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HomeMy WebLinkAboutResolutions - 2010.11.03 - 10258FICE COMITTEE / • itsk4 A.111 MISCELLANEOUS RESOLUTION C.0284 November 3, 2010 BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON IN RE: FACILITIES MANAGEMENT/FACILITIES ENGINEERING — AWARD OF CONTRACT FOR CONSTRUCTION MANAGEMENT SERVICES AND FUNDING REQUEST FOR THE OAKLAND POINTE CONNECTOR ADDITION PROJECT TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: WHEREAS on September 14, 2010, the Planning and Building Committee authorized Facilities Management to advertise Request for Proposals (RFP) to the construction industry asking for qualifications and proposals for construction management services for the Oakland Pointe Connector Addition Project; and WHEREAS the project will provide a single security checkpoint location for both buildings of the Oakland Pointe facility; and WHEREAS on October 5, 2010, the Purchasing Division received ten (10) responses with written qualifications and fee proposals and the RFPs were reviewed by the selection team that was formed to evaluate the proposals; and WHEREAS the selection team analyzed and scored the written and fee proposals and invited the top four (4) rated firms to present their proposals on October 15, 2010 for further evaluation; and WHEREAS George W. Auch Co, of Pontiac, Michigan earned the highest evaluation score and in accordance with their fee proposal a contract for professional services will be in the amount of $98,530; and WHEREAS the Construction Manager will bid the work to the trade sub-contractors and will review the bids with Facilities Engineering before award and will adjust the Construction Managers contract based on sub-contractors and any necessary change orders; and WHEREAS total project costs of $850,000 are recommended by the Facilities Engineering Division, including the contract award of $98,530, estimated construction trades of $600,000, estimated other owner costs of $75,000, and contingency of $76,470; and WHEREAS the FY 2011 Capital Improvement Program identifies the Oakland Pointe Connector Addition Project in the amount of $850,000 as the funding source for the project; and WHERES funding in the amount of $850,000 is available for transfer from the FY 2011 Capital Improvement Program/Building Fund (#40100) to the Project Work Order Fund (#40400) for the Oakland Pointe Connector Addition Project. NOW THEREFORE BE IT RESOLVED that the Board of Commissioners authorizes an award of contract for the Oakland Pointe Connector Addition Project to George W. Auch Co. of Pontiac, Michigan in the amount of $98,530. BE IT FURTHER RESOLVED that the Board of Commissioners authorizes transfer of funding in the amount of $850,000 from the Capital Improvement Program/Building Improvement Fund (#40100) to the Project Work Order Fund (#40400) for the Oakland Pointe Connector Addition Project (#100000001451) as detailed below: Buildino Improvement Fund #40100 1040101-148020-788001-40400 Transfer Out ($850,000) Proiect Work Order Fund #40400 1040101-148020-695500-40100 Transfer In $850,000 $ -0- Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing resolution. FINANCE COMMITTEE Motion carried unanimously on a roll call vote. SUPPLEMENTARY CONDITIONS PART 1-GENERAL GENERAL October 29, 2010 These Supplementary Conditions revise American Institute of Architects, (AIA), Document A201, General Conditions, 2007 Edition, bound into the Project Manual. and together with the General Conditions, and any other Documents and Sections included therewith, form the General Conditions of the Contract Documents, Where any section of an Article of the AIA General Conditions is revised as hereinafter noted, the unaltered portions of such Article or section shall remain in effect as written. Where reference is made hereinafter to a description of requirements relative to a particular item of the work which is contained in a Section of the Specifications, such requirements shall be deemed to form a part of these Supplementary Conditions with the same force anc effect as though set forth in full herein. Revisions to: ARTICLE 1; GENERAL PROVISIONS 1.1 BASIC DEFINITIONS '1.1.1 THE CONTRACT DOCUMENTS For purposes of this Agreement the "Contractor" shall be the Construction Manager and "contractor is synonymous with trade contractor/sepaidte contras...LA or subcontractor. 1.1.2 THE CONTRACT Delete the last sentence of section 11 2. 1.1.3 THE WORK Add the following sections 1.1.3.1 and 1.1.3.2 to seCtior 1.1.3 of section 1.1: 1.1.3 The Construction Manager is responsible for coordinating and allocating the work of all trades on the Project at the time of bidding as well as during construction in regards to the providing of labor and materials, for the Work, including cutting, coring, patching and repair work necessary to complete the Project as required by the various trades. Included with the responsibi!ity for coordinating and allocating the work is the proper allocation of work to the proper trade as claimed by the trade unions having jurisdiction over such work. Whether the Construction Manager's own forces perform such work or it allocates the work to various subcontractors or trades. the Construction Manager s responsible for such work and the complete Project.' 1.1.3.2 The Control Estimate shall include the cost of all Contract work with no duplication of cost incurred due to the allocation of same work to more than one trade." 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS Add the following sections 1.2.4 through 1,2.12 to section 1.2: 1.2.4 The Drawings shal not be scaled for rough-in measurements, nor serve as Shop Drawings. Figures take precedence over scale measurements. Working dimensfons taken from Drawings shali be taken from figured dimensions and in no case by scaling of the Drawings. 1,2.6 Large-scale details take precedence over smaller scale details. 1.2.6.1 Architectural Drawings shall generally take precedence in regard to dimensions. However, the Structural Drawings shall govern for the size of structural members. Oakland County Oak Pointe Connector Page 1 of 25 SUPPLEMENTARY CONDITIONS 10/29/201a r 1.2.7 Specifically titled Drawings and Sections of the Specifications take precedence over indication of the item in an indirect way. 1.2,9 Existing conditions take precedence over Drawings and Specifications for dimensions, 1.2.10 Codes. Laws, Ordinances. Rules, and Regulations: Requirements of public authorities apply as minimum requirements only and do not supersede more stringent requirements given elsewhere in the Contract Documents. Requirements [n effect at time of bidding apply. If changes must be made to the Agreement because of public authorities, appropriate adjustments will be made in the Contract Sum. 1.2.11 Enumeration of Items: Lists of "Work Included", "Summary', "Scope" or "Description of Work" are not intended to enumerate each and every item of work or appurtenance required, and must be used in conjunction with otter portions of the Contract Documents. 1.2.12 Specified Materials, Products. and Brands: When multiple requirements are given for an item, comply as listec. 1.5 OWNERSHIP AND USE OF ARCHITECTS DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS Replace Section 1.5.1 in its entirety with the following: "Electronic conies of all computer aided design drawings and specifications requested to date, and computations. test data, photograpns. program documents, renderings, models, correspondence, internal memoranda. work product of Architect's consultants (the "Work Product") shall be provided and shall become the property of the Owner upon payment to Architect for the services rendered hereunder. If the Owner allows a third party to use such documents, then the Owner agrees to require any third parties using said documents to acknowledge that Architect, its agents. representatives and employees have no liability or responsibi:ity with regard to the use of said documents." 1.5.2 Change reference to "Instruments of Service" to "Work Product" in section 1.5.2. Revisions to: ARTICLE 2; OWNER 2.1 DEFINITION 2.1.1 Delete Section 2.1.1 in its entirety and substitute. -As used herein and elsewhere in the Contract Documents, the term "Owner" shall mean the County of Oakland. Except as otherwise specifically provided, all matters pertaining to the Work required under this Agreement will be handled for and on behalf of the Owner by the Owner's Project Engineer or such otner representatives thereof that may from time to time be designated by the Owner." 2.1.3 Add Sections 2.".3 and 2.1.4: 2.1.3. "As used herein arm elsewhere in the Contract Documents, the term "Owner's Project Engineer' shall mean the Owner's Representative at the Site. His or her authority consists of reporting and recording the progress of the Work and interpreting and approving in writing any Changes in the Work iii Ldbe uf eineryeriuy where a delay might seriously hinder the progress of the Work. Asslsted by Architect he or she shall make Known the Owner's requirements for such emergencies as may arise." 21.4. -Whenever the Construction Manager or Contractor communicates with the Architect in writing the Owner shall be notified at the same time. Whenever the Architect communicates with the Constriction Manager or Contractor in writing the Owner shall be notified at the same time." 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER Oakland County Oak Pointe Connector Page 2 of 25 SUPPLEMENTARY CONDITIONS 10/29/2010 , Ii Add the following language to the end of Section 2.2.3: The Owner will furnish geotecnnical investigation data describing soil coneitions and subsurface conditions as can be determined from such investigations. Add the following section 2.2.3.1 to section 2.2.3. 2.2.3.1 The "Geotechnical Data" report shal be provided to the Construction Manager by the Owner or Architect. The "Property Survey" has been provided to the Construction manager by the Architect in the bid documents. Refer to these documents for additional information regarding geotechnical data and property survey. 2.2.4 Add the following to the end of the first sentence: ''so as not to delay the progress of the Work." 2.3 OWNER'S RIGHT TO STOP WORK 2.3.1 Add the following language to the end of section 2.3: This right shall be in addition to and not in restriction or derogation of the Owner's rights under Article 14 hereof, The Owner's right to stop the Work shall not relieve the Construction Manager of any of his responsibilities arid obligations under or pursuant to the Contract Documents." 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK Add the following new sections 2.4.1 and 2.4.2 to section 2.4: 2.4.1 In the event the Owner exercises Owner's right to carry out the Work pursuant to section 2.4, payments due Construction Manager shall be held by Owner, for the work affected, until final corn pietion of all Work. 2.4.2 The Construction Manager agrees that the Owner. by mutual agreement with the Construction Manager. shall have the right to place and install equipment and machinery during the progress of the Work before the completion of the various parts of the Work; and further agrees that sucn placing and installation of eauipnnent shall not in any way evidence the completion of the Work or any portion thereof, nor signify the Owner's acceptance of the Work or any portion thereof. Should the Owner place or install such equipment and machinery with its owr forces, then it snail be responsible for any damage to Work of the Construction Manager caused by the Owner's work or workers. Should the Owner have such placement or installation performed by another contractor, then the Owner shall require said contractor to Pe responsible for all such damage caused by its work, its workmen, or its subcontractor. Revisions to: ARTICLE 3: CONSTRUCTION MANAGER AND/OR CONTRACTOR 3.1 GENERAL Add new sections 3.1.4 and 3.1.5 to section 3.1: 3.1.4 The Construction Manager and/or contractor shall be legally authorized to do business in the jffisdiction in which the site of the construction activity is located. 3.1.5 The Construction Manager and/or contractor represert and warrants by submission of its Bid that it is financially solvent. and that it is experienced in and competent to perform the required work, and to furnish the plant, materials, supplies and equipment. to be so performed or furnished by itself, The Construction Manager and/or contractor further represent and warrant by submission of a Bid that it is familiar with the Work related means, methods, services, technologies. etc., of all Federal, State, Municipal and County laws, Oakland Cokinty Oak PoInte Connecto7 Page 3 of 25 SUPPLEMENTARY CONDITIONS 10129/2010 ordinances, and regulations. which may in any way affect the work or those employed therein, included but not limited to, any special acts relating to the work. If the Construction Manager performs or authorizes any construction activity knowing it involves a recognized error; inconsistency or omission in the Contract Documents without such notice to the Architect and Owner, the Construction Manager shall assume appropriate responsibility for such performance or authorization and shall bear an appropriate amount of the attributable costs for correction. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES Add the following new sections 3.3.1.1 and 3.31.2 to section 3.3.1 of section 3.3: 3.3.1.1 If the Contract Documents contain any directions or instructions regarding construction means, methods techniques. sequences or procedures. the Construction Manager and/or contractor shall carefully and completely review all such directions and instructions prior to the submission of the Bid and the Constructon Manager shall advise the Architect: 3.3.1.1.1 Wnether such instructions and directions deviate from good construction practice; 3.3.1.1.2 Whether any such means. methods. techniques, sequences or procedures will adversely affect any guarantees or warranties, 3.3.1.1.3 Whether the Construction Manager or contractor have any objections or exceptions to the specified means, methods, techniques. sequences or procedures. 3.3.2 Add to end of section 3.3 2 "or claiming by. through or under the Construction Manager for any damages, losses, costs and expenses resulting from such acts or omissions." 3.3.4 Add the following new section 3.3.4 to section 3,3: "The Owner will furnish survey data described in section 2,2.3: All other grades, lines, levels, and bench marks shall be established by the Construction Manager. Refer to additional requirements in section 2.2.3. 3.4 LABOR AND MATERIALS 3.4.2 In section 3.4.2. add -and Owner' after the word "Architect.' Add the following new sections 3.4.4 through 3.4.10 to section 3.4: 3.4.4 Materials snail be delivered to the site undamaged. with manufacturer's labels and seals intact. Damaged materials shail be remove° from the site immediately. Broken labels and seals may be cause for material rejection. Unless otherwise specified, all products and materials shall be new and of the latest design. 3.4.5 If the Contract Documents require that the Owner is to furnish certain items of materials or appliances that the Construction Manager and/or contractor is to install, the Construction Manager anc/cr contractor shall check each shipment. sign a receipt for same. and be responsible for breakage or loss after receipt unless covered by project insurance. 3.4.6 Where in the Contract Documents. materials or appliances are specified as being installed in accordance with the manufacturer's specifications, instructions, or directions, the Construction Manager and/or corriract,ix shall file copies as required for Shop Drawings, Product Data, and Samples. No work shall be done with that part of the Work until such specifications. instructions or directions have been reviewed by the Architect as complying with the intent of the Contract Documents. These specifications, instructions or directions will then be a part of the Contract Documents and shall be followed carefully in the execution of the Work Oakland County Oak Pointe Connector Page 4 of 25 SUPPLEMENTARY CONDITIONS 10/2912010 3.4.7 Materials shall conform to manufacturer's standards in effect at the date of issuance of the proposed Contract Documents and shall be installed in strict accordance with manufacturer's cirections unless specified-differently by the Architect. 3.4.8 Where the Contract Documents require the Work. or any part of same, to be above the standards required by applicable laws, ordinances. rules and regulations and other statutory provisions pertaining to the Work. or above the quality of normal construction or trade standards. such Work shall be performed and completed by the Construction Manager and/or contractor in accordance with the Contract Documents. 3.4.9 Immediately after the issuance of a Letter of Intent or the award of a Contract for the Work to a contractor, and prior to the first Request for Payment, the Construction Manager shall submit to the Architect a schedule indicating the name of manufacturers of all material and equipment which it and its Subcontractors propose for use in the Work No material or equipment shall be ordered until acceptance of the manufacturer is received from the Architect. 3.4.10 Identifying Markings: Where the manufacturers name, patent numbers, Underwriters labels, model numbers or similar identifying marks are required, locate such markings as inconspicuously as possible, 3.5 WARRANTY 3.5 In the first sentence of section 3.5. oelete "and Architect". In the last sentence replace "Architect' with "Owner". Add the following sections 3.5.1 through 35.3 to section 3.5: 352 Proofs of conformance, as hereinafter defined, will constitute satisfactory evidence as to the kind, quality and performance values of the respective products for which such proofs are reciuired by the Specifications. 3.5.2.1 Affiaavit - An affidavit is a notarized statement on the letterhead of the manufacturer and signed by an authorized and responsible agent of the manufacturer. certifying that the product is in conformance wan the requirements of the specified regulatory agency or reference standard or oerformance values, as applicable; in the case of the latter, the performance values shall be listed. Each Affidavit shall be identified by name of Project, Architect's Project Number, Owners Project Number. Name of Product, and Specification Section. Page and Paragraphs for which the product is proposed_ 3.5.2.2 Testing Laboratory Certificate. A Testing Laboratory Certificate is a notarized test report from a laboratory, bureau or agency acceptable to the Architect, signed by an authorized and responsible agent of that facility, certifying that the designated product has been tested within one year of the date of submittal, unless otherwise specified, and is in conformance with the reference standard of performance requirements specified, and listing the results of all tests required The testing laboratory certificate shall accompany an Affidavit as defined in section 3,5.2.1 3.5.3 Each contractor, as a condition precedent to final payment. shall execute a warranty in writing, guarantying all products provided by it or for which it may be required to accept responsibility in accordance with the terms of the Contract Documents to be and to remain witaout defect for the stated period of time and in accordance with the Contract Documents. All warranties snail be for one (1) year from the date of Substantial Completion, or from the period that the warranty is to start. unless a longer period is specified in the General conditions, Supplemental Conditions, or Specifications. The warranty period for the heating, ventilation and air conditioning systems shall be of such duration to include a minimum of two complete heating seasons and two complete cooling seasons following the date of Suostantial Completion. or from the period that the warranty is to start. The period the Oakland County Oak Po nte Connector 10/29/2010 Page 5 of 25 SUPPLEMENTARY CONDITIONS warranty is to start other than at substantial completion is for any beneficial or permanent use for items as approved by the Owner in writing. 3.5.4 In any case where in fulfilling the requirements of the Agreement or any warranty. embraced in, or required thereoy_ a contractor disturbs any work guaranteed under another contract, it shall restore such disturbed work to a condition satisfactory to the Architect and Owner and guarantee such restorec work to the same extent as I was guaranteed under such other contract. 3.7 PERMITS. FEES AND NOTICES AND COMPLIANCE WITH LAWS: Add the following language to end of section 3.7.1: "or which are required for the completion of the Project." 3.7.3 Add the following sentence to the end of section 3.7,3: "In the event any Contract Documents are at variance with applicable laws. ordinances, codes or regulations, and the Construction Manager and/or contractor has knowledge of same, Construction Manager and/or contractor shall Promptly notify Owner and Architect and any necessary changes shall thereafter be made Add sections 3.7.6. 3.7.7, and 3 78 3.7.6 'The Construction Manager shall obtain a Certificate of Occupancy as required for partial and complete occupancy by the Owner. The Contractor shall pay all fees necessary to secure said CQrilfIL.LitUb Urid bildlIdeliver said Certificate to the Owner." 3.7.7 "The Construction Manager and/or contractor shall furnish to the local authorities all necessary bonds or cash deposits required as a pledge and security for the protection or maintenance of any pubic property or as otherwise stipulated. These expenses are reimbursable to the Construction Manager." 3.7.8 "A pnotocopy of the building permit shall be delivered to the Architect and Owner as soon as it is obtained " 3.9 SUPERINTENDENT Add the following section 3.9.1.1 to section 3 9 1: 3.9.1.1 The superintendent shall be acceptable to the Owner and shall not be changed except with the written consent of the Owner, unless the superintendent proves to be unacceptable to the Construction Manager and/or ceases to be in the Construction Manager's employ. The Construction Manager shall provide the Owner Mil written notification with reasons of any change in superintendent Delete section 3.9.3. Add sections 3.9.4 and 3.9.5: 3.9.4 "The Construction Manager's Superintendent or his duly authorized representative, shall remain in attendance at the Site and shall be present at all times when work of any kind is being done. inducing work done at other than normal working hours." 3.9.5 "Any employee of the Constructior Manager whom the Owner considers detrimental to the proper carrying out of the Work is to be removed promptly on the request of the Owner." 