreasonably be withheld or delayed.
§ 3.10 Contractor's Construction Schedules
§ 3.10.7 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and
Architect's information and the Constuction Manager's approval a Contractor's construction schedule for the Work.
The schedule shall not exceed time limits current undaz the Contract Dowments, shall be revised at appropriate
intervals as required by the wnditions of the Work and Project, shall be related to the entire Project schedule to the
extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work.
AIA Document A232'"'-2009 (formerly A207'"'CMa-1992). Copyright ®1992 end 2009 by The Amedcan InsOtute or Architects. All rlghta reaervetl.
Init. WARNING: Thla AIAa Document Is protected by U.S. Copydeht Law antl Intemadonel Treatlaa. Unauthodzetl reproduction or dlatdbutlon or thla AIA° .(s
Document, ar any portion of It, may Haul[ In aevero civil and criminal penalnas, and will be proeecutetl to the maximum extent poaalhla under the law.
) This document wesproctuced by AIA software at 13:02:23 on 02/15/2012 under Order No.5907428900_7 which e~lres on 01/17/2013, end is not far resale.
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The Contractor shall cooperate with the Construction Manager in scheduling and performing the Contractor's Work to
avoid conflict with, and as to cause no delay in, the work or activities of other Multiple Prime Contractors or the
construction or operations of the Owner's own forces.
§ 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter
update it as necessary to maintain a curent submittal schedule, and shall submit the schedule(s) for the Construction
Manager's and Architect's approval. The Architect and Construction Manager's approval shall not unreasonably be
delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's construction schedule, and
(2) allow the Constmcion Manager and Architect reasonable time to review submittals. If the Contractor fails to
submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of
Contract Time based on the time required for review of submittals.
§ 3.10.3 The Contractor shall participate with other Contractors, the Construction Manager and Owner in reviewing
and coordinating all schedules for incorporation into the Project schedule that is prepared by the Construction
Manager. The Contractor shall make revisions to the construction schedule and submittal schedule as deemed
necessazy by the Construction Manager to conform to the Project schedule.
§ 3.10.4 The Contractor shall perform the Work in general acoordance with the most recent schedules submitted to the
Owner, Construction Manager and Architect and incorporated into the approved Project schedule.
§ 3.11 Documents and Samples at the Site
The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change
Orders and other Modifications, in good order and marked currently to indicate field changes and selections made
during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required
submittals. These documents shall be available to the Architect and delivered to the Construction Manager for
submittal to the Owner upon completion of the Work as a record of the Work as constructed.
§ 3.12 Shap Drawings, Product Data and Samples
§ 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the
Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of
the Work.
§ 3.12.2 Product Data aze illustrations, standard schedules, performance charts, instructions, brochures, diagrams and
other information famished by the Contractor to illustrate materials or equipment for some portion ofthe Work.
§ 3.12.3 Samples are physical examples that illustrate materials, equipment or workmanship and establish standards
by which the Work will be judged.
§ 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. Their purpose is
to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept
expressed in the Contract Documents for those portions of the Work for which the Contract Documents requve
submittals. Review by the Architect and Construction Manager is subject to the limitations of Sections 4.2.9 through
4.2.11. Infotmafional submittals upon which the Construction Manager and Architect are not expected to take
responsive action may be so identified in the Contract Documents. Submittals that aze not required by the Contract
Documents may be returned by the Construction Manager or Architect without action.
§ 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the
Construction Manager Shop Drawings, Product Data, Samples and similar submittals required by the Contract
Documents in accordance with the Project submittal schedule approved by the Construction Manager and Architect, or
in the absence of an approved Project submittal schedule, with reasonable promptness and in such sequence as to cause
no delay in the Work or in the activities of other Multiple Prime Contractors or the Owner's own forces. The
Contractor shall cooperate with the Construction Manager in the coordination of the Contractor's Shop Drawings,
Product Data, Samples and similar submittals with related documents submitted by other Multiple Prime Contractors.
§ 3.12.6 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the
Owner, Construction Manager, and Architect, that the Contractor has (1) reviewed and approved them, (2) determined
and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked
AIA Document A232*"' - 2009 (formerly A201 TMCMa - 7882). Copyri0ht 01882 end 2008 by The American InaBlute o! Architects. All dghte reserved.
Init. WARNING: This AIA° Document N proteetetl by U.S. Copydght Lew and Intemetlonal Trestles. Unauthorized reproduetlon or dletdbutlon or this AIA° 1 ~
Document, oreny poRlon of It, may rosua In severe civil end erlminal penalties, and will be Dreseeuted to the maximum ertent possible underthe law.
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and coordinated the information contained within such submittals with the requirements of the Work and of the
Contract Documents.
§ 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents requ've submittal and
review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been
reviewed and approved by the Architect.
§ 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall 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
Construction Manager and Architect in writing of such deviation at the time of submittal and (1) the Architect has
given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction
Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for
errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval
thereof.
§ 3.12,9 The Contractor shall duect specific attention, in writing or on resubmitted Shop Drawings, Product Data,
Samples or similar submittals, to revisions other than those requested by the Construction Manager and Architect on
previous submittals. fn the absence of such written notice, the Architect's approval of a resubmission shall not apply to
such revisions.
§ 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of
architecture or engineering unless such services are specifically required by the Contract Documents for a portion of
the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities
for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to
provide professional services in violation of applicable law. If professional design services or certifications by a
design professional related to systems, materials or equipment are specifically required of the Contractor by the
Contract Documents, the Owner and the Architect will specify aU performance and design criteria that such services
must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design
professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop
Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work
designed or certified by such professional, if prepazed by others, shall bear such professional's written approval when
submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy, accuracy and
completeness of the services, certifications and approvals performed or provided by such design professionals,
provided the Owner and Architect have specified to the Contractor all performance and design criteria that such
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 information given and the design
concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the
performance and design criteria specified in the Contract Documents.
§ 3.13 Use of Site
§ 3.13.1 The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances,
codes, rules and regulations, and lawful orders of public authorities and the Contrail Documents and shall not
unreasonably encumber the site with materials or equipment.
§ 3.13.2 The Contractor shall coordinate the Contractor's operations with, and secure the approval of, the Constmction
Manager before using any portion of the site.
§ 3.14 Cutting and Patching
§ 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make
its pazts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing
prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents.
§ 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed
construction of the Owner's own forces or of other Multiple Prime Contractors by cutting, patching, or otherwise
altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the
Owner's own forces or by other Multiple Prime Contractors except with written consent of the Construction Manager,
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IDIt. WARNING: This AIA° Document Is proteetatl by U.S. Copyd9ht Lew end Internetlonel Treatise. Unauthodzetl reprotluotlon or tllstdbutlon Of this AIA° 18
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Owner and such other Multiple Prime Contractors; such consent shall not be unreasonably withheld. The Contractor
shall not unreasonably withhold from the other Multiple Prime Contractors or the Owner the Contractor's consent to
cutting or otherwise altering the Work.
§ 3.15 Cleaning Up
§ 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or
rubbish caused by operations under the Contract. At completion of the Work the Contractor shall remove waste
materials, rubbish, the Contractor's tools, wnstruction equipment, machinery and surplus materials from and about
the Project.
§ 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner, or Construction
Manager with the Owner's approval, may do so and the Owner shall be entitled to reimbursement from the Contractor.
§ 3.16 Access to Work
The Contractor shall provide the Owner, Construction Manager and Architect access to the Work in preparation and
progress wherever located.
§ 3.17,Royaltles, Patents and Copyrights
The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of
copyrights and patent rights and shall hold the Owner, Construction Manager and Architect harmless from loss on
account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a
particulaz manufacturer or manufacturers is required by the Contract Documents or where the copyright violations are
contained in Drawings, Specifications or other documents prepared by the Owner, Architect, or Construction
Manager. However, if the Contractor has reason to believe that the required design, process or product is an
infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is
promptly fiunished to the Architect through the Construction Manager.
§ 3.181ndemnification
§ 3.18.1 To the fullest extent permitted bylaw, the Contractor shall indemnify and hold harmless the Owner,
Construction Manager, Architect, Construction Manager's and Architect's consultants, and agents and employees of
any of them from and against claims, damages, losses and expenses, including butnot limited to attorneys' fees,
arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is
attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than
the Work itself) but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor,
anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or
not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not
be construed to negate, abridge or reduce other rights or obligations of indemnity that would otherwise exist as to a
party or person described in this Section 3.18.
§ 3.18.2 in claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor,
a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they maybe liable, the
indemnification obligation under Section 3.18 shall not be limited by a limitation on amount or type of damages,
compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts,
disability benefit acts or other employee benefit acts.
ARTICLE 4 ARCHITECT AND CONSTRUCTION MANAGER
§ 4.1 General
§ 4.1.1 The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing
architecture in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the
Agreement and is referred to throughout the Contract Documents as if singular in number.
§ 4.1.2 The Owner shall retain a construction manager lawfully licensed to practice construction management or an
entity lawfully practicing construction management in the jurisdiction where the Project is located. That person or
entity is identified as the Construction Manager in the Agreement and is referred to throughout the Contract
Documents as if singular in number.
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§ 4.1.3 Duties, responsibilities and limitations of authority of the Construction Manager and Architect as set forth in
the Contract Documents shall not be restricted, modified or extended without written consent of the Owner,
Construction Manager, Architect and Contractor. Consent shall not be unreasonably withheld.
§ 4.1.41fthe employment ofthe Construction Manager or Architect is terminated, the Owner shall employ a successor
construction manager or azchitect as to whom the Contractor has no reasonable objection and whose status under the
Contract Documents shall be that of the Cons[mction Manager or Architect, respectively.
§ 4.2 Administration of the Contract
§ 4.2.1 The Constmction Manager and Architect will provide administration of the Contract as described in the
Contract Documents and will be the Owner's representatives during constmcion until the date the Architect issues the
final Certificate for Payment. The Construction Manager and Architect will have authority to act on behalf of the
Owner only to the extent provided in the Contract Documents.
§ 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with
the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to
determine in general if the Work observed is being performed in a manner indicating that the Work, when fially
completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make
exhaustive or continuous on-site inspections to check the quality or quantity ofthe Work. On the basis of the site visits,
the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work
completed, and report to the Owner and Construction Manager (1) known deviations from the Contract Documents
and from the most recent Project schedule prepared by the Construction Manager, and (2) defects and deficiencies
observed in the Work.
§ 4.2.3 The Construction Manager shall provide a staffing plan to include one or more representatives who shall be in
attendance at the Project site whenever the Work is being performed. The Constmction Manager will determine in
general if the Work observed is being performed in accordance with the Contract Documents, wi Il keep the Owner
reasonably informed of the progress of the Work, and will report to the Owner and Architect (1) known deviations
from the Contract Documents and the most recent Project schedule, and (2) defects and deficiencies observed in the
Work.
§ 4.2.4 The Construction Manager will schedule and ceordinate the activities of the Contractor and other Multple
Prime Contractors in accordance with the latest approved Project schedule.
§ 4.2.5 The Construction Manager, except to the extent required by Section 4.2.4, and Architect will not have control
over, or charge of, construction means, methods, techniques, sequences or procedures, or for the safety precautions
and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the
Contract Documents, except as provided in Section 3.3.1, and neither will be responsible for the Contractor's failure to
perform the Work in accordance with the requirements of the Contract Documents. Neither the Construction Manager
nor the Architect will have control over or chazge of or be responsible for acts or omissions ofthe Contractor,
Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work.
§ 4.2.6 Communlcatons Facilitating Contract Administration. Except as otherwise provided in the Contract Documents
or when direct communications have been specially authorized, the Owner and Contractor shall endeavor to
communicate with each other through the Construction Manager, and shall contemporaneously provide the same
communications to the Architect about matters arising out of or relating to the Contract Documents. Communications
by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors
and material suppliers shall be through the Contractor. Communications by and with other Multiple Prime Contractors
shall be through the Construction Manager and shall be wntemporaneously provided to the Architect if those
communications aze about matters arising out of or related to the Contract Documents. Communications by and with
the Owner's own forces shall be through the Owner.
§ 4.2.7 The Construction Manager and Architect will review and certify all Applications for Payment by the
Contractor, in accordance with the provisions of Article 9.
§ 4.2.8 The Architect and Constmction Manager have authority to reject Work that does not conform to the Contract
Documents and will notify each other about the rejection. The Construction Manager shall determine in general
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whether the Work of the Contractor is being performed in accordance with the requirements of the Contract
Documents and notify the Owner, Contractor and Architect of defects and deficiencies in the Work. Whenever the
Construction Manager considers it necessary or advisable, the Construction Manager will have authority to require
additional inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, upon written authorization
of the Owner, whether or not such Work is fabricated, installed or completed. The foregoing authority of the
Construction Manager will be subject to the provisions of Sections 4.2.18 through 4.2.20 inclusive, with respect to
interpretations and decisions of the Architect. However, neither the Architect's nor the Construction Manager's
authority to act under this Section 4.2.8 nor a decision made by either of them in good faith either to exercise or not to
exercise such authority shall give rise to a duty or responsibility of the Architect or the Construction Manager to the
Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons performing
any of the Work.
§ 4.2.9 The Construction Manager will receive and promptly review for conformance with the submittal requirements
of the Contract Documents, all submittals from the Contractor such as Shop Drawings, Product Data and Samples.
Where there are Multiple Prime Contractors, the Constmction Manager will also check and coordinate the information
contained within each submittal received from Contractor and other Multiple Prime Contractors, and transmit to the
Architect those rewmmended for approval. By submitting Shop Drawings, Product Data, Samples and similaz
submittals, the Construction Manager represents to the Owner and Architect that the Construction Manager has
reviewed and recommended them for approval. The Construction Manager's actions will betaken in accordance with
the Project submittal schedule approved by the Architect or, in the absence of an approved Project submittal schedule,
with reasonable promptness while allowing sufficient time to permit adequate review by the Architect.
