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HomeMy WebLinkAboutContract CAG-06-008 *`�`r• TM ==. Document A101 - 1997 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a STIPULATED SUM AGREEMENT made as of the I day of too, in the year of .40&447 (In words, indicate day, month and year) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Owner: added information needed for its (Name, address and other information) completion.The author may also have revised the text of the original City of Renton;-Peter Renner AIA standard form.An Additions and 1055 South Grady Way Deletions Report that notes added Renton,WA 98057 information as well as revisions to Phone: 425-430-6605 the standard form text is available Fax: 425-430-6603 from the author and should be reviewed.A vertical line in the left and the Contractor: margin of this document indicates (Name,:address and other information) where the author has added necessary information and where Regency NW Construction,Inc. the author has added to or deleted P.O.Box 6429 from the original AIA text. Bellevue,WA 98008 This document has important legal Phone: 425-883-1301 consequences. Consultation with an Fax: 425-883-1302 attorney is encouraged with respect The Project is: to its completion or modification. (Name and location) AIA Document A201-1997,General Conditions of the Contract for Activity Buildings ADA Upgrades Construction,is adopted in this Thomas Teasdale Park,601 South 23rd Street document by reference. Do not use Kiwanis Park,81`5 Union Avenue NE with other general conditions unless this document is modified. The Architect is; (Name, address and other information) This document has been approved and endorsed by The Associated Gensler General Contractors of America. 1524 Fifth Avenue,Suite 300 Telephone Number: 206-654-2100 The Owner and Contractor agree as follows. AIA Document A101TM—1997.Copyright ©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA"' Document,or any portion of it,may result in severe civil and criminal penalties,and will be / prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:29:50 on 10/03/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (280714073) `%e ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement,Conditions of the Contract(General, Supplementary and other Conditions),Drawings, Specifications,Addenda issued prior to execution of this Agreement,other documents listed in this Agreement and Modifications issued after execution of this Agreement;these form the Contract,and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations or agreements,either written or oral.An enumeration of the Contract Documents,other than Modifications,appears in Article 8. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents,except to the extent specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION §3.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the date of commencement if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed.) The commencement date will be fixed in a notice to proceed. If,prior to the commencement of the Work,the Owner requires time to file mortgages,mechanic's liens and other security interests,the Owner's time requirement shall be as follows: §3.2 The Contract Time shall be measured from the date of commencement. §3.3 The Contractor shall achieve Substantial Completion of the entire Work not later than 120 days from the date of commencement,or as follows: (Insert number of calendar days.Alternatively, a calendar date may be used when coordinated with the date of commencement. Unless stated elsewhere in the Contract Documents, insert any requirements for earlier Substantial Completion of certain portions of the Work.) Portion of Work Substantial Completion Date subject to adjustments of this Contract Time as provided in the Contract Documents. (Insert provisions, if arty,for liquidated damages relating to failure to complete on time or for bonus payments for early completion of the Work:) $200.00 will be assessed for each calendar day that the Contractor exceeds the Final Completion Date. ARTICLE 4 CONTRACT SUM §4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract.The Contract Sum shall be Two Hundred Sixty-six Thousand Three Hundred Forty-two Dollars and Zero Cents which includes Washington State Sales Tax($266,342.00),subject to additions and deductions as provided in the Contract Documents. §4.2 The Contract Sum is based upon the following alternates,if any, which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates. If decisions on other alternates are to be made by the Owner subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires) AIA Document A101TM—1997.Copyright ©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 2 Unauthorized reproduction or distribution of this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will be / prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:29:50 on 10/03/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (280714073) Alternate#1: Deduct interior and exterior painting §4.3 Unit prices, if any,are as follows: Description Units Price($0.00) ARTICLE 5 PAYMENTS §5.1 PROGRESS PAYMENTS §5,1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect,the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. §5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month,or as follows: (Paragraph deleted) §5.1.3 The City of Renton operates on a two-week cycle according to the 2006 Accounts Payable Calendar,a copy of which will be provided to the Contractor. Applications for payment must be received by the Owner a minimum of one week prior to any Purchase Order cutoff date to be processed in that run. §5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents.The schedule of values shall allocate the entire Contract Sum among the various portions of the Work.The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule,unless objected to by the Architect,shall be used as a basis for reviewing the Contractor's Applications for Payment. §5.1.5 Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. §5.1.6 Subject to other provisions of the Contract Documents,the amount of each progress payment shall be computed as follows: 1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values,less retainage of Five percent ( 5.00%).Pending final determination of cost to the Owner of changes in the Work,amounts not in dispute shall be included as provided in Section 7.3.8 of AIA Document A201-1997; ,2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction(or,if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of Five percent ( 5.00%); .3 Subtract the aggregate of previous payments made by the Owner;and .4' Subtract amounts,if any,for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-1997. §5.1.7 The progress payment amount determined in accordance with Section 5.1.6 shall be further modified under the following circumstances: AIA Document A101TM—1997.Copyright ©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING:This AIA` Document is protected by U.S.Copyright Law and International Treaties. 3 Unauthorized reproduction or distribution of this AIA'`" Document,or any portion of it,may result in severe civil and criminal penalties,and will be 1 prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:29:50 on 10/03/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (280714073) .1 Add, upon Substantial Completion of the Work,a sum sufficient to increase the total payments to the full amount of the Contract Sum, less such amounts as the Architect shall determine for incomplete Work,retainage applicable to such work and unsettled claims;and (Section 9.8.5 of AIA Document A201-1997 requires release of applicable retainage upon Substantial Completion of Work with consent of surety, if any.) .2 Add,if final completion of the Work is thereafter materially delayed through no fault of the Contractor,any additional amounts payable in accordance with Section 9.10.3 of AIA Document A201-1997. 5.1.8 Reduction or limitation of retainage, if any,shall be as follows: (If it is intended,prior to Substantial Completion of the entire Work, to reduce or limit the retainage resulting from the percentages inserted in Sections 5.1.61 and 5.1.6.2 above, and this is not explained elsewhere in the Contract Documents, insert here provisions for such reduction or limitation.) N/A §5.1.9 Except with the Owner's prior approval,the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. §5.2 FINAL PAYMENT §:5.2.1 Final payment,constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when: .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201-1997,and to satisfy other requirements, if any,which extend beyond final payment;and .2 a final Certificate for Payment has been issued by the Architect. §5,2.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment,or as follows: ARTICLE 6 TERMINATION OR SUSPENSION §61 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201-1997. §6.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-1997. ARTICLE 7 MISCELLANEOUS PROVISIONS §7.1 Where reference is made in this Agreement to a provision of AIA Document A201-1997 or another Contract Document,the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. §72 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below,or in the absence thereof,at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of.interest agreed upon, if any.) )per annum (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Contractor's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) AIA Document A1011r—1997.Copyright ©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 4 Unauthorized reproduction or distribution of this AIA''' Document,or any portion of it,may result in severe civil and criminal penalties,and will be I prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:29:50 on 10/03/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (280714073) ` .re §7.3 The Owner's representative is: (Name,address and other information) Peter Renner,Facilities Director City of Renton 1055 South Grady Way Renton,WA 98057 Phone: 425-430-6605 Fax: 425-430-6603 §74 The Contractor's representative is: (Name, address and other information) Brian Foote,President Regency NW Construction P.O.Box 6429 Bellevue,WA 98008 Phone: 425-883-1301 Fax: 425-883-1302 §7.5 Neither the Owner's nor the Contractor's representative shall be changed without ten days written notice to the other party. §7.6 Other provisions: None ARTICLE 8 ENUMERATION OF CONTRACT DOCUMENTS §8.1 The Contract Documents,except for Modifications issued after execution of this Agreement,are enumerated as follows:, §8.1.1 The Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner and Contractor,AIA Document A101-1997. §8,1.2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction,AIA Document A201-1997. I §8.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated August 01,,2006,and are as follows Document Title Pages 00800 Special Conditions 3 §8.1.4 The Specifications are those contained in the Project Manual dated as in Section 8.1.3,and are as follows: (Either list the Specifications here or refer to an exhibit attached to this Agreement.) Title of Specifications exhibit: (Rows deleted) §8.1.5 The Drawings are as follows,and are dated August 10,2006 unless a different date is shown below: (Either list'the Drawings here or refer to an exhibit attached to this Agreement.) Number Title Date A00.00 Index,Project Information, Maps A00.01 Graphic Symbols A00.10 General Notes AIA Document A101Tm—1997.Copyright ©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING:This AIA! Document is protected by U.S.Copyright Law and International Treaties. 5 Unauthorized reproduction or distribution of this AW' Document,or any portion of it,may result in severe civil and criminal penalties,and will be t prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:29:50 on 10/03/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (280714073) `ti.