3.10 3.11 DOCUMENTS AND SAMPLES AT THE SITE Oakland County Oak Pointe Connector 10/29/2010 Page 6 of 25 SUPPLEMENTARY CONDI-CONS • 3,11 In the last sentence of section 3.11add 'and Owner' to the first use of "Architect". 3.12 SHOP DRAWINGS. PRODUCT DATA AND SAMPLES Add the fol:owing sections 3.12.5.1 and 3.12.5.2 to section 3.12.5: 3.12.5:1 Submittals not required by the Contract Documents do not preclude the Construction Manager from reviewing snop drawings for the other items required in the Work. 3.125,2 Construction Manager and/or contactor shall be responsible for the proper fit of its work to adjoining work In eases where dimensions are governed by conditions already established or which will have been established prior to installation of the Construction Manager's work or materials the Construction Manager shall depend entirely upon measurements taken or verified by itself in the field. but in all cases it shal verify dimensions prior to fabricating for installing the components of construction 3.12.8 In the first sentence of section 3.12.8 following the second use of "Architect" add "and Owner-. 3.12.9 In section 3.12.9 following the first use cf 'Architect" add "or Owner" 3:12.10 In the third sentence of section 3.12.10 replace "and - with "or in the phrase "Owner and Architect - In the fifth sentence replace the phrase "Owner and Architect have" with "Owner or Archtect nes". In the sixth sentence deiete the phrase "only for the limited purpose of checking". Add the following sections 3 12.11 through 3.12.13 to section 312: 3.12.11 "Failure of the Construction Manager to indicate that it has checked the shop drawings as specified in section 3.12.5, prior to submittal to the Architect, shall be cause for rejection of sucn drawings by the Architect until the Construction Manager confirms on the shop drawings that the drawings conform to the project requirements." 3.1212 "The shop drawings shall show all dimensions. materials, and details of fabrication, construction, connections, installation, and finish for proper fit and coordination in respect to related or adjacent work. Scale of the shop drawings shall be of sufficient size to show all individual components to accurate shape and size, and to indicate clearances for other work." 3.12.13 SUBMITTAL PROVESIONS 3.12 13.1 It is intended that the following provisions will not have the effect of reducing communication among the Construction Manager, and/or sub-contractors, the Owner and the Architect by discouraging proper Requests for Information. 3.12.13:2 Request for Information (RFI) Reimbursement Clause. "Owner & Construction Manager option: The contractor shall compensate Owner for all costs reasonably incurred to process, investigate anis answer any and all RFIs that are deemed to be frivolous or otherwise unnecessary. An RFI will be deemed to be frivolous or unnecessary if the information needed to answer or respond to the RFI is contained in the contract documents and is available to the contractor. The costs contemplated by this paragraph include, but are not limited to, architect's fees for responding to the RFI, owner's costs in communicating or monitoring the RFI and its response. and any associated telephone of copying charges. No additional time for contract performance or additional compensation will be considered for any RFI deemed to be frivolous." 3.12.13.3 Requests for Information (F2F1s) affecting schedule: "If an RFI is expected to affect the schedule Oakland County Oak Po,nte Connector Page 7 of 25 SUPPLEMENTARY CONDITIONS 10/29/2010 the contractor shall advise tne Owner. Construction Manager and Architect." 3.17 ROYALTIES, PATENTS AND COPYRIGHTS Add sections 3.17.1 and 3.17.2 to section 3•17. 3.17.1 Use of Printed Materials: Construction Manager, contractor and suppliers shall agree that the Owner may. without cost. duplicate, publish, use, dispose of, and disclose in any manner and for any periods whatsoever, ano have others so do. all Subject Data (whether or not copyrighted) which may be submitted or delivered to the Owner for use in the Course of, or under, any Work Performed for the Owner, or which may relate to said work. By ''Subject Data" is meant all writings (including, without limitation, instructions manuals, operating manuals, maintenance manuals and specifications). sound recordings, pictorial reproductions drawings, prints. photographs and graphical representations, drawings. prints, photographs aria graphica, representations. and works of a nature similar to any of the foregoing. Construction Manager, contractors and suppliers shall agree to grant to the Owner or obtain fo7 the Owner the copyrighted materia, a royalty-free, non-exclusive and irrevocable license, including a rignt to sublicense hereunder.' 3.17.2 Any provision or provisions of these General Conditions or of the Construction Manager and for contractor's contract to the contrary notwithstanding, the Owner shall have the right at any time to modify, remove. obliterate, or ignore any marking not authorized by the terms of the Contract On any piece of Subject Data furnished or delivered under the Contract." Revisions to: ARTICLE 4: ADMINISTRATION OF THE AGREEMENT 4.1 ARCHITECT Add new section 4.1.1.1 to section 4.1.1: The Architect shall mean the County of Oakland by the through its Department of Facilities Management, Division of Facilities Engineering, One Public Works Drive. Waterford, MI 48328 and is referenced throughout the Contract Documents as if singular in number. The terms "Architect," "Engineer," Architect/Engineer' or Architect/Engineer/Planner" mean the Architect or its authorized representative." 4.2 ARCHITECT'S ADMINISTRATION OF THE AGREEMENT 4.2.3 Add the following language to section 4.2 3: "The Architect shall promptly notify the Owner of any acts or omissions of the Construction Manager and/or contractor deviating from the Construction Documents and of any means, methods, techniques, sequences, procedures, or safety precautions not in conformity with generally accepted construction procedures which come to the attention of the Architect" 4.2.4 Delete the first bu iterioe of er...rtion 4.2.4. 4.2.5 Delete section 4.2.5 in its entirety and substitute: "Based on the Owner's observations and evaluations of the Construction Manager's Applications for Payment, with the comment and recommendation of Architect. the Owner will review and certify the amounts due the Construction Manager. and will issue Certificates for Payment in such amounts." 4.2.6 Revise the first two sentences of section 4.2.6 to read as follows: "Upon written authorization of the Owner the Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the Owner or Architect considers it necessary or advisable, the Owner and Architect will have authority to required inspection or testing of the Work in accoraance with sections 13.5.2 and 13 5,3, whether or not such Work is fabricated, installed or completec. However, neither this authority of the Owner or Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a auty or responsibility of the Owner or Architect to the Contractor, Subcontractors. Oakland County Oak Pointe Connector 10/29/2010 Page 8 of 25 SUPPLEMENTARY CONDITIONS material and equipment suppliers their agents or employees, or other persons or entities performing portions of the Work,- 4.2.7 Add to the first sentence of section 4.2.7 the following; "...and Samples" 'and Requests for Information -. In the third sentence add "Owner or" before both uses of "Architect". In the second sentence oelete "in tie Architect's professional judgment" In the third sentence, delete from 'Review through "completeness" and replace with "The Architect shal use its best professional judgment in reviewing all submittals for accuracy and completeness- Add the following sentences to the end of section 4.2.7 - "Notwithstanding the foregoing to the contrary. the Architect's review of Shop Drawings shall be to confirm: (a) compliance with applIcable laws. ordinances, and codes; and (b) that the Work, when completed. will comply with the requirements of the Contract Documents. The Architect shall determine those items to be submitted by the Contract Documents to assure compliance with the Contract Documents and requirements 4.2.8 Change the words 'Change Orders" in the first line of section 4.2.8 to "Bulletins" and add the following sentence: "Construction Manager shall issue all Change Orders and Field Orders as approved by the Owner and the Architect will issue Bulletins and Construction Change Directives." 4.2,9 Revise section 4 2.9 by adding "and Owner" following "Architect." 4.2.12 Delete at the end of section 4.2.12: "and will not be liable for results of interpretations or decisions so rendered in good faith." 4.2.13 In section 4.2.13 delete "Architects" and replace "Owner's" and delete "if consistent with the intent expressed in the Contract Documents". Revisions to: ARTICLE 5; SUBCONTRACTORS 5.1 DEFINITIONS Add the following section 5.1.3 to section 5.1 - 5.1.3 Any person or entity furnishing materials or equipment fabricated to a special or unique design, as specified 1n the Contract Documents, is a subcontractor or a sub-subcontractor, as the case may be, regardless of whether such person or entity actually performs any portion of the work at the site. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRAC I FOR PORI IONS OF THE WORK 5.2.1 In the first sentence of section 5.2.1, delete the phrase "through the Architect". In the second sentence replace first ''Architect" with "Owner" and delete the phrase "or the Architect". In the third sentence delete or Architect." 5.2.2 In the first sentence of section 5,2.2. delete "or Architect." 5.2.3 In tne first sentellue uf seution 5.2.3. de[ete both references to or Architect." 5.2.4 Delete the onrase or Architect" in section 5_2,4_ Oakland County Oak Pointe Connector 10/2912010 Page 9 of 25 SUPPLEMENTARY CONDITIONS 5.2.5 Add section 5.2.5: The Construction Manager may utilize the services of only those subcontractors who nave not ever been disqualified under applicable laws and regulations from participating in construction oroiects within hie (5) years of bid date." 5.3 SUBCONTRACTURAL RELATIONS 5.3 Add sections 5.3.2 and 5.33 to section 5 3 5.3.2 'Any part of tne work performed for the Construction Manager by a subcontractor shall be pursuant to a written suocontract between the Construction Manager and such subcontractor, which shall be prepared on a master form of subcontract. The Construction Manager shah, prior to the execution of any such subcontract, submit this form to the Owner to ensure that each sucn said contract contains provisions that:' 5.3.2 1 "Require that such portion of the work be performed in accordance with the requirements of the Contract Documents:' 5.3.2.2 "Require timeiy submission of subcontractor payment in order of applications to enable the Construction Manager to apply for payment in accordance with the provisions of the Contract Documents: 5.3.2.3 "Recognize the rights of the Owner pursuant to the contingent assignment of subcontracts under subparagraph 5.4.1 and require the subcontractor, in the event that the Owner has terminated the Owner/Construction Manager Agreement, to complete the unperformed obligations under such subcontract in the manner in which he had been bound to the Construction Manager; and 5.3.2.4 'Require the subcontractor to carry and maintain insurance, and bonds where appropriate in accordance oth the requirements of the Contract Documents." 5.3.3 'Construction Manager shall furnish Owner a copy of each subcontract within ten (10) days after it is executed." Revisions to: ARTICLE 6; CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.2 MUTUAL RESPONSIBILTY 6.2.2 In the first sentence of section 6.2.2 add "Owner and before "Architect", Add section 6.2.6 as follows: 6.26 "le tie event a contractor causes or contributes to the cause by which damage occurs to the work or property of any other contractor. the contractors involved shall upon due notice promptly attempt to settle with such other contractor by agreement or otherwise, to resolve the dispute. Any unsettled claims and other disputes and matters in question between the Construction Manager and a separate contractor shall be subject to the provisions of Section 4,3." Add the following section 6 2.7 6.2.7 The contractor's operations shall be so conducted as not to interfere with or injure the work of other contractors or workmen employed on adjoining or related work, and the contractor shall promptly repair any injury or damage which may be done to such work by the contractor or the contractors employees or agents. Should a contract for adjoining work be awarded to another contractor, and shoulc the work on one of the contracts interfere with tnat of another contract. the Construction Manager with the Owner's concurrence will decide which contractor shah i cease work for the time being and which shall continue at the same time and in what manner. In case the territory of one contract should be the necessary means of access to the territory of another contract, the Construction Manager with the Oakland County Oak Pointe Corrector 10/29/2010 Page 10 of 25 SUPPLEMENTARY CONDITIONS Owner's concurrence snail have the power to grant reasonable privileges with respect to the transport or movement of people, appliances, or materials as may be deemed necessary or expedient and in the best interest of the Work. Any decision which the Construction Manager with the Owner s concurrence may make as to the method and time of conducting work or the use of territory snail not be made the basis of any claim for damages : but an extension of time may be claimed if justified by the circumstances, the same as in the case of other delays caused by acts of the Owner. Any difference of opinion or conflict which may arise between a contractor and contactors or workmen of the Owner in regard to adjoining work will be resolved by the Owner's Representative and the Construction Manager." Revisions to: ARTICLE 7; CHANGES IN THE WORK 7.1 CHANGES Add the following sentences to end of section 7.1.1: "The net change as mertioned throughout this Article shall include mark-ups from all subcontractors and suppliers involved in portions of the original Work. It ; therefore, means that the Construction Manager and/or contractor do not have to forfeit their overhead and profit to arrive at a net change situation.- Add sections 7.1.4 and 7.1.5 to section 7.1: 7.1 4 -Upon receipt of a proposal request. after execution of Contract, affecting cost or credit. the Contractor shall submit to the Owner and the Architect, an estimate for the Change in the Work on a unit price basis for those portions of the Change in the Work which are covered by unit prices stated in the Contract Documents and approved by the Owner before execution of the Contract. or by estimated cost plus percentage fee for such portions of the Change in the Work which are not covered by unit prices, all in accordance with paragraph 7 3 of these Supplementary Conditions." 7.1.4.1 "A oroposal request affecting cost or time shall be called 'Bulletin.- 7.1.4.2 "Successive Bulletins will be numberee sequentially throughout the duration of the Project." 7.1.4.3 "The Contract Documents for the original Work shall govern the work described, unless othermse modified by the -Bulletin.- 7.1.4.4 'A Bulletin s not an order to Proceed.' 7.1.4.5 "The Construction Manager shall respond to all Bulletins. and shall submit an estimate in accordance with this section 7.3.3." 7.1.5 "Upon receipt of a Change Order or Construction Change Directive, the Construction Manager and/or contractor shall promptly proceed with the Work involved, unless otherwise directed by the Architect with the Owner's approvai." 7.1.5.1 "Change Orders and Constructon Change Directives will be numbered sequentially throughout the duration of the Contact." 7.3 CONSTRUCTION CHANGE DIRECTIVES Add the following clause 73.3.1.1 to section 73,3.1 of section 7.3.3 of section 7.3 7.3.3.1.1 Lump Sum Metnoc: 7 3 3 1 1 1 Additional Work performed by the Construction Manager or subcontractor's forces shall be computed at the actual cost of materials, equipment and labor for the Work, plus the applicable percentage thereof stated in the Bid Form for supervision, overhead and profit Oakland County Oak Pointe Conner;C:r 10/29/2010 Page 11 of 25 SUPPLEMENTARY CONDITIONS 7:3.3.1.1.2 Deleted Work which would be performed by the Construction Manager or subcontractor's forces shall be compensated as set forth in Article 5 of the AI34TM 2009 as modified and agreed to between Owner and Construction Manager. 7.3.3.1.1.3 When both additional. and deleted Work is involved in a Change in the Work, the percentages covering this Work shall be applied to the net difference between the costs of Work added and deleted Percentages for net additions and net deletions shall be as specified in Bid Form 7.3,3,1:1:4 All charges for Changes in the Work shall be accompanied by an itemized breakdown of material and equipment excluding charges for personal and miscellaneous tools to perform day to day work by various traces. quantities and labor, for both Work performed by the Construction Manager own forces and Work performed under subcontract to the Construction Manager. Charges for Changes in the Work submitted without an itemized breakdown of costs wil not be accepted. Add the following clause 7.3.3.2.1 to section 7.3.3.2 of section 7.3.3 of section 7,3: Unit Price Method: 7.3.3.2.1.1 Unit prices shall include all General Condition charges. materials, labor, applicable taxes, insurance incidental expenses, and other costs required to leave the respective items finishea, the same as required for similar Work under the Contract Documents. Supervision, overhead, and profit shall not be included in the Unit Price amounts. 7.3.3.2.1.2 Additional Work shall be computed by applying the applicable additive unit prices stated in the Bid Form or subsequently agreed upon. to the net change in the quantity of the Work. 7.3.3.1.1.5 Deleted Work which would be performed by trie Construction Manager or subcontractor's forces shali be compensated as set forth in Article 5 of the A134TM 2009 as modified and agreed to between Owner and Construction Manager. 7.3.3.2.1.3 For substitution of one material for another in the same location, the difference between the deduct unit prices shall be used, except that when such substitution involves a change in subcontractor performing the Work, or a change from a subcontractor to the Construction Manager, or a cnange from the Construction Manager to a subcontractor, and the value of the work is increased as a result of such substitution, then the difference between the additive unit prices shail be used. 7.3.3.2.1.4 The deductive unit price shall not be less than five percent (5%) less than the amount of the additive unit price 7.3.3.2,1.5 All charges for Changes in the Work by unit price method shall be accompanied by an itern,zed breakdown of the applicable unit price items. Charges for Changes in the Work submitted without an itemized breakdown of unit price items will not be accepted. Delete the words "or percentage" in Clause 7.3.3 3. Add new section. 7.5 CONTRACT FIELD ORDER Add new section 7.5.1, as follows: 7.5 " The Owner may elect to issue a Contract Field Order because of the immediate need for certain changes in the original Drawings and/or Specifications for the Project. Unless otherwise specified therein, the Work shall be in compliance with the Contract Documents; and the Work thereafter specified shall be included in the Contract after approval by a Change Order. The Construction Manager is to acquaint all of the subcontractors with this Field Order as their interests may arise. A Change Order will be issued after submission of Oakland County Oak Pointe Connectcr 10129;201D Page 12 of 25 SUPPLEMENTARY CONDITIONS the recessary cast breakdown by the Construction Manager and/or contractor. This Field Order is authority to proceed only with the work described therein. Revisions to: ARTICLE 8; TIME Add the following sentence to section 8,1.2: The date shall not be postponed by failure to act of the Construction Manager or person or entities for wh uh the Construction Manager is responsible." 8.1.3 Add the phrase "Owner. Construction Manager and" before the Architect" to section 8.1.3. 8.2 PROGRESS AND COMPLETION Add the following sections 8.2.4 through 8.2.7 to section 8.2: 82.4 The Contract Time is a reasonable time for the completion of the Work, taking into consideration the average ci,matic range and the usual industrial conditions prevailing in the area where the Work is located. 8.2.5 Should the progress of the Work or of the Project be delayed by any fault or neglect or act or failure to act of the Construction Manager or any of its subcontractor's, agents, employees, or anyone for whose acts any of them may be liable, so as to cause additional out-of-pocket cost. expense. liabi:ity or damage to the Owner or damages or additional costs or expenses for which Inc Owner may or shall become liable. including Architect's and its consultant's fees, the Construction Manager shall and does nereby agree to compensate the Owner for and indemnify the Owner against such out-of-pocket costs. expenses. damages and liability. This paragraph shall not be considered a penalty or liquidated damages clause, and Construction Manager's liability under this paragraph shall be limited to actual damages, additions! costs and expenses incurred oy the Owner as a result of any such delay. -Out-of-pocket costs, expenses damages and liability" shall include those monies that are actually expended by Oakland County as a result of any delay under this section 8.2.5. 8.2.6 Should the progress of the WorK or of the Project be delayed by any fault or neglect or act or failure to act of the Construction Manager or any of it's subcontractors. agents. employees or anyone for whose acts any of them may oe liable, then the Construction Manager shall. in addition to the other obligations imposec by the contract in such case. and at Construction Manager's own cost and expense. work such overtime, including Saturdays, Sundays, and statutory holidays, as may be necessary to make up for all time lost and to avoid delay in the completion of the Work and of the Project. all without additional cost to the Owner. 