§ 4.2.10 The Architect will review and approve or take other appropriate action upon the Contractor's submittals such
as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with
information given and the design concept expressed in the Contract Documents. The Architect's action will betaken
in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal
schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to
permit adequate review. Upon the Architect's wmpleted review, the Architect shall transmit its submittal review to
the Construction Manager.
§ 4.2.11 Review of the Contractor's submittals by the Construction Manager and Architect is not conducted for the
purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for
substantiating instructions for installation or performance of equipment or systems, all of which remain the
responsibility of the Contractor as required by the Contract Documents. The Construction Manager and Architect's
review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and
3.12. The Construction Manager and Architect's review shall not constitute approval of safety precautions or, unless
otherwise specifically stated by the Construction Manager and Architect, of any construction means, methods,
techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an
assembly of which the item is a component.
§ 4.2.12 The Construction Manager will prepare Change Orders and Construction Change Directives.
§ 4.2.13 The Construction Manager and the Architect will take appropriate action on Change Orders or Construction
Change Directives in accordance with Article 7. and the Architect will have authority to order minor changes in the
Work as provided in Section 7.4. The Architect, in consultation with the Construction Manager, will investigate and
make determinations and recommendations regarding concealed and unknown wnditions as provided in Section
3.7.4.
§ 4.2.14 Utilizing the documents provided by the Contractor, the Construction Manager will maintain at the site for the
Owner one wpy of all Contract Documents, approved Shop Drawings, Product Data, Samples and similaz required
submittals, in good order and marked currently to record all changes and selections made during construction. These
will be available to the Architect and the Contractor, and will be delivered to the Owner upon completion of the
Project.
§ 4.2.15 The Construction Manager will assist the Architect in conducting inspections to determine the dates of
Substantial Completion and the date of final completion; issue Certificates of Substantial Completion in cenjunction
with the Architect pursuant to Section 9.8; and receive and forward to the Owner written warranties and related
AIA Document A232TM- 2009 (formerly A201 *aCMe-1892). Copyri®ht m 1892 end 2009 by The American IneOtute of Archilecla. All dghb reaervsd.
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documents required by the Contract and assembled by the Contractor pursuant to Section 9.10. The Construction
Manager will forward to the Architect a final Application and Certificate for Payment or final Project Application and
Project Certificate for Payment upon the Contractor's compliance with the requirements of the Contract Documents.
§ 4.2.16 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in
carrying out the Architect's responsibilities at the site. The duties, responsibilities and linutations of authority of such
project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents.
§ 4.2.17 The Architect will interpret and decide matters concerning performance under, and requirements of the
Contract Documents on written request of the Construction Manager, Owner or Contractor though the Construction
Manager. The Architect's response to such requests will be made in writing within any time limits agreed upon or
otherwise with reasonable promptness.
§ 4.2.18 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable
from the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and
decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show
partiality to either and will not be liable for results of interpretations or decisions so rendered in good faith.
§ 4.2.19 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent
expressed in the Contract Documents.
§ 4.2.20 The Construction Manager will receive and review requests for information from the Contractor, and forward
each request for information to the Architect, with the Construction Manager's recommendation. The Architect will
review and respond in writing to the Construction Manager to requests for information about the Contract Documents.
The ConsUuction Manager's recommendation and the Architect's response to each request will be made in writing
within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare
and issue supplemental Drawings and Specifications in response to the requests for information.
ARTICLE 5 SUBCONTRACTORS
§ 5.1 Deflnltlons
§ 5.1.1 A Subwntractor is a person or entity who has a direct contract with the Contractor to perform a portion of the
Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number
and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not
include other Multiple Prime Contractors or subwntractors of other Multiple Prime Contractors.
§ 5.1.2 ASub-subcontractor is a person or entity who has a direct or indirect contract with a Subwntractor 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 aSub-subcontractor or an authorized representative of the Sub-subcontractor.
§ 5.2 Award of Subcontracts and Other Contracts for Portions of the Work
§ 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as
practicable after awazd of the Contract, shall furnish in writing to the Construction Manager for review by the Owner,
Construction Manager and Architect the names of persons or entities (including those who are to famish materials or
equipment fabricated to a special design) proposed for each principal portion of the Work. The Construction Manager
may reply within 14 days to the Contractor in writing stating (1) whether the Owner, the Construction Manager or the
Architect has reasonable objection to any such proposed person or entity or, (2) that the Construction Manager,
Architect or Owner requires additional time for review. Failure of the Construction Manager, Owner, or Architect to
reply within the 14-day period shall constitute notice of no reasonable objection.
§ 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner, Construction Manager
or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to
whom the Contractor has made reasonable objection.
§ 5.2.3If the Owner, Construction Manager or Architect has reasonable objection to a person or entity proposed by the
Contractor, the Contractor shall propose another to whom the Owner, Construction Manager or Architect has no
reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the
Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change,
AIA Document A232TM - 2008 (formerly A207 TMCMa- 7992). CopyrlBhl®1992 end 2009 by The Amedcen Inetilute of Arohitecla. All rights reserved.
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and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work.
However, no increase in 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 substitute a Subcontractor, person or entity previously selected if the Owner,
Construction Manager or Architect makes reasonable objection to such substitution.
§ 5.3 Subcontractual Relations
By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor,
to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract
Documents, and to assume toward the Contractor all the obligations and responsibilities, including responsibility for
safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner,
Construction Manager and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner,
Construction Manager 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 subwntract agreement, the benefit of all rights, remedies and redress against the
Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor
shall require each Subcontractor to enter into similaz agreements with Sub-subcontractors. The Contractor shall make
available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract
Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the
Subcontractor terms and conditions of the proposed subcontract agreement that maybe at variance with the Contract
Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their
respective proposed Sub-subcontractors.
§ 5.4 Contingent Assignment of Subcontracts
§ 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that
.1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to
Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the
Subcontractor and Contractor h1 writing; and
.2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the
Contract.
When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and
obligations under the subcontract.
§ 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor's
compensation shall be equitably adjusted for increases in cost resulting from the suspension.
§ 5.4.3 Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a
successor Contractor or other entity. If the Owner assigns the subcontract to a successor Contractor or other entity, the
Owner shall nevertheless remain legally responsible for all of the successor Contractor's obligations under the
subcontract.
ARTICLE 6 CONSTRUCTION BY OWNER OR BY OTHER CONTRACTORS
§ 6.1 Owner's Right to Perform Construction with Own Forces and to Award Other Contracts
§ 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own
forces, which include persons or entities under separate contracts not administered by the Construction Manager, and
to award other contracts in connection with other portions of the Project or other construction or operations on the site
under Conditions of the Contract identical or substantially similar to these including those portions related to
insurance and waiver of subrogation. If the Contractor claims that delay or additional wst is involved because of such
action by the Owner, the Contractor shall make such Claim as provided in Article 15.
§ 6.1.2 When the Owner performs construction or operations with the Owner's own forces including persons or
entities under sepazate contrails not administered by the Construction Manager, the Owner shall provide for
coordination of such forces with the Work of the Contractor, who shall cooperate with them.
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§ 6.1.3 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations
related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations
and to have the same rights that apply to the Contractor under the Conditions of the Contract, including, without
excluding others, those stated in Article 3, this Article 6, and Articles 10, 11 and 12.
§ 6.2 Mutual Responslblllty
§ 6.2.1 The Contractor shall afford the Owner's own forces, Construction Manager and other Multiple Prime
Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of
their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required
by the Contract Documents.
§ 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the
Owner's own forces or other Multiple Rime Contractors, the Contractor shall, prior to proceeding with that portion of
the Work, promptly report to the Construction Manager and Architect apparent discrepancies or defects in such other
construction that would render it unsuitable for such proper execution and results. Failure ofthe Contractor so to report
shall constitute an acknowledgment that the Owner's own forces or other Multiple Prime Contractors' completed or
partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then
reasonably discoverable.
§ 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs, including costs that are payable to a
separate contractor or to other Multiple Rime Contractors because of the Contractor's delays, improperly timed
activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs
because of delays, improperly timed activities, damage to the Work or defective construction by the Owner's own
forces or other Multiple Rime Contractors.
§ 6.2.4 The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially
cemplcted construction or to property of the Owner, separate contractors, or other Multiple Rime Contractors as
provided in Section 10.2.5.
§ 6.2.5 The Owner and other Multiple Prime Contractors shall have the same responsibilities for cutting and patching
as aze described for the Contractor in Section 3.14.
§ 6.30wner's Right to Clean Up
If a dispute azises among the Contractor, other Multiple Prime Contractors and the Owner as to the responsibility
under their respective contracts for maintaining the premises and surrounding area free from waste materials and
rubbish, the Owner may clean up and the Construction Manager, with notice to the Architect, will allocate the cost
among those responsible.
ARTICLE 7 CHANGES IN THE WORK
§ 7.1 General
§ 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the
Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the
limitations stated in this Article 7 and elsewhere in the Contract Documents.
§ 7.1.2 A Change Order shall be based upon agreement among the Owner, Construction Manager, Architect and
Contractor; a Construction Change Directive requires agreement by the Owner, Construction Manager and Architect
and may or may not be agreed to by the Contractor; an order For a minor change in the Work may be issued by the
Architect alone.
§ 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the
Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or
order for a minor change in the Work.
§ 7.2 Change Orders
A Change Order is a written instrument prepared by the Construction Manager and signed by the Owner, Construction
Manager, Architect and Contractor, stating their agreement upon all of the following:
.1 The change in the Work;
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.2 The amount of the adjustment, if any, in the Contract Sum; and
.3 The extent of the adjustment, if any, in the Contras Time.
§ 7.3 Construction Change Directives
§ 7.3.1 A Construction Change Directive is a written order prepared by the Construction Manager and signed by the
Owner, Construction Manager and Architect, directing a change in the Work prior to agreement on adjustment, if any,
in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without
invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions,
deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly.
§ 7.3.2 A Construcfion Change Directive shall be used in the absence of total agreement on the terms of a Change
Order.
§ 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be
based on one of the following methods:
.1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to
permit evaluation;
.2 Unit prices stated in the Contract Documents or subsequently agreed upon;
.3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or
percentage fee; or
.4 As provided in Section 7.3.7.
§ 7.3.4If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally
contemplated are materially changed in a proposed Change Order or Construction Change Directive so [hat
application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or
Contractor, the applicable unit prices shall be equitably adjusted.
§ 7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the
Work involved and advise the Construction Manager and Architect of the Contractor's agreement or disagreement
with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the
Contract Sum rrr Contract Time.
§ 7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith,
including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall
be effective immediately and shall be rewrded as a Change Order.
§ 7.3.7 If the Contractor does not respond promptly or disagrees with fhe method for adjustment in the Contact Sum,
the Construction Manager shall determine the method and the adjustment on the basis of reasonable expenditures and
savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum,
an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a
reasonable amount. Lt such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as
the Constmction Manager may prescribe, an itemized accounting together with appropriate supporting data. Unless
otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the
following:
.1 Costs of labor, including social security, old age and unemployment insurance, fringe benefits required
by agreement or custom, and workers compensation insurance;
.2 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or
consumed;
.3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor
or others;
.4 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the
Work; and
.5 Additional costs of supervision and field office personnel directly amibutable to the change.
§ 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net
decrease in the Contract Sum shall be actual net cost as confirmed by the Construction Manager and Architect. When
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WARNING: 7hls AIA Document la protected by U.B. Copydght Law and Inlernatlonal 7natles. Uneuthodzsd reproducaon or tlistdbutlon of thla AIA 2$
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both additions and credits covering related Work or substitutions are involved h1 a change, the allowance for overhead
and profit shall be figured on the basis of net increase, if any, with respect to that change.
§ 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor
may request payment for Work completed under the ConsWction Change Directive in Applications for Payment. The
Construction Manager and Architect will make an interim determination for purposes of monthly certification for
payment for those costs and certify for payment the amount that the Construction Manager and Architect determine to
be reasonably justified. The interim determination of cost shall adjust the Contract Sum on the same basis as a Change
Order, subject to the right of either party to disagree and assert a Claim in accordance with Article I5.
§ 7.3.10 When the Owner and Contractor agree with a determination made by the Construction Manager and Architect
concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the
adjustments, such agreement shall be effective immediately and the Constmction Manager shall prepare a Change
Order. Change Orders maybe issued for all or any part of a Construction Change Directive.
§ 7.4 Mlnor Changes In the Work
The Architect has authority to order minor changes in the Work not involving adjustment in the Contract Sum or
extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be
effected by written order issued through the Construction Manager and shall be binding on the Owner and Contractor.
ARTICLE 8 TIME
§ 8.7 Definltlons
§ 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 Work is the date established in the Agreement.
§ 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8.
§ 8.7.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically
defined.
§ 8.2 Progress and Completion
§ 8.2.1 Time limits stated hi the Contract Documents are of the essence of the Contract. By executing the Agreement
the Contractor confirms that the Contract Time is a reasonable period for performing the Work.
§ 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely
commence operations on the site or elsewhere prior to the effective date of insurance required by Article 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.
§ 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion
within the Contract Time.
§ 8.3 Delays and Extenslona of Tlme
§ 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of
the Owner, Owner's own forces, Construction Manager, Architect, any of the other Multiple Prime Contractors or an
employee of any of them, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries,
unavoidable casualties or other causes beyond the Contractor's control; or by delay authorized by the Owner pending
mediation and arbitration, or by other causes that the Architect, based on the recommendation of the Constmction
Manager, determines may justify delay, then the Contract Time shall be extended by Change Order for such
reasonable tune as the Architect may determine.