► tame A00.40 Typical Information A01.01 Demolition Plan First Floor A02.01 Construction Plan First Floor A04.01 Reflected Ceiling Plan First Floor A09.01 Exterior Elevations A11.01 Interior Elevation *12.01 Typical Details *12.02 Typical Details 8.1.6 The Addenda,if any,are as follows: Number Date Pages 1 8/23/2006 2 2 8/28/2006 1 Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 8. §8.1.7 Other documents,if any,forming part of the Contract Documents are as follows: (List here any additional documents that are intended to form part of the Contract Documents.AM Document A201- I997 provides that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders, sample forms and the Contractor's bid are not part of the Contract Documents unless enumerated in this Agreement. They should be listed here only if intended to be part of the Contract Documents.) This Agreement is entered into as of the day and year first written above and is executed in at least three original copies,of which one is to be delivered to the Contractor,one to the Architect for use in the administration of the Contract,and the remainder to the Owner. OWNER(Si ature) C (Signature) Kathy Keolker,Mayor (Printed name and title) (Printed name and title) XJ.ft74�1j, &)a -� ATTEST(Signature) Bonnie Walton,City Clerk I (Printed name and title) AIA Document A101 TM—1997.Copyright ©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 6 Unauthorized reproduction or distribution of this AIA'' Document,or any portion of it,may result in severe civil and criminal penalties,and will be / prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:29:50 on 10/03/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (280714073) SECTION 00800-SPECIAL CONDITION The following supplements modify the "General Conditions of the Contract for Construction", AIA Document A201, 1997 edition, as a part of these Contract Documents. ARTICLE 1 -COMPLIANCE WITH WAGE RATES AND FILING OF "INTENT TO PAY PREVAILING WAGES" HEREINAFTER CALLED "INTENT"AND "AFFIDAVIT OF WAGES PAID" 1.1 " Prevailing Wages on Public Works"-The Contractor and Subcontractors shall comply with 39.12 RCW and amendments"Prevailing Wages on Public Works." The prevailing rate wages to be paid to all workers, laborers, or mechanics employed in the performance of any part of this Contract shall be in accordance therewith. 1.2 Current prevailing wage data will be furnished by the Industrial Statistician upon request. Requests shall be made to the State of Washington Department of Labor and Industries. Wage data is also available at http://www.Ini.wa.gov/prevailingwage/prey wage rates.htm The Contractor is responsible for paying the appropriate wage rates. 1.3 The Contractor, and all Subcontractors, on or before the date of commencement of work, shall file a statement under oath with the City and with the Director of Labor and Industries certifying the rate of hourly wages paid to each classification of laborers, workers, or mechanics employed to perform work under this Contract shall not be less than the prevailing rate of wages determined by the Washington State Labor and Industries. Such statement and any supplemental statements which may be necessary shall be filed in accordance with the practices and procedures required by the Department of Labor and Industries. 1.4 Copies of all "Intents" shall be on file with the Contractor, the Industrial Statistician, and the City. 1.5 "Affidavits of Wages Paid"- upon completion of project, the Contractor shall fully execute and file"Affidavit of Wages Paid"with the Washington State Department of Labor and Industries and any other agencies required by law. Sample copy enclosed herein. Copies shall be provided to the City prior to Final Completion, Final Payment and release of Retainage. Each affidavit of wages paid must be certified by the Industrial Statistician of the Department of Labor and Industries before it is submitted. 1.6 All costs and fees for and associated with the "Intent to Pay Prevailing Wages" and "Affidavits of Wages Paid" are to be paid by the Contractor. ARTICLE 2- STATE LICENSING LAW The Contractor agrees to comply with all requirements of Chapter 18.27 RCW. The Contractor agrees and covenants to furnish unto the Owner proper evidence that the Contractor has fully complied with the State Licensing Law of the State of Washington, Chapter 18.27 RCW, and a SPECIAL CONDITIONS, 00800-1 w.. Contractor's Certificate of Registration shall be in full force and effect throughout the work project herein above enumerated, prior to starting work. ARTICLE 3- NON-DISCRIMINATION The Contractor shall offer equal opportunity to all qualified employees and applicants for employment without regard to the race, creed, color, sex, national origin, age, or disability. ARTICLE 4-CITY OF RENTON BUSINESS LICENSE Prior to signing a contract the contractor agrees to purchase a City of Renton Business License and maintain the license in full force and effect throughout the work of the project. License may be purchased from the City Finance Department located on the First Floor of the City Hall Building, 1055 South Grady Way, Renton, WA. ARTICLE 5-SITE AND STREET CLEANING Contractors working dump trucks and/or other equipment on paved streets and roadways will be required to clean said streets at the conclusion of each day's operation or as directed by the City. If the area is not properly cleaned or the condition of the excavation warrants or if required by other City or State ordinances or requirements, the Owner shall direct the Contractor to provide facilities to remove clay or other deposits from the tires or between dual wheels before trucks and/or other equipment will be allowed to travel beyond the construction site. Any violation of the above requirements shall be sufficient ground for the Owner to order the area in question cleaned by others, the cost of the operation to be deducted from the Contract amount. It shall be the Contractor's responsibility to control dust at the construction site by watering as required or as directed by the Owner. All costs in connection with the above work shall be considered as incidental to the construction, and payment shall be considered to be included in the prices bid for the various items comprising this improvement. ARTICLE 6- PERFORMANCE BOND (CONTRACTOR'S CONTRACT BOND): The Contractor shall execute and deliver to the Owner a bond on the form included in this Contract Documents, with an approved surety company, as surety in the sum of the full amount of the contract price including the Washington State Sales Tax, in compliance with the Revised Codes of Washington, and any amendments thereto. The bond shall also guarantee the Contractor's material and workmanship on the project for a period of one (1)year from the date of the issuance of his Certificate of Substantial Completion by the Architect. ARTICLE 7-TRAFFIC SAFETY AND STREET USE: The Contractor shall be responsible for the provision of barricades and the safety guards and any other structures of improvement necessary for the complete protection of the public or workers including traffic study requirements as directed by the City in consultation with the Public Works SPECIAL CONDITIONS, 00800-2 and Police Departments. The Contractor shall further abide by all rules and regulations of OSHA as amended or supplemented by WISHA. Contractor shall be responsible for any permits required due to construction activity or staging in the public right-of-way including, but not limited to, traffic control and flaggers as required by City Public Works Department. All costs in connection with the above work shall be considered as incidental to the construction, and payment shall be considered to be included in the prices bid for the various items comprising this improvement. ARTICLE 8- PERMITS: The Owner will pay directly for the Building Permit. It shall be the Contractor's responsibility to apply for and pay for the plumbing, mechanical, electrical and elevator permits and to secure all other Municipal, County, or State permits and licenses necessary or incident to the actual performance of the work under this Contract that have not been addressed in the contract documents, and shall, during the work progress, comply with all laws, ordinances, and governmental regulations pertaining to carrying out of the work. END OF SECTION SPECIAL CONDITIONS, 00800-3 Bond No. : 104775551 AIA Document A312 Performance Bond Conforms with the American Institute of Architects,AIA Document A312. Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. CONTRACTOR(Name and Address): SURETY(Name and Principal Place of Business): Regency NW Construction,Inc. Travelers Casualty and Surety Company of America P.O.Box 6429, One Tower Square, Bellevue,WA 98008 Hartford,CT 06183-6014 OWNER(Name and Address): City of Renton ,1055 South Grady Way Renton,WA 98055 CONSTRUCTION CONTRACT Date: Amount:TWO HUNDRED SIXTY-SIX THOUSAND THREE HUNDRED FORTY-TWO AND NO/100THS Dollars ($266,342.00) Description(Name and Location): Activity Buildings ADA Upgrades,Thomas Teasdale Park,601 South 23rd Street,Kiwanis Park,815 Union Avenue NE BOND Date(Not earlier than Construction Contract Date): Amount:TWO HUNDRED SIXTY-SIX THOUSAND THREE HUNDRED FORTY-TWO AND NO/100THS Dollars ($266,342.00) Modifications to this Bond: XQ None ❑See Page 2 CONTRACTOR AS PRINCIPAL SURETY Company: Regency NW Construction,Inc. (Corporate Seal) Company: Travelers Casualty and Surety (Corporate Seal) Company of America Signature: Signature: Name and Title: Name and Title: (Any additional signatures appear on page 2.) Jill A.Boyle—Attorney-In-Fa��t (FOR INFORMATION ONLY-Name,Address and OWNER'S REPRESENTATIVE (Architect, Engineer or other Telephone)AGENT or BROKER: Parker I Smith I Feek party): 2233112th Ave.N.E., Bellevue,WA 98004 (425)709-3600 1 The Contractor and the Surety,jointly and severally, bind themselves, perform the Construction Contract, but such an agreement shall their heirs,executors,administrators,successors and assigns to the Owner for not waive the Owner's right, if any, subsequently to declare a the performance of the Construction Contract, which is incorporated herein Contractor Default;and by reference. 3.2 The Owner has declared a Contractor Default and formally 2 If the Contractor performs the Construction Contract,the Surety and the terminated the Contractor's right to complete the contract. Such Contractor shall have no obligation under this Bond,except to participate in Contractor Default shall not be declared earlier than twenty days conferences as provided in Subparagraph 3.1. after the Contractor and the Surety have received notice as 3 If there is no Owner Default, the Surety's obligation under this Bond provided in Subparagraph 3.1;and shall arise after: 3.3 The Owner has agreed to pay the Balance of the Contract 3.1 The Owner has notified the Contractor and the Surety at its address Price to the Surety in accordance with the terms of the Construction Contract or to a contractor selected to perform the described in Paragraph 1Q below that the Owner is considering Construction Contract in accordance with the terms of the declaring a Contractor Default and has requested and attempted to contract with the Owner. arrange a conference with the Contractor and the Surety to be held not later than fifteen days after receipt of such notice to discuss methods of 4 When the Owner has satisfied the conditions of Paragraph 3, the performing the Construction Contract. If the Owner, the Contractor and Surety shall promptly and at the Surety's expense take one of the the Surety agree, the Contractor shall be allowed a reasonable time to following actions: SURETY 5026(6-92) S-18521GEEF10/99 Page 1 of 2 4.1 Arrange for the Contractor,with consent-t'the Owner,to perform 7 The Surety shall m-1 be liable to the Owner or others for obligations of and complete the Construction Contract;or the Contractor that irelated to the Construction Contract, and the 4.2 Undertake to perform and complete Construction Contract Balance of the Contra ice shall not be reduced or set off on account of itself,through its agents or through independent contractors;or any such unrelated obligations.No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, 4.3 Obtain bids or negotiated proposals from qualified contractors administrators or successors. acceptable to the Owner for a contract for performance and completion of the Construction Contract,arrange for a contract to be prepared for 8 The Surety hereby waives notice of any change, including changes of execution by the Owner and the contractor selected with the Owner's time, to the Construction Contract or to related subcontracts, purchase concurrence, to be secured with performance and payment bonds orders and other obligations. executed by a qualified surety equivalent to the bonds issued on the 9 Any proceeding,legal or equitable,under this Bond may be instituted Construction Contract, and pay to the Owner the amount of damages in any court of competent jurisdiction in the location in which the work or as described in Paragraph 6 in excess of the Balance of the Contract part of the work is located and shall be instituted within two years after Price incurred by the Owner resulting from the Contractor's default;or Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its 4.4 Waive its right to perform and complete, arrange for completion, obligations under this Bond,whichever occurs first.If the provisions of this or obtain a new contractor and with reasonable promptness under the Paragraph are void or