8.2.7 If the Construction Manager fails to complete its work at the time specified in the Agreement, the Owner will have tne right to pursue use of the Project as may be allowed by authorities having junsd[ction and neither partial nor entire use of the Project will be construed as indicating Substantial Completion. and the Owner will not be liable for any inconvenience or expense caused the Construction Manager by the Owner for such use of the Project. Revisions to: ARTICLE 9; PAYMENTS AND COMPLETION 9.2 SCHEDULE OF VALUES 9.2 In section 9.2. add 'Owner and before all references to "Architect". Add the following section 9.2.1 to section 9.2: 9.2.1 Prior to commencement of a porticn of the Work. the Construction Manager shall deliver to the Owner, a copy of the contract for that portion of the work. 9.3 APPLICATIONS FOR PAYMENT Oakland County Oak Pointe Connecter Page 13 pf 25 SUPPLEMENTARY CONDITIONS 10/29/2010 9.3.1 In the first sentence of section 9.3.1 add "Owner and before Architect. 9.3.1.1 In section 9.3 1.1. delete 'but not yet" and replace with "only as". Add the following to section 9.3.4 and 9.3.5 to section 9.3. 9.3.4 Applications for payment shall be submitted on AIA Document G702, Application and Certificate for Payment, and G702A. Continuation Sheet, currently dated consistent with related documents. 9.3.5 Where Performance Bond and Payment Bond are required by the terms of the Agreement Documents and the Agreement, provide a release from Surety issuing same with final Application and Certificate For Payment. Refer to section 11.4 for additional requirements. 9.6 PROGRESS PAYMENTS 9.6.1 In section 9.6.1, delete tne phrase 'and snail so notify the Architect". 9,6.3 Delete section 9.6.3 9.6.5 Delete reference to section 9 6.3 in section 9.6.5 9.6.7 Delete section 9.6.7 9.7 FAILURE OF PAYMENT 9.7 Ir section 9.7, delete "binding dispute resolution and replace with "Alternative Dispute Resolution" 9,8 SUBSTANTIAL COMPLETION 9.8.2 In the first sentence of 9.8.2. add "Owner and" before "Architect -. 9.8.3 Add the phrase "Construction Manager and" before every reference to "Architect' in section 9.8.3. 9.9 PARTIAL OCCUPANCY OR USE 9.9.1 In the 'irst sentence of section 9.9.1 delete the phrase "as required under section 11.3.1.5' and add in the third sentence -Owner and" before "Architect". Add the following new sections 9.9.1.1 and 9.9.1.2 to section 9.9.1 of section 9.9 9.9.1.1 The Owner shall not be required to accept, unless specifically agreed. Partial Substantial Completion or Substantial Completion ahead of the date established in the Owner- Contractor Agreement. 9.9.1 2 Warranty for Partial Owner Occupancy shall start upon Substantial Completion of the areas occupied. 9.10 FINAL COMPLETION AND FINAL PAYMENT 9.10.1 In the first sentence of section 9.101. add "Owner and" before the first two reference to "Architects", Add the following section 9.0.1.1 to section 9.10.1: 9:10.1.1 Application For Final Payment shalt be submitted within sixty (60) days following the Date of Oakland Cuunty Oak Polite Conner Pagc 14 of 25 SUPPLEMENTARY CONDITIONS 10129;2010 Final Completion, as definea above. Revisions to: ARTICLE 10; PROTECTION OF PERSONS AND PROPERTY 10.2 SAFETY OF PERSONS AND PROPERTY Delete section 10.2.8. Add the following sections 10.2.9 thru 10.2.11 to section 10.2. 102.9 The Construction Manager and/or contractor shall assume all liability for its loss or damage to its materials, tools and equipment except for those items covered by insurance. 10.2.10 The Constructron Manager shall promptly submit to the owner a detailed written report of each accident that occurs at the site, giving full details and statements of any witnesses. Death or serious personal injuries or damages shall be reported immediately by phone or messenger to the Owner. 10.2 '11 The Construction Manager represents that it is conversant with the occupational safety and lealth regulations for constructior promulgated and in force in the state where the Work occurs, and agrees to compiy with all such regulations applicable to the performance of the Work. The Construction Manager accepts the affirmative duty of enforcing those regulations, and shail promptly inform the Owner in writing of any inspection by "Safety Officers ' at the project Site and of the outcome of any such inspection. The Construction Manager and/or contractor assumes responsibility for, and agrees to indemnify the Owner against all consequences of any violations of those regulations by the Construction Manager, or any subcontractor. including the payment of any fine, penalty, and interest assessed in conjunction therewith and any court cuts dud attorney's fees incurred by the Owner. 10.3 HAZARDOUS MATERIALS Delete section ": 0.3.3 in its entirety and supstitutei 10.3.3 If Work continues in the area effected by the hazardous substances and said hazardous substances have not been rendered harmless so as to preclude the risk of bodily injury or death as described in section 10.3.1, the responsible party shall be responsible for any claims, damages. losses and actual expenses including, but not imited to, attorney fees arising out of or resulting from the performance of said Work provided that such claim, damage, loss or actual exoense is attributable to bodily injury, sickness, disease or death or to injury to or destruction to tangible property (other than the Work itself) and provided that sucn damage. loss or expense, is not attributable to the contributory negligence of the party seeking damages of any such claim, damage. loss or actual expense. This provision shall apply to any claims_ damages, losses, or actual expense, either suffered by an individual or entity or arising out of a claim for reimbursement by a contractor, subcontractor, architect. architect's consultants and agents and employees. Add the following section 10.3.7. 10.3.7 "Hazardous Substances" is defined as any material listed as ''Hazardous Substances" by the United States Environmental Protection Agency (USEPA) in Document 40 CFR, and similarly !isted in applicable States codes and regulations. 10.4 EMERGENCIES Add section 10.4.2: "The Construction Manager snail immediately inform the Owner of any emergencies." Add section 10.5 as follows . Oakland County Oak Pointe ConneMr 10;29/2010 Page 15 of 25 SUPPLEMENTARY CONDITIONS 10.5 CONSTRUCTION SAFETY 10.5.1 All Work done under this Agreement by Construction Manager, its Subcontractor, its Sub- Subcontractor, or any one directly or indirectly employed by any of them or by any one for whose acts they may be liable and for which the Construction Manager is responsible under 10.21.2 inclusive: shall be at a rrinimum in accordance with Construction Safety Standards as promuigated by the Michigan Construction Safety Standards Commission under the authority of the Michigan Occupational Safety and Health Act, Act 154 of 1974, as amended ("MIOSHA", and the Federal Occupational Safety and Health Administration Safety and Health Regulations for Construction, (Williams-Steiger Occupational Safety and Health Act, 29 U S C651) as amended. 10.5.2 Standards: Construction Manager and/or contractor hereby guarantees, as minimum standaras to the Owner that all material, supplies and equipment as listed on the proposal, Agreement or Purchase Order meets the requirements. specifications and standards as pTovided for under MIOSHA and all other applicable ordinances, codes, standards, etc. including the Michigan Right to Know Law. 10.5.3 Safety Precautions and Programs: Construction Manager and/or contractor shall be .-esponsible fo!- initiating, maintaining and supervision of all safety precautions and programs In connection with the work being performed under the Agreement, including the creation of a Safety Program pursuant to MIOSHA. A written copy of the Safety Program is to be submitted to the Owner ten (10) working days prior to commencement of the Agreement, 10.5.4 Safety of Persons and Property: The Construction Manager and/or contractor shall take all reasonable precautions for the safety of and shall provide all reasonable protection to prevent damage, injury or loss to: 10.5.4.1 Ali persons on the work site and all other persons who may oe affected thereby; 10.5.4.2 All work. materials and equipment to be incorporated therein, whether in storage on or off the site. under the care. custody or control of the Construction Manager and/or contractor. 10.5.4.3 Other pronerty at the site or adjacent thereto. including trees, shrubs, lawns, walks, pavements. roaaways. structures and utilities not designated for removal, relocation or replacement in the course of construction; and 10.5.4.4 The property of the Owner or other separate contractor. 10.5 4.5 Prior to any excavation the Construction Manager and/or contractor shall telephone MISS DIG for the location of underground pipeline and cable facilities, and shall also notify representatives of other utilities located in the vicinity of the Work. 105.4.6 The Construction Manager and/or contractor shall give all notices and comply with all applicable laws, orcinances, rules, regulations and lawful orders of any public authority, including authorized representatives of Oakland County, bearing on the safety of persons or property or their protection from damage, injury or loss. 10.5.4.7 The Construction Manager and/or contractor shall erect and maintain, as required by law, existing conditions and the progress of the Work, all safeguards for the safety and protection of persons and property. including but not limited to. the posting of danger signs and other warnings against hazards promulgate safety regulations and notify Owners and users of adjacent utilities of Potentially dangerous conditions. 10.5.4.8 When the storage of explosives or other hazardous materials or equipment is necessary for the execution of the work, tie Construction Manager and/or contractor shall exercise the utmost care and shall carry on such activities under the supervision of properly qualified. personnel: Persons involved in these activities sha.I be properly trained and licensed. Oakland County Oak Pointe Connecta 10/2912010 Page 1'6 ot 25 SUPPLEMENTARY CONDITIONS 10.5.4.9 The Construction Manager shall designate a responsibte member of the Construction Manager's organization at the site wnose duty shall be the prevention of accidents. This person snail be the Construction Manager's site supervisor unless otherwise designed by the Construction Manager in writing to the Owner and approved by the Owner. 10.5.5 Emergencies, In any emergency affecting the safety of persons or property, the Construction Manager and/or contractor shall act immediately, at the Construction Manager's discretion. to prevent threatened damage or loss. The Construction Manager shall immediately stop any activity or operation affecting safety until the situation(s) is corrected. 10.5,0 Non-Emergencies . If the Project is found rot to be in compliance with safety standards, the Construction Manager and/or contractor must immediately begin activity to bring the Project irtc compliance and complete the remedial action as soon as possible. Revisions to: ARTICLE 11; INSURANCE AND BONDS Delete Sections 11.1 through 11.3 and substitute the foliowing: ARTICLE 11; INSURANCE AND BONDS 11.1 CONSTRUCTION MANAGER'S LIABILITY INSURANCE The Construction Manager shall not commence work under the Agreement until it has obtained all ,nsurance required by the Contract Documents and until such insurance has been approvec by the Owner; nor shall the Construction Manager allow any contractors, and/or their subcontractors to commence work until all similar insurance required of the Construction Manager has been so obtained and approved. Unless otherwise provided in the Contract Documents, the Construction Manager. contractors, and/or their subcontractors shall provide insurance as fotlows: 1 .1.1 11.1.1.1 Bodily Injury and Property Damage Liability Insurance — the Construction Manager shall procure and maintain during the life of the Agreement, including guarantee period and warranty work, such Bodily Injury and Property Damage Liability Insurance. Owners and Contractors Contingent Protective Insurance to protect the Owner and Construction Manager from bodily injury and property claims arising from operations under the Agreement and shall protect it and the Owner from claims for oamages for bodily injury, including accidental death. as well as from cIaims for property damages, which may arise out of or result from the Construction Manger's performance of services under the terms of this Agreement, whether such onerations are performed by the Construction Manager, by any contractor and/or their subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts they may oe liable 11.1.1.2 The insurance shall be written for not less than any minimum coverage herein specified or as required by law. whichever is greater. All deductibles or self-insured retentions for any of the required poiicies are subject to apreoval by the Owner. 11.1.1.1.1 Commercial General Liability with the following as minimum requirements. a) $"" .000000 per occurrence b) Occurrence Form c) Products and completed operations; to be maintained for Three (3) years after completion of Agreement: (d) Broad Form Property damage; (e) Premises/Operations, (() Independent Contractors; (g) Blanket Broad Form Contractual (including coverage for obligations assumed in this Agreement and specifically name Owner/County); Oakland County Oak Pointe Corrector 10/29/20W Page 17 of 25 SUPPLEMENTARY CONDITIONS (h) Personal Injury and Advertising Liability (contractual exclusion and employee exclusions oeleted): (i) X. C & U. (j) Per Location/Per Project General Aggregate; (k) Coverage for property in the Construction Manager, contractors and/or their subcontractors care, custody and control. 11 1 1.1.2 Worker's Compensation. Coverage A: with limits statutorily required by any applicable Federal or State law (and) Employers Liability Insurance — Coverage B: with minimum limits of $500,000 each accident, 550+1000 disease each employee, and $500,000 disease policy limit 11.1.1.1. 3 Automobile Liability: with minimum a limit of $1,000,000 Combined Single Limit per occurrence (including No-Fauit as required by law) for all hired, leased, owned, and non- owned vehicles. § 11.1.1.1.4 Umbrella Liability: $1 C,000,000 per occurrence incluoing coverage excess of the Commercial General Liability, Automobile Liability, Employers Liability, and Worker's Compensation. Subcontractors to the Construct:on Manager are required to maintain Umbrella Liability Insurance per occurrence including excess of the Commercial General Liability, Automobile Liability. Employer's Liability : and Worker's Compensation, as follows: § 11,1.1.1.4.1 Type I Subcontractors - Demolition, Electrical, Eievator, Excavation, Fencing, Mechanical. Plumping including excavation, Sewer/Water, Underground Utilities, Masonry. Structural Steel Erection. Rough Carpentry, Roofing, Fire Protection, and $2.000.000 occurrence/aggregate excess/umbrella. § 11 1,1.1.4.2 Type El Subcontractors . Curtain Walls. Windows. Glass and Aluminum. Plumbing without excavation. Concrete Flatwork, Asphalt Paving, Waterproofing, Metal or Vinyl Siding, Drywall, Plastering. Insulation, EFIS Systems. Overhead Doors. Finish Carpentry, Landscaping Signs. Flagpoles. and similar: $1,000,000 occurrence/aggregate excess/umbrella or General Liability limits with per project aggregate. §11 1.1:4.3 Type III Suocontractors: Floor Covering, Millwork, Painters, Wallpaper, Floor Finishes, Cabinets, Caulking, Toilet Partitions, Telephone/Security/Audio Systems. Miscellaneous Specialties, Kitchen Equipment, All Suppliers. and similar: No umbrella/excess required if subcontractor meets the General Liability requirements. 11.1.1.1.5 Owner's Contractcr's Protective: the Construction Manager shall purchase and maintain for the life of this Agreement. Owner's and Contractors Protective Liability naming Owner/County of Oakland to protect tne Owner/County from actions of the Construction Manager. contractors aria/or their subcontractors in the minimum amount of 55,000,000 per occurrence and 55,000,000 aggregate. This coverage Is to be written on an occurrence basis. This is a reimbursable experse to the Construction Manager. 11 a 1.1.6 Errors and Omissions Liability: with mlnimum limits of 51,000,000 each claim and 51,000.000 aggregate to cover all damages from all acts, errors or omissions. Coverage shall, if written on claims made basis, have a tai i of no less than three (3) years or the relevant statute of limitations duration. Such insurance potty shall be available for the inspection of the Owner. who shall receive at least s;xty (60) days written notice of any material change, non-renewal, or cancellation. 11.1.1.2 All Certificates of Insurance and insurance Policies of the Construction Manager, contractors and/or their subcontractors, shall comply with the following clauses and/or conditions: 11.1.1.2.1 All policies of insurance, except where expressly prohibited, shall be endorsed to name Owner and The County of Oakland and County Agents as Additional Insureds. Oakland Coun:y Oak Po rte Cornector 10/29/2010 Page 18 of 25 SUPPLEMENTARY CONDITIONS 11:1.1.2.2 M insurance required of the Construction Manager, contractors and/or their subcontractors, including Owners and Contractors Protective Liability. sha.11 be on a primary, non-contributory basis with any other insurance or self-insurance carried by the Owner/County. 11.1.1.2.3 All insurance policies shall be endorsed to include a written waiver of subrogation naming the Owner and The County of Oakland and County Agents, except those policies, which automatically grant waiver of subrogation rights to the insured. The Construction Manager, contractors and/or their subcontractors and their 'nsuranee carriers agree to waive any rights of recovery or any rights of recovery by their insurer against the Owner/County. 11.1.1.2.4 The insurance comoany(s) issuing the policy or policies shall have no recourse against the Owner or the County of Oakland or County Agents for payment of any premiums, deductibles, self-insured retentions or for assessments under any form of policy. 11.1.1.2.5 The term 'insured is used severally. not collectively. 11.1.1.3 All certificates are to provide sixty (60) days written notice of material change, non-renewal. or cancellation and must name the Owner/County of Oakland as Additional Insured and shall specifically include the :lability assumed hereunder by the Construction Manager, contractors and/or their or subcontractors Certificates of insurance must be provided no less than ten (10) working days before commencement of work to the County of Oakland Risk Management Division, 2100 Pontiac Lake Rd., Bldg 41W. Waterford. MI 48328. and must bear evidence of all required endorsements. conditions. and clauses. 11 1.1.3.1 All Insurance carriers are subject to the approval of Owner and County of Oakland and must oe licensed and approved to do business in Michigan, and possess and maintain a minimum A.M. Bests Rating of A:VI. 11.1.1,3,2 All insurance coverage and limits are subject to the approval of Owner and County of Oakland as to conformity with Agreement requirements. 11.1 1,3.3 If any of the required insurance policies expire during the term of this Agreement. including guarantee period and warranty work. the Construction Manager, contractors and/or their subcontractors shall deliver proof of renewal and/or new policies at least ten (10) days prior to the expiration date. 11,1.1.4 In the event that claims in excess of the insured amounts provided are filed by reason of any operations under tne services provided by the Construction Manager, Contractor and/or their subcontractors. the amount of excess of such claims, or any portion thereof, may be withheld from payment due until such time as the Construction Manager, Contractor and/or their subcontractors shall furnish such additional security covering claims as may be determined by the Owner and County of Oakland. 11.1.1.5 Coverage under liability and property damage insurance shall specifically include coverage for Explosion, Collapse and Underground hazards, including damage to property arising directly or indirectly from explosion. damage or structural injury to buildings or adjacent structures arising from operations under this Agreement, including excavation or tunneling and damage sustained by wires, conduits, mains, sewers and the like, occasioned by the contractor's and/or their subcontractors subsurface operations (if applicable) 11.1.2 The Construction Manager shall require contractors and/or their subcontractors, if any, not protected under the Constructon Manager's insurance policies, to procure and maintain insurance that meets tne requirements of Articles 11.1 through 11.4 inclusive (excluding sections 11.1.1 1.5 and 11.1.1.1.6). except that the limits stated in 11.1 inclusive may be adjusted downward by agreement of the Owner and Construction Manager depending upon the work to be performed by the sub-contractor Oakland County Oak Pointe Connector 10i29,2010 Pay Q 13 Df 25 SUPPLEMENTARY CONDITIONS 11.1.3 All contactors' and/or their sub-contractors insurance carriers are subject to the approval of Owner and County of Oakland and shall pe licensed and approved to do business in Michigan, and possess and maintain a minimum A.M. Bests Rating of A:VI. 11.2 OWNER'S LIABILITY INSURANCE 11.2.1 The Owner may. at its option. maintain such insurance or self insurance as will protect it from its contingent liability of otners for damages because of bodily injury, including death, that may arise from operations under this Agreement, and any other liability for damages that the Construction Manager. their contractors and/or subcontractor is required to insure under any provision of this Agreement. This insurance is not for the benefit of the Construction Manager their contractor or subcontractor. 