§ 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15.
§ 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the
Contract Documents.
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ARTICLE 9 PAYMENTS AND COMPLETION
§ 9.1 Contract Sum
The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the
Owner to the Contractor for performance of the Work under the Contract Documents.
§ 9.2 Schedule Gf Values
Where the Contract is based on a Stipulated Sum or Guaranteed Maximum Price, the Contractor shall submit to the
Construction Manager, before the first Application for Payment, a schedule of values allocating the entire Contract
Sum to the vazious portions of the Work and prepazed in such form and supported by such data to substantiate its
accuracy as the Construction Manager and Architect may require. This schedule, unless objected to by the
Construction Manager or Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment.
L7 the event there is one Contractor, the Construction Manager shall forward to the Architect the Contractor's schedule
of values. If there are Multiple Prime Contractors responsible for performing different portions of the Project, the
Construction Manager shall forward the Multiple Prime Contractors' schedules of values only if requested by the
Architect.
§ 9.3 Applieatlona for Payment
§ 9.3.1 At least fifteen days before the date established for each progress payment, the Contractor shall submit to the
Construction Manager an itemized Application for Payment prepazed in acwrdance with the schedule of values, if
required under Section 9.2, for completed portions of the Work. Such application shall be notarized, if required, and
supported by such data substantiating the Contractor's right to payment as the Owner, Construction Manager or
Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect
retainage if provided for in [he Contract Documents.
§ 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in
the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the
Construction Manager and Architect, but not yet included in Change Orders.
§ 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the
Contractor does not intend to pay a Subcontractor or material supplier unless such Work has been performed by others
whom the Contractor intends to pay.
§ 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and
equipment delivered and suitably stored at the site for subsequent incorporation in the Work, If approved in advance
by the Owner, payment may similarly be made for materials and equipment suitably stored offthe 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 procedures satisfactory to the Owner to establish the Owner's title to such materials
and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage
and transportation to the site for such materials and equipment stored offthe site.
§ 9.3.3 The Contractar warrants that title to all Work wvered by an Application for Payment will pass to the Owner no
later than the time of payment. The Contractar further warrants that upon submittal of an Application for Payment all
Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to
the best of the Contractor's knowledge, information and belief, be free and cleaz of liens, claims, security interests or
encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a
claim by reason of having provided labor, materials and equipment relating to the Work.
§ 9.4 Certiflcatea for Payment
§ 9.4.1 Where there is only one Contractor, the Construction Manager will, within seven days after the Construction
Manager's receipt of the Contractor's Applicaton for Payment, review the Application, certify the amount the
Construction Manager determines is due the Contractor, and forward the Contractor's Application and Certificate for
Payment to the Architect. Within seven days after the Architect receives the Contractor's Application for Payment
from the Construction Manager, the Architect will either issue to the Owner a Certificate for Payment, with a copy to
the Construction Manager, for such amount as the Architect determines is properly due, or notify the COnStmcoon
Manager and Owner in writing of the Architect's reasons for withholding certification in whole ar in part as provided
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in Section 9.5.1. The Construction Manager will promptly forward to the Contractor the Architect's notice of
withholding certification.
§ 9.4.2 Where there are Multiple Prime Contractors performing portions of the Project, the Construction Manager
will, within seven days after the Construction Manager receives the Multiple Prime Contractors' Applications for
Payment: (I) review the Applicafions and certify the amount the Construction Manager determines is due each of the
Multiple Prime Contractors; (2) prepaze a Summary of Contractors' Applications for Payment by combining
information from each Multiple Prime Contractors' application with information from similar applications for
progress payments from other Multiple Prime Contractors; (3) prepare a Project Application and Certificate for
Payment; (4) certify the amount the Construction Manager determines is due all Multiple Prime Contractors; and (5)
forward the Summary of Contractors' Applications for Payment and Project Application and Certificate for Payment
to the Architect.
§ 9.4.3 Within seven days after the Architect receives the Project Application and Project Certificate for Payment and
the Summary of Contractors' Applications for Payment from the Construction Manager, the Architect will either issue
to the Owner a Project Certificate for Payment, with a copy to the Constmction Manager, for such amount as the
Architect determines is properly due, or notify the Construction Manager and Owner in writing of the Architect's
reasons for withholding certification in whole or in part as provided in Section 9.5.1. The Construction Manager will
promptly forward the Architect's notice of withholding certification to the Contractors.
§ 9.4.4 The Construction Manager's certification of an Application for Payment or, in the case of Multiple Prime
Contractors, a Project Application and Certificate for Payment shall be based upon the Construction Manager's
evaluation of the Work and the information provided as part of the Application for Payment. The Construction
Manager's certification will constitute a representation that, to the best of the Construction Manager's knowledge,
information and belief, the Work has progressed to the point indicated and the quality of the Work is in accordance
with the Contract Documents. The certificafion will also wnstitute a recommendation to the Architect and Owner that
the Contractor be paid the amount certified.
§ 9.4.5 The Architect's issuance of a Certificate for Payment or in the case of Multiple Prime Contractors, Project
Application and Certificate for Payment, shall be based upon the Architect's evaluation of the Work, the
recommendation ofthe Construction Manager, and information provided as part of the Application for Payment or
Project Application for Payment. The Architect's certification will constitute a representation that, to the best of the
Architect's knowledge, information and belief, the Work has progressed to the point indicated, that the quality of the
Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount
certified.
§ 9.4.6 The representations made pursuant to Sections 9.4.4 and 9.4.5 aze subject to an evaluation of the Work for
conformance with the Contract Documents upon Substanfial Completion, to results of subsequent tests and
inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific
qualifications expressed by the Construction Manager or Architect.
§ 9.4.7 The issuance of a separate Certificate for Payment or a Project Certificate for Payment will not be a
representation that the Construction Manager or Architect has (1) made exhausfive or continuous on-site inspections
to check the quality or gtranfity of the Work, (2) reviewed the Contractor's construction means, methods, techniques,
sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and
other data requested by the Owner to substantiate the Contractor's right to payment or (4) made examination to
ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum.
§ 9.5 Decisions to Withhold Certification
§ 9.5.1 The Construction Manager or Architect may withhold a Certificate for Payment or Project Certificate for
Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Construction Manager's
or Architect's opinion the representations to the Owner required by Section 9.4.4 and 9.4.5 cannot be made. If the
Construction Manager or Architect is unable to certify payment in the amount of the Application, the Construction
Manager will notify the Contractor and Owner as provided in Section 9.4.1 and 9.4.3. If the Contractor, Construction
Manager and Architect cannot agree an a revised amount, the Architect will promptly issue a Certificate for Payment
or a Project Certificate for Payment for the amount for which the Architect is able to make such representations tothe
Owner. The ConsWction Manager or Architect may also withhold a Certificate for Payment or, because of
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WARNING: Thla AIA Document A protected by U.S. Copydpht Lew and Intpmeaonal Trestles. Unauthodzed roproducaon or tlletdbutlon of thla AIA ~B
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subsequently diswvered evidence or subsequent observations, may nullify the whole or a part of a Certificate for
Payment or Project Certificate for Payment previously issued, to such extent as may be necessary in the Construction
Manager's or Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including
loss resulting from the ads and omissions described in Section 3.3.2 because of
.7 defective Work not remedied;
.2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security
acceptable to the Owner is provided by the Contractor;
.3 failure ofthe Contractor to make payments properly to Subcontractors or for labor, materials or
equipment;
.4 reasonable evidence that the Work cannct be completed for the unpaid balance of the Contract Sum;
.5 damage to the Owner or a separate contractor;
.6 reasonable evidence that the Work will not be completed within the Contract Thne, and that the unpaid
balance would not be adequate to cover actual or liquidated damages for the anficipated delay; or
.T repeated failure to carry out the Work in accordance with the Contract Documents.
§ 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts
previously withheld.
§ 9.5.3 If the Architect or Construction Manager withholds certification for payment under Section 9.5.1, the Owner
may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or material or equipment suppliers
to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably
delivered If the Owner makes payments by joint check, the Owner shall notify the Architect and the Construction
Manager and both will reflect such payment on the next Certificate for Payment.
§ 9.6 Progress Payments
§ 9.6.1 After the Architect has issued a Certificate for Payment or Project Certificate for Payment, the Owner shall
make payment in the manner and within the time provided in the Contrail Documents, and shall so notify the
Construction Manager and Architect.
§ 9.6.2 The Contractor shall pay each Subcontractor, no later than seven days after receipt of payment from the Owner
the amount to which the Subcontractor is entitled, reflecting percentages actually rctained from payments to the
Contractor on account of the Subcontractor's portion of the Work. The Contractor shall, by appropriate agcement
with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner.
§ 9.6.3 The Construction Manager will, on request, famish to a Subcontractor, if practicable, information regarding
percentages of wmpletion or amounts applied for by the Contractor and action taken thereon by the Owner,
Construction Manager and Architect on account of portions of the Work done by such Subcontractor.
§ 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid
Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted
Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact
Subcontractors to ascertain whether they have been properly paid. Neither the Owner, Constmction Manager nor
Architect shall have an obligation to pay or [o see to the payment of money to a Subcontractor except as may otherwise
be required bylaw.
§ 9.6.5 Contractor payments to material and equipment suppliers shall be treated in a manner similar to that provided
in Sections 9.6.2, 9.6.3 and 9.6.4.
§ 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the
Owner shall not constitute acceptance of Work not in accordance with the Contract Documents.
§ 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contrail Sum,
payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall beheld by
the Contractor for those Subcontractors or suppliers who performed Work or famished materials, or both, under
contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require
money to be placed in a separate account and not cemmingled with money of the Contractor, shall create any fiduciary
AIA Document A232TM-2009 (formerty A201 TMCMa-7992). Copyright ®1992 end 2009 by Tha American Institute of Architects. All rlghta reserved.
Init. WARNING: This AIA° Document Is protectetl by U.a. Copydght Law and Internatlonel Troatlas. Unauthorized reproduction or distrtbutlon of this AIA' 29
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liability or tort liability on the part of the Contractor for breach of trust or shat l entitle any person or entity to an award
of punitive damages against the Contractor for breach of the requirements of this provision.
§ 9.7 Failure of Payment
Ifthe Construction Manager and Architect do not issue a Certificate for Payment or a Project Certificate for Payment,
through no fault of the Contractor, within fourteen days after the Construction Manager's receipt of the Contractor's
Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in
the Contract Documents the amount certified by the Construction Manager and Architect or awarded by binding
dispute resolution, then the Contractor may, upon seven additional days' written notice to the Owner, Construction
Manager and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall
be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs
of shut-down, delay and start-up, plus interest as provided for in the Contract Documents.
§ 9.8 Substantial Completion
§ 9.8.1 Substantial Completion is the stage h1 the progress of the Work when the Work or designated portion thereof is
sufficiently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its
intended use.
§ 9.8.2 When the Contractor wnsiders that the Work, or a portion thereof which the Owner agrees to accept
separately, is substantially wmplete, the Contractor shall notify the Construction Manager, and the Contractor and
Construction Manager shall jointly prepare and submit to the Architect a comprehensive list of items to be completed
or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the
Contractor to complete all Work in accordance with the Contract Documents.
§ 9.8.3 Upon receipt of the list, the Architect, assisted by the Construction Manager, will make an inspection to
determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection
discloses any item, whether or not included on the list, which is not sufficiently complete in accordance with the
requirements of the Contract Documents so that the Owner can occupy or utilize the Work or designated portion
thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion,
complete or wrrect such item upon notification by the Architect. In such case, the Contractor shall then submit a
request for another inspection by the Architect, assisted by the Construction Manager, to determine Substantial
Completion.
§ 9.8.4 When the Architect, assisted by the Construction Manager, determines that the Work or designated portion
thereof is substantially complete, the Construction Manager will prepare, and the Construction Manager and Architect
shall execute a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall
establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work
and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the
Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of
the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion.
§ 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written
acceptance ofresponsibilities assigned tothem in such Certificate. Upon such acceptance and consent ofsurety, ifany,
the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall
be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents.
§ 9.9 Partial Occupancy or Use
§ 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when
such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to
by the insurer as required under Section 11.3.1.5 and authorized by public authorities having jurisdiction over the
Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided
the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments,
retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing
concerning the period for correction of the Work and commencement of warranties required by the Contras
Documents. When the Contractor considers a portion substantially wmplete, the Contractor and Construction
Manager shall jointly 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
AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ®1992 antl 2009 by The American InsStute of Architects. All rights reaervatl.
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be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of
the Architect after consultation with the Construction Manager.
§ 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Construction Manager, Contractor and
Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and
record the condition ofthe Work.
§ 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute
acceptance of Work not complying with the requirements of the Contract Documents.
§ 9.10 Final Completion and Final Payment
§ 9.10.1 Upon completion of the Work, the Contractor shall forward to the Construction Manager a written notice that
the Work is ready for final inspection and acceptance and shall also forward to the Construction Manager a final
Conuailor's Application for Payment. Upon receipt, the Construction Manager will evaluate the completion of Work
of the Contractor and then forward the notice and Applicadon, with the Construction Manager's recommendations, to
the Architect who will promptly make such inspection. When the Architect, finds the Work acceptable under the
Contract Documents and the Contract fully performed, the Construction Manager and Architect will promptly issue a
final Certificate for Payment or Project Certificate for Payment stating that to the best of their knowledge, information
and belief, and on the basis of their on-site visits and inspections, the Work has been completed in accordance with
terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted
in the final Certificate is due and payable. The Construction Manager's and Architect's final Certificate for Payment
or Project Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as
precedent to the Contractor's being entitled to final payment have been fulfilled.