prohibited by law, the minimum period of limitation circumstances: available to sureties as a defense in the jurisdiction of the suit shall be applicable. .1 After investigation,determine the amount for which it may p Notice to the Surety, the Owner or the Contractor shalt be mailed or amount is determined, tender payment therefor to the liable the Owner and, soon as practicable after the delivered to the address shown on the signature page. a Owner;or 11 When this Bond has been furnished to comply with a statutory or other .2 Deny liability in whole or in part and notify the Owner legal requirement in the location where the construction was to be citing reasons therefor. performed, any provision in this Bond conflicting with said statutory or 5 If the Surety does not proceed as provided in Paragraph 4 with legal requirement shall be deemed deleted herefrom and provisions reasonable promptness, the Surety shall be deemed to be in default on this conforming to such statutory or other legal requirement shall be deemed Bond fifteen days after receipt of an additional written notice from the incorporated herein. The intent is that this Bond shall be construed as a Owner to the Surety demanding that the Surety perform its obligations statutory bond and not as a common law bond. under this Bond, and the Owner shall be entitled to enforce any remedy 12 DEFINITIONS available to the Owner. If the Surety proceeds as provided in Subparagraph 12,1 Balance of the Contract Price: The total amount payable b the 4.4, and the Owner refuses the payment tendered or the Surety has denied P'Y Y liability, in whole or in part, without further notice the Owner shall be Owner to the Contractor under the Construction Contract after all entitled to enforce any remedy available to the Owner. proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in 6 After the Owner has terminated the Contractor's right to complete the settlement of insurance or other claims for damages to which the Construction Contract, and if the Surety elects to act under Subparagraph Contractor is entitled,reduced by all valid and proper payments made 4.1,4.2,or 4.3 above, then the responsibilities of the Surety to the Owner to or on behalf of the Contractor under the Construction Contract. shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. To the 12.2 Construction Contract: The agreement between the Owner and limit of the amount of this Bond,but subject to commitment by the Owner the Contractor identified on the signature page, including all Contract of the Balance of the Contract Price to mitigation of costs and damages on Documents and changes thereto. the Construction Contract,the Surety is obligated without duplication for: 12,3 Contractor Default: Failure of the Contractor,which has neither 6.1 The responsibilities of the Contractor for correction of defective been remedied nor waived, to perform or otherwise to comply with work and completion of the Construction Contract; the terms of the Construction Contract. 6.2 Additional legal, design professional and delay costs resulting 12.4 Owner Default: Failure of the Owner,which has neither been from the Contractor's Default,and resulting from the actions or failure remedied nor waived, to pay the Contractor as required by the to act of the Surety under Paragraph 4;and Construction Contract or to perform and complete or comply with the 6.3 Liquidated damages, or if no liquidated damages are specified in other terms thereof. the Construction Contract, actual damages caused by delayed performance or non-performance of the Contractor. MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: (Space is provided below for additional signatures of added parties,other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Sea]) Company: (Corporate Seal) Signature: Signature: Name and Title: Name and Title: Address: Address: S-1852JGEEF 10199 Page 2 of 2 Bond No. : 104775551 AIA Document A312 Payment Band Conforms with the American Institute of Architects,AIA Document A312. Any singular reference to Contractor, Surety,Owner or other party shall be considered plural where applicable. CONTRACTOR(Name and Address): SURETY(Name and Principal Place of Business): Regency NW Construction,Inc. Travelers Casualty and Surety Company of America P.O.Box 6429, One Tower Square, Bellevue,WA 98008 Hartford,CT 06183-6014 OWNER(Name and Address): City of Renton 1055 South Grady Way Renton,WA 98055 CONSTRUCTION CONTRACT Date: Amount: TWO HUNDRED SIXTY-SIX THOUSAND THREE HUNDRED FORTY-TWO AND NO/100THS Dollars ($266,342.00) Description(Name and Location): Activity Buildings ADA Upgrades,Thomas Teasdale Park,601 South 23rd Street,Kiwanis Park,815 Union Avenue NE BOND Date(Not earlier than Construction Contract Date): Amount: TWO HUNDRED SIXTY-SIX THOUSAND THREE HUNDRED FORTY-TWO AND NO/100THS Dollars ($266,342.00) Modifications to this Bond: 191 None ❑See Page 2 CONTRACTOR AS PRINCIPAL SURETY Company: Regency NW uction,Inc. (Corporate Seal) Company: Travelers Casualty and Surety (Corporate Seal) Company of America Signature: Signature: ' Name and Title: Name and Ti4eAiill A.Boyle—Att�-In--Fact (Any additional signatures appear on page 2.) (FOR INFORMATION ONLY-Name,Address and OWNER'S REPRESENTATIVE (Architect, Engineer or other Telephone)AGENT or BROKER: Parker(Smith(Feek party): 2233112th Ave.N.E., Bellevue,WA 98004 (425)709-3600 1 The Contractor and the Surety,jointly and severally, bind themselves, 3 With respect to Claimants,this obligation shall be null and void if their heirs,executors,administrators,successors and assigns to the Owner to the Contractor promptly makes payment, directly or indirectly, for all pay for labor,materials and equipment furnished for use in the performance sums due. of the Construction Contract,which is incorporated herein by reference. 4 The Surety shall have no obligation to Claimants under this Bond 2 With respect to the Owner,this obligation shall be null and void if the until: Contractor: 4.1 Claimants who are employed by or have a direct contract with the Contractor have given notice to the Surety (at the address 2.1 Promptly makes payment, directly or indirectly, for all sums due described in Paragraph 12) and sent a copy, or notice thereof, to Claimants,and the Owner,stating that a claim is being made under this Bond and, 2.2 Defends, indemnifies and holds harmless the Owner from claims, with substantial accuracy,the amount of the claim. demands, liens or suits by any person or entity whose claim,demand, 4.2 Claimants who do not have a direct contract with the lien or suit is for the payment for labor, materials or equipment Contractor: furnished for use in the performance of the Construction Contract, .1 Have furnished written notice to the Contractor and sent a provided the Owner has promptly notified the Contractor and the copy, or notice thereof, to the Owner, within 90 days after Surety (at the address described in Paragraph 12) of any claims, having last performed labor or last furnished materials or demands, liens or suits and tendered defense of such claims,demands, equipment included in the claim stating, with substantial liens or suits to the Contractor and the Surety,and provided there is no accuracy,the amount of the claim and the name of the party Owner Default. to whom the materials were furnished or supplied or for whom the labor was done or performed;and SURETY 5026(6-92) S-1853/GEEF 3/00 Page 1 of 2 .2. Have either received a rejection in wl ole or in part from the the work or part of the work is located or after the expiration of one year Contractor, or not received within ays of furnishing the from the date (1) or 'ch the Claimant gave the notice required by above notice any communication fror ,'e Contractor by which Subparagraph 4. 1 or e 4.2.3, or(2)on which the last labor or service the Contractor has indicated the claim will be paid directly or was performed by anyone or the last materials or equipment were furnished indirectly;and by anyone under the Construction Contract, whichever of(1) or (2) first .3 Not having been paid within the above 30 days, have sent a occurs. If the provisions of this Paragraph are void or prohibited by law,the written notice to the Surety (at the address described in minimum period of limitation available to sureties as a defense in the Paragraph 12) and sent a copy, or notice thereof,to the Owner jurisdiction of the suit shall be applicable. stating that a claim is being made under this Bond and 12 Notice to the Surety, the Owner or the Contractor shall be mailed or enclosing a copy of the previous written notice furnished to the delivered to the address shown on the signature page. Actual receipt of Contractor. notice by Surety,the Owner or the Contractor,however accomplished,shall 5 If a notice required by paragraph 4 is given by Owner to the Contractor be sufficient compliance as of the date received at the address shown on the or to the Surety,that is sufficient compliance. signature page. 6 When the Claimant has satisfied the conditions of Paragraph 4, the 13 When this Bond has been furnished to comply with a statutory or other Surety shall promptly and at the Surety's expense take the following legal requirement in the location where the construction was to be actions: performed, any provision in this Bond conflicting with said statutory or 6.1 Send an answer to the Claimant, with a copy to the Owner, legal requirement shall be deemed deleted herefrom and provisions within 45 days after receipt of the claim, stating the amounts conforming to such statutory or other legal requirement shall be deemed that are undisputed and the basis for challenging any amounts incorporated herein. The intent is that this Bond shall be construed as a that are disputed. statutory bond and not as a common law bond. 6.2 Pay or arrange for payment of any undisputed amounts. 14 Upon request by any person or entity appearing to be a potential 7 The Surety's total obligation shall not exceed the amount of this Bond, beneficiary of this Bond, the Contractor shall promptly famish a copy of and the amount of this Bond shall be credited for any payments made in this Bond or shall permit a copy to be made. good faith by the Surety. 15 DEFINITIONS 8 Amounts owed by the Owner to the Contractor under the Construction 15.1 Claimant: An individual or entity having a direct contract Contract shall be used for the performance of the Construction Contract and with the Contractor or with a subcontractor of the Contractor to to satisfy claims,if any,under any Construction Performance Bond. By the furnish labor, materials or equipment for use in the performance of Contractor furnishing and the Owner accepting this Bond, they agree that the Contract. The intent of this Bond shall be to include without all funds earned by the Contractor in the performance of the Construction limitation in terms "labor, materials or equipment" that part of water, Contract are dedicated to satisfy obligations of the Contractor and the gas, power, light, heat, oil, gasoline, telephone service or rental Surety under this Bond,subject to the Owner's priority to use the funds for equipment used in the Construction Contract, architectural and the completion of the work. engineering services required for performance of the work of the 9 The Surety shall not be liable to the Owner, Claimants or others for Contractor and the Contractor's subcontractors,and all other items for obligations of the Contractor that are unrelated to the Construction which a mechanic's lien may be asserted in the jurisdiction where the Contract. The Owner shall not be liable for payment of any costs or labor,materials or equipment were furnished, expenses of any Claimant under this Bond,and shall have under this bond 15.2 Construction Contract: The agreement between the Owner no obligations to make payments to,give notices on behalf of,or otherwise and the Contractor identified on the signature page, including all have obligations to Claimants under this Bond. Contract Documents and changes thereto. 10 The Surety hereby waives notice of any change, including changes of 15.3 Owner Default: Failure of the Owner,which has neither been time, to the Construction Contract or to related subcontracts, purchase remedied not waived, to pay the Contractor as required by the orders and other obligations. Construction Contract or to perform and complete or comply with the 11 No suit or action shall be commenced by a Claimant under this Bond other terms thereof other than in a court of competent jurisdiction in the location in which MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: (Space is provided below for additional signatures of added parties,other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Signature: Name and Title: Name and Title: Address: Address: S-1853/GEEF 3100 Page 2 of 2 WARNIP" THIS POWER OF ATTORNEY IS INVALID WITHOUT THE Rte'9ORDER STPAUL 14%� POWER OF ATTORNEY TRAVELERS Farmington Casualty Company St.Paul Guardian Insurance Company Fidelity and Guaranty Insurance Company St.Paul Mercury Insurance Company Fidelity and Guaranty Insurance Underwriters,Inc. Travelers Casualty and Surety Company Seaboard Surety Company Travelers Casualty and Surety Company of America St.Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company Attorney-In Fact No. 2114670 Certificate No. 001-084027 KNOW ALL MEN BY THESE PRESENTS:That Seaboard Surety Company is a corporation duly organized under the laws of the State of New York,that St.Paul Fire and Marine Insurance Company,St.Paul Guardian Insurance Company and St.Paul Mercury Insurance Company are corporations duly organized under the laws of the State of Minnesota,that Farmington Casualty Company,Travelers Casualty and Surety Company,and Travelers Casualty and Surety Company of America are corporations duly organized under the laws of the State of Connecticut,that United States Fidelity and Guaranty Company is a corporation duly organized under the laws of the State of Maryland,that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa,and that Fidelity and Guaranty Insurance Underwriters,Inc.is a corporation duly organized under the laws of the State of Wisconsin(herein collectively called the"Companies"),and that the Companies do hereby make,constitute and appoint Carl Newman, Peter H. Hammett, Deanna M. Meyer, Karen P. Dever, Jill A. Boyle, Stuart A. O'Farrell, Susan B. Larson,April L. Champagne, Scott Fisher, and Stephen J.Wachter of the City of Be11Fvnf State of Washington their true and lawful Attomey(s)-in-Fact, each in their separate capacity if more than one is named above,to sign,execute,seal and acknowledge any and all bonds,recognizances,conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons,guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF,the Companies have caused this instrument to be signed and their-corporate seals to be hereto affixed,this 9th day of August 2006 Farmington Casualty Company St.Paul Guardian Insurance Company Fidelity and Guaranty Insurance Company; St.Paul Mercury Insurance Company Fidelity and Guaranty Insurance'Underwriters,Inc. Travelers Casualty and Surety Company Seaboard Surety Company Travelers Casualty and Surety Company of America St.Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company GASU,� StNETJ. FIRE 6 PM IMS. ++...NgU-•., PTY ANO Y O,{, pe ♦ � 9 �rOORGORAT:s Q. C+- e 9 5 (1 ICED m �1 �. Fjm ftORPORATF InA 1 9 8 2 O .927 K E i �, HARTFORD � 'R,n"•,/�WiRR�C'A� < :�`'���; � 1977� i951 NCO �� �`••s E e it�� }�: o W CoHN. a t896 ti t y- P a � � � � �•. •o �,SBALs W ° NEW '�S„�,m,���, Ste,aN� +r.... * r •a AIN State of Connecticut By: City of Hartford ss. orge W ompson,Se- r Vic President On this the 9th day of August 2006 before me personally appeared George W.Thompson,who acknowledged himself to be the Senior Vice President of Farmington Casualty Company, Fidelity and Guaranty Insurance Company,Fidelity and Guaranty Insurance Underwriters,Inc., Seaboard Surety Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company,Travelers Casualty and Surety Company of America,and United States Fidelity and Guaranty Company, and that he,as such,being authorized so to do,executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. G• In Witness Whereof,I hereunto set my hand and official seal. W w`P a My Commission expires the 30th day of June,2011. �0(�8ua * Marie C.Tetreauu,Notary Public 58440-6-06 Printed in U.S.A. WARNING:THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER WARN4--THIS POWER OF ATTORNEY IS INVALID WITHOUT THE r­%, This Power of Attorney is granted under and by tlority of the following resolutions adopted by the Board rectors of Farmington Casualty Company,Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., Seaboard Surety Company, St. Paul Fire and Marine Insurance Company, St.Paul Guardian Insurance Company, St. Paul Mercury Insurance Company,Travelers Casualty and Surety Company,Travelers Casualty and Surety Company of America,and United States Fidelity and Guaranty Company,which resolutions are now in full force and effect,reading as follows: RESOLVED,that the Chairman,the President,any Vice Chairman, any Executive Vice President, any Senior Vice President,any Vice President,any Second Vice President,the Treasurer,any Assistant Treasurer,the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds,recognizances,contracts of indemnity,and other writings obligatory in the nature of a bond,recognizance,or conditional undertaking,and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her;and it is FURTHER RESOLVED,that the Chairman,the President,any Vice Chairman,any Executive Vice President,any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company,provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary;and it is FURTHER RESOLVED,that any bond,recognizance,contract of indemnity,or writing obligatory in the nature of a bond,recognizance,or conditional undertaking shall be valid and binding upon the Company when(a)signed by the President,any Vice Chairman,any Executive Vice President,any Senior Vice President or any Vice President,any Second Vice President,the Treasurer,any Assistant Treasurer,the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary;or(b)duly executed(under seal,if required)by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED,that the signature of each of the following officers:President,any Executive Vice President,any Senior Vice President,any Vice President, any Assistant Vice President,any Secretary,any Assistant Secretary,and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof,and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I,Kori M.Johanson,the undersigned,Assistant Secretary,of Farmington Casualty Company,Fidelity and Guaranty Insurance Company,Fidelity and Guaranty Insurance Underwriters, Inc., Seaboard Surety Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company,Travelers Casualty and Surety Company,Travelers Casualty and Surety 1Qotnpany.,jgkmeri%"e4nd United States Fidelity and Guaranty Company do hereby certify that the above and foregoing is a true and correct copy of the Power oI Attorney,Axe uied by salMompanies,which is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF,I have hereunto set my hand and iced the seals off"satd. 11 Cpames this �=day of N6"I/Lb eb'_ 20 �o �R Kori M.Johan Assistant Secretary r OI.84.E��` N^" SIY�E/J. yE\PE6 O��M..�NS(i9 C`,�S.;J`L To verify the authenticity of this Power of Attorney,call 1-800-421-3880 or contact us at www.stpaultravelersbond.com.Please refer to the Attorney-In-Fact number, the above-named individuals and the details of the bond to which the power is attached. WARNING:THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER AIA TM Document A201 1997 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address): ADDITIONS AND DELETIONS: Activity Buildings ADA Upgrades The author of this document has Thomas Teasdale Park,601 South 23rd Street added information needed for its Kiwanis Park„815 Union Avenue NE completion.The author may also have revised the text of the original THE OWNER: AIA standard form.An Additions and (Name and address): Deletions Report that notes added City of Renton-Peter Renner information as well as revisions to 1055 South Grady Way the standard form text is available Renton,WA 98057', from the author and should be Phone: 425-430-6605 reviewed.A vertical line in the left Fax:;425-430-6603 margin of this document indicates THE ARCHITECT: where the author has added necessary information and where (Name and address): Gensler the author has added to or deleted 1524 Fifth Avenue,Suite 300 from the original AIA text. Telephone Number: 206-654=2100 This document has important legal consequences. Consultation with an attorney is encouraged with respect TABLE OF ARTICLES to its completion or modification. 1 GENERAL PROVISIONS This document has been approved and endorsed by The Associated 2 OWNER General Contractors of America 3 CONTRACTOR 4 ADMINISTRATION OF THE CONTRACT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT AIA Document A201 TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA! Document is protected by U.S.Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA` Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_I which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) f INDEX 3.1.3,4.2,4.3.4,4.4,9.4,9.5 (Numbers and Topics in Bold are Section Headings) Architect's Approvals 2.4,3.1.3, 3.5.1,3.10.2,4.2.7 Acceptance of Nonconforming Work Architect's Authority to Reject Work 9.6.6,9.9.3, 12.3 3.5.1,4.2.6, 12.1.2, 12.2.1 Acceptance of Work Architect's Copyright 9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, 12.3 1.6 Access to Work Architect's Decisions 3.16,6.2.1,12.1 4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,4.3.4,4.4.1,4.4.5, Accident Prevention 4.4.6,4.5,6.3,7.3.6,7.3.8,8.1.3, 8.3.1,9.2,9.4, 4.2.3, 10 9.5.1,9.8.4,9.9.1, 13.5.2, 14.2.2, 14.2.4 Acts and Omissions Architect's Inspections 3.2 3.3.2,3,12.8,3,.18,4.2.3,4.3.8,4.4.1, 8.3.1, 4.2.2,4.2.9,4.3.4,9.4.2,9.8.3,9.9.2,9.10.1, 13.5 9.5.1, 10.2.5, 13.4.2, 13.7, 14.1 Architect's Instructions Addenda 3.2.3,3.3.1,4.2.6,4.2.7,4.2.8,7.4.1, 12.1, 13.5.2 1.1.1,3.11 Architect's Interpretations Additional Costs,Claims for 4.2.11,4.2.12,4.3.6 4.3.4,4.3.5,4.3.6,6.1.1, 10.3 Architect's Project Representative Additional Inspections and Testing 4.2.10 9.8.3, 12.2.1, 13.5 Architect's Relationship with Contractor Additional Time,Claims for 1.1.2, 1.6,3.1.3,3.2.1,3.2.2,3.2.3,3.3.1,3.4.2,3.5.1, 4.3.4,4.3.7,8.3.2 3.7.3,3.10,3.11,3.12,3.16,3.18,4.1.2,4.1.3,4.2, ADMINISTRATION OF THE CONTRACT 4.3.4,4.4.1,4.4.7,5.2,6.2.2,7, 8.3.1,9.2,9.3,9.4, 3.1.3,4,9.4,9,5 9.5,9.7,9.8,9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12, Advertisement or Invitation to Bid 13.4.2, 13.5 1.1.1 Architect's Relationship with Subcontractors Aesthetic Effect 1.1.2,4.2.3,4.2.4,4.2.6,9.6.3,9.6.4, 11.4.7 4.2.13,4.5.1 Architect's Representations Allowances 9.4.2,9.5.1,9.10.1 3.8 Architect's Site Visits All-risk Insurance 4.2.2,4.2.5,4.2.9,4.3.4,9.4.2,9.5.1,9.9.2,9.10.1, 11.4.1.1 13.5 Applications for Payment Asbestos 4.2.5,7.3,8,9.2,9.3,9.4,9.5.1,9.6.3,9.7.1,9.8.5, 10.3.1 9.10, 11.1.3, 14,2.4, 14.4.3'< Attorneys' Fees Approvals 3.18.1,9.10.2, 10.3.3 2.4,3.1.3,3.5,3.10.2, 3.12,4.2.7,9.3.2, 13.4.2, 13.5 Award of Separate Contracts Arbitration 6.1.1,6.1.2 4.3.3,4.4,4.5.1,4.5.2,4.6,8.3.1,9.7.1, 11.4.9, Award of Subcontracts and Other Contracts for 11.4.10 Portions of the Work Architect 5.2 4.1 Basic Definitions Architect,Definition of 1.1 4.1.1 Bidding Requirements Architect,Extent of Authority 1.1.1, 1.1.7,5.2.1, 11.5.1 2.4, 3.12.7,4.2,4.3.6,4.4,5.2,6.3,7.1.2,7.3.6,7.4, Boiler and Machinery Insurance 9.2,9.3.1,9.4,9.5,9.8.3,9.10.1, 9.10.3, 12.1, 12.2.1, 11.4.2 13.5.1, 13.5.2, 14.2.2, 14.2.4 Bonds,Lien Architect,Limitations of Authority and 9.10.2 Responsibility Bonds,Performance, and Payment 2.1.1,3.3.3,3.12.4,3.12.8,3.12.10,4.1.2,4.2.1, 7.3.6.4,9.6.7,9.10.39 11.4.9, 11.5 4.2.2,4.2.3,4.2.6,4.2.7,4.2.10,4.2.12,4.2.13,4.4, Building Permit 5.2.1,7.4,9.4.2,9.6.4,9.6.6 3.7.1 Architect's Additional Services and Expenses Capitalization 2.4, 11.4.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4 1.3 Architect's Administration of the Contract Certificate of Substantial Completion AIA Document A201 T'"—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA' Document is protected by U.S.Copyright Law and International Treaties. 