11.3 PROPERTY INSURANCE § 11.3,1 The Owner will secure and maintain Installation — Builders Risk insurance from Chubb Insurance in the form previously provided to Construction Manager, for all of tne work to be performed on the facrity site, against direct physical loss or damage to the Work. An exemplar declaration sheet is attached hereto as Attachment E. § 11.3.1.1 The policy will insure the interest of the Owner. the County. the Construction Manager, and all subcontractors as their interest may appear at the time of loss or damage to the facility § 11.3 1.2 The policy will be written on a 100% replacement cost basis and will insure against all risk of oirect physical loss or oarnage to all materials, supplies, machinery, equipment, scaffolding, temporary structures and other property of a similar nature, all of which are to be used in or incidental to the erection of the building. § 11.3.1.3 The insurance purchased hereunder is not intended to cover the tools, small tools, equipment. and other such personal property of Construction Manager. Contractor and/or their subcontractors The risk of loss as to all such personal property shall be borne by the Construction Manager. Contractor and/or their subcontractors. Construction Manager, Contractor, and/or their subcontractors waive all rights against Owner for damage or loss of such personal property. The Construction Manager shall require similar waivers in writing from its contractors and/or their subcontractors prior to their commencing operations. § 11 3.1.4 Boiler and Machinery Insurance. Not applicable. § 11.3.1.5 Loss of Use Insurance. The Owner, at tne Owner's option. may purchase and maintain such insurance as w01 insure the Owner against loss of use of the Owner's property due to fire or other perils. § 11.3.2 Subrogation clause: It is hereby stroulateo that this insurance shall not be invalidated should the insured waive in writing prior to a loss any or all right or recovery against any party for loss occurring to the property described herein. § 11 3,3 The insured loss. '14 any. is to be adjusted with and payable to the Owner. Construction Manager shall submit to Owner for prior approval, any documents concerning insurance premiums required under the Contract Documents to be paid by Construction Manager on behalf of the owner. Owner she.' be entitled to receive dividends, interest. price reductions, rebates. and the like received from insurance companies by Construction Manager Reimbursement to Owner for said item is to be made whether related to separate insurance premium return or proportional return for several policies and whether or not made in subsequent years. 11.3.4 The Owner may, at its option, provide the Construction Manager a copy of each policy that includes insurance coverage indicated by this section 11.3. Oakland County Oak Pointe Connectu 1012912010 Page 23 of 25 SUPPLEMENTARY CONDITIONS 11.3.5 Waivers of Subrogation - The Owner and Construction Manager waive all rights against (1) each other and any of their contractors and subcontractors, agents and employees, each of the other. and (2) the Architect. Architect's consultants, separate contractors if any, and any of their subcontractors, egelite arid einpluyees. for damages caused by fire or other perils, only to the extent covered by property insurance obtained pursuant to this Paragraph 11.3 or property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiauciary. The Owner or Construction Manager, as appropriate, shall require of the Architect. Architect's consultants, separate contractors, if any. and the subcontractors, suo-subcontractors. agents and employees of any of them, by appropriate agreements. written where legally required for validity, similar waivers each in favor of otner parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement cr otherwise. A waiver of subrogation shall be effective as to a person or entity even though tnat person or entity would otherwise have a duty of indemnification. contractual or otnerwise did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. 11.3.6 A loss insured under Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any app icatre mortgagee elause and of this Article. 1 1.3.7 The Construction Manager shah pay their contractors ana/or their subcontractors their just shares of insurance proceeds received by the Construction Manager, and through appropriate agreements, written where legally required for validity, shall require contractors and their subcontractors to make payments to their sub-subcontractors in similar manner. Delete Paragraph 11 4 and replace with the foliowing: 11.4 PERFORMANCE BOND AND PAYMENT BOND 11.4.1 The Construction Manager shall require all subcontractors to furnish a Performance Bond covering faithful performance of tie Contract and a Payment Bond covering payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Docunienta un tire dale of execution of the Agreement. 11.4.1.1 The Performance Bond shall be in an amount equal to one hundred percent (100%) of the Agreement Sum as security for the faithful performance of the Subcontract, and the Payment Bond shall be in an amount equal to one hundred percent (100%) of the Subcontract Sum as security for payment of all persons performing labor and for payment of all materials furnished in the work of the Subcontractor. These Bonds may be in one or in separate instruments. Each Performance Bond snail name Owner and Construction manger as obligees. 11.4.2 u oon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Agreement, the Construction Manager shall promptly furnish a copy of the bonds or shall permit a copy to be made. 11.4.3 The Owner shat, have the right to require the Contractor to furnish bonds covering faithful performance of the Agreement and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Agreement. 11.4.4 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obiiaations arising under trio Agreement, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy to be made. 11.4.5 All Subcontractors shall use a Surety for its Performance Bond from one of the "companies holding Certificates of Authority as acceptable Sureties in Federal bonds and as Acceptable Reinsuring Companies: Dept. Circ. 570, 2000, revision, Treasury Department, Federal Oakland County Oak Pointe Connector 10/29/2010 Page 21 of 25 SUPPLEMENTARY CONDITIONS , Register. Volume 40. Number 133, Part 111 as adopted by Michigan Department of Treasury. The subcontractor shall use a surety company that can underwrite the entire amount of the Performance Bond. Underwriting limitations for the acceptable companies are aiS0 contained in Circular 570. Said Performance Bond and Payment bond shall be as security for: 11.4.6.1 The faithful performance of all provisions cf the Subcontract and satisfactory completion of the work included thereunder. 11.4.6.2 The payment of all persons perforreing labor and furnishing materials in connection with the Subcontract. 11.4.6,3 The covering of all guarantees included herein. 11.4.6.4 In addition to (.1). (.2) and (.3) above. all Subcontractors Bonds shall warrant their work (see Subcontractor contract Article 9.10) Subcontractor shall extend the warranty period from one year to two years. 11.4.7 Bond shall be executed on a form acceptable to Vie Owner such as AIA Standard Form A311. two-part Performance Bond and Payment Bond, or other forms consistent with such wording. The Agreement amount shall De shown on each part. Revisions to: ARTICLE 12; UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1,1 To section add the phrase 'with concurrence of the Owner" immediately after the word "Architect's request" and before the words "be uncovered" and delete 'the Architects'' before "examination 12.1.2 To the section 12.1 2, add the pf.rase "with concurrence of the Owner" in first sentence immediately after the words "may request and before the words "to see". 12.2 CORRECTION OF WORK 12.2.1.1 To section 12.2.1.1, add the phrase "with concurrence of tne Owner" in first sentence immediately after the word' Architect" and before the words or failing". Add the following to tee end of section 12.2.3 of section 122: When any such Work is found. the entire area of work involved shall be corrected unless the Construction Manager and/or contractor can completely define the limits of the work to be removed. Additional testing, sampling, or inspecting needed to define non-conforming work shall be at the contractor expense. Construction Manager shall employ the Owners independent testing laboratory, or a mutually satisfactory independent testing laboratory, if any. ,f such services are required. Corrected work shall be re-tested as required to comply with the Contract Documents at the contractor's expense. The testing of corrected work shall be at the contractor's expense.' Revisions to: ARTICLE 13; MISCELLANEOUS PROVISIONS 135 TEST AND INSPECTIONS In the third sentence add "and Owner' following both reference to "Architect". Add the following section 13.5 1.1 to section 13.5.1 of section 3.5: Work instalied without the proper tests. nspections and approvals by the appropriate Agency may be subject to removal and replacement as directed by the Owner's Representative at the contractor s expense.' Oakland County Oak P.7,inte Connector 10/29/2010 Page 22 of 25 SUPPLEMENTARY CONDITIONS 13.5.2 In tne first sentence of section 13,5.2. delete the phrase the Architect will, upon written authorization from and add -shah" following Owner. Also in the first sentence, add "and Owner' following the second and third references to "Architect". 13.5.4 In section 13.54. :-eplace "Architect' with "Owner' Add the following section 13 5.3 1 to section 13.5.3 of section 13.5: 13.5.3.1 Failure to detect any defective work or product will not in any way prevent later rejection when such defect is discovered, nor will it obligate the Owner to final acceptance. Corrective measures when required shaf be executed to the full satisfaction of the Owner's Representative and without cost to the Owner. Add the following section 13.8 anc its sections to ARTICLE 13: 13.8 EQUAL EMPLOYMENT OPPORTUNITY 138.1 The Construction Manager and/or contractor shah maintain policies of employment as fo:lows: 13.8.11 The Construction Manager and all subcontractors shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin. marital status or age The Construction Manager and/or contractor shall take affirmative action to insure that applicants are employed, and that employees are treated during employment without regard to their race. religion, color, sex, national origin, marital status or age Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertsing: layoff or termination; rates of payor other forms of ccmpensation; and selection for training, including apprenticeship. The Construction Manager agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the policies of non-discrimination. 13.8.1.2 The Construction Manager and all subcontractors shall in all solicitations or advertisements for employees placed by them or al their behalf, state that all qualified applicants will receive consideration for employment without regard to race. religion, color, sex, national origin, marital status or age. 13.8.13 Ail employment practices used by the Construction Manager and/or contractor shall be in accordance with the provisions of State of Michigan Act No.251, Public Acts of 1955, as amended. which may be in effect prior to receiving of bids for this project and shall comply with all Federal (Compliance Responsibility for Equai Opportunity, Chapter 60,60 -1,44 No.1 - 7) and State (Standards and Procedures for Executive Directive 1975-6, Section 11-c and V- A & B) and related Federal and State laws and regulations. 13.8.1.4 In the event of the Construction Manager's and/or contractor noncompliance with the nondiscrimination clauses of this Agreement or with any of such rules, regulations or orders, this Agreement may be canceled. terminated or suspended in whole or in part. Revisions to: ARTICLE 14; TERMINATION OR SUSPENSION OF THE AGREEMENT 141.1 In section 14_1.1, modify '30 consecutive days" to read "60 consecutive days". 14.1. .3 In section 4.1 1 3, delete the phrase beginning and ending with "because". Add the following section 4.2.1.5 to section 14.2.1 of section 14 1 14.2.1.5 If the work is stopped for a period o160 days through no act or fault of the Owner or agents of the Owner because the Construction Manager has persistently failed to fulfill the Construction Manager s obligations under the Contract Documents with respect to matters Oakland County Oak Pointe Cor nectcr 10/29/2010 Page 23 of 25 SUPPLEMENTARY CONDITIONS • important to the progress of the Work, the Owner may, upon seven additional days notice to the Construction Manager and Architect, terminate the Agreement and recover from the Construction Manager as provided in section 14.2.2.4 14.2.2 In the section 14 2.2, delete the phase "upon certification by the Architect that sufficient cause ex:sts to justify such action" Add the following section 14.2.2.4 to section 14.2.2 of sectior 14.2: "Recover from the Construction Manager costs for the repair for Work executed which is not in conformance with the Contract Documents and requires repair." Revisions to: ARTICLE 15; Claims and Disputes 15.1.2 In section 15.1.2, change time periods from "21 days" to "60 (Jays" in the first and second lines of section 15.1.2 Add the following anguage to section 15.1.5.2.1: 15.1.5.2.1 "Allowance for oac weather, except abnormally bad weather, shall be made by the Construction Manager in preparing the progress schedule and Construction Manager shall agree to the time or dates of completion therein. Refer to section 8.2.4 in this Supplementary Conditions for additional requirements." Add the following to section 15.1.5.3: 15.1.5.3 No extension of time will be allowed for correcting faulty work." Add the following section 15.1.5.4: 15:1.5.4 Any claim for additional time or compensation not expressly preserved by written notice is waivea. 15.-1.6 Delete section 15,1.6 in its entirety. 15.2 INITIAL DECIS.'ON 15.2.1 Change all references to "mediation" to "Alternative Dispute Resolution pursuant to section 153. 15.2.5 Delete last sentence and replace with: -The initial decision shall be final and binding on the parties but subject to Alternative Dispute Resolution and. if the parties fail to resolve their dispute pursuant to Alternative Dispute Resolution, to all remedies available under section15 3.4: 15.2.6 Replace "mediation . with "Alternative Dispute Resolution pursuant to sectionl 5.3". 15.2.6.1 Replace the first and second references to 'mediation" with "Alternative Dispute Resolution" and delete from "waive" through to end and replace with - "waive their rights to proceed under section15.3 with respect to the initial decision." 15.3 ALTERNATIVE DISPUTE RESOLUTION Sections 15.3.1 through 15.4.4 3 shall be deleted in their entirety and replaced with the following new sections 15.3.1 through 15.3.5. Oakland County Oak Ponte Connector I 0129/2010 Page 24 of 25 SUPPLEMENTARY CONOITIONS • • • 15.3.1 Any Claim arising out of or related to the Agreement, except Claims relating to aesthetic effect and except those waived as provided for in sections 4.3.10. 9.10.5 shall, after initial decision by the Architect or thirty (30) days after submission of the Claim to the Architect, shall be resolved arid decided accui ding to the prowsions set forth in sections 15.3.2 through and including 15 3.6 as set forth below. 15.3.2 Non-Binding Facilitation. The parties necessary to a complete resolution of the dispute shall submit their claim, dispute or other matters in question to a neutral Facilitator selected by the parties to the dispute who will assist in the resolution of the dispute. 15.3.2,1 Facilitation is defined as: A process to reconcile conflicting parties and settle disputes. 15.3.3 Non-Binding Mediation. It the parties are unable to settle their claims through facilitation, they shall participate in non-binding mediation. The mediation shall be conducted pursuant to the provisions of the Michigan Court Rules. The mediation shall be without sanctions. The parties shall select the individual mediators and agree on compensations_ 15.3.4 OTHER REMEDIES AT LAW OR EQUITY In the evert that the parties are unable to settle their dispute through the Non-Binding Facilitation pursuant to section 15.3.2 or Non-Bincing Mediation pursuant to section 15.3.3, then the parties shall nave all remedies available at law and/or equity. 15.3.5 Tilt pdrLiebpei,ifii,d Ily acknowledge the Jurisdiction of the Oakland County Circuit Court. 15.3.6 The pdrtie bporitzlly agree that Venue is proper in Oakland County, Michigan. Oakland County Oak PoInte Cornector 10129;2010 Page 25 of 25 SUPPLEMENTARY CONDITIONS ADDITIONS AND DELETIONS; The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Acichtions and Delebans Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. Tits document has mportant legal consequences Consultation with an attorney is encouraged with 7espect :0 its completion or modification. AlA Document A201" — 2007 , . • : • General Conditions of the Contract for Construction for the following PROJECT: (Name and hwation or address) Oakland Pointe Connector Project 10-163 230/250 Elizabeth Lake Road Pontiac, :v1I 48341 THE OWNER: (Vame. legal status- and ackirtus„/ County of Oakland, a Michigan Constitutional and Municipal Corporation By and through its Department of Facilities Management 1200 N. Telegraph Road Pontiac, MI 48341 THE ARCHITECT: (Name, legal straus and aclal'essi TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS AIA Document A201 = 2007. Copriohl l 911. 1015 '910, 1925. 1937. 1051 1958, 1961. 1963. 1966 1970. 1976. 1987. 1997 and 2907 by The American Institute Of Arehltects. All rights reserved. . . . . ;I I J. •,' . . . . . th- -his document was produced by "NIA software al 19-05-37 on 10(2912010 under Order No 9131052315_i which expires on 19/21(2011 aid 5 not rer resa e. User Notes: (1755386075) Unit 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES AA Uocument A201 — 2007. Copyright g) 'a1 1 . 1 94 5 4 9'8, 1925 1937.4 951 1958, 1981 19C3. 1966. 1970, 1976 1987 1997 and 2007 by The American•hilt Institute of Architects. Al rights reserved. 11 thc docuriert was produce() by A IA software a; 10:05:37 cr. 10/29/2010 under Order N0913102315_1 which expires on 13/21/2011 and 's rot for re):a e User Notes: ;:1768385875) 1nit INDEX Architect's Additional Services and Expenses (Topics and numbers Jr. bold are section headings.) 2.4.1, 11.3.1.1, 12.2.1, 13,5.2, 13.5.3, 14.2,4 Architect's Administration of the Contract 3,1,3, 4,2, 3.7.4, 15.2, 9.4.1, 9.5 Acceptance of Nonconforming Work Architect's Approvals 9,6.6. 9.9.3. 113 2.4.1, 3,1.3, 3.5, 3.10.2, 4.2.7 Acceptance of Work Architect's Authority to Reject Work 9,6,6. 9.8.2, 9,9,3, 9,10,1, 9.0,3, 12.3 3.5, 4.2.6, 12,1,2, 12.2.1 Access to Work Architect's Copyright 3.16. 6,2,1, 12.1 1. :.7, 1.5 Accident Prevention Architect's Decisions 10 .3,7,4. 4.2,6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4,2.14, 6.3, Acts and Omissions 7.3.7. 7.3.9, 8.1.3, 8.3.i. 9.2, 9.4.L 9.5, 9.8.4, 9.9.1, 3.2, 3,3.2, 3.12.8, 3.18, 4.23, 8.3,1, 9.5.1. 10.2.5, 13.5.2, 15.2, 15.3 10.2.8, 13.4.2, 13.7. :4.1, 15.2 Architect's Inspections Addenda 31.4, 4.2.2, 4.2.9, 9.4,2, 9,8,3, 9.9.2, 9.10.1, 13.5 1.1.1, 3.1 :.1 Architect's Instructions Additional Costs, Claims for 3.2.4, 3.3.1, 4,2.6, 4.2.7, 13.5.2 3.7.4, 3.7.5, 6.1.1. 7.3.7.5. 10,3. 15.1,4 Architect's Interpretations Additional Inspections and Testing 4.2,11, 4.2.12 9.4.2, 9,8.3, 12.2.1, 13.5 Architect's Project Representative Additional Insured 4.2,10 I 1.1.4 Architect's Relationship with Contractor Additional Time, Claims for 1.1,1 , 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 1.5, 3,2,4, 3,7.4, 3.7.5. 3.10.2, 8.3,2. 15.1.5 3.7.4, 3.7.5. 3.9.2, 3.9.3, 3.10, 3.11,3.12, 3.16, 3,18, Administration of the Contract 4.1.2, 4.1,3, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9,2, 9,3, 9.4, 9.5, 3.1.3, 4.2, 9.4, 9.5 9.7, 9.8, 9,9, 10.2.6. 10.3, 11.3.7, 12, 13.4.2, 13.5, Advertisement or Invitation to Bid 15.7 1.1.1 Architect's Relationship with Subcontractors Aesthetic Efleet 1.1.2, 4.2.3, 4.2.4, 4,2.6, 9.6.3, 9.6.4, 11.3.7 4.2.13 Architect's Representations Allowances 9.4.2, 9,5,1. 18. 7.3.8 Architect's Site Visits All-risk Insurance 3,7_4, 4.2,2, 4.2.9, 9.4.2, 9.5.1, 9,9.2, 9.10.1, 13.5 11.3.1, I 1.3.1.1 Asbestos Applications for Payment 10.3.1 4.1 .5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 0.7, 9,10. Attorneys' Fees 11.1.3 3.18.1.Q.10.2. 10.3.3 Approvals Award of Separate Contracts 2,1.1, 2.12. 2,4, 3.10,2, 3.12.8, 3.12.0, 3.12.10, 6.1.1, 6.1.2 4.2.7, 9.3.2, 13.5.1 Award of Subcontracts and Other Contracts for Arbitration Portions of the Work 8.7.1, 11.3.10, 111.1, 15.3.2, 15.4 5.2 ARCHITECT Basic Definitions 4 1.1 Architect, Definition of Bidding Requirements 4.1.1 1,1,1, 5.2.1, 11.4.1 Architect, Extent of Authority Binding Dispute Resolution 2.4.1, 3.12.7, 4.1, 4.1. 5.2, 6,3, 7. :.2, 7,3,7. 7.4, 9.2, 9,7, 11.3.9, 11.3.10, 13.1.1, 15.2.5, 15.2.6.1, 15.3.1, 9.3.1, 9.4, 9,5. 9,6,3. 9.8, 0.10,1. 9.10_3, 12,1, I 2,2, I, 15.3.2, 15,4,1 13,5.1, 13.5.2, 14.2.2. 14.2.4, 15.1.3, 15.2.1 Boiler and Machinery Insurance Architect, Limitations of Authority and 11.3.2 Responsibility Bonds, Lien 2,1.I, 3.12.4, 3.12.8, 3.12.10, 4.1,2, 4,2,1, 4,2,2. 7.3.7.4, 9.1.0.2, 9.110,3 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4,2,13, 5.2.1, 7.4, Bonds, Performance, and Payment 9.4.2, 9.5.3, 0.6.4, 15.1.3, 15.2 7.3.7.4, 9.6.7, 9.10,3, 11.3.9, 11.4 CA Document AZOV" - 2007. Codyrrgn1 19'1 '915. 1919 1925. 1937. 1951 1958 1961. 1963. 1966. 1970. 1976. 1987, 1997 and 2007 by The American Instrlote of Arch lects, All rights reserved. . . Ii's doc;.:ment was croduced by AAA $crrtovare at 10:05.37 on 10/29/2010 under Order N0.9131052315_1 Witch exmres on 14/21/2011, a^:i is not tor resalP USer Notes: (1260385875) Building Permit 3.7.1 Capitalization 1.3 Certificate of Substantial Completion 9,8,3, 0,8.4, 9.8.5 C:ertificalcs for Payment 4.2,1, 4.2.5, 4.2.9. 9..3,3. 9.4, 9.5, 9.6.1, 9.6,6. 0,7, 9.10.1, 0.10.3, 1411.1 14.2.4, 15.1.3 Certificates of Inspection. Testing or Approval 13.5.4 Certificates of Insurance 9.10.2, I 1 .1.3 Change Orders 1.1.1, 2.4.1, 14.2, 3.7.4, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8, 5.2.3. 7.1.7, 7.1.3, 7.2, 7.3.2, 7.3.6, 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 7.2.1 CHANGES 1N THE WORK 2,2.1, 3.11, 4.2.8, 7, 7.2.1. 7.11. 7.4, 8.3.1 , 9.3.1.1, 11,3.9 Claims, Definition of 15.1.1 CLAIMS AND DISPUTES 3.2.4, 6.1.1, 6.1 7.3.9, 9,3,3, 9,10.4, 19,3.3, 15, 15.4 Claims and Fitnely Assertion of Claims 15.4.1 Claims for Additional Cost 3.2.4, 3.7.4, 6.1.1, 7.3.9. 10.3.2, 15.1.4 Claims for Additional Time 3.2,4, 3.7.46.1.1, 8.3.2, 10.3.2, 15.1.5 Concealed or Unknown Conditions, Claims for 3.7.4 Claims for Damages 3,2,4, 3.18. 611, 8.3.3. 9,5,1, 9.6.7. 10.3.3, 11,1,1. 11,3.5, 11,3.7. 14.1.1 14.2.4. 15.1,6 Claims Subject to Arbitration 15.3.1, 15_4.1 Cleaning Up 3.15, 6.3 Commencement of the Work, Conditions Relating to 2.2.1, 3.2.2, 3.4.1, 3.7.1,10,1, 3.12.6, 5.2.1, 5.2.3. 6,2,2, 8.1.2, 8,2.2, 8.3.1, 11.1, 11.3.1. 11.3.6, 11.4.1, 15.1.4 Commencement of the Work. Definition of 8.1.2 Communications Facilitating Contract Administration 3.9.1, 4.2.4 Completion. Conditions Relating to 3.4.1. 3.1 3.15, 4.2.2, 4.2,0, 8.2, 0.8, 9.9.1, 9.10, 12.2. 13.7, 14.1.2 COMPLETION, PAYMENTS AND C-ompletion, Substantial 4.2.9. 