§ 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to
the Architect through the Construction Manager (1) an affidavit that payrolls, bills for materials and equipment, and
other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or
encumbered (less amounts withheld by Owner) have been paid or otherwise safisfied, (2) a certificate evidencing that
insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not
be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written
statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the
period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the
Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens,
claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as maybe
designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the
Contractor may furnish a band satisfactory to the Owner to indemnify the Owner against such lien. if such lien
remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may
be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees.
§ 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault
of the Contractor or by issuance of Change Orders affecting final completion, and the Construction Manager and
Architect so confirm, the Owner shall, upon application by the Contractor and certification by the Construction
Manager and Architect, and without terminating the Contract, make payment of the balance due for that portion ofthe
Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than
retainage stipulated in the Contract Documents, and if bonds have been famished, the written consent of surety to
payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the
Contractor to the Architect through the Constrvilion Manager prior to certification of such payment. Such payment
shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of
Claims.
§ 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from
.1 liens, Claims, security interests or encumbrances arising out of the Contrail 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.
AIA Document A232TM- 2009 (formerly A207 TMCMa-1992). Copyright 01992 and 2009 by The American Ins9lule of Archltecls. All rlghta reserved.
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§ 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver
of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of
final Application for Payment.
ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY
§ 10.1 Safety Precautions and Programs
The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in
connection with the performance of the Contract. The Contractor shall submit the Contractor's safety program to the
Construction Manager far review and coordination with the safety programs of other Contractors.
The Constmction Manager's responsibilities for review and coordination of safety programs shall not extend to direct
control over or charge of the acts or omissions ofthe Contractors, Subcontractors, agents or employees of the
Contractors or Subcontractors, or any other persons performing portions of the Work and not directly employed by the
Construction Manager.
§ 10.2 Safety of Persons and Property
§ 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to
prevent damage, injury or loss to
.1 employees on the Work and other persons who may be affected thereby;
.2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site,
under care, custody or control of the Contractor or the Contractor's Subcontractors or
Sub-subcontractors;
.3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways,
structures and utilities not designated for removal, relocation or replacement in the course of
construction; and
.4 construction or operations by the Owner or other Contractors.
§ 10.2.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes,
rules and regulations and lawful orders of public authorifies bearing on safety of persons or property or their protection
from damage, injury or loss.
§ 10.2.3 The Contractor shall erect and maintain, as required by existing wnditions and performance of the Contract,
reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards,
promulgating safety regulations and notifying owners and users of adjacent sites and utilities.
§ 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are
necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under
supervision of properly qualified personnel.
§ 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property
insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2, 10.2.1.3 and 10.2.1.4
caused in whole or in part by the Contractor, aSubcontractor, aSub-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, 10.2.1.3 and 10.2.1.4, except damage or loss attributable to acts or omissions of the Owner,
Construction Manager or Architect or anyone directly or indirectly employed by any of them, or by anyone for whose
acts any of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing
obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18.
§ 10.2.8 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty
shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated
by the Contractor in writing to the Owner, Construction Manager and Architect.
§ 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or
create an unsafe condition.
§ 10.2.81njury or Damage to Person or Property
If either party suffers injury or damage to person or property because of an actor omission of the other party, or of
others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured,
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shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall
provide sufficient detail to enable the other party to investigate the matter.
§ 10.3 Hazardous Materials
§ 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents
regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the
Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to
persons resulting from a material or substance, including but not limited to, asbestos or polychlorinated biphenyl
(PCB),encotmtered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately
stop Work in the affected area and report the condition to the Owner, Construction Manager and Architect in writing.
§ 10.3.2 Upon receipt ofthe Contractor's written notice, the Owner shall obtain the services of a licensed laboratory to
verify a presence or absence of the material or substance reported by the Contractor and, in the event such material or
substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract
Documents, the Owner shall famish in writing to the Contractor, Construction Manager and Architect the names and
qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or
substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor,
the Construction Manager and the Architect will promptly reply to the Owner in writing stating whether or not any of
them has reasonable objection to the persons or entities proposed by the Owner. Ifthe Contractor, Construction
Manager or Architect has an objection to a person or enfity proposed by the Owner, the Owner shall propose another to
whom the Contractor, the Construction Manager and the Architect have no reasonable objection. When the material or
substance has been rendered harmless, Work in the affected area shall resumed upon written agreement of the Owner
and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be
increased in the amount of the Contractor's reasonable additional costs of shut-down, delay and start-up.
§ 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor,
Subcontractors, Construction Manager, Architect, their consultants, and agents and employees of any of them from
and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or
resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of
bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim,
damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of
tangible property (other than the Work itself), except to the extent that such damage, loss or expense is due to the fault
or negligence of the party seeking indemnity.
§ 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials ar substances the Contractor brings
to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible
for materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or
negligence in the use and handling of such materials or substances.
§ 10.3.5 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a
material or substance the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to
perform its obligafions under Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault
or negligence.
§ 10.3.6 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for
the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the
Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred.
§ 10.4 Emergencies
In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to
prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on
account of an emergency shall be determined as provided in Article 15 and Article Z
ARTICLE 11 INSURANCE AND BONDS
§ 11.1 Contractor's Liability Insurance
§ 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do
business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims set
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forth below which may arise out of or result from the Contractor's operations and completed operations under the
Contract and for which the Contractor maybe 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' wmpensafion, disability benefit and other similar employee benefit acts which
are applicable to the Work to be performed;
.2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the
Contractor's employees;
.3 Claims for damages because of bodily injury, siclmess or disease, or death of any person other than the
Contractor's employees;
.4 Claims for damages insured by usual personal injury liability wverage;
.5 Claims for damages, other than to the Work itself because of injury to or destruction of tangible
property, including loss of use resulting therefrom;
.6 Claims for damages because of bodily injury, death of a person or property damage arising out of
ownership, maintenance or use of a motor vehicle; and
.7 Claims for bodily injury or property damage arising out of completed operations; and
.8 Claims involving contractual liability insurance applicable to the Contractor's obligations under
Section 3.18.
§ 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the
Contract Documents or required bylaw, whichever coverage is greater. Coverages, whether written on an occurrence
or claims-made basis, shall be maintained without interruption from the date of commencement of the Work until the
date of final payment and termination of any coverage required to be maintained after final payment and, with respect
to the Contractor's wmpleted operations coverage, until the expiration of the period for correction of Work or for such
other period for maintenance of completed operations wverage as specified in the Contract Documents.
§ 11.1.3 Certificates of insurance acceptable to the Owner shall be submitted to the Construction Manager for
transmittal to the Owner with a copy to the Architect prior to commencement of the Work and thereafter upon renewal
or replacement of each required policy of insurance. These certificates and the insurance policies required by this
Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to
expire until at least 30 days' prior written notice has been given to the Owner. An additional certificate evidencing
continuation of liability coverage, including coverage for completed operations, shall be submitted with the final
Application for Payment as required by Section 9.10.2 and thereafter upon renewal or replacement of such coverage
until the expiration of the time required by Section 11.1.2. Information concerning reduction of coverage shall be
famished by the Contractor with reasonable promptness.
§ 11.1.4 The Contractor shall cause the commercial liability coverage required by the Contract Documents to include
(1) the Construction Manager, the Construction Manager's consultants, the Owner, the Architect, and the Architect's
consultants as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions
during the Contractor's operations; and (2) the Owner as an additional insured for claims caused in whole or in part by
the Contractor's negligent acts (rr omissions during the Contractor's completed operations.
§ 11.2 Owner's Liability Insurance
The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance.
§ 11.3 Properly Insurance
§ 11.3.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully
authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder's
risk "all risk" or equivalent policy form in the amount of the inifial Contract Sum, plus value of subsequent Contract
modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the
site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless
otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are
beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until no person or
entity other than the Owner has an insurable interest in the property required by this Section 11.3 to be covered,
whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and
Sub-subcontractors in the Project.
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§ 11.3.1.1 Property inswance shall be on an "all-risk" or equivalent policy form and shall include, without IimitaUon,
inswance against the perils of fire (with extended coverage) and physical loss or damage including, without
duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework,
testing and startup, temparary buildings and debris removal including demolition occasioned by enforcement of any
applicable legal requirements, and shall cover reasonable compensation for the Architect's, Conttactor's, and
Construction Manager's services and expenses required as a result of such inswed loss.
§ 11.3.1.2 Ifthe Owner does not intend to pwchase such property inswance required by the Contract and with all ofthe
coverages in the amount described above, the Owner shall so inform the Contractor in writing prior to commencement
of the Work. The Contractor may then effect inswance that will protect the interests of the Contractor, Subcontractors
and Sub-subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner.
If the Contractor is damaged by the failwe or neglect of the Owner to pwchase or maintain inswance as described
above, without so notifying the Contractor in writing, then the Owner shall bear all reasonable costs properly
attributable thereto.
§ 11.3.1.3 If the property inswance requires deductibles, the Owner shall pay costs not covered because of such
deductibles.
§ 11.3.1.4 This property inswance shall cover portions of the Work stored offthe site, and also portions of the Work h3
transit.
§ 11.3.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the inswance company or
companies providing property inswance have consented to such partial occupancy or use by endorsement or
otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the inswance company or
companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that
would cause cancellation, lapse or reduction of inswance.
§ 11.3.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery inswance
required by the Contract Docwnents or bylaw, which shall specifically cover such inswed objects dwing installafion
and until final acceptance by the Owner; this inswance shall include interests of the Owner, Construction Manager,
Contractor, Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named
insweds.
§ 11.3.3 Loas of Use Insurance. The Owner, at the Owner's option, may pwchase and maintain such inswance as will
inswe the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner
waives all rights of action against the Contractor for loss ofuse of the Owner's property, including consequential
losses due to fire ar other hazards however caused.
§ 11.3.4If the Contractor requests in writing that inswance for risks other than those described herein or other special
causes of loss be included in the property inswance policy, the Owner shall, if possible, include such inswance, and
the cost thereof shall be charged to the Contractor by appropriate Change Order.
§ 11.3.5 If dwing the Project construction period the Owner inswes properties, real or personal or both, adjoining or
adjacent to the site by property inswance under policies separate from those inswing the Project, or if after final
payment property inswance is to be provided on the completed Project through a policy or policies other than those
inswing the Project dwing the construction period, the Owner shall waive all rights in accordance with the terms of
Section 11.3.7 for damages caused by fire or other causes of loss covered by this separate property inswance. All
separate policies shall provide this waiver of subrogation by endorsement or otherwise.
§ 11.3.6 Before an exposure to loss may occw, the Owner shall file with the Contractor a copy of each policy that
includes inswance wverages required by this Section 11.3. Each policy shall contain all generally applicable
conditions, definitions, exclusions and endorsements related to this Project. Each policy shall wntain a provision that
the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days' prior
written notice has been given to the Contractor.
§ 11.3.7 Waivers of Subrogation. The Owner and Contractor waive all rights against (1) each other and any of their
subcontractors, sub-subcontractors, agents and employees each of the other, and (2) the Constmction Manager,
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Architect, Architect's consultants, separate contractors described in Arficle 6, if any, and any of their subwntractors,
sub-subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by
property insurance obtained pwsuant to this Section 11.3 or other property inswance applicable to the Work, except
such rights as the Owner and Contractor may have to the proceeds of such inswance held by the Owner as fiduciary.
The Owner or Contractor, as appropriate, shall require of the Construction Manager, Construction Manager's
consultants, Architect, Architect's consultants, Owner's separate contractors described in Article 6, if any, and the
subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where
legally required for validity, similaz waivers each in favor of other parties enumerated herein. The policies shall
provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a
person or wttity even though that person or entity would otherwise have a duty of indemnification, contractual or
otherwise, did not pay the inswance premium directly or indirectly, and whether or not the person or entity had an
inswable interest in the property damaged.
§ 11.3.8 A loss inswed under the Owner's property inswance shall be adjusted by the Owner as fiduciary and made
payable to the Owner as fiduciary for the insweds, as their interests may appeaz, subject to requirements of any
applicable mortgagee clause and of Section 11.3.10. The Contractor shall pay Subcontractors their just shares of
inswance proceeds received by the Contractor, and by appropriate agreements, written where legally required for
validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar meaner.
§ 11.3.9If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an inswed loss,
give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds
received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall
distribute in accordance with such agreement as the parties in interest may reach, or as determined in accordance with
the method of binding dispute resolution selected in the Agreement between the Owner and Contractor. If after such
loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of
damaged property shall be performed by the Contractor after notification of a Change in the Work in acwrdance with
Article 7.
§ 11.3.10 The Owner as fiduciary shall have power to adjust and settle a loss with inswers unless one of the parties in
interest shall object in writing within five days after occwrence of loss to the Owner's exercise of this power; if such
objection is made, the dispute shall be resolved in the manner selected by the Owner and Contractor as the method of
binding dispute resolution in the Agreement. If the Owner and Contractor have selected arbitration as the method of
binding dispute resolution, the Owner as fiduciary shall make settlement with inswers or distribution of inswance
proceeds in accordance with the direction of the azbitrators.
§ 11.4 Performance Bond and Payment Bond
§ 11.4.1 The Owner shall have the right to require the Contractor to fitrnish bonds covering faithful performance of the
Contract and payment of obligations azising thereunder as stipulated in bidding requirements or specifically required
in the Contract Documents on the date of execution of the Contract.
§ 11.4.2 Upon the request of any person or entity appeazing to be a potential beneficiary of bonds covering payment of
obligations azising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a
copy to be famished.