2 Unauthorized reproduction or distribution of this A10 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) 9.8.3,9.8.4,9.8.5 1.6.1,3.2.2,3.6,3.7,3.12.10,3.13,4.1.1,4.4.8,4.6.4, Certificates for Payment 4.6.6,9.6.4, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7.1,9.10.1, 13.5.2, 13.6, 14.1.1, 14.2.1.3 9.10.3, 13.7, 14.1.1.3, 14.2.4 Concealed or Unknown Conditions Certificates of Inspection,Testing or Approval 4.3.4,8.3.1, 10.3 13,5.4 Conditions of the Contract Certificates of Insurance 1.1.1, 1.1.7,6.1.1,6.1.4 9.10.2, 11.1.3 Consent,Written Change Orders 1.6,3.4.2,3.12.8,3.14.2,4.1.2,4.3.4,4.6.4,9.3.2, 1.1.1,2.4.1,3.4.2, 3.8.2.3,,3.11.1,3.12.8,4.2.8,4.3.4, 9.8.5,9.9.1,9.10.2,9.10.3, 11.4.1, 13.2, 13.4.2 4.3.9,5.2.3,7.1,7.2,7.3, 8,3.1,9.3.1.1,9.10.3, CONSTRUCTION BY OWNER OR BY 11.4.1.2, 11.4.4,,;11.4.9, 12.1.2 SEPARATE CONTRACTORS Change Orders,Definition of 1.1.4,6 7.2.1 Construction Change Directive,Definition of CHANGES IN THE WORK 7.3.1 3.11,4.2.8,7,8.3.1;9.3.1.1, 11,4.9 Construction Change Directives Claim,Definition of 1.1.1,3.12.8,4.2.8,4.3.9,7.1,7.3,9.3.1.1 4.3.1 Construction Schedules,Contractor's Claims and Disputes 1.4.1.2, 3.10,3.12.1,3.12.2,4.3.7.2,6.1.3 3,23,4.3,4.4,45;4.6,6.1.1,6.3,7.3.8,9.3.3,9.10.4, Contingent Assignment of Subcontracts 10.3.3 5.4,14.2.2.2 Claims and Timely Assertion of Claims Continuing Contract Performance 4.6.5 4.3.3 Claims for Additional Cost Contract,Definition of 3.2.3,4.3.4,4.3.5,4.3,6,6.1.1,`7.3.8, 10.3.2 1.1.2 Claims for Additional Time CONTRACT,TERMINATION OR 3.2.3,4«3,4,'4.3.7,61,1.1,8.3.2, 10.3.2 SUSPENSION OF THE Claims for Concealed or Unknown Conditions 5.4.1.1, 11.4.9, 14 4.3.4 Contract Administration Claims for Damages 3.1.3,4,9.4,9.5 3.2.3,3.18„4.3.10,6.1.1,8.3.3,9.5.1,9.6.7, 10.3.3, Contract Award and Execution,Conditions Relating 11.1.1, 11.4.5, 11.4.7, 14.1.3, 14.2.4 to Claims Subject to Arbitration 3.7.1,3.10,5.2,6.1, 11.1.3, 11.4.6, 11.5.1 4.4.1,4.5.1,4.6.1 Contract Documents,The Cleaning Up 1.1,1.2 3.15,6.3 Contract Documents,Copies Furnished and Use of Commencement of Statutory Limitation Period 1.6,2.2.5,5.3 13.7 Contract Documents,Definition of Commencement of the Work,Conditions Relating to 1.1.1 2.2.1,3.2.1,3.4.1, 3.7.1,3.10.1,3.12.6,4.3.5,5.2.1, Contract Sum 5.2.3,6.2.2,8.1.2,8.2.2,8.3.1, 11.1, 11.4.1, 11.4.6, 3.8,4.3.4,4.3.5,4.4.5,5.2.3,7.2,7.3,7.4,9.1,9.4.2, 11.5.1 9.5.1.4,9.6.7,9.7, 10.3.2, 11.4.1, 14.2.4, 14.3.2 Commencement of the Work,Definition of Contract Sum,Definition of 8.1.2 9.1 Communications Facilitating Contract Contract Time Administration 4.3.4,4.3.7,4.4.5,5.2.3,7.2.1.3,7.3,7.4, 8.1.1, 8.2, 3.9.1,4.2.4 8.3.1,9.5.1,9.7, 10.3.2, 12.1.1, 14.3.2 Completion,Conditions Relating to Contract Time,Definition of 1.6.1,3.4.1,3.11,,3.15,4.2.2,4.2.9,8.2,9.4.2,9.8, 8.1.1 9.9,1,9.14, 12.2, 13.7, 14.1.2 CONTRACTOR COMPLETION,PAYMENTS AND 3 9 Contractor,Definition of Completion,Substantial 3.1,6.1.2 4.2.9, 8.1.1, 8.1.3, 8.2.3,9.4.2,9.8,9.9.1, 9.10.3, Contractor's Construction Schedules 9.10.4.2, 12.2, 13.7 1.4.1.2,3.10,3.12.1,3.12.2,4.3.7.2,6.1.3 Compliance with Laws Contractor's Employees AIA Document A201 TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA* Document is protected by U.S.Copyright Law and International Treaties. .3 Unauthorized reproduction or distribution of this AIA" Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) 3.3.2,3.4.3,3.8.1,3.9, 3.18.2,4.2.3,4.2.6, 10.2, 10.3, 6.2.5,3.14 11.1.1, 11.4.7, 14.1, 14.2.1.1, Damage to Construction of Owner or Separate Contractor's Liability Insurance Contractors 11.1 3.14.2,6.2.4,9.2.1.5, 10.2.1.2, 10.2.5, 10.6, 11.1, Contractor's Relationship with Separate Contractors 11.4, 12.2.4 and Owner's Forces Damage to the Work 3.12.5,3.14.2,4.2.4,6, 11.4.7, 12.1.2, 12.2.4 3.14.2,9.9.1, 10.2.1.2, 10.2.5, 10.6, 11.4, 12.2.4 Contractor's Relationship with Subcontractors Damages,Claims for 1.2.2,3.3.2,3.18.1,3.18.2,5,9.6.2,9.6.7,9.10.2, 3.2.3,3.18,4.3.10, 6.1.1, 8.3.3,9.5.1,9.6.7, 10.3.3, 11.4.1.2, 11.4.7, 11.4.8 11.1.1, 11.4.5, 11.4.7, 14.1.3, 14.2.4 Contractor's Relationship with the Architect Damages for Delay 1.1.2, 1.6,3.1,3,3.2.1,3.2.2, 3.2.3,3.3.1, 3.4.2,3.5.1, 6.1.1,8.3.3,9.5.1.6,9.7, 10.3.2 3.7.3,3.10,3.11,3.12,3.16,3.18, 4.1.2,4.1.3,4.2, Date of Commencement of the Work,Definition of 4.3.4,4.4.1,4.4.7,5.2,6.2.2,7,8.3.1,9.2, 9.3,9.4, 8.1.2 9.5,9.7,9.8,9.9, 10.2.6,10.3, 11.3, 11.4.7, 12, Date of Substantial Completion,Definition of 13.4.2, 13.5 8.1.3 Contractor's Representations Day,Definition of 1.5.2,3.5.1,3.12.6,6.2.2,8.2,1,9.3.3,9.8.2 8.1.4 Contractor's Responsibility for Those Performing the Decisions of the Architect Work 4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,4.3.4,4.4.1,4.4.5, 3.3.2,3.18,4.2.3,4.3.8,5.3.1,6.1.3,6.2,6.3,9.5.1, 4.4.6,4.5,6.3,7.3.6,7.3.8, 8.1.3, 8.3.1,9.2,9.4, 10 9.5.1,9.8.4,9.9.1, 13.5.2, 14.2.2, 14.2.4 Contractor's Review of Contract Documents Decisions to Withhold Certification 1,5.2,3.2,3.7.3 9.4.1,9.5,9.7, 14.1.1.3 Contractor's Right to Stop the Work Defective or Nonconforming Work,Acceptance, 9.7 Rejection and Correction of Contractor's Right to Terminate the Contract 2.3,2.4,3.5.1,4.2.6,6.2.5,9.5.1,9.5.2,9.6.6,9.8.2, 4.3.`10, 14.1 9.9.3,9.10.4, 12.2.1, 13.7.1.3 Contractor's Submittals Defective Work,Definition of 3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,7.3.6,9.2,9.3, 3.5.1 9.8.2,9.8.3,9,9.1,9.10.2,9.10.3, 11.1.3, 11.5.2 Definitions Contractor's Superintendent 1.1,2.1.1,3.1, 3.5.1,3.12.1,3.12.2,3.12.3,4.1.1, 3.9, 10.2.6 4.3.1,5.1,6.1.2,7.2.1,7.3.1,7.3.6,8.1, 9.1,9.8.1 Contractor's Supervision and Construction Delays and Extensions of Time Procedures 3.2.3,4.3.1,4.3.4,4.3.7,4.4.5,5.2.3,7.2.1,7.3.1, 1.2.2,3.3, 3.4,3.12.10,4.2.2,4.2.7,4.3.3,6.1.3, 7.4.1,8.3,9.5.1,9.7.1, 10.3.2, 10.6.1, 14.3.2 6.2.4,7.1.3,7.3.4,7.3.6,8.2, 10, 12, 14 Disputes Contractual Liability Insurance 4.1.4,4.3,4.4,4.5,4.6,6.3,7.3.8 11.1.1.8, 11.2, 1`1.3 Documents and Samples at the Site Coordination and Correlation 3.11 1.2, 1.5,2,3.3.1,3.10,3.12.6,6.1.3,6.2.1 Drawings,Definition of Copies Furnished of Drawings and Specifications 1.1.5 1.6,2.2.5,3.11 Drawings and Specifications,Use and Ownership of Copyrights 1.1.1, 1.3,2.2.5,3.11,5.3 1.6, 3.17 Effective Date of Insurance Correction of Work, 8.2.2, 11.1.2 2.3,2.4,3.7.4,4.2.1,9.4.2,9.8.2,9.8.3,9.9.1, 12.1.2, Emergencies 12.2, 13.7.1.3 4.3.5, 10.6, 14.1.1.2 Correlation and Intent of the Contract Documents Employees, Contractor's 1.2 3.3.2,3.4.3,3.8.1,3.9, 3.18.2,4.2.3,4.2.6, 10.2, 10.3, Cost,Definition of 11.1.1, 11.4.7, 14.1, 14.2.1.1 7.3.6 Equipment,Labor,Materials and Costs 1.1.3, 1.1.6,3.4,3.5.1,3.8.2, 3.8.3,3.12, 3.13,3.15.1, 2.4, 3.2.3, 3.7.4,3.8.2,3.15.2,4.3,5.4.2,6.1.1,6.2.3, 4.2.6,4.2.7,5.2.1,6.2.1,7.3.6, 9.3.2,9.3.3,9.5.1.3, 7.3.3.3,7.3.6,7.3.7,7.3.8,9.10.2, 10.3.2, 10.5, 11.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.2 11.4, 12.1, 12.2.1, 12.2.4, 13.5, 14 Execution and Progress of the Work Cutting and Patching AIA Document A201TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA' Document is protected by U.S.Copyright Law and International Treaties. 4 Unauthorized reproduction or distribution of this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) 1.1.3, 1.2.1, 1.2.2,2.2.3,2.2.5,3.1,3.3,3.4,3.5, 3.7, Insurance,Project Management Protective 3.10,3.12, 3.14,4.2.2,4.2.3,4.3.3,6.2.2,7.1.3,7.3.4, Liability 8.2,9.5,9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3 11.3 Extensions of Time Insurance,Property 3.2.3,4.3.1,4.3.4,4.3.7,4.4.5,5.2.3,7.2.1,7.3,7.4.1, 10.2.5, 11.4 9.5,1,9.7.1, 10.3.2, 10.6.1, 14.3.2 Insurance,Stored Materials Failure of Payment 9.3.2, 11.4.1.4 4.3.6,9.5.1.3,9.7,9.10.2, 14.1.1.3, 14.2.1.2, 13.6 INSURANCE AND BONDS Faulty Work 11 (See Defective or Nonconforming Work) Insurance Companies,Consent to Partial Occupancy Finial Completion and Final Payment 9.9.1, 11.4.1.5 4.2,1,4.2.9,4.3.2,9.8.2,9.10, 11.1.2, 11.1.3, 11.4.1, Insurance Companies, Settlement with 11.4.5, 12.3.1, 13.7, 14.2.4; 14.4.3 11.4.10 Financial Arrangements,Owner's Intent of the Contract Documents 12.1, 13.2.2, 14.1.1.5 1.2.1,4.2.7,4.2.12,4.2.13,7.4 Fire and Extended Coverage Insurance Interest 11.4 13.6 GENERAL PROVISIONS Interpretation 1 1.2.39 1.4,4.1.1,4.3.1,5.1,6.1.2, 8.1.4 Governing Law Interpretations,Written 13.1 4.2.11,4.2.12,4.3.6 Guarantees(See Warranty) Joinder and Consolidation of Claims Required Hazardous Materials 4.6.4 10.2.4, 10.3, 10.5 Judgment on Final Award Identification of Contract Documents 4.6.6 1.5.1 Labor and Materials,Equipment Identification of Subcontractors and Suppliers 1.1.3, 1.1.6,3.4,3.5.1,3.8.2, 3.8.3,3.12,3.13,3.15.1, 5.2.1 42.6,4.2.7,5.2.1,6.2.1,7.3.6, 9.3.2,9.3.3,9.5.1.3, Indemnification 9.10.2, 10.2.1, 10.2.4, 14.2.1.2 3.17,3.18,9.10.2,'10.3.3,=10.5, 11.4.1.2, 11.4.7 Labor Disputes Information and Services Required of the Owner 8.3.1 2.1.2,2.2,3.2.1,3.412.4,3.12.10,4.2.7,4.3,3,6.1.3, Laws and Regulations 6.1.4,6.2.5,9.3.2,,;9.6.1,9.6.4,9.9.2,9.10;3, 10.3.3, 1.6,3.2.2,3.6,3.7,3.12.10,3.13,4.1.1,4.4.89 4.6, 11.2, 11.4,,13.5.1, 13.5.2, 14.1.1.4, 14.1.4 9.6.4,9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, Injury or Damage to Person or Property 13.5.2, 13.6, 14 4.3.8,10.2,''10,6 Liens Inspections 2.1.2,4.4.8,8.2.2,9.3.3,9.10 3.1.3,3.3.3,3.7,1,4.2.2,4..2.6,4.2.9,9.4.2,9.8.2, Limitation on Consolidation or Joinder 9.8.3,9.9.2,9.10`1, 12.2.1, 13.5 4.6.4 Instructions to Bidders Limitations,Statutes of 1.1.1 4.6.39 12.2.6, 13.7 Instructions to the Contractor Limitations of Liability 3.2.3,'3.3.1,3.8.1,4.18,5,2,1,7, 12, 8.2.2, 13.5.2 2.3, 3.2.1,3.5.1,3.7.3, 3.12.8,3.12.10,3.17, 3.18, Insurance 4.2.6,4.2.7,4.2.129 6.2.2,9.4.2,9.6.4, 9.6.7,9.10.4, 3.18.1,6.1.1,7.3.6,8.2.1,9.3.2,9.8.4,9.9.1,9.10.2, 10.3.3, 10.2.5, 11.1.2, 11.2.1, 11.4.7, 12.2.5, 13.4.2 9.10.5, 11 Limitations of Time Insurance,Boller and Machinery 2.1.2,2.2,2.4, 3.2.1,3.7.3,3.10,3.11, 3.12.5,3.15.1, 11.4.2 4.2.7,4.3,4.4,4.5,4.6,5.2,5.3, 5.4,6.2.4,7.3,7.4, Insurance,Contractor's Liability 8.2,9.2,9.3.19 9.3.3,9.4.1,9.5,9.6,9.7,9.8,9.9, 11.1 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, Insurance,Effective Date of 13.7, 14 8.2.2, 11.1,2 Loss of Use Insurance Insurance,Loss of Use 11.4.3 11.4.3 Material Suppliers Insurance,Owner's Liability 1.6,3.12.1,4.2.4,4.2.6,5.2.1,9.3,9.4.2,9.6,9.10.5 11.2 Materials,Hazardous 10.2.4, 10.3, 10.5 AIA Document A201Tm—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA* Document is protected by U.S.Copyright Law and International Treaties. 5 Unauthorized reproduction or distribution of this AIA* Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) 1 MW low Materials,Labor,Equipment and 1.6,2.1.1,2.3,2.4, 3.4.2, 3.8.1,3.12.10,3.14.2,4.1.2, 1.1.3, 1.1.6, 1.6.1, 3.4,3.5.1,3.8.2,3.8.23,3.12,3.13, 4.1.3,4.2.4,4.2.9,4.3.6,4.4.7, 5.2.1,5.2.4,5.4.1, 3.15.1,4.2.6,4.2.7,5.2.1,6.2.1, 7.3.6,9.3.2,9.3.3, 6.1,6.3,7.2.1,7.3.1, 8.2.2, 8.3.1,9.3.1,9.3.2, 9.5.1, 9.5.1.3,9.10.2, 10.2.1, 10.2.4, 14.2.1.2 9.9.1,9.10.2, 10.3.2, 11.1.3, 11.3.1, 11.4.3, 11.4.10, Means,Methods,Techniques, Sequences and 12.2.2, 12.3.1, 13.2.2, 14.3, 14.4 Procedures of Construction 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, 14.1.1.5 Mechanic's Lien Owner's Liability Insurance 4.4.8 11.2 Mediation Owner's Loss of Use Insurance 4.4.1,4.4.5,4.4,6,4.4.8,4.5,4.6.1,4.6.2,8.3.1, 10.5 11.4.3 Minor Changes in the Work Owner's Relationship with Subcontractors 1.1.1,3.12.8,4,2.8,4.3.6,7.1,7.4 1.1.2,5.2,5.3, 5.4,9.6.4,9.10.2, 14.2.2 MISCELLANEOUS PROVISIONS Owner's Right to Carry Out the Work 13 2.4,12.2.4.14.2.2.2 Modifications,Definition of' Owner's Right to Clean Up 1.1.1 6.3 Modifications to the Contract Owner's Right to Perform Construction and to 1.1.1, 1.1.2,3.7.3,3.11,4.1.2,'4.2.1,5.2.3,7,8.3.1, Award Separate Contracts 9.7, 10.3.2, 11.4.1 6.1 Mutual Responsibility Owner's Right to Stop the Work 6.2 2.3 Nonconforming Work,Acceptance of Owner's Right to Suspend the Work 9.6.6,9.9.3,'`12.3 14.3 Nonconforming Work,Rejection and Correction of Owner's Right to Terminate the Contract 2.3,2.4,3.5.1,4.2.6,6.2.5,9.5.1,9.8.2,9.9.3,9.10.4, 14.2 12.2.1,13.7.1.3 Ownership and Use of Drawings,Specifications Notice and Other Instruments of Service 2.2.1,2.3,2.4,3.2.3,3.3.1,3.7.2,3.7.4,3.12.9,4.3, 1.1.1, 1.6,2.2.5,3.2.1, 3.11.1,3.17.1,4.2.12,5.3 4.4,8,4,6.5,5.2.1,8.2.2,9.7,9.10, 10.2.2, 11.1.3, Partial Occupancy or Use 11.4.6, 12.2.2, 12.2.4, 13.3, 13.5.1, 13.5.2, 14.1, 14.2 9.6.6,9.9, 11.4.1.5 Notice,Written Patching,Cutting and 2.3,2.4,3.3.1,3.9,3.12.9,3.12.10,4.3,4.4.8,4.6.5, 3.14,6.2.5 5,2.1,8,2.2,9.7,9.10,10.2.2, 10.3,"11.1.3, 11.4.6, Patents 12.2.2, 12.2.4, 13.3, 14 3.17 Notice of Testing and Inspections Payment,Applications for 13.5.1, 13.5.2 4.2.5,7.3.8,9.2,9.3,9.4,9.5.1,9.6.3,9.7.1,9.8.5, Notice to Proceed 9.10.1,9.10.3,9.10.5, 11.1.3, 14.2.4, 14.4.3 8.2.2 Payment,Certificates for Notices,Permits,Fees and 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7.1,9.10.1, 2.2.2,3.7,3.13,7.3.6.4, 10.2.2 9.10.3, 13.7, 14.1.1.3, 14.2.4 Observations,Contractor's Payment,Failure of 1.5.2,3.2,3.7.3,4.3.4 4.3.6,9.5.1.3,9.7,9.10.2, 14.1.1.3, 14.2.1.2, 13.6 Occupancy Payment,Final 2.2.2,9.6.6,9.8, 11.4.1.5 4.2.1,4.2.9,4.3.2,9.8.2,9.10, 11.1.2, 11.1.3, 11.4.1, Orders,Written 11.4.5, 12.3.1, 13.7, 14.2.4, 14.4.3 1.1.1,2.3,3.9,4.3.6,7,8.2.2, 11.4.9, 12.1, 12.2, Payment Bond,Performance Bond and 13.5.2, 14.3.1 7.3.6.4,9.6.7,9.10.3, 11.4.9, 11.5 OWNER Payments,Progress 2 4.3.3,9.3,9.6,9.8.5,9.10.3, 13.6, 14.2.3 Owner,Definition of PAYMENTS AND COMPLETION 2.1, 9 Owner,Information and Services Required of the Payments to Subcontractors 2.1.2,2.2, 3.2.1,3.12.4,3.12.10,4.2.7,4.3.3,6.1.3, 5.4.2,9.5.1.3,9.6.2,9.6.3,9.6.4,9.6.7, 11.4.8, 6.1.4,6.2.5,9.3.2,9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3, 14.2.1.2 11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4 PCB Owner's Authority 10.3.1 AIA Document A201TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This Ale Document is protected by U.S.Copyright Law and international Treaties. 