8. I. 1 8.1.3, 8,2.3. 9.4.2. 9,8, 9,9.1. 9.10.3. 12.7, 13.7 Compliance with Laws 1.6.1. 3.2.3, 3.6, 3.7. 3.12.10, 3.13, 4.1.1, 9.6,4, 10.2.2, 11.1, 11.3, 13.1, 13.4. 13.5.1. 13.5.2, 13.6, 14,1.1. 14.2.1.3, 15.2.8, 15.4.2. 15.4.3 Concealed or L:nknown Conditions 3.7.4, 4,18, 8.3.1, 10.3 Conditions Mite Contract 1,1.1. 6.1.1, 6.1.4 ('unseni, Written 3.4.2, 3.7.4. 3.12.8, 3.14.2, 4.1,2, 9.3.2, 9.8.5, 9.9.1, 9.I0,2,9,10,3. 11.3.1, 13.2, 13.4.2. 15,4.4.2 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4.6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1.1.1, 3.4.2, 3.12.8, 4,2.8. 7.1.1, 7.1.2, 7,1.3, 7.3. 9.3.1.1 Construction Schedules, Contractor's 3.10. 3.12.1, 3.12.2. 6.1.3. 15.1,5.2 Contingent Assignment of Subcontracts 5.4, 14.2.12 Continuing Contract Performance 15.1.3 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF 'ME 5.4,1.1, 11.3.9, 14 Contract Administration 3,1.3,4. 9.4, 9.5 Contract Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.3.6, 11.4.1 Contract Documents, Copies Furnished and Use of 1.5.7, 2.7 .5, 5.3 Contract Documents, Definition of 1.1.1 Contract Sum 3.7.4, 3.8, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9,4.2, 9.5.1.4, 9.6.7, 9.7, 103.2, 11.3.1, 14.2.4, 14.3,2, 15.1,4, 15,2.5 Contract Sum, Definition of 9.1 Contract Time 3.7.4, 3.7.5, 3.10.2, 5.2.3. 7.2.1,3, 7.3.1, 7,3.5, 7.4, 8.1.1, 8.2.1, 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 14.3.2, 15.1.5.1, 15.2.5 Contract Time, Definition of 8.1.1 AIA Document A291TM' — 2097 Ccpyr.olit V1911.1915 198 '925. 1937 1951 1958 1961. 1962. 1966 19 70, '975, 1987: 1997 and 2007 by The American Insutute o' At ett.tects. All rights reserved. • T'is document was produced by MA software am '0:0537 on -10129/2010 under Order No.9131052315_I which expires On 10/21120' 1 and nnt tot resa[e, User Notes: t170385875) CONTRACTOR 3 Contractor, Definition of 3.1, 6.1.2 Contractor's Construction Schedules 3.10, 3.12.1, 3.12.2, 6.1,1, 15.1.5.2 Contractor's Employees 3.3.2. 3.4.3, 3.8.1, 3.0, 4.2.3, 4.2.6, 10.2, 10.3. 1 1 .1.1, 11.3.7, 14.1, 14.2,1, I Contractor's liability Insurance 11.1 Contractor's Relationship with Separate Contractors and Owner's Forces 3,12.5, 3.14.2. 4.2.4. 6. 11,3_7, 12,1.2. 12..2.4 Contractor's Relationship with Subcontractors 1.2.2, 3.3.2, 3.18.1. 3.18.2. 5, 9.6.2. 9.6.7, 9.10.2, 11.3,1.2, 11.3.7. 11,3.8 Contractor's Relationship with the Architect 1,1.2, 1.5, 3.1.3, 3.2,2. 3.2.3, 3.2.4, 3.3.1, 3.4.2. 3.5, 3.7.4, 3.10, 3.1 1, 3.12, 3.16„3,I8, 4.1,3.4.2. 5.2. 6.2.2, 7, 8.3,1. 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9. 10.7.6, 10.3, 11.3.7, 12. 3.5, 15.1.2, 15.2.1 Contractor's Representations 3.2.1, 3.2.2, 3.5, 3,12.6. 6,2.2, 8.2.1, 9.3,3. Contractor's Responsibility for Those Performing the Work 3.3.2, 3.18. 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 1.7 Contractor's Riehi to Terminate the Contract 14.1, 15.1.6 Contractor's Submittals 3.10. 3.11, 3.17.4. 4.7.7, 5.2.1, 5.2.3. 9.2, 9.1, 0.8.2, 9,9,1, 9,10.2. 9.10.3, 11.1.3, 11.4.2 Contractor's Superintendent 3.9. 0.2.6 Contractor's Supervision and Construction Procedures .2.2. 3,3. 1.4, 3.12 10, 4.2.2, 42.7. 6.1.3, 6.2.4. 7,1,3, 7,3.5, 7.3.7. 8.2, 10, 12, 14, 15.1.3 Contractual Liability Insurance 11.1.1.8, 11.2 Coordination zind Correlation 1.2, 3.2.1, 33.:, 3.1C, 3,12.6. 6.1.3. 6.2.1 Copies Furnished of Drawings and Specifications 2.2.5. 3,1 I Copyrights 1.5. 3.17 Correction of Work 2.3. 2.4, 3.7.1. 9.4,2, 9,8,2, 9.8.3, 9.9. I_ 12.1.2. 12.2 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.7 Costs 2.4.1, 1.2.4, 3,7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7,3.3,3, 7.3.7, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10,3,6, 11.3, 12.1.2, 12,2.1, 12.2.4, 13.5, 14 Cutting and Patching 3.14. 6.2.5 Damage to Construction of Owner or Separate Contractors 3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 1 Ill, 11.3, 12.2,4 Damage to the Work 2,14,2.9,9.1, 10.1 1.2, 10.2.5, 10.4.1. 11.3.1, 12.2.4 Damages, Claims for 3.2.4. 3.18, 6.1.1, 8.33, 9.5.1, 9.6.7. 10,3.3, 11.1.1, 11,3,5, 11.3.7, 14,1,3, 14.2.4, 15,1.6 Damages for Delay 6.1.1. 8,3.3, 9.5.1.6, 9.7, 10.3.2 Date of Commencement of the Work. Definition of 8,1.2 Date of Substantial Completion, Definition of 8.1.3 Day. Definition of 8.1.4 Decisions of the Architect 3.7.4, 4.2.6, 4.2.7, 4,2.11. 4.2.12, 4.2.13, 15.2, 6.3, 7,3,7, 7,3,9, 8,1,3, 8.3.1. 9.2, 9,4, 9.5.1, 9.3.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4, 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 2.3.1, 2.4,1, 3.5, 4.2.6, 6,2.5, 9.5.1, 9.5.2, 9.6,6, 9.8.2, 9.0.3, 9.10.4, 12.2.1 Definitions LI, 2.1,1, 3.1.1, 3.5,112,1, 3,12.2, 3.12.3, 4.1.1, /5.1.1, 5,1, 6.1.2, 7.2,1, 7.3.1, 8.1, 9,1,9.8.! Delays and Extensions of Time 3,2, 3,7,4, 5.2.3, 7.2.1, 7.3,1, 7.4, 8.3, 9.5.1, 9,7, 10.3.2, 10.4,1, 14.3,2, 15.1.5, 15.2,5 Disputes 6.3, 7.3.9, 15.1, 15.2 Documents and Samples at the Site 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Use and Ownership of 3.11 Effective Date of Insurance 8.2.2, 11.: .2 Emergencies 10.4, 14.1.1.2, 15.1.4 Entploy..ees, Cor.tractor's 5,3.2, 3.4.3, 3.8.1, 19, 3.18.2, 4,2.3, 4.2.6, 10.2, 10.33, 11.1.1, 1 1.3.7, 14,1, 14.2,1.1 AlA Document A201 -1" - 2007. Copigh 0 1011 19'S. '019 1025. 1937. 1951, '958. 1961, 1963 1466, 1970. 1976, 1 887 1997 and 2007 by The American Insklute of Architects, All rights reserved. dm:to-pent was produced by A IA software 3110 05.37 on 1012912010 under Order No 9131052315_1 Which elates on 10/21/20 1 1. d'-u 5 not tot resale User Notes: (1764385875) Init Equipment, Labor. Materials or Instruments of Service, Definition of 1.1.3, 1.1.6, 3,4, 15, 3.8_2, 3.8.3, 3 2, 113.1, 1151, 1,1.7 4,2.6, 4.2.7, 5.2.1= 6,2,1, 7,3,7. 0.3.2, 9.1.3, 0,5,1,1, Insurance 9.10.2, 10.2.1, :0.2.4. 14.2.1.1, 14.2.1,2 3.181, 6.1.1, 7.17, 9.3.2, 9.8,4, 9.9.1, 9.10.2, 11 Execution and Progress of the Work Insurance, Boiler and Machinery 1.1.3, 1.2.1, 1.2.2, 2.2.1, 2,2.5, 3,1,1,1.1', 3.4.1, 15, 11.3.2 3.7.1„3.10.1. 3. I 2, 3.14. 4.2, 6.2.2, 7.1.1, 7,3.5, 8.2, Insurance, Contractor's Liability 9.5 .1. 9.9.1, 10.2, :0.1, 12.2, 14.2. 14,3.1, 15.1.3 11.1 Extensions of Tillie Insurance, Effective Date of 3.2.4, 3.7.4, 5.2.3, 7_2.1, 7,3, 74. 9.5.1„ 9.7. 10.3.2. 8.2.2, 11.1.2 10.4.1, 14.1, 15.1.5. 15.2.5 Insurance, Loss of Use Failure of Payment 11.3.3 9.5.1.3, 9.7, 9.10.2. 13.6, 14.1.1.3, 14.2.1,2 Insurance, Owner's Liability Faulty Work 11.2 (See Defective or Nonconforming Work) Insurance, Property Final Completion and Final Payment 10,2.5, 11.3 4.2.1, 4.2.9, 9.8,2, 9.10. 11.1.2, 11.1.3, 11.3.1. 11,3,5. Insurance, Stored Materials 12.3.1. 14.2.4, 14.4.3 0.3.2 Financial Arrangements. Owner's INSURANCE AND BONDS 2.2.1. 13.2.2, 14, i.1.4 11 Fire and Extended Coverage Insurance insurance Companies, Consent to Partial Occupancy I 1.3.1.1 9.9:1 GENERAL PROVISIONS Intent of the Contract Documents 1.2.1, 4.2.7, 4,2,12,4,2.13, 7,4 Governing Law Interest 13.1 13.6 Guarantees (See Warrantyi Interpretation Hazardous Materials 1.2,3, 1.4. 4.1.1. 5.1, 6.1.2, 15.1.1 10.2.4, 10.3 Interpretations, Written 1dentification of Subcontractors and Suppliers 4.2,11, 4.2, 12, 15.1.4 5.2,1 Judizinent on Final Award Indemnification 15 :4,2 3.17„ 3.18. 9.10.2, 10.3.5, 10.3.6, 11.11.2, Labor and Materials, Equipment 11.3.7 1.1.3, 1.1,6, 3.4, 3.5, 3.8,2, 3.8.3, 3.12, 3,13, 3.15.1, Information and Services Required of the Owner 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2. 9.3.3, 9.5.1.3, 21.2, 2.2, 3.12, 3.12.4..3.12.10, 6.1.1. 61.4, 6.2,5, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 9.6. I . 9.6.4, 9,9.2, 10,3,3, 11.2, 11.4, 13.3.1, Labor Disputes 13:5.2, 14.1.1.4, 14.1.4, 15.1.3 8.3.1 Initial Decision Laws and Regulations 15.2 1,5. 3.2.3. 3..6, 3.7. 3.12.10, 3.13.1, 4,1.1, 9.6.4, 9.9.1, Initial Decision Maker, Definition of 10.2.2, 11.11, 11.3, 13.1.1. 1“, 13.5.1, 13,5.2. .L8 13.6.1, 14, 15.2.8. 15.4 Initial Decision Maker. Decisions Liens 14.2.2. 14.2.4, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 2.1.2, 9.3.3, 9.10.2, 9.10.4, 15,2.8 Initial Decision Maker. Extent of Authority Limitations. Statutes of 14.2.2, 14.2.4, 15.1.3. 15,2.1. 15,2.2, 15.2.3. 15.14, 12.2,5, 13.7. 15,4.1.1 15.2.5 Limitations of Liability Injury or Damage to Person or Property 2.3.1, 3.21, 3.5. 3.12.10, 3.17, 3.18„1, 4.2.6, 4.2,7, 10.2.8, 10.4.1 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 10.2.5, 10.1.3, Inspections 11.1.2, 11.2, 11.1.7, 12.2.5, 13.4.2 3,1,3, 3.2.3, 3.7, I. 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.1, Limitations of Time 0.9.2, 9.10,1, 12,2.1, 11.5 2.1.2, 2.2, 2.4, 3.2,2, 310, 3.11, 3.12.5, 3.15.1, 4.2.7, Instructions to Bidders 5.2, 5.3 I. 5.4.1. 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3,1, 9.3.3, 1.1.1 9.4.1, 9.5,1.6, 9.7, 9,8, 9.9, 9.10, 11.1.3, 11.3.1.5, Instructions to the Contractor 11.3.6, 11.3.: 0, 12.2. 13.5, 13.7, 14, 15 1,2.4, 3.3.1. 1.8. I. 3.2.1= 7, 8.2.2. 12, 13.5.2 Loss of Use Insurance 11.3.3 AIA Document A201 TM 2007. Cooyr.91 'D 19' /D15 1918..925. 1937 1951. 1958. 196'. 1963 '966. 1970. 197, 1987. 1997 and 2007 by The American Institute or Archlectti. All rights reserved. Th s eoc,..ment was produced by ALA software at 1C 05 37 on 19/29/2010 wider Order No.913I052315_1 which expires an 1012112011, erea not lot resale. User Notes: (1768385875) lnit Material Suppliers Owner, Information and Services Required of the 1.5, 3.12.1, 4.2,4, 4.2.6. 5,2.1. 9,3, (;.4.2, 0,6. 2.1.2, 2.2, 3.2.2, 3,12.10. 6.1.3, 6,1,4, 6,2.5, 9.3.2, Materials, Hazardous 9.6.4, 0.9,2, 9.10.3, 10.3.3, 11.2, 11.3, 13,5.1, 10,3 13.5,2, 14.1.1.4, 14,1.4, 15.1.3 Materials, Labor, Equ:pinent and Owner's Authority 1.1.3, 1.1.6, 1.5.1, 3.4.1. 3.5, 3.8.2. 3.8.3, 3.12, 1.5, 2.1,1, 2.3.:, 2.4,1, 3.4.2, 3.8,1, 3.12.10, 3.14.2. 3.13.1, 3,15.1, 4.2.6, 4.2,7, 5,2.1, 6.2.1, 7,3.7, 9.3.2, 4.1.2, 4.1.3, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6,1, 6.3, 3, 9.511. 9.10.2, 10.2,1.2, 10.2.4, 14.2.1.1, 7.2.1, 7.3.1, 8.2.2, 8.3,1,9.3.1, 9.3,2, 9.5.1, 9,6,4, 14.2.1.2 9.9.1. 9.102. 11,1.3. 11,3.3, 11.3.10, 12.2.2. Means, Methoris, Techniques. Sequences and 12,3.1. 13.2.2, 14.3, 14.4. 15.2:7 Procedures of C'onstruction Owner's Financial Capability 3.3.1. 3,12.10. 4.2.2, 4.2.7, 9.4.2 2.2,1, 13.2.2, 14.1.1.4 Mechanic's Lien Owner's Liability Insurance 2.1.2, 15.2.8 11.2 Mediation Owner's Relationship with Subcontractors 8,3.1, 1D.3.5, 10.3.6, 15.2.1, 15.2.5, 15,2,6. 15.3. 1.1,2, 5.2, 5.3, 5.4, 9,6.4, 9.10.2, 14.2.2 15.4.1 Owner's Right to Carry Out the Work Minor Changes in the Work 2.4. 14.2.2 1.1.1, 3. i 2.8, 4.2.8. 7.1. 7.4 Owner's Right to Clean Up MISCELLANEOUS PROVISIONS 6.3 13 Owner's Right to Perform Construction and to Modifications. Definition of Award Separate Contracts 1.1.1 6.1 Modifications to the Contract Owner's Right to Stop the Work 1.1.1, 1.1.2, 3.11, 4.1,2, 4.2.1. 5.2.3. 7, 8.3.1, 9.7, 2.3 10.32, 11.3,1 Owner's Right to Suspend the Work Mutual Responsibility 14.3 6.2 Owner's Right to Tertif,nate the Contract Nonconforming Work, Acceptance of 14.2 9.6,6, 0•9,3. 12.3 Ownership and Use of Drawings, Specifications Nonconfortonnt Work, Rejection and Correction of and Other Instruments of Service 2.3.1,1.4,1, 3.5. 4.1 .6, 6.2.4, 9.8,2, 9.9.3. 1.1.1, 1.1.6, 1.1.7, 1.5, 2,2,5, 3.2.2. 3.11..1, 3.17, 9.10.4. 12,2.1 4.2.12,5.3.! Notice Partial Occupancy or Use 2.2.1. 2.3.1, 2:4,1. 3.2.4, 3.3.1, 3_7:2, 3.12,0, 5.11, 9.6,9.9 11,3.1.5 0.7, 9.10, 10.2.2, 11.1.3, 12.2.2.1, 13.3, 13.5.1, Patching, Cutting and 13.5.2, 14.1. 14.2, 15,2.8, 15.4.1 3.14. 6.2.5 Notice, Written Patents 2.31, 2.4.1,13,1, 3.9.2, 3.12.9. 3_12.10, 5.2.1.0.7. 3.17 9.10, 10.2.2, 10.1, 11.1.3, 11,3.6= 12.2.2.1. 13.3, 14, Payment, Applications for 15.2.8. 15,4.1 4.1.5, 7.3,9. 9.2. 9,4, 9.5, 9.6.3, 9,7, 9.8,5. 9,10.1, Notice of Claims 14.2.3. 14.2.4. 14.4.3 3,7,4, 10.2,8, 15.1.2. 15.4 Payment, Certificates for Notice of Testing and Inspections 4.2.5, 4.2.9, 9.3,3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 13.5.1. 13.5.2 9.10.3, 13.7, Mi. '1.3. 142.4 Observations, Contractor's Payment, Failure of 3.2, 3.7,4 9.7„ 9.10,2. 13.6, 1411.3, 14.2.1.2 Occupancy Payment, Final 2.2,2, 9,6.6, 0.8, :1.3.1.5 4.2.1, 4.2.0, 9.8.2, 9.10, 11.1.2, 11,1.3, 11.4.1, 12.3.1, Orders, Written 13.7, 14.2.4, 14,4,3 1,1.1, 2.3, 3,9,2, 7. 8.2.2, 11.3.9, 12.1, 12.2.2.1, Payment Bond, Performance Bond and 13,5,2, 14.3.1 7.3.7.4, 0.6.7, 9.10.3, 11.4 OWN LR Payments, Progress 2 9.3, 9.6, 9.8.5, 13.6, 14.23, 15.1.3 Owner. Definition of PAYMENTS AND COMPLETION 2.1.1 9 Al.A Document A201 — 2_007. Copppht•i'.; 1911 1915 '019. 1925 1937. 1951. '958, 1951. '963. 1066 1070. 1076, 1987. 1997 and 2007 by Tha American Instkrie of ArchileUs. All rights reserved. • ; • : . • • • • •• . •.: ' Tips c,toc,rnent was produced by AAA software al 1005:3? on 10/29/2019 under Order No.91' D52315_1 which expires on 1 0/2",201". and is -701 or resale User Notes: (1768385975) Payments to Subcontractors 5.4.2, 115,1.3, 116.2. 9.6.3. 91.4, '0.7, 14.2.1.2 PCB 10.3.1 Performance Bond and Payment Bond 7.17.4, 9.61, 9.10.3, 11.4 Permits, Fees, Notices and Compliance with Laws 2.2.2, 3.7, 3.13_ 7.3.7.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11, 3,12, 4.2.7 Progress and Completion 4.2.2, 8.2, 9.8, 9,9.1, 14.1.4, 15.1.3 Progress Payments 9.3, 9.6, 0.8.5.1110,3. 13.6. 14.2.3, 15.1.3 Project, Definition of 1.1.4 Project Representatives 4.2.10 Property Insurance 10.2.5, 11.3 PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Laws 1.5, 3,2.3, 3.6. 3.7, 3,12,10, 3.13, 4.1.1, 9,6.4, 9,9, 10.2.2, Ili, 11.4, 15.1, 13.4. 13,5.1. 13,5.2, 13.6, 14, 15.2.8, 15.4 Rejection of Work 3.5, 4,2.6, 1 2..1 Releases and Waivers ot Liens 9 :10,1 Representations 3.2.1, 3.5, 3.12.6, 6.2.2. 8,2.1, 9.3,3, 9,4.2, 9,5,1„ 9.8.2, 9.10.1 Representatives 2.1.1, 3.1.1, .3.0. 4:1.1, 4.2.1, 4,2.2. 4.2.1:), 5,1.1, 5:1.2, 13.2.1 Responsibility for Those Performing the Work 3.3.2, 3.18, 4.2.3, 5.1,1, 6.1.3, 6.2„ 6.3, 9,5.1, 10 Retainage 9.3,1. 9,6.2, 9.8.5, 119.1, 9.10.1, 0.10.3 Review of Contract Documents and Field Conditions by Contractor 3.2, 3.12.7, 6.1.3 Review of Contractor's Submittals by Owner and Architect 3.10.1, 3.10.2, 3.11, 3.12. 4.2, 5.2, 6.1.3, 9.2, 9.8.1 Review of Shop Draki, ins. Product Data and Samples by Contractor 3,12 Rights and Remedies 1.1.2, 2.3, 2.4, 3.5, 3,7.4, 3.15.2, 4.2.6, 5.3, 5.4.6.1. 6.3. 7.3.1, 8.3. 0.5.1, 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 15.4.1 Safety of Persons and Property 10.2, 10.4 Safety Precautions and Programs 3.3.1.4,2,2, 4.2.7, 5.3.1, 10,1, 10.2, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12, 4.2.7 Samples at the Site. Documents and 3.11 Schedule of Values 9.2, 9,3,1 Schedules. Construction 3.10, 3.12.: , 3.12.2, 6.1.3, 15.1.5,2 Separate Contracts and Contractors 1,1,4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 12.1.2 Shop Drawings. Definition of 3.12.1 Shop Drawings, Product Data and Samples 3,11, 3.12, 4.2.7 Site, Use of 1.13, 6.1.1, 6,2,1 Site Inspections 3.1.2, 3.3.3, 3,7,1, 3.7,4, 4.2, 9.4.2, 9.10,1, 13,5 Site Visits, Architect's 3.7.4. 4.2,2, 4,2,9, 114.2, 9.5.1, 9.9.2, 9.10.1, 13.5 Special Inspections and Testing 4.2.6, 12.2.1, 13.5 Specifications. Definition of 1.1,6 Specifications 1.1.1, 1.1.6, 1.2.2, 1.5, , 3.12.10, 3.17,4,2,14 Statute of Limitations 13.7, 15.4.1.1 Stopping the Work 2.3, 117, 10.3, 14.1 Stored Materials 6.2.1, 9:3.2, :0.2.1.2, 10.2,4 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS 5 Subcontractors, Work by 1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1,2, 9.6.7 Subcorttractual Relations 5.3. 5.4, 9.3.1.2, 9.6. 9,10, 10.2.1, 14,1,14.2.1 hilt AIA Document A201 " — 2007. Cop' ' t. 19'5 '9'11, 192b 1937, 1951. 105e, 1961 1963, 1066. 1970, 1979. 1987 1997 and 2007 by The American Ins1itote Architet.ts. Aii rights reserved, . . . • • • document was D'unicelby AlA software at 19.05 370 19129/2019 under Cleder No 9131052315_1 which i'.nioires on "10/2 1..2911. and 5 rat for rasa e Use, Notetv. {17653858751 Submittals Tests and Inspections 3.1G, 3,1 I , 4, ?.7, 5.2.1, .5,2.3, 7.3.7, 9,2, 0.3. 3.1.3, 3.3.3, 4.2...2, 4.2.6, 4.2,9, 9.4,2, 9.8.3, 9.9.2, 9.8, 9.9.1, 9. I 0.7, 11.1,3 0,10.1, I0.3.2, 11.411, 12.2.1. 13.5 Submittal Schedule TIME 3.10.2, 3_12.5, 4.2.7 8 Subrogation, ‘Vaivers of Time, Delays and Extensions of 6.1.1, 11.3.7 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7. Substantial Completion 10 3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 4.2.9, 8.1.1. 8.1.3. 8.2,3, 9.4.2, 9,8. 0,9.1. 9,10,3. Time Limits 12.2, 13.7 2.1,2, 2.2, 2.4, 3.2.2, 3.10, 3.11.3.12.5, 3.15.1, 4.2, Substantial Completion, Definition of 5.1 5.3, 5,4, 6.2.4, 7,3, 704, 8.2, 9.2, 9.3.1, 9,3.3, 9.8.1 9,4.1, 9,5, 9.6, 9.7, 9.8, 9,9, 9.10, 11.1,3, 12.2.13.5, Substitution of Subcontractors 13.7, 14. 15.1.2, 15.4 5.2.3, 5.2.4 Time Limits on Claims Substitution ot Architect 3,7.4. 10.2.8, 13.7, 15.1.2 4.1,3 Title to Work Substitutions of\lateria,s 0,3,7, 0,3,3 14.2, 15, 7.3.8 Transmission of Data in Digital Form Sub-subcontractor, Definition of 1.6 5.1.2 UNCOVERING AND CORRECTION OF Subsurface Conditions WORK 3.7.4 12 Successors and Assigns Uncovering of Work 13.2 12.1 Superintendent Unforeseen Conditions, Concealed or Unknown 3.9, 10.2.6 3.7.4. 8.3.1, 10.3 Supervision and Construction Procedures Unit Prices 1.2.2, 3.3, 3.4, 3_12.13, 4.2.2, 4. 7, 61 .1 . 6.2.4, 7.3.3.2, 7.3.4 7.1.3, 7.3.7. 8.2, 8.3.1. 9.4,2, 10, 12, 14, 15.1.3 Use of DocuiTtents Surety 1.1.1, 1.5, 2.2.5.3,12,6, 5.3 5.4.1,2, 9,8,5, 0.10.2, 9.10.3, 14.7.2_ 15.2.7 Use of Site Surety, Consent cf 3.13, 0,1.1, 6.2.1 9.10.2, 9.10.3 Values, Schedule of Survey 9.2, 93.1 2.2.3 Waiver of Claims by the Architect Suspension by the Owner for Convenience 13,4,2 14.3 Waiver of Claims by the Contractor Suspension of the Work 9,10,5, 13.4,2, 15.1.6 5.4.2, 14.3 Waiver of Claims by the Owner Suspension or Termination of the Contract 0,9.3, 9,10.3, 9.10.4, 12.2.2.1, 13.4.2, 14.2.4, 15.1.6 5.4.1.1, 14 Waiver of Consequential Damages Taxes 14.2.4, 15.1.6 3.6, 3,8.2,1, 7.3.7.4 Waiver of Liens Termination by the Contractor 9,10,2, 9,10,4 14.1, 15.1.6 Waivers of Subrogation Termination by the Owner for Cause 6.1.1, 11.3.7 5.4.1.1.14,2, 1516 Warranty Termination by the Owner for Convenience 3.5, 4,2,9, 9,3,3, 9,8.4, 9.9,1, 9,10.4, 112.2, 13.7 14.4 Weather Delays Termination of the Architect 15.1.5.2 4. 1.3 Work, Definition of Termination of the Contractor 1.1.3 14,2.2 Written Consent TERMINATION OR SUSPENSION OF THE 1.5,2, 3.4.2, 3,7.4, 3,12.8, 3,14.2, 4,1.2, 9,3.2, 9,8.5, CONTRACT 0.0.1,9.10.2, 9,10.3, 11.4,1, 13.2, 13.4.2, 15.4.4.2 14 Written Interpretations 4.2.11. 4.2.12 AIA Document A201 .4, —2007. cobypri 's,-) 19' -915 1918 1925. 1.937 1951. 1958. 1961. 1963 '966. 1970, 1976, 1987,1997 and 2007 by The American Tistitute AochAects. Ail rights reserved • •• . • • • • • . rlociffie^1 was prooucec by AA software at 10 05:37 cri 1012912010 under Order NO.9131052315_1 wtdch expires oei 10/2 1201 ". and is 'or resale .L.:Ser Notes. 117155aB587.5) Init. Written Notice 2.3, 2,4, 33.1,19, 3.12.0, 3.12.10, 5.2.1, 8,2,2, 9.10, 10.2.2, :0.3, 11.1.3. 12.2.2, 12.2.4, 13.3. 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, AIA Document A201'm — 2097. :.-..opyrigh: 1911. I 915, "918_1925, 1937. 1951, 1958. 1961, '9 1988, 1970: *970, 1987, 1997 and 2007 by The American irstitute of Architects. Alf rights reserved. . '-. his document was producerity AIA software at 1005:37 on 10/29/2010 under Qomr rav.913105231sji which expires on 10,21/2011. aid :a not for resa*. User Notes. (1768385876) In it AIA Document An — 20t17. cow,g-t 12 19 irsilltute of Architects. All nghts reserved. -91G 1918 1 925. 1937 1951. 1958 196 -/, 1963 1965. 1970 1970, 1987. 1997 and 2007 by The American • • Unit ARTICLE 1 GENERAL PROVISIONS § 1.1 BASIC DEFINITIONS § 1.1.1 THE CONTRACT DOCUMENTS The Contract Dpeuments 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 nlodifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract sinned by both parties. (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished hy 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 a Subcontractor or a Sub-subcontractor, (3) between the Owner and the Architect or the Architect's consultants or (4) between any persons or entities other than the Owner and the Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's 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 ftilfill 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 the Owner and by separate contractors. § 1.1.5 THE DRAWINGS The Drawings are the nrapli ic anti pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. § 1.1.6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment. systems. standards and workmanship for the Work, and performance of related services. § 1.1.7 INSTRUMENTS OF SERVICE Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models. sketenes, drawings, specifications, and other similar materials. § 1.1.8 INITIAL DECISION MAKER The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2 and certif/ termination of the Agreement under Section 1 4.2.2. § 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. fix Contract Documents are complementary, and what is required by one shall he as bindine as if required by nil: 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. • •• ' • . pp. ',A.,-rico In thy ; This clocJment was orcduced by AIA software al 10 05.37 on 10/2912010 under Older No.9131052315_1 which eRpire Qn 1C121/2011. ara i riQl for 'esale. User Notes: ;170E1385875) § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among, Subcontractors or in establishing the extent of Work to be performed by any trade. § t2.3 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 CAPITALIZATION Terms capitalized in these General Conditions include those that are (1 ) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. §1.4 INTERPRETATION In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and '-an," but the tact 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 will retain all common law, statutory and other reserved rights, including copyrights. The Contractor, Subcontractors, Sub-subcontractors, and material of equipment suppliers shall not own or claim a copyright in the instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to bc construed as publication in derogation of the Architect's or Architect's consultants' reserved rights. § 1.5.2 The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers arc authorized to use and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub-subcontraetors, 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 DIGITAL FORM If the parties intend to transmit Instruments of Service or ally other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions, unless otherwise already provided in the Agreement or the Contract Documents. ARTICLE 2 OWNER § 2.1 GENERAL § 2.1.1 The Owner is tne 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 Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. § 2.1.2 The Owner shall fUrnish to the Contractor within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein. § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 2,21 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 oniy request such evidence if( I ) the Owner fails to make payments to the Contractor as the Contract Documents require: 12) a change in the Work materially changes the Contract Sum; or 0) the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due. The Owner shall thrnish such evidence as a condition precedent to commencement or continuation of the Work or A1A Document A2D1" — 2007, Copy" ;11 tr-7. '5 11 . 