ARTICLE 12 UNCOVERING AND CORRECTION OF WORK
§ 12.1 Uncovering of Work
§ 12.1.1 If a portion of the Work is covered wntrary to the Construction Manager's or Architect's request or to
requirements specifically expressed in the Contract Documents, it must, ifrequested in writing by either, be uncovered
for their observation and be replaced at the Contractor's expense without change in the Contract Time.
§ 12.1.2 If a portion of the Work has been covered which the Construction Manager or Architect has not specifically
requested to observe prior to its being covered, the Construction Manager or Architect may request to see such Work
and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of
uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in
acwrdance with the Contract Documents, such costs and the cost of correction shall be at the Contractor's expense
unless the condition was caused by the Owner or one of the other Contractors in which event the Owner shall be
responsible for payment of such costs.
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Init. WARNING: This AIA° Document ie protected by U.S. Copyright Law and Inlarnatlonal Trestles. Uneuthodzed roproducaon or tllstdbullon of thle AIA° 36
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§ 72.2 Correction of Work
§ 12.2.1 Before or After Substantial Completion
The Contractor shall promptly wrrect Work rejected by the Construction Manager or Architect or failing to wnform
to the requrements of the Contract Documents, whether discovered before or after Substantial Completion and
whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing
and inspections, the cost of uncovering and replacement, and compensation for the Construction Manager's and
Architect's services and expenses made necessary thereby, shall be at the Contractor's expense.
§ 12.2.2 After Substantial Completion
§ 12.2.2.1 in addition to the Contractor's obligations under Section 3.5, if, within one year after the date of Substantial
Completion of the Work or designated portion thereof, or after the date for commencement of warranties established
under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the
Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it
promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor
a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition.
During the one-year period for wrrection of Work, if the Owner fails to notify the Contractor and give the Contractor
an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make
a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during
that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section
2.4.
§ 12.2.2.2 The one-year period shall be extended with respect to portions of Work first performed after Substantial
Completion by the period of time between Substantial Completion and the actual completion of that portion of the
Work.
§ 12.2.2.3 The 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 shall remove from the site portions of the Work that are not in acwrdance with the
requrements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner.
§ 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or
partially completed, of the Owner or separate contractors or other Multiple Prime Contractors caused by the
Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract
Documents.
§ 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to
other obligations the Contractor has under the Contract Documents. Establishment of the one-year period for
correction of Work as described in Section 12.2.2 relates only to the specific obligation ofthe Contractor to correct the
Work, and has no relationship to the time within which the obligation to wmply with the Contract Documents maybe
sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's
liability with respect to the Contractor's obligations other than specifically to correct the Work.
§ 12.3 Acceptance of Nonconforming Work
If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the
Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as
appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made.
ARTICLE 13 MISCELLANEOUS PROVISIONS
§ 13.1 Governing Law
The Contract shall be governed by the law of the place where the Project is located except that, if the parties have
selected arbitraflon as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 15.4.
§ 13.2 Successors and Assigns
§ 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal
representatives to covenants, agreements and obligations contained in the Contract Documents. Except as provided in
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Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other.
If either party attempts to make such an assignment without such wnsent, that party shall nevertheless remain legally
responsible for all obligations under the Contract.
§ 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender providing construction
financing for the Project, ifthe lender assumes the Owner's rights and obligations under the Contract Documents. The
Contractor shall execute all wnsents reasonably required to facilitate such assignment.
§ 13.3 Written Notice
Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the
firm or entity or to an officer of the corporation for which it was intended; or if delivered at or sent by registered or
certified mail or by courier service providing proof of delivery to, the last business address known to the party giving
notice.
§ 13.4 Rlghta and Remedies
§ 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder
shall be in addition to andnot 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, Construction Manager, Architect or Contractor shall constitute a
waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of
or acquiescence in a breach thereunder, except as maybe specifically agreed in writing.
§ 13.5 Testa and Inspections
§ 13.5.1 Tests, inspections and approvals of portions of the Work shall be made as requved by the Contract
Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public
authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and
approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public
authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the
Construction Manager and Architect timely notice of when and where tests and inspections are to be made so that the
Construction Manager and Architect may be present for such procedures. The Owner shall bear costs of (1) tests,
inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and
(2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from
delegating their cost to the Contractor.
§ 13.5.2Ifthe Construction Manager, Architect, Owner or public authorities having jurisdiction determine that
portions of the Work require additional testng, inspection or approval not included under Section 13.5.1, the
Construction Manager and 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 Construction Manager and Architect of when and where tests and inspections
are to be made so that the Construcfion Manager and Architect may be present far such procedures. Such costs except
as provided in Section 13.5.3, shall be at the Owner's expense.
§ 13.5.3If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the
portions ofthe Work to comply with requirements established by the Contract Documents, all costs made necessary by
such failure including those of repeated procedures and compensation for the Construction Manager's and Architect's
services and expenses shall be at the Contractor's expense.
§ 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract
Documents, be secured by the Contractor and promptly delivered to the Construction Manager for transmittal to the
Architect.
§ 13.5.5If the Constmction Manager or Architect is to observe tests, inspections or approvals required by the Contract
Documents, the Construction Manager or Architect will do so promptly and, where practicable, at the normal place of
testing.
AIA Document A232TM-2009 (formerly A201 TMCMa-1992). Copyright®1992 end 2009 by The American Institute of Arohitects. All rlghG reservatl.
Init. WARNING: This AIA° Document Is proteetstl by U.S. Copyright Law entl Internenonel Trestles. Uneuthortzetl reprotluctlan or tllslrthutlon of this AIA° 39
Document, orany portion of lt, may roeuh In aevaro civil entl criminal panaitles, and will be proascutetl to the maximum extant possible under the law.
/ This document wee produced by AIA softwerc e113:02:23 on 0 2/1 512 01 2 under Order No.590742BB00 1 which e~rylres on 01/17/2013, end Is not far resale.
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§ 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid
unreasonable delay in the Work.
§ 13.61nterest
Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate
as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the
place where the Project is located.
§ 13.7 Time Limits on Claims
The Owner and the Contractor shall commence all claims and causes of action, whether in wntract, tort, breach of
warranty or otherwise, against the other arising out of or related to the Contract in accordance with the requirements of
the final dispute resolution method selected in the Agreement within the time period specified by applicable law, but in
any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and the Contractor
waive all claims and causes of action not commenced in accordance with this Section 13.7.
ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT
§ 14.1 Termination by the Contractor
§ 14.1.1 The Contractor may terminate the Contract ifthe Work is stopped for a period of 30 consecutive days through
no actor fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other
persons or entities performing portions of the Work under direct or indirect wntract with the Contractor, for any ofthe
following reasons:
.1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be
stopped;
.2 An act of government, such as a declaration of national emergency that requires all Work to be stopped;
.3 Because the Construction Manager has not certified or the Architect has not issued a Certificate for
Payment and has not notified the Contractor of the reason for withholding certification as provided in
Section 9.4, or because the Owner has not made payment on a Certificate for Payment within the time
stated h1 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 ad or fault of the Contractor or a Subcontractor,
Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under
duect or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the
Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of days
scheduled for completion, or 120 days in any 365-day period, whichever is less.
§ 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days'
written notice to the Owner, Construction Manager and Architect, terminate the Contract and recover from the Owner
payment for Work executed including reasonable overhead and profit, costs incurred by reason of such termination,
and damages.
§ 14.1.41E the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a
Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with
the Contractor because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract
Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional
days' written notice to the Owner, Construction Manager and Architect, terminate 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 terminate the Contract if the Contractor
.1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials;
.2 fails to make payment to Subwntractors for materials or labor in accordance with the respective
agreements between the Contractor and the Subcentractors;
.3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful
orders of a public authority; or
.4 otherwise is guilty of substantial breach of a provision of the Contract Documents.
AIA Document A232"" - 2009 (fomnerly A201 T"CMa-1992). Capyrlghl®1992 and 2009 by The Amedcan Institute of Architects. All Aghta reserved.
Init. WARNING: This AIAe Document Is protsetetl 6y U.a. Copydght Law antl Intsmatlonel Treatlas. Unaulhorizetl reprotlueUon or dletrlbunon of this AIAs 39
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§ 14.2.2 When any of the above reasons exist, the Owner, after consultation with the Construction Manager, and upon
certification by the Initial Decision Maker that sufficient cause exists to justify such action, may without prejudice to
any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven
days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety:
.1 Exclude the Contractor from the site and take possession 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 written request
of the Contractor, the Owner shall famish to the Contractor a detailed accounting of the costs incurred
by the Owner in finishing the Work.
§ 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall
not be entitled to receive further payment until the Work is finished.
§ 14.2.4Ifthe unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for
the Construction Manager's and Architect's services and expenses made necessary thereby, and other damages
incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and
damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the
Contractor or Owner, as the case maybe, shall, upon application, be certified by the Initial Decision Maker after
consultation with the Construction Manager, and this obligafion for payment shall survive termination of the Contract.
§ 14.3 Suspension by the Owner for Convenience
§ 74.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in
whole or in part for such period of time as the Owner may determine.
§ 14.3.2 The Contract Sum and the Contract Time shall be adjusted for increases in the cost and time caused by
suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit.
No adjustment shall be made to the extent:
.1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for
which the Contractor is responsible; or
.2 that an equitable adjustment is made or denied under another provision of this Contract.
§ 14.4Terminatlon by the Owner for Convenience
§ 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause.
§ 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the
Contractor shall
.1 cease operations as directed by the Owner h1 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 existing subcontracts and purchase orders and enter into no further subcontracts and
purchase orders.
§ 14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment
for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the
Work not executed.
ARTICLE 15 CLAIMS AND DISPUTES
§ 15.1 Claims
§ 15.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of
money, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and
matters in question between the Owner and Contractor arising out of or relating to the Contract The responsibility to
substantiate Claims shall rest with the party making the Claim.
AIA Document A2321°' - 2009 (formerly A207 reCMa -1992). Capydght ®1992 and 2009 by Tha American InSOtute of Architects. All right reserved.
Init. WARNING: Thla AIA® Document Is protected by U.e. Copyright Law antl Intamatlonal Trestles. UnauNOdzatl reproduction or dlatdbution of this AIA° 4D
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§ 15.1.2 Notice of Clalms. Claims by either the Owner or Contractor must be initiated by written notice to the other
party and to the Initial Decision Maker with a copy sent to the Construction Manager and Architect, ifthe Construction
Manager and or Architect is not serving as the Initial Decision Maker. Claims by either party must be initiated within
21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the
condition giving rise to the Claim, whichever is later.
§ 15.1.3 Continuing Contract Performance. Pending final resolution of a Claim, except as otherwise agreed in writing
or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract
and the Owner shall continue to make payments in accordance with the Contract Documents. The Construction
Manager will prepare Change Orders and the Architect will issue a Certificate for Payment or Project Certificate for
Payment in accordance with the decisions of the Initial Decision Maker.
§ 15.1.4 Claims for Additional Cost. Ifthe Contractor wishes to make a Claim for an increase in the Contract Sum,
written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for
Claims relating to an emergency endangering life or property arising under Section 10.3.
§ 15.1.5 Claims for Additional Time
§ 15.1.5.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, written not[ce as provided
herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on
progress of the Work. In the case of a continuing delay only one Claim is necessary.
§ 15.1.5.2 If adverse weather conditions aze the basis for a Claim for additional time, such Claim shall be documented
by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably
anticipated and had an adverse effect on the scheduled constmction.
§ 15.1.6 Clalma for Consequential Damages. The Contractor and Owner waive Claims against each other for
consequential damages arising out of or relating to this Contract. This mutual waiver includes
.1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing,
business and reputation, and for loss ofmanagement 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, business and reputation, and for loss of profit except
anticipated profit arising directly from the Work.
This.mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in
accordance with Article 14. Nothing contained in this Section 15.1.6 shall be deemed to preclude an award of
liquidated damages, when applicable, in accordance with the requirements of the Contract Documents.
§ 15.21nitial Decision
§ 15.2.1 Claims, excluding those arising under Sections 10.3, 10.4, 11.3.9, and 11.3.10, shall be referred to the Inital
Decision Maker for initial decision. The Architect will serve as the Initial Decision Maker, unless otherwise indicated
in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a
condition precedent to mediation of any Claim arising prior to the date final payment is due, unless 30 days have
passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered. Unless
the Initial Decision Maker and all affected pazties agree, the Initial Decision Maker will not decide disputes between
the Contractor and persons or entities other than the Owner.
§ 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more
ofthe following actions: (1) request additional supporting data from the claimant or a response with supporting data
from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5)
advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Ltifial Decision Maker lacks
sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker wncludes that, in the Initial
Decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim.
§ 15.2.3 in evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek
information from either party or from persons with special knowledge or expertise who may assist the Initial Decision
AIA Document A232TM-2009 (formerly A201 TMCMa-1992). Copyrlpht®1992 end 2009 by The American Ins9tute of Architects. All rights reserved.
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Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such
persons at the Owner's expense.
§ 15.2.4If the Initial Decision Maker requests a party to provide a response to a Claim or to famish additional
supporting data, such party shall respond, within ten days after receipt of such request, and shall either (1) provide a
response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data
will be famished or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the
response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in
part.
§ 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that
the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the
reasons therefor; and (3) notify the parties and the Architect and Construction Manager, if the Architect or
Construction Manager is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract
Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties
fail to resolve their dispute through mediation, to binding dispute resolution.
§ 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 15.2.6.1.
§ 15.2.6.1 Either party may, within 30 days from the date of an initial decision, demand in writing that the other party
file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand
fails to file for mediation within the time required, then both pazties waive their rights to mediate or pursue binding
dispute resolution proceedings with respect to the initial decision.
§ 15.2.7 in the event of a Claim against the Contractor, 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 Owner may,
but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy.