6 Unauthorized reproduction or distribution of this AIA* Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) Performance Bond and Payment Bond Review of Contractor's Submittals by Owner and 7.3.6.4,9.6.7,9.10.3, 11.4.9, 11.5 Architect Permits,Fees and Notices 3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.1.3,9.2,9.8.2 2.2.2,3.7,3.13,7.3.6.4, 10.2.2 Review of Shop Drawings,Product Data and PERSONS AND PROPERTY,PROTECTION Samples by Contractor OF 3.12 10 , Rights and Remedies 1.1.2,2.3,2.4,3.5.1,3.15.2,4.2.6,4.3.4,4.5,4.6,5.3, Polychlorinated Biphenyl 5.4,6.1,6.3,7.3.1, 8.3,9.5.1,9.7, 10.2.5, 10.3, 10.3.1 12.2.2, 12.2.4, 13.4, 14 Product Data,Definition of Royalties,Patents and Copyrights 3.12.2 3.17 Product Data and Samples,Shop Drawings Rules and Notices for Arbitration 3,11,3.12,4.2.7 4.6.2 Progress and Completion Safety of Persons and Property 4.2,2,4.3.3,8,2,9. ,9.9.1, 14.1.4 10.2,10.6 Progress Payments Safety Precautions and Programs 4.3.3,9.3,9.6,945,9.10.3, 13.6, 14.2.3 3.3.1,4.2.2,4.2.7,5.3.1, 10.1, 10.2, 10.6 Project,Definition of the Samples,Definition of 1.1.4 3.1 2.3 Project Management Protective Liability Samples,Shop Drawings,Product Data and Insurance; 3.11,3.12,4.2.7 11.3 Samples at the Site,Documents and Project Manual,Definition of the 3.11 1.1.7 Schedule of Values Project Manuals 9.2,9.3.1 2.2.5 Schedules, Project Representatives 1.4.1.2, 3.10,3.Construction12.1,3.12.2,4.3.7.2, 4.2.10 6.1.3 Property Insurance Separate Contracts and Contractors 10.2.5,11A 1.1.4,3.12.5,3.14.2,4.2.4,4.2.7,4.6.4,6, 8.3.1, PROTECTION OF PERSONS AND PROPERTY 11.4.7, 12.1.2, 12.2.5 10 Shop Drawings,Definition of Regulations and Laws 3.12.1 1.6,3.2.2, 3.6,3.7,3.12.10,3.13,4.1.1,4.4.8,4.6, Shop Drawings,Product Data and Samples 9.6.4,9.9.1, 10.2.2;11.1, 11.4, 13.1, 13.4, 13.5.1, 3.11,3.12,4.2.7 13.5.2, 13.6, 14 Site,Use of Rejection of Work 3.13,6.1.1,6.2.1 3.5.1,4.2.6; 12.2:1 Site Inspections Releases and Waivers of Liens 1.2.2,3.2.1,3.3.3, 3.7.1,4.2,4.3.4,9.4.2,9.10.1, 13.5 9.10.2 Site Visits,Architect's Representations 4.2.2,4.2.9,4.3.4,9.4.2,9.5.1,9.9.2,9.10.1, 13.5 1.5.2,;3.5.1,3.12.6,62.2,8.2.1,93.3,9.4.2,9.5.1, Special Inspections and Testing 9.8.2.,9.10..1 4.2.6, 12.2.1, 13.5 Representatives Specifications,Definition of the 2.1.1,3.1.1,3,9,4,1,1,4.2.1,4.2.10,5.1.1,5.1.2, 1.1.6 13.2.1 Specifications,The Resolution of Claims and Disputes 1.1.1, 1.1.6, 1.1.7, 1.2.2, 1.6,3.11, 3.12.10, 3.17 4.4 4.5,4,6 Statute of Limitations Responsibility for Those Performing the Work 4.6.3, 12.2.6, 13.7 3.3.2,3.19 4.2.3,4.3.8,5.3.1,6.1.3,6.2, 6.3,9.5.1, Stopping the Work 10 2.3,4.3.6,9.7, 10.3, 14.1 Retainage Stored Materials 9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3 6.2.1,9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4 Review of Contract Documents and Field Subcontractor,Definition of Conditions by Contractor 5.1.1 1.5.2,3.2,3.7.3,3.12.7,6.1.3 SUBCONTRACTORS AIA Document A201 T"—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIO Document is protected by U.S.Copyright Law and International Treaties. 7 Unauthorized reproduction or distribution of this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) 5 TERMINATION OR SUSPENSION OF THE Subcontractors,Work by CONTRACT 1..2.2,3.3.2,3.12.1,4.2.3,5.2.3,5.3,5.4,9.3.1.2, 14 9.6.7 Tests and Inspections Subcontractual Relations 3.1.3,3.3.3,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3,9.9.2, 5.3,5.4,9.3.1.2,9.6,9.10 10.2.1,11.4.7,11.4.8,14.1, 9.10.1, 10.3.2, 11.4.1.1, 12.2.1,13.5 14.2.1,14.3.2 TIME Submittals 8 1.6,3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,7.3.6,9.2, Time,Delays and Extensions of 9.3,9.8,9.9.1,9.10.2,9.10.3, 11.1.3 3.2.3,4.3.1,4.3.4,4.3.7,4.4.5,5.2.3,7.2.1,7.3.1, Subrogation,Waivers of 7.4.1,8.3,9.5.1,9.7.1, 10.3.2, 10.6.1, 14.3.2 6.1.1, 11.4.5,11.4.7 Time Limits Substantial Completion 2.1.2,2.2,2.4,3.2.1, 3.7.3,3.10,3.11,3.12.5,3.15.1, 4.2,9,8.1.1,8.1.3,8.2..3,'9.4.2,9.8,9.9.1,9.10.3, 4.2,4.3,4.4,4.5,4.6,5.2,5.3,5.4, 6.2.4,7.3,7.4, 9.10.4.2, 12.2, 13.7 8.2,9.2,9.3.1,9.3.3,9.4.1,9.5,9.6,9.7,9.8,9.9, Substantial Completion,Definition of 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, 9.8.1 13.7, 14 Substitution of Subcontractors Time Limits on Claims 5.2.3,"5.2.4 4.3.2,4.3.4,4.3.8,4.4,4.5,4.6 Substitution of Architect Title to Work 4.1.3 9.3.2,9.3.3 Substitutions of Materials UNCOVERING AND CORRECTION OF 3.4.2,3.5.1,7.3.7 WORK Sub-subcontractor,Definition of 12 5.1.2 Uncovering of Work Subsurface Conditions 12.1 4.3.4 Unforeseen Conditions Successors and Assigns 4.3.4, 8.3.1, 10.3 13.2 Unit Prices Superintendent 4.3.9,7.3.3.2 3.9,10.2.6 Use of Documents Supervision and Construction Procedures 1.1.1, 1.6,2.2.5,3.12.6,5.3 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,4.3.3,°6.1.3, Use of Site 6.2.4,7.1.3,7.3.6,8.2,8.3.1,9.4.2, 10, 12, 14 3.13,6.1.1,6.2.1 Surety Values,Schedule of 4.4.7,5.4.1.2,9.8.5,9.10.2,9.10.3, 14.2.2 9.2,9.3.1 Surety,Consent of Waiver of Claims by the Architect 9.10.2,9.10.3 13.4.2 Surveys Waiver of Claims by the Contractor 2.2.3 4.3.10,9.10.5, 11.4.7, 13.4.2 Suspension by the Owner for Convenience Waiver of Claims by the Owner 14.4 4.3.10,9.9.3,9.10.3,9.10.4, 11.4.3, 11.4.5, 11.4.7, Suspension of the Work 12.2.2.1, 13.4.2, 14.2.4 5.4.2, 14.3 Waiver of Consequential Damages Suspension or Termination of the Contract 4.3.10,14.2.4 4.3.6,5.4.1.1, 11.4.9, 14 Waiver of Liens Taxes 9.10.2,9.10.4 3.6,3.8.2.1,7.3.6.4 Waivers of Subrogation Termination by the Contractor 6.1.1, 11.4.5, 11.4.7 4.3.10,14,1 Warranty Termination by the Owner for Cause 3.5,4.2.9,4.3.5.3,9.3.3,9.8.4,9.9.1,9.10.4,12.2.2, 4.3.10,5.4.1:1, 14.2 13.7.1.3 Termination of the Architect Weather Delays 4.1.3 4.3.7.2 Termination of the Contractor Work,Definition of 14.2.2 1.1.3 Written Consent AIA Document A201 TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties. 8 Unauthorized reproduction or distribution of this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) . `fir/ �.r►' 1.6,3.4.2, 3.12.8,3.14.2,4.1.2,4.3.4,4.6.4,9.3.2, 2.3,2.4,3.3.1, 3.9, 3.12.9,3.12.10,4.3,4.4.8,4.6.5, 9.8.5,9.9.1,9.10.2,9.10.3, 11.4.1, 13.2, 13.4.2 5.2.1,8.2.2,9.7,9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, Written Interpretations 12.2.2, 12.2.4, 13.3, 14 4,231,4.2.12,4.3.6 Written Orders Written Notice 1.1.1,2.3,3.9,4.3.6,7,8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 14.3.1 AIA Document A201T"'—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties. 9 Unauthorized reproduction or distribution of this A10 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) ARTICLE 1 GENERAL PROVISIONS §1.1 BASIC DEFINITIONS §1.1.1 THE CONTRACT DOCUMENTS The Contract Documents consist of the Agreement between Owner and Contractor(hereinafter the Agreement), Conditions of the Contract(General, Supplementary and other Conditions),Drawings,Specifications,Addenda issued,prior to execution of the Contract,other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is(1)a written amendment to the Contract signed by both parties,(2)a Change Order, (3)a Construction Change Directive or(4)a written order for a minor change in the Work issued by the Architect.Unless specifically enumerated in the Agreement,the Contract Documents do not include other documents such as bidding requirements(advertisement or invitation to bid,Instructions to Bidders,sample forms, the Contractor's bid 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 Architect and Contractor, (2)between the Owner and a Subcontractor or Sub-subcontractor, (3)between the Owner and Architect or(4)between any persons or entities other than the Owner and Contractor.The Architect shall,however,be entitled to performance and enforcement of obligations under the Contract 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 fulfill the Contractor's obligations.The Work may constitute the whole or a part of the Project. §1.1.4 THE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate contractors. §1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design,location and dimensions of the Work,generally including plans,elevations, sections,details, schedules and diagrams. §1.1.5 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 THE PROJECT MANUAL The Project Manual is a volume assembled for the Work which may include the bidding requirements,sample forms,Conditions of the Contract and Specifications. §1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS §1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary,and what is required by one shall be as binding as if required by all;performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. §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. §1.2.3 Unless otherwise stated in the Contract Documents,words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. AIA Document A201 TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIAR Document is protected by U.S.Copyright Law and International Treaties. 10 Unauthorized reproduction or distribution of this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) ' §1.3 CAPITALIZATION §1.3.1 Terms capitalized in these General Conditions include those which 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 §1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and"any" and articles such as"the" and"an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. §1,5 EXECUTION OF CONTRACT DOCUMENTS §1,5.1 The Contract Documents shall be signed by the Owner and Contractor.If either the Owner or Contractor or both do not sign all the Contract Documents,the Architect shall identify such unsigned Documents upon request. §1.5.2 Execution 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. §1.6 OWNERSHIP AND USE OF DRAWINGS,SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE §1.6.1 The Drawings,Specifications and other documents,including those in electronic form,prepared by the Architect and the Architect's consultants are Instruments of Service through which the Work to be executed by the Contractor is described.The Contractor may retain one record set.Neither the Contractor nor any Subcontractor, Sub-subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect or the Architect's consultants,and unless otherwise indicated the Architect and the Architect's consultants shall be deemed the authors of them and will retain all common law, statutory and other reserved rights,in addition to the copyrights.All copies of Instruments of Service,except the Contractor's record set,shall be returned or suitably accounted for to the Architect,on request, upon completion of the Work.The Drawings,,Specifications and other documents prepared by the Architect and the Architect's consultants,and copies thereof'furnished to the Contractor,are for use solely with respect to this Project.They are not to be used by the Contractor or any Subcontractor,Sub-subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner,Architect and the Architect's consultants.The Contractor, Subcontractors,Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice,if any,shown on the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or Architect's consultants'copyrights or other reserved rights. ARTICLE 2 OWNER §2.1 GENERAL §2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular 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 §2.2.1 The Owner shall,at the written request of the Contractor,prior to commencement of the Work and thereafter, furnish to the Contractor reasonable evidence that financial arrangements have been made to fulfill the Owner's obligations under the Contract.Furnishing of such evidence shall be a condition precedent to commencement or AIA Document A201TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties. 11 Unauthorized reproduction or distribution of this AIA'° Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) continuation of the Work.After such evidence has been furnished,the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. §,2.2.2 Except for permits and fees,including those required under Section 3.7.1,which are the responsibility of the Contractor under the Contract Documents,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 Information or services required of the Owner by the Contract Documents shall be furnished by the Owner with reasonable promptness.Any other information or services relevant to the Contractor's performance of the Work under the Owner's control shall be furnished by the Owner after receipt from the Contractor of a written request for such information or services. §2.2.5 Unless otherwise provided in the Contract Documents,the Contractor will be furnished,free of charge, such copies of Drawings and Project Manuals