191Fr '9"8. 1925. 1937. 1851 1958. 1961 1963, 1966 1970, 1976, 1987, 1997 and 2007 by The American Iritrtute of Architects. All rights reserved. . -• , ; •••. o • • •;.-rro , o .rirr • I' is Occurnent was produced by A A software at 0;O57 on 10/29/2910 under Order No 9131052315_1 whah expire$ on 10/21i2011 and .s not fur resale User Notes! 07883858751. 'nit the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 2.2.2 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3,7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. § 2,2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.2.4 The Owner shalt furnish information or services required of the Owner by the Contract Documents with reasonable prommness. The Owner shall also furnish 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, § 12.5 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.1 § 2.3 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12,2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been 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. § 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner . may have, correct such deficiencies. In such ease an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR § 3,1 GENERAL § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in nuinber. The Contractor shall be lawfully licensed, if required 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 Contractor shall perform the Work m accordance with the Contract Documents. § 3,1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of be Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. Alei Document — 21307. Copyright iit-.11911 19'5 1918. 1925 1937. 1951 '955, 1961 1963 1966 1970. 1976. 1957 1997 and 2047 ty The American mt instriute of Architects. All rights rnscried. ' tr This docurrent was produce0 by A lAlotlware at 10:09,37 an 14129/2410 under Order No 9131052315_1 which expires on 10/21/2011 and s not for resaie User Notes: (17683850751 § 3,2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. § 3,2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. § 3,2.3 The Contractor is not required to ascertain that the Contract Documents arc in accordance with applicable laws, statutes, ordinaaces, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the 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 cr 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, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconfbrrnities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention, The Contractor shall he solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning corstruction 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 and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. lithe Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any loss or damage arising solely from those Owner-required means, methods, techniques, sequences or procedures. § 3,3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of; the Contractor or any of its Subcontractors § 3,3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.4 LABOR AND MATERIALS § 3,41 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 ALA Document A2Q1TM —2007. copyr ta 1'' 1915. 191. 1937 1951. 1958. 1961. 1953 966, 1970 1978. 1987. 1997 and 2007 by The AMefiC011 ins1itute of Architects. All rights reserved. „'n ; Li T' 5 occtimcr1 was Produced by AIA software at 10 05 3 T on 14/2932010 under Order No.9131062315_1 which expires on 10/21/2C11. and is nO1 for resale User Notes: (1768385875) facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work, § 3.4.2 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 3.12.8 or 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work, The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 3.5 WARRANTY The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. 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 tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.6 TAXES The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. § 3.7 PERMITS, FEES, NOTICES AND COMPLIANCE WITH LAWS § 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit as well as for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7,3 lithe Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.7.4 Concealed or Unknown Conditions. tithe Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions ofan unusual nature, that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided fbr in the Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect will promptly investigate such conditions and, lithe Architect determines that they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for. performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. lithe Architect determines that the conditions at the site arc 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 and Contractor in writing, stating the reasons. If either party disputes the Architect's determination or recommendation, that party may proceed as provided in Article 15. § 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume AlA Document A201'"' — 2007. Cnpyrighl If::: 1911. 'al 19'3, 1925. 1937. 1 951 1958 1951, 1963, '.966. 1970. 1976, 1987. 1997 and 2007 by The American Institute Of Architects. All rights reserved. • • • • • • • .. . .I I •..:. . •.• Iii • • ••• •• .• • • • • • • • . . • • • • .• .• . •• ;;,-t- r,'; tr•3 ... • '••• . • : . • .Ti5 9ocurnen1w05 producec by ALA software at 10 05 37 cn 10:29/2010 under Order No.9131052315_1 which expires on 10/21/2011, and is not to resale USei Notes; (i7583051375) the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising 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, .1 Allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes. less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances: and .3 Whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 18.2,1 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 furnish in writing to the Owner through the Architect the name and qualifications of a proposed superintendent. The Architect may reply within 14 days to the Contractor in writing stating (Il whether the Owner or the Architect has reasonable objection to the proposed superintendent or (2) that the Architect requires additional time to review. Failure of the Architect to reply within the 14 day period shah constitute notice of no reasonable objection. § 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. § 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES § 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents. shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. § 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedulets) for the Architect's approval. The Architect's approval shall not unreasonably he delayed or withheld. The submittal schedule shall (1) be coordinated with the (.ontractor's construction schedule, and (2) allow the 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 lime based on the time required for review of submittals. § 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. AIA Document A201'm — 2007 Coc rut': (f).. 1911 19 15, '018 1925. '037. 1951, 1958 1961. 198.3 196t.. 1970 1976, ' 987 1997 and 2007 by The AnleficAin nstilute of Archrlects. All rights reserved , < • • - ) ,t • ;.• 31;r., Thl documeit was ()ea:laced by AIA software at 1005'57 cn 1012912010 under Order No.91310523' 5_1 which sxpires un 10121/2011 and is not f' resale User Notes: (1768585875) § 3.11 DOCUMENTS AND SAMPLES AT THE SUE The Contractor shall maintain at the site for the Owner one ropy 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 shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. § 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES § 3.12.1 Shop Drawings are drawings. diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor. Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. § 3,12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples that illastratc 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 intbrmation given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents, Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings. Product Data, Samples and similar submittals required by the Contract Documents in accordance with the sabmittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. § 3.12.6 By submitting Shop Dras,virms„ Product Data, Samples and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them. (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. § 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 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 dev;ation The Contractor hall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof. § 3.12,9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data. Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written notice, the Architect's approval of a resubmission shall not apply to such revisions. § 312,10 The Contractor shalI 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 tot construction means, methods, techniques, sequences and procedures. The Contractor shall not be A1A Document P.201" -2007. Copyrght 7)191' . 1915 1918 1925. 1937, 1951 1958 1961. 19. 1970. 1976. 1987, ' 997 and 2a07 by The American init. Institute of Architeds. Al rights reserved. , . w.11110-qpri . ;,•,€T t,L.> 1 7'n 5 document was OfOducce by AIA SOftware a: 10 05 37 al 1C/2912010 under Order No.9131[152315_1 which eKpires on 1012112011 and is not for resa'e User Not, (1768385875) required to provide professiona: 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 Coneractor by the Contract Documents * the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional, Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon 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 The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, ruio and regulations, and lawful orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 3,14 CUTTING AND PATCHING § 314.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit toaetiter 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 or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall net unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cuttine 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, construction equipment, machinery and surplus materials from and about the Project. § 3.15.2 If the Contractor hils to clean up as provided in the Contract Documents, the Owner may do so and Owner shall be entitled to reimbursement from the ('ontractor, § 3.16 ACCESS TO WORK The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. § 317 ROYALTIES, 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 and Architect harmless from loss on account thereof. but shall not be responsible for such defense or loss when a particular design_ process or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings. Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect. init Insblute af Architem. All rights reserved. . . ; ,t ' t . • . ..• : ,•=•• . s• 7/trs dootme-a was brocluzeri by A A software at '0'05 37 on 10)29+2010 under Order Na.v131052316_1 which expires on 10/21/201'. and is not tor resale. User Notes: (1768385875; MA Document A201 'w — 2307. Copyr.01 V 19 11 1 515. 1918.1925, 1937. 195', 1958, 1961, 1963 1966. '970, 1476, 1g87. 199? and 2087 by The Americal • • - - - - • -•• Init. §3.18 INDEMNIFICATION § 3,18.1 To the fullest extent permitted by law the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants. anti agents and employees of any of them from and against claims, damages, losses and expenses. includinu but not !talked to attorneys' fees, arising out ()for resulting from performance of the Work, provided that such Ciainfl, 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 may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages. compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ARCHITECT § 4.1 GENERAL § 4.1.1 The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing architecture in the jurisdiction where the Prcject 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,t2 Duties. responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted. modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld, § 4.1.3 I f the employment of the Architect is terminated, the Owner shall employ a successor architect as to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. § 4.2 ADMINISTRATION OF THE CONTRACT § 4.2,1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4,2.2 The Architect will visit the site at intervals appropriate to the stave of construction, or as otherwise agreed with the Owner, to 'become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with die Contract Documents, However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work, The Architect will not have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1. § 4.2.3 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (l) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements ()Utile Contract Documents, The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor. Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. AIA Document A201'" 2007.12,ecyrigh1 (01911. 191 5. '918. 1925, '037, 195 1 , 1958, 11161 I 9e 3. 1966 1970, 1976. 1987. 1997 and 2007 by The American Institute of Architects. All r1glite reserved. . • The document was prc.dt.lced b expr-es en 10i21i2011 and .s nut fcr resale User Notes: .1, th, AlA software at 10O5:37 on 1012912010 under Order No 9 131052315_1 which (1768385876) § 4.2,4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION Except as otherwise provided le the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall endeavor to communicate with each other through the Architect about matters arising out of or relating to the Contract. Communizations 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 separate contractors shall be through the Owner. § 4.2.5 Based on the Architect's evaluations of the Contractor's Applitertions for Payment, the Architect will review and certify' the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13,5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor. Subcontractors. material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 4.2.7 The Architect will review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, seetienees or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4,2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.g; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9, 1 O. § 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect s responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. § 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon Or otherwise with reasonable promptness. §4.2.12 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 +Mil not be liable for results of interpretations or decisions rendered in good faith. § 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. AIA Document -2007. Copyr!g±-1 C 1911, 1915, 191e, 925 1937. '.951, 1058. 1961. 1963. 1966, 1970. 1978 1987, 1997 and 2007 by The American Instdote at Architects. Ali rights reserved, • • . . ,.° it, i° ° . . . . . . . . • -n:s documem ',vas procuccd by AIA sonware at 1005:37 o."1 1C129/2010 under Order No 913'052315_1 which mires on 10(21(2011. and is nnt rQr User Notes. (1788385875) § 4.214 The Architect will review and i'espond to requests fur information about the Contract Documents. The Architect's response to such requests will be made in wieting 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 DEFINITIONS § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. § 51.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub- subcontractor. § 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK § 5.21 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect may reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect has reasonable objection to any such proposed person or entity or (2) that the Architect requires additional time for review. Failure of the Owner or Architect to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. if the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work, However, no increase iii 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. § 6.2.4 The Contractor shall not substitute a Subcontractor. person or entity previously selected if the Owner or Architect makes reasonable objection to such substitution. § 6.3 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 the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, hy the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which 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 may AIA Document A201 1, - 2007, Cnnyright G 1911 1915. 'o18. 1025 1937, 19E1. 1958. 1951 1963, 1966. 1 070, 1976,1987. 1997 and 2G07 by The American 1,:•,,.:4cc,Itrd to tho This Oacument was produce AIA soften] at 10:05.37 on 10/29/2010 under Order No.9131052315_1 which expires cm 10/21/201 1 , ana is not 1or `CSNIV. user Notes: 11768385875) Institute of Architects. All rights reserved. Institute of Architects. All rights reserved. '- be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to th0- 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 Sect:on 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor's compensation shall be equitably adjusted fbr 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 ether 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 SEPARATE CONTRACTORS 5 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. § 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term -Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Coittraelor Agreement, §6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. "[he Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights 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, I I and 12. § 6.2 MUTUAL RESPONSIBILITY § 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs 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 or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that AIA Document A201 -0 —2007. Copyright ei '9'1. '915. 191e, .925 1957 951. 1958, 1961. 1963,1966 1970. 1976 1987, 1997 and 2007 by Tile American lit Instrlute (-A Architects. All rights reserved. . . . - docur col was oroauceo by AIA software et 10 0537 ori '0/29/2010 under Order No.913102315_1 which expires on 10/21/2011 aid is not fce esale User Not: (1758385875) 1 the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable, § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that arc payable to a separate contractor because of the Contractor's delays, improperly timed actvities or defective construction, The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a separate contractor's delays, improperly timed activities, damage to the Work or defective construction. § 6.2.4 The Contractor shall promptly remedy damage the Contractor wrongftilly causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. § 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as arc described for the Contractor in Section 114, § 6,3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish. the Owner may clean up and the Architect will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 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. Contractor and Architect: a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by 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 § 7.21 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and Architect staling their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum; and .3 The extent of the adjustment, ilany, in the Contract Time. § 7.3 CONSTRUCTION CHANGE DIRECTIVES § 7.3,1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly, § 7.3.2 A Construction Change. Directive shall be used in the absence of total agreement 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 he based on one of the following methods: .1 Mutual acceptance of a lump S11111 properly itemized and supported by sufficient substantiating data to permit eve:nation: .2 lnit prices sta:ed 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 AIA Document A2OITM — 2007. C*pyr ti 19' ' 1915 191a, 1925. 1937. 1951, '958. 1961, 1963 1966, 1979 1976, 1987 1997 and 2007 by The Amerman Institute of Architects. All rights reserved, . . , tho . Th 5 documer1 was produced by NA software at 10.05 37 on 19/29/2010 under Order No.9131092315_1 which expires on 10121f2011. and ,s 90t for re$aie User Notes: (l768385875) Init. .4 As provided in Section 7.3.7. § 7.3.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. 5 7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved arid advise the Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Char= Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them, Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.7 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in ease of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such ease, and also under Section 7.33,3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7,3.7 shall be limited to the following: .1 Costs of labor, including social security, old age and itnernpoyrnent 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 attributable to the change. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change. the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. 5 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Architect will make an interim determination for purposes of monthly certification for payment for these costs and certify for payment the amount that the Architect determines, in the Architect's professional judgment, to be reasonably justified. The Architect's interim determination of cost shah 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 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shail be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7.4 MINOR CHANGES IN THE WORK The Architect has authority to order minor changes in the Work riot 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 signed by the Architect and shall be binding on the Owner and Contractor. AIA Document A201", — 2007, Gopr.gnt '9'.1. 