§ 15.2.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in
accordance with applicable law to comply with the lien notice or filing deadlines.
§ 15.3 Mediation
§ 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract except those waived
as provided for in Sections 9.10.4, 9.10.5, and 15.1.6 shall be subject to mediation as a condition precedent to binding
dispute resolution.
§ 15.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree
otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry
Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing,
delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request
may be made concun•enfiy with the filing of binding dispute resolution proceedings but, in such event, mediation shall
proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of
60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an
arbitration is stayed pursuant to this Section 15.3.2, the parties may nonetheless proceed to the selection of the
arbitrator(s) and agree upon a schedule for later proceedings.
§ 15.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediaton shall
be enforceable as settlement agreements in any court havingjurisdiction thereof.
§ 15.4 Arbitration
§ 15.4.1 If the parties have selected arbitration as [he method for binding dispute resolution in the Agreement, any
Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree
otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry
Arbitration Rules in effect on the date of the Agreement. A demand For azbitration shall be made in writing, delivered
to the other party to the Contract, and filed with the person or entity administering the arbitration. The party filing a
AIA Document A232TM - 2008 (Formerly A201*"'CMe -79821. Copyright m 1882 end 2008 by The American InsBlute of Architects. All rlghte reserved.
Init. WARNING: This AIAe Document le protected by U.S. Copydeht Law and Intemaaonal Trestles. Unauthorizatl reproduction or tllatdbutlon of this AIAs 42
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notice of demand for arbitration must assert in the demand all Claims then (mown to that party on which arbitration is
permitted to be demanded.
§ 15.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the Sling of a request for
mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on
the Claim would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a
written demand for arbitration by the person or entity administering the azbitration shall constitute the institution of
legal or equitable proceedings based on the Claim.
§ 15.4.2 The award rendered by the arbitrator or azbitrators shall be final, and judgment may be entered upon it in
accordance with applicable law in any court having jurisdiction thereof.
§ 15.4.3 The foregoing agcement to arbitrate and other agcements to arbitrate with an additional person or entity duly
consented to by parties to the Ageement shall be specifically enforceable under applicable law in any court having
jurisdiction thereof.
§ 15.4.4 Conaolldation or Joinder
§ 15.4.4.1 Either party, at its sole discretion, may consolidate an azbitration wnducted under this Agreement with any
other arbitration to which it is a party provided that (1) the azbitration agcement governing the other azbitration
permits consolidation, (2) the arbitrations to be wnsolidated substantially involve common questions of law or fact,
and (3) the azbitratrons employ materially similar procedural rules and methods for selecting arbitrator(s).
§ 15.4.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a
common question of law or fact whose presence is required if wmplete relief is to be accorded in arbitration, provided
that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional
person or entiTy shall not consfitute consent to arbitration of any claim, dispute or other matter in question not
described in the written consent.
§ 15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this
Section 15.4, whether by joinder or wnsolidation, the same rights of joinder and consolidation as the Owner and
Contractor under this Ageement.
AIA Document A232*" - 2008 (formaAy A201 T"CMa - 7882). Copyright ®1982 end 2009 by The American Institute of Architects. All rights reservetl.
Init. WARNING: This AIAa Document la proGCtetl by U.a. Copyright Law and International Treaties. Unauthorized reproduction or dlaNhunon of this AIAe 43
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SUPPLEMENTARY CONDITIONS
This document supplements, modifies, changes, and adds to the GENERAL CONDITIONS OF THE
CONTRACT FOR CONSTRUCTION, Construction Manager as Advisor Edition, AIA Document A232-
2009 for the Project entitled CITY OF MERIDIAN -PARKS MAINTENANCE FACILITY. Deletions from
the General Conditions are indicated directly on the General Conditions by a line drawn through the
deleted language. The Articles and Paragraphs set forth in these Supplementary Conditions correspond
to the Articles and Paragraphs in the General Conditions. In the event that any provision of these
Supplementary Conditions is inconsistent with a provision of the General Conditions, as modified, these
Supplementary Conditions control. Where any Article, Paragraph, Subparagraph or Clause of the
General Conditions is modified or deleted by these Supplementary Conditions, the unaltered provisions of
the Article, Paragraph, Subparagraph or Clause remain in effect.
ARTICLE 1; GENERAL PROVISIONS
1.1.1 In the first sentence, insert ", as modified" after "Contractor" and after "General".
Insert the following paragraph as a second paragraph in section 1.1.1:
"The Contract Documents also include the Standard Form of Agreement between Owner and
Architect, AIA Document B132-2009, as modified, and the Standard Form of Agreement Between
Owner and Construction Manager as Advisor, AIA Document C132-2009, as modified. The
Contractor ("Contractor") acknowledges that the Contract Documents are adequate and sufficient
to provide for the completion of the Work, and include all work, whether or not shown or
described, which reasonably may be inferred to be required or useful for the completion of the
Work in accordance with all applicable laws, codes and professional standards."
1.1.2 In the second sentence: (a) following "The Contract", insert together with the
performance bond and payment bond, if any,";
(b) change "represents" to "represent"
(b) change "supersedes" to "supersede".
1.1.4.1 The entire project shall be considered as one "portion" unless separate areas or phases are
designated for separate completion times or separate areas of completion and occupancy.
This definition is for use in determining release of retainage.
1.2 Add the following Subparagraphs:
1.2.4 The "Section Includes" listing at the beginning of the specification section presents a brief
indication of the principal Work included in that Section, but does not limit Work to subject.
1.2.5 Anything mentioned in the specifications and not shown on the Drawings, or shown on the
Drawings and not mentioned in the Specifications, shall be of like effect as if shown or
mentioned in both. In case of discrepancy in the figures, in the Drawings, or in the
Specifications, the matter shall be promptly submitted to the Architect.
1.2.6 Failure to report a conflict in the Contract Documents prior to bidding shall be deemed
evidence that the Contractor has elected to proceed in the more expensive manner without
additional compensation to the contractor.
1.2.7 The Specifications have been partially "streamlined" and some words and phrases have been
intentionally omitted. Missing portions shall be supplied by inference as with notes on
drawings.
1.2.8 The words "approved", "directed", "selected" and similar words and phrases shall be
presumed to be followed by "by Architect". The words "satisfactory", "submitted", "reported"
and similar words and phrases shall be presumed to be followed by "to Architect". Words like
"install", "provide", "furnish" and "supply" shall be construed to include complete furnishing and
installing or construction.
1.2.9 Instructions, directions and requirements as specified shall be considered to be followed the
SC1
phrase "unless otherwise specified or indicated".
1.2.10 A colon (:) following a material or item shall be used in place of the words, "shall be".
1.5 Add the following:
1.5.3 Each Contractor will be furnished, free of charge, a minimum of two (2) sets of Drawings and
Project Manuals for use in construction of this Project. Additional sets will be furnished at the
request of the Contractor.
1.7 The Owner, Construction Manager, Contractor and Architect shall endeavor to promote
harmony and cooperation among each other and other persons or entities employed for the
Project. Owner, Architect, Contractor, Construction Manager, and Subcontractors and others
are a team dedicated to providing a quality Project. Each member of the team is committed to
(a) preservation and enhancement of the educational mission of the Owner, (b) employee and
public safety, (c) protection of the environment, and (d) minimizing inconvenience to the
students, faculty, staff and public. To further the team goals, each team member intends to
deal with each other in a fair, reasonable, trusting and professional manner, including but not
limited to the following:
1.7.1 Each party shall
1.7.1.1 Communicate and resolve problems within the terms of the Contract Documents.
1.7.1.2 Make decisions at the lowest possible level.
1.7.1.3 Communicate openly and honestly.
1.7.1.4 Treat each other with mutual respect, resolve personal conflicts immediately,
avoid personal attacks, and focus on the merits of the Project.
1.7.1.5 Timely notify each party of meetings.
1.7.1.6 Attend and support weekly, morning and other meetings.
1.7.1.7 Prevent grudges from interfering with professionalism and the merits of the
Project.
1.7.1.8 Admit errors, mistakes and false starts.
1.7.2 Each party shall:
1.7.2.1 In the event of any claim arising from or relating to the Contract Documents or
the breach thereof, the parties shall use their best efforts to settle the claim. To
this effect, they shall consult and negotiate with each other in good faith and,
recognizing their mutual interests, attempt to reach a just and equitable solution
satisfactory to all parties.
1.7.2.2 Notice of any claim by the Contractor, Subcontractor and/or Supplier arising from
or relating to the Contract Documents or the breach thereof must be given to the
Owner and Construction Manager through a detailed written statement within
twenty-one (21) days of the date on which the Contractor, Subcontractor or
Supplier knew or reasonably should have known of the facts constituting the
claim. The Contractor, Subcontractor or Supplier shall follow the notice
provisions in Paragraph 13.13 of these Supplementary Conditions. If notice of
claims is not given to the Owner and Construction Manager by the Contractor,
Subcontractor and/or Supplier, or any other person required to follow the
Contract Documents within this time period and in this manner the claims are
forever barred.
1.7.2.3 The Owner, Contractor, Subcontractor and/or Supplier agree to jointly engage
the service of a mediator to independently analyze and evaluate the merits of any
disputes that may arise between them under the Contract Documents and to
assist them in resolving such disputes in an amicable manner, in order to avoid
litigation or any other proceeding involving athird-party decision maker.
1.7.3 To promote the team, the performance objectives of each party are:
1.7.3.1 Preserve and enhance the educational mission of the Owner.
1.7.3.2 Complete the Project according to the highest standards of quality.
SC2
1.7.3.3 Complete the Project on time.
1.7.3.4 Complete the Project within or under budget or estimates.
1.7.3.5 Continually endeavor to reduce the cost of the Project.
1.7.3.6 Avoid and minimize delays on the Project and the critical path.
1.7.3.7 Maintain public use of the existing Owner facilities.
1.7.3.8 Promote positive public relations.
1.7.3.9 Make the work on the Project enjoyable.
1.7.3.10 Construct the Project and administer the Contract Documents so that all parties
are treated fairly.
1.7.3.11 Avoid lost time injuries.
1.7.3.12 Complete the Project without litigation or arbitration.
ARTICLE 2; OWNER
2.2.3 Delete Subparagraph 2.2.3 and replace with the follow:
The Owner has furnished some information regarding the characteristics of the Project site.
The Contractor shall confirm the location of each utility, shall excavate and dispose of each
on-site utility and cap each off-site utility as required by the Work and as may be included in
the Contract Documents. Owner does not assume any responsibility regarding any surveys,
test borings, or other investigations regarding the site, and makes no warranty or guaranty
regarding the site conditions. The Contractor shall make such site investigations as the
Contractor deems necessary, and make available to the Owner, Construction Manager and
Architect all reports of such site investigations. At the time which the Contractor enters into
the Contract Documents, the Contractor will have conducted such investigations and
interpretations as the Contractor deems necessary, and warrants that the Contract Sum is a
just and reasonable compensation for the Work, including all Work impacted by the site.
2.3.1 If, after consultation with the Architect and Construction Manager, suspension of the Work is
warranted because of unforeseen conditions which may adversely affect the quality of the
Work if the Work were continued, the Owner may suspend the Work by written notice to the
Contractor. In such event, the Contract Time shall be adjusted accordingly, and the Contract
Sum amount shall be adjusted to the extent, if any, that additional costs are incurred by
reason of the suspension. If the Contractor, in its reasonable judgment, believes that a
suspension is warranted because of unforeseen circumstances which may adversely affect
the quality of the Work if the Work were continued, the Contractor shall immediately notify the
Owner, Construction Manager and Architect of such belief.
2.5 The Owner is not obligated, required or responsible for determining whether the Work is
constructed in accordance with the Plans and Specifications in a good and workmanlike
manner and in conformity with good construction and engineering practice; that responsibility
is allocated to the Construction Manager.
ARTICLE 3; CONTRACTOR
3.1 GENERAL.
3.2.5 At the time the Contractor enters into the Contract Documents, the Contractor declares that
the Contract Documents are full and complete, are sufficient to enable the Contractor to
determine the cost of the Work, and the Drawings, Specifications and all addenda are
sufficient to enable the Contractor to construct the Work in compliance with all applicable
laws, statutes, ordinances, building codes and the Contract Documents.
3.3.4 The Contractor is responsible for timely obtaining inspections by public authorities. The
Owner reserves the right to inspect with its own forces.
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3.3.5 The Contractor is responsible for all coordination and scheduling of the Work, including
coordination and scheduling with the Construction Manager, and Architect for development of
plans and specifications and with the Construction Manager for construction. If, after the
coordination and scheduling is performed by the Contractor, the Owner, Construction
Manager, or Architect delays or disrupts the Contractor's Work, then the Contract Sum or
Contract Time shall change, including the possibility that the Contract Sum shall increase.
3.4 Add the following Subparagraphs 3.4.4 and 3.4.5 and 3.4.6;
3.4.4 The Contractor will follow and comply with all rules and regulations of the Owner and the
reasonable instructions of Owner's personnel in the conduct of the Work. The Owner reserves
the right to require removal of any worker it deems unsatisfactory for any reason. After the
Contract has been executed, the Owner and the Architect, after consultation with the
Construction Manager, will consider a formal request for the substitution of products in place
of those specified only under the following conditions:
1. Required product cannot be supplied in time for compliance with Contract time
requirements.
2. Required product is not acceptable to governing authority, or determined to be non-
compatible, or cannot be properly coordinated, warranted or insured, or has other
recognized disability as certified by Contractor.
3. Substantial advantage is offered to the Owner after deducting offsetting disadvantages
including delays, additional compensation to ArchitectlEngineer for redesign, investigation,
evaluation and other necessary services and similar considerations.