as are reasonably necessary for execution of the Work. §2.3 OWNER'S RIGHT TO STOP THE WORK §2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or persistently fails to carry out Work in accordance with the Contract Documents,the Owner may issue a written order to the Contractor to stop the Work,or any portion thereof,until the cause'for such order has been eliminated;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. §24 OWNER'S RIGHT TO CARRY OUT THE WORK §2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven-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 after such seven-day period give the Contractor a second written notice to correct such deficiencies within a three-day period.If the Contractor within such three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies, the Owner may,without prejudice to other remedies the Owner may have,correct such deficiencies.In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies,including Owner's expenses and compensation for the Architect's additional services made necessary by such default,neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect.If payments then or thereafter due the Contractor are not sufficient to cover such amounts,the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR §3.1 GENERAL §3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number.The term"Contractor" means the Contractor or the Contractor's authorized representative. §3.,1.2 The Contractor shall perform the Work in accordance with the Contract Documents. §3,1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract,or by tests, inspections or approvals required or performed by persons other than the Contractor. §3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR §3.2.1 Since the Contract Documents are complementary,before starting each portion of the Work,the Contractor shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the AIA Document A201 TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA' Document is protected by U.S.Copyright Law and International Treaties. 12 Unauthorized reproduction or distribution of this AIO Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) 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 construction by the Contractor and are not for the purpose of discovering errors,omissions,or inconsistencies in the Contract Documents;however,any errors,inconsistencies or omissions discovered by the Contractor shall be reported promptly to the Architect as a request for information in such form as the Architect may require. §3.2.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the Architect,but 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.The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws,statutes, ordinances,',building codes,and rules and regulations,but any nonconformity discovered by or made known to the Contractor shall be reported promptly to the Architect. §3.2.3 If the Contractor believes that additional cost or time is involved because of clarifications or instructions issued by the Architect in response to the Contractor's notices or requests for information pursuant to Sections 3.2.1 and 3.2.2,the Contractor shall make Claims as provided in Sections 4.3.6 and 4.3.7.If the Contractor fails to perform the obligations of Sections 3.2.1 and 3.2.2,the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations.The Contractor shall not be liable to the Owner or Architect for damages resulting from errors,inconsistencies or omissions in the Contract Documents or for differences between field measurements or conditions and the Contract Documents unless the Contractor recognized such error,inconsistency,omission or difference and knowingly failed to report it to the Architect. §33 SUPERVISION AND CONSTRUCTION PROCEDURES §3.3.1 The Contractor shall supervise and direct the Work,using the Contractor's best skill and attention.The Contractor shall be solely responsible for and have control over construction means,methods,techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters.If the Contract Documents give specific instructions concerning construction moans,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.If the 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 resulting loss or damage. §3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees,and other persons or entities performing portions of the Work for or on 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 §3.4.1 Unless otherwise provided in the Contract Documents,the Contractor shall provide and pay for labor, materials,equipment,tools,construction equipment and machinery, water,heat,utilities, transportation,and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. §3.4.2 The Contractor may make substitutions only with the consent of the Owner,after evaluation by the Architect and in accordance with a Change Order. §3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract.The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. AIA Document A201TM—1997.Copyright ®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA! Document is protected by U.S.Copyright Law and International Treaties. �3 Unauthorized reproduction or distribution of this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) %W §3.5 WARRANTY §3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents,that the Work will be free from defects not inherent in the quality required or permitted,and that the Work will conform to the requirements of the Contract Documents.Work not conforming to these requirements,including substitutions not properly approved and authorized,may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse,modifications not executed by the Contractor,improper 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 §3.6.1 The Contractor shall pay sales,consumer,use and similar taxes for the Work provided by the Contractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. §3.7 PERMITS,FEES AND NOTICES §3.7.1 Unless otherwise provided in the Contract Documents,the Contractor shall secure and pay for the building permit and other permits and governmental fees,licenses and inspections necessary for proper execution and completion of the Work which+are customarily secured after execution of the Contract and which are legally required when bids are received or negotiations concluded. §3.7.2 The Contractor shall comply with and give notices required by laws,ordinances,rules,regulations and lawful orders of public authorities;applicable to performance of the Work. §3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws,statutes,ordinances,building codes,and rules and regulations.However,if the Contractor observes that portions of the Contract Documents are at variance therewith,the Contractor shall promptly notify the Architect and Owner in writing,and necessary changes shall be accomplished by appropriate Modification. §3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes,ordinances,building codes,and rules and regulations without such notice to the Architect and Owner,the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. §3.8 ALLOWANCES §3.8.1 The Contractor shall include 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; .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 3.8.2.1 and(2)changes in Contractor's costs under Section 3.8.2.2. §3.8.3 Materials and equipment under an allowance shall be selected by the Owner in sufficient time to avoid delay in the Work. §3.9 SUPERINTENDENT §3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work.The superintendent shall represent the Contractor,and communications given to the superintendent shall be as binding as if given to the Contractor.Important AIA Document A201 TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties. 4 Unauthorized reproduction or distribution of this AIA* Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. §3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES §3.10.1 The Contractor,promptly after being awarded the Contract,shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work.The schedule shall not exceed time limits current under the Contract Documents,shall be revised at appropriate intervals as required by the conditions of the Work and Project,shall be related to the entire Project to the extent required by the Contract Documents,and shall provide for expeditious and practicable execution of the Work. §3.10.2 The Contractor shall prepare and keep current,for the Architect's approval,a schedule of submittals which is coordinated with the Contractor's construction schedule and allows the Architect reasonable time to review submittals. §3.10.3 The'Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. §3.11 DOCUMENTS AND SAMPLES AT THE SITE §3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, Addenda,'`Change Orders and other Modifications,in good order and marked currently to record field changes and selections made during construction,and one record copy of approved Shop Drawings,Product Data,Samples and similar required submittals.These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work. §3.12 SHOP DRAWINGS,PRODUCT DATA AND SAMPLES §3.12.1 Shop Drawings are 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 which illustrate materials,equipment or workmanship and establish standards by which the Work will be judged. §3.12.4 Shop Drawings,Product Data,Samples and similar submittals are not Contract Documents.The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required by the Contract Documents the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents.Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents.Submittals which are not required by the Contract Documents may be returned by the Architect without action. §3.12.5 The Contractor shall review for compliance with the Contract Documents,approve and submit to the Architect Shop Drawings,Product Data, Samples and similar submittals required by the Contract Documents 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.Submittals which are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Architect without action. §3.12.6 By approving and submitting Shop Drawings,Product Data,Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials,field measurements and field construction criteria related thereto,or will do so,and has 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. AIA Document A201 TM—1997.Copyright ®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIO Document is protected by U.S.Copyright Law and International Treaties. 15 Unauthorized reproduction or distribution of this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) §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 deviation.The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings,Product Data, Samples or similar submittals by the Architect's approval thereof. §3,12.9 The Contractor shall direct specific attention,in writing or on resubmitted Shop Drawings,Product Data, Samples or similar submittals,to revisions other than those requested by the Architect on previous submittals.In the absence of such written notice the Architect's approval of a resubmission shall not apply to such revisions. §3,12.10 The Contractor shall not be required to provide professional services which constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means,methods,techniques,sequences and procedures.The Contractor shall not be required to provide professional services in violation of applicable law.If professional design services or certifications by a design professional related to systems,materials or equipment are specifically required of the Contractor by the Contract Documents,the Owner and the Architect will specify 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 or approvals performed 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 or design criteria required by the Contract Documents. 