191E 1918, 1925 1937, 1951 1958. 1961 1963. 1965. 1970, 1976. 1987, 1997 end 2007 by The American Institute of Architects. All rights reserved. • • . • . ° ;. • • .: • • .! . ohn t,-nd : • ... . • • • • ' ....... ;L: to tt.c. . . . .• . • This Occurrent was produced by AA software at 10 95.37 on 10/2912010 under Order No 9131052315_1 wh.ch expires or, 101211201', . and is not or resale. User Notes: 11766385875) ARTICLE 8 TIME § 8.1 DEFINITIONS § 8.1.1 Unless otherwise provided, Contract Time is the period of 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. § 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 PROGRESS AND COMPLETION § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. Hy 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 1110 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 shah i proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.3 DELAYS AND EXTENSIONS OF TIME § 8.3.1 lithe Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect, or of an eiriployce of either, or of a separate contractor employed by the Owner; or by changes ordered in the Work; or by labor disputes, fire, unusual delay in deliveries. unavoidable casualties or other causes beyond the Contractor's control: or by delay authorized by the Owner pending mediation and arbitration; or by other causes that the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. § 8.3.2 Claims relatina to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 CONTRACT SUM The Contract Sum is stated in the Agreement and. including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.2 SCHEDULE OF VALUES Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit to the Architect, before the first Application for Payment, a schedule of values allocating the entire Contract Sum to the various portions of the work and prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 9.3 APPLICATIONS FOR PAYMENT § 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect on itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of thc Work. Such application shall be notarized, if required. and supported by such data substantiating the Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage if provided for in the Contract Documents, AlA Document A201 , - 2007. Cop41p^1C 101. 1915 19'8 1025 1937 1951. 1958. 1961. 1963 195. 1970 1976 1087, 1997 and 2007 by The American Inshluta oArthiiotab, All right e reserved. 1 ir . I I h •n, ;•1 • • • ; S.,11 rtto,-0.14(1', trt,' "P•is docurient Yos Prddtioad by A A software at 10,05 37 on 1012972010 under Order No.9131052315_1 ch expires on 10/2112011 and .s not for res.ale. Liter Notes: (1761338S875) (nit $nstitute uf Architects. Intt - AIA Doeurserst A2O1'" —2007. CI:moot tt: '.911 19'5, 1918 1925 1937. 1951 1958, 1961 1963 1966 1970, 1976 1987. 1997 and 2007 by The American § 9.3.1.1 As provided in Section 73.9. such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Architect, but not yet included in Change Orders. §9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 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 he made for materials and equipment suitably stored off the site at a location ageed 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 off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application fbr Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received front the Owner shall, to the best of the Contractor's knowledge, information and belief: be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. § 9.4 CERTIFICATES FOR PAYMENT § 9.4.1 The Architect will, within seven days after receipt of the Contractor's Application fur Payment. either issue to the Owner a Certificate thr Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.51 § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data comprising the Application for Payment, that. to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that 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 le-Sts and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by, the Architect. The issuance of a Certificate for Payment will fitrther constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect has ( ) made exhaustive or continuous on- site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures. (3) reviewed copies of requisitions received front Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment. or (et) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.5 DECISIONS TO WITHHOLD CERTIFICATION § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9.4. I. If the Contractor and Architect cannot agree on a revised amount. the Architect will promptly,' issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence. may nullify the whole or a pan of a Certificate for Payment previously issued, to such extent as inay he necessary in the Architect's opinion to protect the Owner front loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of .1 defective Work not remedied: .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor: —his document WDS produce by A IA 5011wEire at 1095 37 on 10/29/2010 under Order Na.9131052315_1 which expires on 10,21/2011, and is nr.st 'or resa.c User Notes. (1758385875) .3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment: .4 reasonable evitl'enet that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a separate contractor; .5 reasonable evidence that the Work will not he completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay: Or .7 repeated failure to carry out the Work in accordance with the Contract Documents. § 9.5.2 When the above reasons for withhoiding certifcation are removed, certification will he made for amounts previously withheld. § 9,5.3 lithe Architect withholds certification thr payment under Section 9.5.1.3, 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 tailed 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 Architect will reflect such payment on the next Certificate for Payment, § 9,6 PROGRESS PAYMENTS § 9,6,1 After the Architect has Nsued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall 50 notify the Architect. § 9,6,2 The Contractor shall pay each Subcontractor nc later than seven days after receipt of payment from the Owner the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, requite each Subcontractor to make payments to Sub-subcontractors in a similar manner. § 9.6.3 The Architect will, on request, .furnish to a Subcontractor. if practcable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the 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 urnounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to tbrnish such evidence within seven days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an oblitzation to pay or to see to the payment of moncy to a Subcontractor, except as may otherwise be required by law. § 9.6,5 Contractor payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9,6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shalt 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 Contract Sum, payments received hy the Contractor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed ht a separate account and not commingled with money of the Contractor, shall create any fiduciary liability or tort liability on the part of the Contractor for breach of trust or shall entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.7 FAILURE OF PAYMENT U the Architect does not issue a Certificate for Payment. through no fault of the Contractor, within seven days after receipt of the C'ontractor's A pplication 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 Architect or awarded by binding dispute resolution, then the Contractor may. upon seven additional days' written notice to the Owner and Architect, Init. A1A Detument A;01`" —2007. CoDynr1 1911 195. '918 1925,1007, 1951, 1958. 190 1 ostiterte of Arehnems All rights reserved, 963 1 96E5 1970 1970, 198 7. 1907 and 2007 by Tho American r1.5 dacuTent was produced by ALA acqtware at 10 ag.37 5,7 1012012010 ander Order No 8.1 -3145.: 2315_1 which expires on ',0/;1 /20 User Notas: I .and ,3 not for resale (1768380675) Architect finds the Work acceptable under the Contract Documents and the Contract fiilly performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10:2 as precedent to the Contractor's being entitled to final payment have been fulfilled. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (Ii an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5). if required by the Owner, other data establishing payment or satisfaction of obligations ; such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. if a Subcontractor refuses to furnish a release or waiver required by thc Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such Len, 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 CODU actor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not folly completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect 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 eonstiwte a waiver of Claims by the Owner except those arising from .1 liens, Claims, security interests or encumbrances arising nut of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms ef special warranties required by the Contract Documents. § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safely precautions and programs in connection with the performance of the Contract. § 10.2 SAFETY OF PERSONS AND PROPERTY § 10.2,1 The Contractor shall take reasonable precautions for safety oh and shall provide reasonable protection to prevent damage. injury or loss to .1 employees en 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 Contractur or the Contractor's Subcontractors or Sub- subcontractors: and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction, AIA Document A201 ." — 2007. Copyright 101911 . '915 1918 1925. 1937 1951, 1958. 196, '963 1956. 1970 1975, 19.97 1997 and 2007 by The American instrtale of AfchiteGls. Ail rights reserved. • . , • 5. .1 • ; • .• '• ; ' •••- .1 , • v... Th sloc,..ment was prnducec by AIA software al i0:0537 on 1 0/20'2010 ender Order No 9131052315_l whtch etiptres an 10/21;20•1^, and is nct for resale User Notetr. (1768585875) In it. § 10,2.2 The Contractor shall comply with and cive notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. § 10.2.3 The Contractor shall erect and maattain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utitities, § 102.4 When use or storaae 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 and 102.1,3 caused in whole or in part by the Contractor, a Subcontractor, a Sub-sulxontraetor, 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. :,2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.1g. § 10,2,6 The Contractor shall designate a responsible member °Idle Contraciors organization at the site whose duty shall be the prevention of accidents. This person shall he the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall riot permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY If either party suffers injury or damage to person or property because of an 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 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 fi.oin a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered 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 and Architect in writing. § 10.3,2 ripen receipt of the Contractor's written notice, the Owner shall obtain the services of a Licensed laboratory to vetify the presence or absence of the material or substanee reported by the Contractor anei, in the event such material or substance is found to be eresent, to cause it to be rendered harmless. Unless otherwise required by the COMraU Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless. Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Chance 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 sh ilt-down, delay and start-up. AO. Document A291 i" -2067. Copyrigh; 6,) '911 19'S. 1918 1925 19,37, 1951 1958, 1961 1963, 1966 1970, 1976 1987. 1997 and r-.107 by The Amancan Institute of Archlects. All rights reserved. • docuTen1 was produced by AIA.software at 10.05:37 an 10/29/2010 undnr Order No.9131062315_1 which expires on 10(21/2011, and ls not for resaie. USer NON. (1768386875) § 10,3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor. Subcontractors, Architeet, 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 in the affected area if in fact the mater:al or substance presents the risk of bodily injury or death as described in Section 10,3.1 and has not been ;•endered 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 11:1,3 for materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. § 10,3.5 The Contractor shall indemnify 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 obligations under Section 10,3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3.6 If without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or subs:anee solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnity 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 7. ARTICLE 11 INSURANCE AND BONDS § 11,1 CONTRACTOR'S LIABILITY INSURANCE § 11,1,1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor front claims set 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 may be legally liable, whether such operations be by the Contractor or by Subcontractor or by anaune directly Or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: ,1 Claims under workers' compensation, disability benefit and other similar employee benefit acts that ace 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 (2 [aims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; .4 Claims for damages insured by usual personai injury liability coverage; .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; .5 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a Motor vehicle: .7 Claims for bodily injury or property damage arising out of completed operations; and .8 Claims involving contractual liability insurance applicable to the Contractor's obligations under Section 3.18. 5 11.1.2 The insurance required ay Section I 11.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether 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 Contriaeior's competed operations coverage, until the expiration of the period for correction AlA Document A201" -2007. Copyright 1911, 19'.5. 1010. 1925 1937. 1951. 190, 1961 1963. 1966. 1970, 1976,19E17. 1997 and 2007 by The Amencan Institute &Architects.. Ali 1-43 hts reservvd. .. • .. • . . .. • .••! . • ! . . . • . . 0;01 ?:;f) plo-lalcuted to the • . . • • • : • Th, s docurne.t Was efoduced by AlA 5ollware al 1005;3( on 10/29/2010 under Order No.9131062315_1 which Mites on 4.0,2112C11. and is nol for resale User Notes: 0761338587S) of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. § 11.1,3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance. These certificates and the insurance policies required by this Section 11.1 strait 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 offiability 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 on aecount of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor with reasonable promptness. § 11.1.4 The Contractor shall cause the commercial liability coverage required by the Contract Documents to include ( I ) the Owner, the Architect and the Architect's consultants as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's completed operations. § 11.2 OWNER'S LIABILITY INSURANCE The Owner shall be responsible for purchasing and maintaating the Owner's usual liability insurance. § 11.3 PROPER-Pt 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 eqeivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract Modifications and cost of materials supplied or installed by others, 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 Docu:»ents 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 on insurable interest in the property required by this Section 11.3 to be covered, whichever is later. This insurance shell include interests of the Owner, the Contractor. Subcontractors and Sub- subcontractors in the Project. § 11.3.1,1 Property insurance shall be on an ' or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect's and Contractor's services and expenses required as e result of such insured loss. § 11.3.1.2 If the Owner does not intend to purchase such property insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Contractor in writing prior to commencement of the work. The Contractor may then effect insurance that will protect the interests of the Contractor, Subcontractors and Sub-subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. Ifthe Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, without so notifying the Contractor in writing, then the Owner shall bear all reasonaHe costs properly attributable thereto. § 11.3.1.3 If the property insurance requires deductibles, the Owner shall pay costs nut covered because of such deductibles. § 11.3,1.4 Thi s properly insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. § 11.3.1.5 Partin: occupancy or use in accordance with Section 9,9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or AM Document A201"1 — 2007 Corright t',L7. 1911 191C 1915 1925.105!, 1951 1958, 1961. 103, 1005 1970. 1975,1097, 1997 and 24071:ry The Amencen Lnslittrte of ArChdecls. AS rights reserved. , I ,,Lr'• ' " ; ') • I .r.litk.d to tho Th.s clooprisTa was produced ty AIA software at 1005:37 on 10/29/Z010 under Order N0.91310623151 which expires dn 10/24+2411, and Is. r4t ir3r resale User Notes: (1758185875) Init. otherwise. the Owner arid the Contractor shall take reasonable steps to obtain 'consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause caneellatioe, lapse or reduction of insurance. § 11.3.2 BOILER AND MACHINERY INSURANCE The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Coatractor, Subcontractors and Sub-subcontractors in the Work, and the Owner arid Contractor shall be named insureds, § 11.3.3 LOSS OF USE INSURANCE The Owner, at the Owner's option, may purchase and :naintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor far loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. § 11.3.4 If the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shail, if possible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. § 11.3.5 If durintt the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property irsurance under policies separate from those insuring the Project, or if aller final payment property insurance is to be provided on the completed Projeet through a policy or policies other than those insuring the Project during the construction period, the Owner shall waive all rights in accordance with the terms of Section 11.3.7 for damages caused by fire or other causes of loss covered by this separate property insurance. All separate policies shall provide this waiver of subrogation by endorsement or otherwise. § 11.3.6 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Section 1 1.3. Each policy shall contain all generally applicable conditions, definitions, exclosioes and endorsements related to this Project. Each policy shall contain a provision that the policy wiil 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 (2l the Architect. Architect's consultants, separate contractors described in Article 6, if any, and any of their subcontractors, sub-subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 1 1,3 or other property iasurance applicable to the Work, except such rights as they have to proceeds of such insurance lied by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect. Architect's consultants, separate contractors described in Article 6, if any, and the subcontractors, sub- subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validily, similar waivers each in favor of other parties enumerated herein. The policies shall provide auc,h waivers of subrogation by endoraemeat or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemaification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged, §11.3.8 A loss insured under the Owner's property insurance shall be adjuated by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11,3.10. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the ('ontractor, and by appropriate agreements, written where legally required for validity, shall require Subcontraetors to make payments to their Sub -subcontractors in similar manner. § 11.3.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the AlA Document A2o1 1 - 2007. Copyrignlei) 1911. 1915, '918 1925. 1937. 1951. ' 958. 196 1 1963. 1906 1970. 1976, 1987 1997 end 200/ by The American kisrilute arafehitecta All rights reserved, . - . documerlwas produced by A:A sultWare at :0 015 -37 cn io129/2010 under Order No.9' 311)52315_1 which expires on 10(2112)11 arid .5 rot tor resale ti*er ripies. 11768385875) Init. Owner shall distribute in accordancc with such agreement as the parties in intacst may reach, or as determined in accordance with the method of binding dispute resolution selected in the Agreement between the Owner and Contractor. Hailer such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7. § 11.3.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the Owner's exercise of this power, if such objection is made, the dispute shall be resolved in the manner selected by the Owner and Contractor as the method of binding dispute resolution in the Agreement. If the Owner and Contractor have selected arbitration as the method of binding dispute resolution, the Owner as fiduciary shall make settlement with insurers or, in the ease of a dispute over distribution of insurance proceeds, in accordance with the directions atilt arbitrators, § 11.4 PERFORMANCE BOND AND PAYMENT BOND § 11.4.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithfirl performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. § 11.4.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 UNCOVERING OF WORK § 12.1.1 if a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect, be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. § 12.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered, the Architect may reeriest to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. § 12.2 CORRECTION OF WORK § 12,2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Doeuments, 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 rep!acernent, and compensation for the Architect's services and expenses made necessary thereby, shall he 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, it within one year after the date of Substantial Completion of the work or designated portion thereof or atter the date for commencement of warranties established under Section g.9,t by terms clan 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 correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.4. AlA DoCuMent A201". — 2007. Cop,.vr.9h1©1:)'' '915. 