3.4.5 By making requests for substitutions based on Clause 3.4.4 above, the Contractor:
1. Represents that he has personally investigated the proposed substitute product and
determined that it is equal or superior in all respects to that specified;
2. Represents that he will provide the same warranty for the substitution that he would for that
specified;
3. Certifies that the cost data presented is complete and includes all related costs under
separate contracts, but excludes the Architect's redesign costs and waives all claims for
additional costs related to the substitution which subsequently became apparent; and
4. Will coordinate the installation of the accepted substitute, making such changes as may be
required for the Work to be complete in all respects.
3.4.6 Substitution request shall be submitted on CSI Substitution Request Form (Attachment SR1).
3.5.1 All of the Work shall be done by the Contractor, Subcontractors and Suppliers in accordance
with the Plans and Specifications in a good and workmanlike manner and in conformity with
good construction and engineering practice and free from defects in materials and
workmanship. If the Contractor receives any warranties from Subcontractors or Suppliers,
then the Contractor shall assign and deliver such warranties to the Owner.
3.5.2 Warranty period shall be 2 years from the date of substantial completion minimum or for
longer periods where specified.
3.6 Add the following:
3.6.1 The Contractor, in consideration of securing the business of erecting or constructing public
works in this state, recognizing that the business in which he is engaged is of a transitory
character and that in the pursuit thereof, his property used therein may be without the state
when taxes, excises, or license fees to which he is liable become payable, agrees:
1. To pay promptly when due all taxes, (other than on real property), excises and license fees
due to the state, its subdivisions and municipal and quasi-municipal corporations therein,
accrued or accruing during the term of this Contract, whether or not the same shall be
payable at the end of such term;
2. That if the said taxes, excises and license fees are not payable at the end of said term, but
liability for the payment thereof exists even though the same constitute liens upon his
property, to secure the same to the satisfaction of the respective officers charged with the
collection thereof; and
3. That, in the event of his default in the payment of securing of such taxes, excises and
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license fees, to consent that the department, officer, board, or taxing unit entering into this
Contract may withhold from any payment due him hereunder the estimated amount of such
accrued and accruing taxes, excises and license fees for the benefit of all taxing units to
which said contractor is liable.
3.6.2 Before entering into a Contract, the Contractor shall be authorized to do business in the state
and shall submit a properly executed CA-1, Contractor's Affidavit Concerning Taxes and WH-
5, Public Works Contract Report. Copies have been included in this package.
3.6.3 Within ten (10) days of receipt of forms from Owner, Contractor shall complete and return to
Owner, forms as required by tax collector, showing dates, names, addresses, contracting
parties, including all subcontractors and all other relevant information which may be required.
3.7.1 Delete Subparagraph 3.7.1 and substitute the following:
3.7.1.1 The Owner shall obtain and pay for all other permits, fees and connection fees required for
construction and completion of the work and required by authorities having jurisdiction. The
Contractor shall pay all fees and charges for use of public or private property for storage of
materials, etc.
3.7.2 Add the following:
3.7.2.1 All contractors shall comply with the EPA-1990 NESHAP Asbestos Regulation (40 CFR, Part
61), which requires that the following be completed before demolition and renovation projects
occur:
1. The Owner shall be responsible to verify that a complete asbestos survey has been
performed on the facility in question, before renovation or demolition operations begin.
2. The Contractor shall verify that all regulated asbestos containing materials have been
removed from the affected areas before renovation or demolition operations begin.
3. The Abatement and/or Demolition Contractor shall be responsible to submit appropriate
completed Notification of Demolition and Renovation Form to USEPA ten (10) working
days before demolition projects begin, or verify that a form was submitted prior to asbestos
removal beginning. This includes the demolition of structures that contain no
asbestos.
4. As of November 20, 1991, a NESHAP Certified Person must be on any job site where
asbestos could be disturbed.
3.7.2.2 The Contractor shall procure all certificates of inspection, use and occupancy, permits, and
licenses, pay all charges and fees, and give all notices necessary and incidental to the due
and lawful prosecution of the Work. Certificates of inspection, use and occupancy shall be
delivered to the Owner upon completion of the Work in sufficient time for occupation of the
Project. The costs of such procurement, payment and delivery shall be included within the
Contract Sum.
3.12 Add the following Subparagraphs:
3.12.11 A complete schedule of Required Submittals shall be provided to the Construction Manager
within ten (10) days after Notice of Award of the Contract.
3.12.12 Any submittal Shop Drawing, Product Data or Sample that does not bear the Contractor's
approval stamp shall be returned without review.
3.12.13 Shop Drawings, product Data, etc. shall be submitted in sufficient time to allow not less than
twenty-eight (28) working days for the Construction Manager and Architect to examine shop
drawings, etc. Liquidated Damages may apply
3.13.3 The site shall be in continual use by the Owner during the construction. The Contractor shall
coordinate with the Owner the construction so as to minimize the disruption to the Owner.
3.15.1 Add the following sentence. "Contractor shall employ all reasonable means to prevent
construction debris from littering the site or migrating off-site."
3.15.3 In absence of specific cleaning instruction, follow accepted cleaning practices or the
recommendation of the manufacturer of the material to be cleaned. The Contractor shall
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coordinate with the Construction Manager for the maintenance of streets and sidewalks
around the Project site in a clean condition. The Contractor shall coordinate with the
Construction Manager for removal of all spillage and tracking arising from the performance of
the Work from such areas, and shall establish a regular maintenance program of sweeping
and hosing to minimize accumulation of dirt and dust at the site.
3.15.4 The Contractor shall be responsible for broken glass, and at the completion of the Work shall
replace damaged or broken glass. After damaged or broken glass has been replaced, the
Contractor shall remove all labels, wash and polish both side of all glass.
3.18 INDEMNIFICATION.
3.18.1 Delete Subparagraph 3.18.1 and replace with the follow:
To the fullest extent permitted by law, the Contractor shall indemnify, defend and hold
harmless the Owner, Construction Manager, Architect, Architect's consultants, and agents and
employees of any of them, from and against claims, damages, losses and expenses,
including, but not limited to, attorneys' fees arising out of or resulting from performance of the
Work, provided that such claim, damage, loss or expense is attributable to bodily injury,
sickness, disease or death, or to injury to or destruction of tangible property (other than the
Work itself) including loss of use resulting there from, but only to the extent caused, in whole
or in part, by negligent acts or omissions of the Contractor, or Subcontractor, anyone directly
or indirectly employed by them or anyone for whose acts they may be liable, regardless of
whether or not such claim, damage, loss or expense is caused in part by a party indemnified
hereunder. Such obligation shall not be construed to negate, abridge or reduce other rights or
obligations of indemnity which would otherwise exist as to a party or person described in
Paragraph 3.18.
3.19 OPERATION AND MAINTENANCE.
3.19.1 "The Contractor shall coordinate as required to provide the information necessary for the
Construction Manager to furnish one (1) copy of reproducible "as built" plans relating to the
Work and improvements in a form and detail reasonably satisfactory to the Owner.
3.19.2 The Contractor shall coordinate as required to provide the information necessary for the
Construction Manager to provide the Owner with two (2) complete copies in loose-leaf binders
of all operating and maintenance data, all manuals, instructions and directions for all products,
materials, machinery and equipment for the Project, and shall instruct the Owner regarding the
operation of all systems, machinery and equipment.
ARTICLE 4; ARCHITECT AND CONSTRUCTION MANAGER
4.1.1.2 The Architect, with the concurrence of the Construction Manager, shall supervise and instruct
the Contractor regarding matters set forth in the Drawings and Specifications.
ARTICLE 5; SUBCONTRACTORS
5.3.1 The Contractor shall require that each major subcontractor and major supplier become a
member of the team working on the Project and ascribe to the Partnering Objectives and
agreements set forth in Paragraph 1.7. The Owner encourages the early involvement of
Subcontractors and suppliers in the Project.
5.3.2 Notwithstanding any provision of paragraph 5.3, any part of the Work performed for the
Contractor by a Subcontractor or its Sub-subcontractor shall be pursuant to a written
Subcontract between the Contractor and such Subcontractor (or the Subcontractor and its Sub-
subcontractor at any tier), which shall be prepared on a form of subcontract satisfactory to the
Owner. Each subcontract shall, where the context so requires, contain provisions that:
5.3.2.1 Require each Subcontractor to ascribe to the Partnering Objectives set forth in Paragraph 1.8.
5.3.2.2 Require that the Work be performed according to the requirements of the Contract Documents.
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5.3.2.3 Waive all rights the contracting parties may have against one another or that the subcontractor
may have against the Owner for damages caused by fire or other perils covered by the
insurance described in the Contract Documents.
5.3.2.4 Require the Subcontractor to carry and maintain insurance coverage according to the Contract
Documents, and to file certificates of the coverage with the Contractor.
5.3.2.5 Require submission to Contractor or Subcontractor, as the case may be, of applications for
payment in a form approved by the Owner, together with clearly defined invoices and billings
supporting all the applications under each subcontract to which the Contractor is a party.
5.3.2.6 Report, so far as practicable, unit prices and any other feasible formula for use in the
determination of costs of changes in the Work.
5.3.2.7 Require each Subcontractor to furnish to the Contractor in a timely fashion all information
necessary for the preparation and submission of reports.
5.3.2.8 Require that each Subcontractor continue to pertorm under its subcontract in the event the
Contract is terminated and the Owner shall take an assignment of the subcontract and request
Subcontractor to continue performance.
5.3.2.9 Require each Subcontractor to remove all debris created by its activities.
5.3.3 The Contractor shall not enter into any subcontract, contract, agreement, purchase order or
other arrangement ("Arrangement") for the furnishing of any portion of the materials, services,
equipment or Work with any party or entity if the party or entity is an Affiliated Entity (as defined
in this Paragraph), unless the Arrangement was approved by the Owner and Construction
Manager, after full disclosure in writing by the Contractor to the Owner and Construction
Manager of the affiliation or relationship and all details relating to the proposed Arrangement.
The term "Affiliated Entity" means (a) any entity related to or affiliated with the Contractor or
with respect to which the Contractor has direct or indirect ownership or control, including,
without limitation, any entity owned in whole or part by the Contractor; (b) any holder of more
than 10% of the issued and outstanding shares of, or the holder of any interest in, the
Contractor; and (c) any entity in which any officer, director, employee, partner or shareholder
(or member of the family of any of the foregoing persons) of the Contractor or any entity owned
by the Contractor as a direct or indirect interest, which interest includes, but is not limited to,
that of a partner, employee, agent or shareholder.
ARTICLE 7; CHANGES IN THE WORK
7.3.7 In the seventh line, delete the words "or if no such amount is set forth in the agreement, a
reasonable amount." and substitute "an allowance for overhead and profit in accordance with
clause 7.3.11.1 through 7.3.11.6".
7.3 Add the following Subparagraph:
7.3.11 In Subparagraph 7.3.7, the allowance for the combined overhead, insurance, bonds, office
and field coordination, supervision, safety, and profit included in the total cost to the Owner
shall be based on the following schedule:
1. For the Contractor, for Work performed by the Contractor's own forces, thirteen percent
(13%) of the cost. (5% profit; 5% O/H; 2% bond; 1 % insurance).
2. For the Contractor, for Work performed by the Contractor's Subcontractor, eight percent
(8%) of the amount due the Subcontractor.
3. For each Subcontractor or Sub-subcontractor involved, for work performed by that
Subcontractor's or Sub-subcontractor's own forces, 10 percent (10%) of the cost.
4. For each Subcontractor, for Work performed by the Subcontractor's Sub-subcontractor 5
percent (5%) of the amount due the Sub-subcontractor.
5. Cost to which overhead and profit is to be applied shall be determined in accordance with
Subparagraph 7.3.7.
6. In order to facilitate checking of quotations for extras or credits, all proposals, except those
so minor that their propriety can be seen by inspection, shall be accompanied by a
complete itemization of costs including labor, materials, equipment and subcontracts.
Labor, materials and equipment shall be itemized in the manner prescribed above. Where
major cost items are Subcontracts, they shall be itemized also. In no case will a change
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involving over $500.00 be approved without such itemization.
ARTICLE 8; TIME
8.1.1 Add the following Subparagraph:
8.1.1.1 Refer to attached Project Schedule PS1-PS2. The Contractor will organize and fully staff
multiple shifts or weekend work if necessary to complete the work as scheduled. All costs
incurred to expedite the work (i.e., air freight, overtime, subsistence, travel, etc.) will be
included in the bid price. The minimum workweek shall include Monday through Friday. Each
Contractor will be required to submit weekly schedules, attend weekly safety meetings on the
site and submit daily reports of is activity on the jobsite.
8.3.1 In Paragraph 8.3.1, in the fifth line, delete the word "arbitration".
8.3.3 Delete Paragraph 8.3.3 and substitute the following:
"The Contractor agrees to make no claim for damages for delay on the performance of this
Contract occasioned by any act or omission to act of Owner, its Architect, its Construction
Manager, its agents or employees or any other Contractor and agrees that any such claim
shall be fully compensated for by an extension of time to complete performance of the Work".
ARTICLE 9; PAYMENTS AND COMPLETION
9.2 Add the following Subparagraph:
9.2.1 Submit typed schedule on AIA Document G703 -Application and Certificate for Payment
Continuation Sheet. Submit Schedule of Values within ten (10) days after date of Notice of
Award. Utilize the Table of Contents of the Project Manual. Identify each line item with
number and title of each specification section. Revise schedule to list approved Change
Orders; submit with each Application for Payment.
9.3.1 Delete "At least fifteen days" in the first sentence and substitute the following: "On or before
the 25th of the month". Add the following sentence: The form of Application for Payment shall
be AIA Document G702/CMa. Submit two originals.
9.3.1.3 The Contractor shall not withhold from a Subcontractor or Supplier more than the percentage
withheld from a payment certificate for their portion of the Work.
9.3.2 Add the following sentence
Off site storage will not be approved at locations outside the State of Idaho.
9.3.1.4 Progress Payments shall fall due on or about the 25th of each month pending approval per the
Owner.
9.3.1.5 Progress Lien Waivers and Conditional Lien Waivers must be signed prior to release of
progress payments.
9.6.6.1 Payment or partial payment by the Owner shall not (a) constitute approval or acceptance of
any item of cost in the Application of Payment, (b) be construed to be final acceptance or
approval of that portion of the Work to which such partial payment relates, or (c) relieve the
Contractor of any obligations.
9.8.1.1 Substantial Completion shall not be earlier than the date of a permanent occupancy permit by
the governmental authorities.
9.8.5 Add the following sentence at the end of the subparagraph:
The payment shall be sufficient to increase the total payment to ninety-five percent (95%) of
the Contract sum, less such amounts as the Architect shall determine for incomplete work and
unsettled claims. The amount of retainage held for incomplete work and unsettled claims shall
be double the value of the items remaining to facilitate completion of work and settlement of
claims.
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9.10.6 A reasonable sum may be withheld by the Owner until the Contractor delivers to the Owner
(a) Record Drawings, Specifications, Addenda, Change Orders and other Modifications
maintained at the site pursuant to Paragraph 3.11, (b) the warranties, instructions and
maintenance manuals, and (c) a final statement of the Cost of the Work allocated according to
the budget and in a form approved by Owner.
9.11 Add the following Paragraphs 9.11 and 9.11.1 to Article 9:
9.11 LIQUIDATED DAMAGES
9.11.1 The Owner will suffer loss if the Project is not Substantially Complete on the date set forth in
the Contract Documents. The Contractor (and his Surety) shall be liable for and shall pay to
the Owner the sums hereinafter stipulated as fixed, agreed and liquidated damages for each
calendar day of delay until the Work is substantially completed. One Thousand Dollars and
9.11.2 The Owner may risk unnecessary delays if completed submittals are not received within 30
calendar days of receiving Notice to Proceed or as specifically required by individual Bid
Items. The Contractor (and his surety) shall be liable until all required submittals are
transmitted to the Construction Manager. Y+% of the Contract Value per Calendar Dav.
Liquidated Damages may be assessed if the Contractor falls five (5) days behind the Project
Schedule provided by the Construction Manager.
ARTICLE 10; PROTECTION OF PERSONS AND PROPERTY
10.2.4 Delete Paragraph and add the following:
No explosives will be allowed on site.
10.2.8 Delete existing subparagraph 10.2.8 and insert the following:
10.2.8 The Contractor shall protect adjoining Owner property and shall provide barricades, temporary
fences, and covered walkways required to protect the safety of passers-by, employees of
Owner, students and others, as required by prudent construction practices, local building
codes, ordinances, state or federal statutes, rules or regulations, other laws, or the Contract
Documents.
10.2.9 The Contractor shall maintain Work, materials and apparatus free from injury or damage from
rain, wind, storms, frost, snow, ice, heat or sun. If adverse weather makes it unsafe,
impossible or infeasible to continue operations because of weather precautions, the
Contractor shall cease Work and notify the Owner, Construction Manager, and Architect of
such cessation. The Contractor shall not permit open fires on the Project site.
10.2.10 The Contractor shall, and not as part of the Cost of the Work, promptly repair any unplanned
damage or disturbance to glass, walls, utilities, sidewalks, curbs, streets and the property of
third persons resulting from the performance of the Work, whether by it or its Subcontractors
at any tier. The Contractor shall maintain streets and sidewalks in good repair and traversable
condition.
10.2.11 Injury or Damage to Person or Property
If either party suffers injury or damage to person or property because of an act or omission of
the other party, or of others for whose acts such party is legally responsible, written notice of
such injury or damage, whether or not insured, shall be given to the other party within a
reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient
detail to enable the other party to investigate the matter.
10.3.3 Delete "not" in the last sentence following "loss of expense". (Changed as per clarification from
AIA, December 2011.)
ARTICLE 11; INSURANCE AND BONDS
11.1 Contractor shall purchase and maintain insurance as set forth in Section 11.1 of the
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Agreement, as supplemented by these Supplementary Conditions of the Contract for
construction. This insurance requirement does not limit or qualify the liabilities and obligations
assumed by the Owner or Contractor under the contracts. The insurance shall be written for
not less than the following limits, or greater if required by law.
11.1.1.1 Delete the semicolon at the end of Clause 11.1.1.1 and add: including private entities
performing Work at the site and exempt from the coverage on account of number of
employees or occupations, which entities shall maintain voluntary compensation coverage at
the same limits specified for mandatory coverage for the duration of the Project.
11.1.1.2 Delete the semicolon at the end of Clause 11.1.1.2 and add: or persons or entities excluded
by statute from the requirements of Clause 11.1.1.1 but required by the Contract Documents
to provide the insurance required by that Clause.
11.1.1.8 Add the fallowing sentence to Subparagraph:
If this insurance is written on the Comprehensive General Liability policy form, the Certificates
shall be AIA Document G715 - 1991, Certificate of Insurance or ACORD Form 25. If this
insurance is written on a Commercial General Liability policy, ACORD Form 25S will be
acceptable.
11.1.4 Delete subparagraph 11.1.4 and add the following:
Workers' Compensation: Contractor shall maintain Workers' Compensation insurance in the
amount of the statutory limits and comply in all respects and regulations concerning the
employment of labor required by any duly constituted authority having legal jurisdiction over
the area in which the work is performed, and shall be written for not less than the following
limits:
a) State: Statutory
b) Employer's Liability $100,00 per Accident
$500,000 Disease, Policy Limit
$100,000 Disease, Each Employee
11.1.5 Commercial General Liability: Contractor's policy shall be primary to the Owner's insurance,
and shall include: premises operations, Owners and Contractors protective liability,
independent contractors, products and completed operations liability, contractual liability in
support of this Contractor's indemnity requirements, broad form property damage liability and
blanket contractual liability, personal injury with employee and contractual exclusions
removed, and explosion, collapse and underground damage coverage:
(a) For any claim for bodily injury, property damage or due to contractual liability, limits of not
less than $1,000,000 per occurrence.
(b) For products and completed operation coverage, coverage is to be maintained for a period
of two (2) years following final payment.
(c) For the hazards of explosion, collapse and underground, commonly referred to as XCU,
coverage shall be required if the exposures exist. This coverage may be provided by the
subcontractor if the State and prime contractor are named as additional insured.
(d) For personal injury liability, limits of not less than $100,000 per occurrence.
(e) General Aggregate shall not be less than $2,000,000
(f) Fire legal liability shall be provided in an amount not less than $100,000 per occurrence.
11.1.6 Comprehensive Automobile Liability: Business auto liability (including all owned, non-
owned, and hired vehicles) in an amount of not less than $1,000,000 combined single limit.
11.1.7 Contractor shall have an Equipment Policy with limits adequate to protect the Owner.
11.1.8 Additional Insureds: The Contractor shall cause the commercial liability coverage required
by the Contract Documents to include (1) the Construction Manager, the Construction
Manager's consultants, the Owner, the Architect, and the Architect's consultants as additional
insureds for claims in whole or in part by the Contractor's negligent acts or omissions during
the Contractor's operations and the Contractor's completed operations for the insurance
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required in 11.1. The insurance shall contain the severability of interest clause as follows:
"The Insurance afforded herein applies separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the company's 'liability"'. The
Construction Manager, the Construction Manager's consultants, the Owner, the Architect, and
the Architect's consultants shall be additional insureds including completed operations for a
period of two (2) years following final payment as evidence by an endorsement of the
insurance policy by the combination of either the ISO Form CG2010 and CG2037 or the
combination of CG2033 and CG2037 or equivalent forms. In addition, Contractor's policy shall
provide that the Contractor's insurance is primary to the Owner's insurance.
11.1.9 The Contractor shall require all subcontractors of any tier to provide Comprehensive General
Liability Insurance with combined single limits for bodily injury and property damage of at least
$1,000,000 per occurrence and Comprehensive Automobile Liability Insurance for all owned,
non-owned and hired vehicles with combined single limits for bodily injury and property
damage of at least $1,000,000 per occurrence.
11.4 Add the following Subparagraphs:
11.4.1 The Contractor is required to furnish bonds covering faithful pertormance of the Contract and
payment of the obligations arising thereafter as stipulated in bidding requirements, negotiated
by the parties, or specifically required in the Contract Documents on the date of execution of
the Contract.
11.4.3 The Contractor shall furnish a Surety Company Bond in the amount of one-hundred percent
(100%) of the Contract Price covering one-hundred percent (100%) pertormance and
maintenance and one-hundred percent (100%) payment with such sureties and/or agency as
selected or approved by the Owner.
11.4.4 The Bond shall include maintenance provisions covering workmanship and materials for a
period of two (2) years or for longer periods where so specified, from and after the Date of
Substantial Completion. The Contractor shall include the cost of the Bond as part of the
Contract Price.
11.5 Add the following new Paragraph:
11.5 Indemnity
11.5.1 The Contractor shall indemnify, defend and save harmless the Owner, the Construction
Manager, the Architect and the Architect's Consultants from and against all claims, damages,
costs, legal fees, expenses, actions and suits whatsoever including injury or death of others or
any employee of the Contractor, Subcontractors, agents or employees, caused by failure to
comply fully with any term or condition of the Contract, or caused by damage to or loss of use
of property, directly or indirectly, by the employees and occasioned by the negligence of the
Contractor, his agents, subcontractors or employees.
ARTICLE 12; UNCOVERING AND CORRECTION OF WORK
12.1.3 No work shall be covered prior to (a) notice to and opportunity for the Owner to inspect, and (b)
inspection by appropriate government authorities.
12.2 Add the following Subparagraph:
12.2.1.1 The Contractor's obligation to correct Work set forth in Paragraph 12.2.1 also applies to Work
rejected by the Owner or government authorities.
12.2.2.1 In the first sentence change within "one" year to within "two" years. In the third sentence
change during the "one" year period to during the "two" year period.
12.2.2.2 Change "one-year" period to "two-year" period.
12.2.2.3 Change "one-year" period to "two-year" period.
12.2.5 In the second sentence change establishment of the "one" year period to establishment of the
"two" year period.
12.2.6 Statute of limitations shall commence to run and any legal cause of action shall be deemed to
have accrued in any and all events in accordance with Idaho law.
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ARTICLE 13; MISCELLANEOUS PROVISIONS
13.4 Add the following Subparagraphs:
13.4.3 Contractors supplying materials only will be subject to retainage and will be required to supply
lien releases with each payment request and with final pay request.
13.6 Delete Paragraph 13.6.1 and substitute the following:
13.6.1 Payments due and unpaid under the Contract Documents, thirty (30) days from date received
by the Architect, shall bear no interest until thirty (30) days past due, thereafter, they shall bear
interest at the rate of eight percent (8%) per annum calculated from thirty (30) days past due,
sixty (60) days from date received by the Architect, until the date of the check as posted by the
Owner.
13.8 Add the following:
13.8.1 Each Contractor and his subcontractors and sub-tier contractors shall comply with all Idaho
Statutes with specific reference to Public Works Contractor's State License Law, Title 54,
Chapter 19 and Chapter 52, Idaho Code, as amended.
13.9 Nothing contained in the Contract Documents shall be construed as creating a joint venture,
partnership or agency relationship between the parties.
13.10 The Architect, Construction Manager, Contractor, and any other person required to follow the
Contract Documents agree not to discriminate against any employee or applicant for
employment in the performance of the Contract Documents with respect to tenure, terms,
conditions or privilege of employment, or any matter directly or indirectly relating to
employment because of race, sex, color, religion, national origin, disability, ancestry or status
as a Vietnam veteran. Breach of this Paragraph may be regarded as a material breach of the
Contract Documents.
13.11 The parties agree that the terms and conditions of the Contract Documents shall be held in
confidence except as required by or for applicable disclosure and other laws and regulations,
financing sources, enforcement of the Contract Documents, mergers and acquisitions, or as
otherwise mutually agreed by the parties and such agreement shall not be withheld
unreasonably.
13.12 No party to the Contract Documents shall, without express written consent in each case, use
any name, trade name, trademark, or other designation of any other party hereto (including
contraction, abbreviation or simulation) in advertising, publicity, promotional, or any other
activities or context.
13.13 Any notice under the Contract Documents shall be in writing and shall be delivered in person
or by public or private courier service (including U.S. Postal Service Express Mail) or certified
mail with return receipt requested or by facsimile. All notices shall be addressed to the
parties at the following addresses or at such other addresses as the parties may from time to
time direct in writing:
OWNER: City of Meridian
33 East Broadway Avenue
Meridian, Idaho 83642
Attention: Ted Baird -City Attorney
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CONTRACTOR:
Phone: ( )
Fax: ( ) _
Attention:
ARCHITECT: Insight Architects, P.A.
2238 Broadway Avenue
Boise, Idaho 83706
Phone: (208)338-9080
Fax: (208) 338-9067
Attention: Dana Kauffman
CONSTRUCTION MANAGER: Kreizenbeck Constructors
11724 West Executive Drive
Boise, Idaho 83713
Phone: (208) 336-9500
Fax: (208) 336-7444
Attention: Mike Berard
13.15 LAW GOVERNING.
This Agreement is governed by the laws of the State of Idaho.
ARTICLE 74, TERMINATION OR SUSPENSION OF THE CONTRACT
14.2 Add the following:
14.2.1.5. Falls ten (10) days behind the Project Schedule provided by the Construction Manager.
END OF DOCUMENT
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