1918. 1925, 19:17. 1951, '1958 1961. 1963. 1966, 197C 1976, 1987. 1997 and 2007 by The American institute of Architects. All rights reserved. . . - ,r 34 5 , thc- Tis docurne"1 wa produced by AIA, software at 10-05.37 on 1C/29/2010 under Order No,9131052315_1 which eXpires on 19/21 12011. end i0 rKr1 for resale User Notes: 117603858751 Init § 12,2.2.2 The one-year period for correction of Work shall be exteeded 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. § 122.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12.2.4 The Contractor shall hear the cost of correcting destroyed or damaged construction, whether completed Of partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12,2 shall be construed to establish a period of limitation with respect to other obligations 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 of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within w:tich 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 arbitration 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 Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent athe other, If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 13.2.2 The Owner miry, without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and Obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. § 13.3 WRITTEN NOTICE Written notice shall be deemed to have been duly served 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 RIGHTS AND REMEDIES § 13.4,1 Duties and oblieations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. §1 14.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the ('ontract, nor shall such action or failure to act constitute approval of or aequiescence in a breach there under, except as may be specifically agreed in writing. AlA Document A201" — 2007. Copyright fc.) 1 91 1, 1915 19 "925. 1937, 1951 195A. 1961. 1963. '965, 1970. 1976. 1957. 1997 and 2007 by The American institute or Archteds. Alt rightv• reserved, • .• ..• • • . • - • • •• • . '• a! , 1 • ro the • . This document was produced by A IA software al 10115 37 on 10/29/2010 under Order No 9131052316_1 Yittich expires cm 10/20201'., and is nct tor rese.e. User Notes: (1768385875) § 13,5 TESTS AND INSPECTIONS § 13.5,1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes. ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. 'The Owner shall bear costs of 1 1) tusts, inspections or approvals that do not become requirements until after bids are received or negotiations eonciuded. and t 2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner front delegating their cost to the Contractor, § 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approvai not included under Section 13.5.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and ihe Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.5.3, shall be at the Owner's expense. §13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13,5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses shall be at the Contractor's expense. 5 13.5.4 Required certificates of testing. inspection or approval shall, unless otherwise required by the Contract Documents. be secured by the Contractor and promptly delivered to the Architect. § 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents. the Architect will zio so promptly and, where practicable, at the normal place of testing. § 13,5,5 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable e:elay in the Work. § 13$ INTEREST 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 Contractor shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise. against the other arising out of or related to the Contract in accordance with the requirements of the final dispute resolution method selected in the Agreement within the time period specified by applicable law. but in any case riot more than tO years after the date of Substantial Completion of the Work, The Owner and Contractor waive all claims and causes of action not commenced in accordance with this Section 13.7. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § .14.1 TERMINATION BY THE CONTRACTOR § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontractor. Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor. for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to Lie slopped .2 An art of government, such as a declaration of national emergency that requires all Work to be stopped: AIA Document A20Vm — 2097. Copright O 1911. 1915 ^91 5• 1926 1937. 1951. 1956. 1961 1963, '966 1979, 1976. 1967, 1997 and 2007 by The American institQle or Architects. All rights reserved, . . • !' • . • • ; This flrirrie^t was produced by AlA scrlware at 1C05;31 on 10129/2010 under Order No.913/052315_1 which expires on 1U/21/2011. and is not .04 resale User Notes: (1768385875) .3 Because 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 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 The Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Section 2.2.1. g 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor. Sub-subcontractor or their agents or employees or any other persons or entittes performing portions of the Work under direct or indirect contract with the Contractor. repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 143 constitute in the aggregate more than 1N percent of the total number of days scheduled for completion, cr 120 days in any 30-day period, whichever is less. g 1413 If one of the reasons described in Section ;4,1.1 or 14.1.2 exists, the Contractor may, upon seven days' written notice to the Owner and Architect. terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit, costs incurred by reason of such termination, and damages. g 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has repeared:y failed to fulfill the Owner's obligations under the Contract Documents with respect to matters finportant to the progress of the Work, the Contractor may, upon seven additional days' written notice to the. Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14. l .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 Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is entity of substantial breach of a provision of the Contract Documents. g 14.2.2 When any ante above reasons exist, the Owner, upon certification by the Initial Decision Maker that sufficient cause exists to justify suet 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 furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to reeeNe further payment until the Work is finished. g 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be. shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. § 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole Cr in part for such period of time as the Owner may determine. A1A Document A201'" - 2007. Copyright 19'1 1915 191 ,9 1925, 1937 1951. 1959_ 196 1 , 1%3. 190, 4,970, 1978, 1 987, 1997 art.d 2007 by The Arnertcal instdute bf Architects. All rights reserved. • • • : ., .n,r . • •• • . • . • •••• . . • •711,' 11f0th.:Cji1,11 the • • . ' • • '• This document was produced by 41A soriware et 10.05 37 on 10)29/2010 under Order 140.9131052315_1 Which eximes on 10/21/2011 aids nix for resalo user Notes: t17683875) init § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in 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 sitspended, 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 the Contract. § 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE § 14,4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. § 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall cease operations as directed by the Owner in the notice „2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all 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. Hie 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, § 15.1.2 NOTICE OF CLAIMS Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Initial Decision Maker with a copy sent to the Architect. if the 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 Architect will prepare Change Orders and issue Certificates for Payment in accordance with the decisions of the Initial Decision Maker. § 15.t4 CLAIMS FOR ADDITIONAL COST If the 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 10.4. § 15.1.5 CLAIMS FOR ADDITIONAL TIME § 15,1,5.1 If the Contractor wisnes to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In The case of a co:liming delay, only one Claim is necessary. § 15.1,5.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably aniicipaled and had an adverse effect on the scheduled construction. A1A Document A201 1" — 2007. 0 yt'1n 1911. 10 1 5. 1 918 1925. '937, 1951, 1958. 1981, 1983. 1968 1978. 19 76. '987 1997 and 2007 ley The American InElltUte ArChlects. All rights reserved ". • • • ••• • 1 .• •• 112 • ". •• •• 4..,(t f,,')SOC,11W111(.1 . decierien1 was produced nyik,i4 software at 10.05 -37 on 10129/2010 under Order No• 913195251521 whorl ettpres on 1012112011 . and is not for resale. USer Notes: !..1768385875 init § 15.1.6 CLAIMS FOR CONSEQUENTIAL DAMAGES The Contractor and Owner waive Claims aLl'anSt each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for Loss of management or employee produetivity 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 shalt be deemed to preclude an award of liquidated damages, when applicable, in accordatice with the requirements of the Contract Documents. § 15.2 INITIAL DECISION § 15.2. Claims, excluding those arising under Sections 10,3, 10.4, 11.3.9, and 11.3.10, shall be referred to the Initial Decision Maker for initial decision, The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim arising prior to the date final payment is due, unless 30 days have passed idler the Claim has been referred to the Initial Decision Maker with no decision having been rendered, Unless the Initial Decision Maker and all affected parties 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 of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party. (2) reject the Claim ill whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or ifthe Initial Decision Maker concludes that, in the Initial Decision Maker's sole diseretion, 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 Maker in renderinit. a decision. The initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. §15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data. (2) advise the Initial Decision Maker when the response or supporting data will be fiirnished or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data, ilany. fhe 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 parfes and the Architect, if the Architect is not serving as the Initial Decision Maker, of ally 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 mey, within 3f) deys from the date of an initial deesion, demand in writing that the other party file for mediation within 60 days of the initial dec:sion, If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision, A1A Document A201'" — 2007. C opy, 944 C •9" 1915 iql8 1925. 1937 1951. 1959. "961, 1963 1969, 1970 1976, 1967, 1997 and 2007 by The American Institute oi Architects. All rights reserved. ' . . . • • " • •• •• • '• • • • • • • • • • ' ............'rt 11•31 Al,;:•.'-•-v?!1 !ye ,..,!0 !u the • This document was produced by AIA saftvitre at 10:05.37 101291110 under Order No.9131052315_1 Which (176E1385875) expires on 10/21/2011. and is not for r05.We User Notes: § 15.2,7 In the event of a ('Lain against the Contractor, the Owner may. but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. lithe 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.! 0.5. 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 Clahns 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 concurrently with the filing olbinding dispute resolution proceedings hut, 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 arbitrators' and agree upon a schedate for later proceedings, § 15.3,3 The parties shall share the mediator's fee arid 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 he enforceable as settlement agreements in any court having jurisdiction thereof: § 15.4 ARBITRATION § 15.4.1 lithe parties have seiected arbitration as the method for binding dispute resolution in the Agreement, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, 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 arbitration 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 notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. § 15.4.1,1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, bin hi 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 arbitration shalt constitute the institution of legal or equitable proceedings based on the Claim. § 1541 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with upphcable law in any court having jurisdiction thereof: §15.4.3 The tbreeoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by., parties to the Aereernent shalt be specifically enforceable under applicable law in any court having jurisdiction thereof §15.4.4 CONSOLIDATION OR JOINDER § 15.4.4.1 Either party. at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is party provided that (I) 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 arbitratioes employ materially similar procedural rules and methods for selecting arbitrator(s). § 15.4.4.2 Either party, at its sole discretion, mey ieelude 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 AIA Document A201M -2007. Cepyright 1911. 1D,5, 1918. 1925. 1937, 1951,195B. 1901 1963. 1906, 1970. 1976, 1987, 1$97 arid 2(107 by Ths American ineeme of Archrlecl.t. Alt ' • • • • . • • • " ' • .• . • • . • 1!".in docurne7.1 was proMiced ty AAA z,Ytv,iatet S'i) 45.3] on 1N2S12919 under Or8er No.9131052315_1 Which expirca on 10121U011, anti is not tcw iebale User Notes: (1768385975) additional person or entity shall not constitute consent to arbitration of any ciaim, dispute or other matter in question not described in the written consent. § 15.4.4.3 The Owner and Contractor grimE to any person or entr.ity made a party to an arbitration condut:tedluider this Section 15.4, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Contractor under this A 2reeni eat. AIA Document A201'm — 2007. Co,cynaht 1911 . '015. 1910, 1520. 193.7. 19.51. 1950. 1961 196.3. 1966. 19 70, '.976. 1957, 1997 and 2067 by The American Institute of Architects. All fights reserved. • . . . . . . . • • • . • p.O.W; hi, .0,17 • • • This in6Lurnent was produced by MA software al 10.05 37 on 1o/29/2010 under Order No.91311302315_1 Whica expires On 1012112G1 1, and is not for ressoe User Notes: (1768385875) Additions and Deletions Report for AM Document A201 7 -2007 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AlA document in order to complete it, as well as any text the author may have added to or deleted from the original AlA text, Added text is shown underlined. Deleted text is indicated with a horizontal line llyough the original AIA (ext. Note: This Additicr s and Deletions Report is provided for infcrmation purposes only and is not incorporated into or constitute any part of the assoc:ated AlA document. This Additions and Deletions Report and ts associated decal-lent were generated simultaneously by AA software at 10:05:37 on 10129/20W. PAGE Oakland Pointe Connector Proicct 10-163 230/250 Elizabeth Lake Road Pontiac, MI 48311 County of Oakland. a Michigan Constitutional and Municipul Corporation By and through its Department of Facilities Management 1200 N, Telegraph Road Pontiac, MI 48341 Additions and Deietions Report for AlA Document A201" — 2007. Copyright 04911. 195, 1916. 1925. 1937, 1951. 1958. 1961. 19C3, 1966. 1970, 1976. 19e7 arie 2007 by The oiontan Irshtule 0! ArchleC15. All fights reserved. This document was produced by ALA $uftware at 10.05:37 on 10/28/2010 under Oder No 9131052315 .1 wrictr exuire. on 1 t•iid is rsut tor resale User Notes: (17563055751 Certification of Document's Authenticity MA0 Document NOP - 2003 F. Paul Hunter. hereby certify, to the best of my knowicthic. information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 10:0537 on 10Q9/2010 tinder Order No. 0131052315_1 from A1A Contract Documents software and that in preparing the attached final document I made no elianizes to the oriiAnal text of AlA' Document A2O1TM — 2007, General Conditions of the ContraLa for Construction. as published by the A1A in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Mid (Dated) ALA Document 1)401`" — 2003. CooyLigi'l V 1992 ana 2003 by The American Inslitute of Architects. AI' tights reserved. .4.A ••H.. 1 , „, . This doctiment WBS riromicea by AlA software al 10 05.37 or" 10.29.'2010 under Order No 91J ICI.23 15_1 which expires on 10/21 12011. and is not tor resale Uses Notits: (1768385875) ills s TVS noneanglaannesonanni 07n11110.6i6~iniiiiiniamMinmak. Mani; inemereir4 rilittioteksea0 ; Prorect REVISED 001C4 Pr.:construct' Tmk 1144a: Thu 10,713.10 Spig PrognseLs ••n••••n•n.- SLImmapt ElteKnii TaRkS Miles:nee • External Peldeerana — — — Dreedine Exhibit A Oakland Pointe Connector Addition Preconstruction Schedule 15 LI Task Name I PRECONSTRUCTION C NI Award Requt lc, Proposal CM SoInnann NE Serdites urrookele Cense iscenn P rrlitS Approvals 13 MOO 44u01 Pi rleeng Perru 1 I' Bidding 13 Bin Package - Vevekvver,1 Ain nerkauu ,s1 aiddrng Poe.1 1541 rviewe Pecemenendolior r; 2 Centro...1s eiralert 1411 F.nish ()wooer 55 days Tule 4,r10 Mon 1,11,11 -12 days Tu. 1025110 Thu 1112-1,1p Voreeroareseareamie day, Toe 723,10 To 115, 3510- 5.5105 150 021:11.1 ill-re. 1.22110 .tis 3 days Wed 11231C Wed 1123210 5015 1lee 1.310 11144111.3.103 15 days Wed 11:3110 Tun 11,r23,10 15 oar, Wel I 1.3 10 1 im 1 /2.3.• IC 13 Me), Use 16421,10 Mee 1149210 IS 1)m-5 70u 1112 r Is Paed 1 134255 Tr 1.0 10 11 :12 ' 1 3 aves Mu, 11:52. 'I 'N.:11'1241n 1 L,”•e FIcl• I I.2,? lo 1,1 .10.25. IC Nnionnhe. Dri-orriner iarnLUVY F n51,,aco 1./Ins010 ..10 10 Material Procgiercisot at ea/5 Tun 1010-13 Msni11!11 nemrttols 25 days Too 11.1000 Mon i1.10.11 20 Stele Dinning's Butirti iito /12 20 ia Is' 1030.5 Min, 12/27,10 Zr .01 R En.,f* 20 dins ion 121400 Moro 101511 22 Long Lord Nelms 45 dos Tut 1217115 Mon li1317-1/ Steel 20 days 1Le 127;10 1.1711.1:31 1 Metal Parre0s 35 days Tun '2:14/15 ';31.11 23 AI,oOr,sm .' Doers a Hamann; tilos -35 dans Fun 1214210 Moo -1!310i1 25 Fleoviey 25 dais Tne 12:10-10 Mon 2 iMechnnical Systems 25 duns 1.401:21414 Mon 1,17:11 20 . Lip ht Fi Mir es 25 don. One '121410 Mon 1217,11. CONSTRUCTION 44 days Mon 1121710 Thu 47,11 It Motatzation :IT•ertemig I Seortege 515171 PA. 112.45111 Fri 1251 0 22 3?nouuiSso Sets?: Mor 455145 T 17;11410 Seeerork firaluarn;lueG Lltenos'ii 10 days Mon 2.02111 ii 12124,70 24 .-c05r575 I days Mon 1 7: 10 Fri 122-3-1,-10 55STruchualriat-er 0, dafs Too 001.11 Mut 15,11 35 Enckeore fraletal Studs Board: 13 days Toe 1,11,11 L1./.. 1121:1 I Roof ng, 5 ga,,,s '7,1e 2 1.11 Mull 2:1:1 I 705 le1eall Panels ir Coning :Windows 10 dap 1,40 2.5.11 Mon Z/21/11 35 Rhone* 3 days 'Tat 2,2511 Thu 2/10.11 -44 Rough Carcorllj, 5 dalrs Fr 241.11 Thu 2/121 I MLR Rough 15 days 'rue 22211 Lion 3114,11. 42 Fresh Caa,ueetryiCeli.4us, Peel. Flnonng) 15 day. Tut 115;11 Moo 4241 I .43 Final Insgar-linres a clays Tee 4-411 Thu 47.1 Fraal Oecupsiany2RM,4,11::F101Ple3Inn C dos Ttin 4.7,1 I Thu 4,7.11' 45 POST CONSTRUCTION days rue 4,5411. Thu 411411 4 T Cweer Troierrig 3 days ive 415111 Thu 47211 43 Closeout Document 'Turnover 5 dos Fri 421213 Thu 40411 Page 1—QUANTITY I UNIT PRICEJ UNIT TOTAL Exhibit C FEE PROPOSAL OAKLAND COUNTY OAKLAND POINTE CONNECTOR ADDITION CONSTRUCTION MANAGER SERVICES GEORGE W. AUCH COMPANY October 5, 2010 ESTIMATED MANAGEMENT GC'S PRE-CONSTRUCTION PHASE (2 Months Pre-Construction Estnate 16 $90.00 Hour $1,440.00 1 Project Executive 8 $110.00 Hour $280.00 Project Engineer 32 $75.00 Hour $2,400.00 Scheduling 8 $45.00 Hour, $360.00 ESTIMATE OF MANAGEMENT PRECONSTRUCTION GCS $5,080.00 ESTIMATED MANAGEMENT GC'S CONSTRUCTION PHASE (4.5 Months Project Executive 40 $110.00 Hour nclude in fee Project Engineer (1day / vvic) 156 $75.00 Hour $11,700.00 Scheduling 16 $45.00 Hour $720.00 _ i Administrative Service 48 $45.00 $2,160.00 ESTIMATE OF MANAGEMENT CONSTRUCTION GC'S ESTIMATED PROJECT GC'S (4.5 Months $14,680.00 - - Superintendent 7801 $75.00 Hour' $58500.00 _ Temp. Field Office _ 4- $400.00 Month $1,600.00 -Temp Toitets 4 $130.00 $520.00 1- Temp. Telephones I fax 4 $400.00 Month $1,600.00 Temp. Office Furniture 1_ $200.00 Lump Sum_ $200.00_ , Postage (Auch only) 1 $200.00 Lump Sum $200.00 n-- Printing (Auch only) 1 $500.00 Lump Suml $500.00 ESTIMATE OF PROJECT GC'S $63,120.00 * We have included a Full time Superintendent • There is no difference in cost for the Construction Manager in scheme A or B. * These are Management GC's only, refer to matriK for direct project GC's to be developed. Project Executive costs for construction are included in our CM Fee, normally these costs run approximately 0.3% of the total cost of construction. Subtotal $82,780.00 FEE Exhibit C FEE PROPOSAL OAKLAND COUNTY OAKLAND POINTE CONNECTOR ADDITION CONSTRUCTION MANAGER SERVICES GEORGE W. AUCH COMPANY October 5, 2010 1) For MA 1311Cm Constructionldlariagerrienit Fe-i-1 2.25% of —1 5700,aTil $15.750TYTII Note: When the program is further developed we will adjust the hours and durations and use only as actually needed on a project to project basis. The durations for construction wilr be adjusted when the design status is4cnown, and impact to interest earnings is considered. The Direct General Conditions costs per our matrix could be done by trade contractors or Auch when design is complete. These normally run approximately 1%-2%. OCP insurance is an additional 0.3% total cost of construction. G(L. Insurance is an additional 06% x total cost of construction. Bond Cost is an additional 1% x total cost of construction. Resolution #10284 November 3, 2010 Moved by Long supported by Coleman the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted). AYES . Bullard, Burns, Coleman, Coulter, Douglas, Gershenson, Gingell, Gosselin, Gremel, Hatcnett, Jackson, Jacobsen, Long, McGillivray. Middleton, Nash, Potts, Runestad, Scott, Taub, Woodward. Zack. (22) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda were adopted (with accompanying reports being accepted). STATE OF MICHIGAN) COUNTY OF OAKLAND) I. Ruth Johnson. Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on November 3. 2010, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 3 day of November, 2010. gat Ruth Johnson, County Clerk