3.13 USE OF SITE §3.13.1 The Contractor shall confine operations at the site to areas permitted by law,ordinances,permits and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. §3.14 CUTTING AND PATCHING §3.14.1 The Contractor shall be responsible for cutting,fitting or patching required to complete the Work or to make its parts fit together properly. §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 not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. §3.15 CLEANING UP §3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract.At completion of the Work,the Contractor shall remove from and about the Project waste materials,rubbish,the Contractor's tools,construction equipment,machinery and surplus materials. §3.15.2 If the Contractor fails to clean up as provided in the Contract Documents,the Owner may do so and the cost thereof shall be charged to the Contractor. AIA Document A201Tm—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties. 16 Unauthorized reproduction or distribution of this AIA* Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_I which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) §3.16 ACCESS TO WORK §3.16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. §3.17 ROYALTIES,PATENTS AND COPYRIGHTS §3.17.1 The Contractor 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. §3.18 INDEMNIFICATION §3.18.1 To the fullest extent permitted by law and to the extent claims,damages,losses or expenses are not covered by Protect Management Protective Liability insurance purchased by the Contractor in accordance with Section 11.3, the Contractor shall indemnify and hold harmless the Owner,Architect,Architect's consultants,and agents and employees of any of them from and against claims,damages,losses and expenses,including but not limited to attorneys'fees,arising out of or resulting from performance of the Work,provided that such claim,damage,loss or expense is attributable to bodily injury,sickness,disease or death,or to injury to or destruction of tangible property (other than the Work itself),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 which 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;ADMINISTRATION OF THE CONTRACT §4.1 ARCHITECT §4,1.1 The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number.The term"Architect"means the Architect or the Architect's authorized representative. §4.1.2 Duties,responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted,modified or extended without written consent of the Owner,Contractor and Architect. Consent shall not be unreasonably withheld. §4.1.3 If the employment of the Architect is terminated,the Owner shall employ a new Architect against whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the former Architect. §4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT §4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents,and will be an Owner's representative(1)during construction,(2)until final payment is due and(3)with the Owner's concurrence,from time to time during the one-year period for correction of Work described in Section 12.2.The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified in writing in accordance with other provisions of the Contract. §4.2.2 The Architect,as a representative of the Owner,will visit the site at intervals appropriate to the stage of the Contractor's operations(1)to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed, (2)to endeavor to guard the Owner against defects and AIA Document A201 TM—1997.Copyright ®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This A10 Document is protected by U.S.Copyright Law and International Treaties. 7 Unauthorized reproduction or distribution of this AIA° Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) deficiencies in the Work,and(3)to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed,will be in accordance with the Contract Documents.However,the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will neither have control over or charge of,nor be responsible 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 The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents.The Architect 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. §4.2.4 Communications Facilitating Contract Administration. Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized,the Owner and Contractor shall endeavor to communicate with each other through the Architect about matters arising out of or relating to the Contract.Communications by and with the Architect's consultants shall be through the Architect.Communications by and with Subcontractors and material suppliers shall be through the Contractor.Communications by and with separate contractors shall be through the Owner. §4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment,the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. §4.2.6 The Architect will have authority to reject Work that does not conform to the Contract Documents.Whenever the Architect considers it necessary or advisable,the Architect will have authority 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 with such reasonable promptness as''to cause no delay in the Work or in the activities of the Owner,Contractor or separate contractors,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,sequences or procedures.The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. §4.2.8 The Architect will prepare Change Orders and Construction Change Directives,and may authorize minor changes in the Work as provided in Section 7.4. §4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion,will receive and forward to the Owner,for the Owner's review and records,written warranties and related documents required by the Contract and assembled by the Contractor,and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. §4.2.10 If the Owner and Architect agree,the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site.The duties,responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. AIA Document A201 TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA" Document is protected by U.S.Copyright Law and International Treaties. 18 Unauthorized reproduction or distribution of this AIA` Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) §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.If no agreement is made concerning the time within which interpretations required of the Architect shall be furnished in compliance with this Section 4.2,then delay shall not be recognized on account of failure by the Architect to furnish such interpretations until 15 days after written request is made for them. §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 initial decisions,the Architect will endeavor to secure faithful performance by both Owner and Contractor,will not show partiality to either and will not be liable for results of interpretations or decisions so rendered in good faith. §4,2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.3 CLAIMS AND DISPUTES §4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking,as a matter of right,adjustment or interpretation of Contract terms,payment of money,extension of time or other relief with respect to the terms of the Contract.The term"Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. Claims must be initiated by written notice.The responsibility to substantiate Claims shall rest with the party making the Claim. §4.3.2 Time Limits on Claims.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.Claims most be initiated by written notice to the Architect and the other party. §4,3.3 Continuing Contract Performance.Pending final resolution of a Claim except as otherwise agreed in writing or as provided in Section 9.7.1 and Article 14,the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. §43.4,10 ins for Concealed or Unknown Conditions.If conditions are encountered at the site which are(1) subsurface of otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or(2)unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents,then notice by the observing party shall be given to the other party promptly 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,if 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. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall so notify the Owner and Contractor in writing,stating the reasons.Claims by either party in opposition to such'determination must be made within 21 days after the Architect has given notice of the decision.If the conditions encountered are materially different,the Contract Sum and Contract Time shall be equitably adjusted, but if the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time,the adjustment shall be referred to the Architect for initial determination,subject to further proceedings pursuant to Section 4.4. §4.3.5 Claims for Additional Cost. If the Contractor wishes to make 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 10.6. §4.3.6 If the Contractor believes additional cost is involved for reasons including but not limited to(1)a written interpretation from the Architect,(2)an order by the Owner to stop the Work where the Contractor was not at fault, (3)a written order for a minor change in the Work issued by the Architect,(4)failure of payment by the Owner, (5) termination of the Contract by the Owner,(6)Owner's suspension or(7)other reasonable grounds,Claim shall be filed in accordance with this Section 4.3. AIA Document A201 TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA` Document is protected by U.S.Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will be 19 prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) §4.3.7 Claims for Additional Time §4.3.7.1 If the Contractor wishes to make 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 continuing delay only one Claim is necessary. §4.3.7.2 If adverse weather conditions are the basis for a Claim for additional time,such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time,could not have been reasonably anticipated and had an adverse effect on the scheduled construction. §4.3.8 Injury,or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party,or of others for whose acts such party is legally responsible,written notice of such injury or damage,whether or not 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. §4.3.9 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. §4.3.10 Claims for Consequential Damages. The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract.This mutual waiver includes: .1 damages incurred by the Owner for rental expenses,for losses of use,income,profit,financing, business and reputation,and for loss of management or employee productivity or of the services of such persons;and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there,for losses of financing,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 4.3.10 shall be deemed to preclude an award of liquidated direct damages,when applicable,in accordance with the requirements of the Contract Documents. §4.4 RESOLUTION OF CLAIMS AND DISPUTES §4.4.1 Decision of Architect. Claims,including those alleging an error or omission by the Architect but excluding those arising under Sections 10.3 through 10.5,shall be referred initially to the Architect for decision.An initial decision by the Architect shall be required as a condition precedent to mediation,arbitration or litigation of all Claims between the Contractor and Owner arising prior to the date final payment is due,unless 30 days have passed after the Claim has been referred to the Architect with no decision having been rendered by the Architect.The Architect will not decide disputes between the Contractor and persons or entities other than the Owner. §4.4.2 The Architect will review Claims and within ten days of the receipt of the 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 in whole or in part,(3)approve the Claim,(4)suggest a compromise,or(5) advise the parties that the Architect is unable to resolve the Claim if the Architect lacks sufficient information to evaluate the merits of the Claim or if the Architect concludes that,in the Architect's sole discretion,it would be inappropriate for the Architect to resolve the Claim. §4.4.3 In evaluating Claims,the Architect may,but shall not be obligated to,consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Architect in rendering a decision.The Architect may request the Owner to authorize retention of such persons at the Owner's expense. §4.4.4 If the Architect requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond,within ten days after receipt of such request,and shall either provide a response on the requested supporting data,advise the Architect when the response or supporting data will be furnished or advise the Architect that no supporting data will be furnished.Upon receipt of the response or supporting data,if any,the Architect will either reject or approve the Claim in whole or in part. AIA Document A201TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA" Document is protected by U.S.Copyright Law and International Treaties. 20 Unauthorized reproduction or distribution of this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) §4.4.5 The Architect will approve or reject Claims by written decision, which shall state the reasons therefor and which shall notify the parties of any change in the Contract Sum or Contract Time or both.The approval or rejection of a Claim by the Architect shall be final and binding on the parties but subject to mediation and arbitration. §4A.6 When a written decision of the Architect states that(1)the decision is final but subject to mediation and arbitration and(2)a demand for arbitration of a Claim covered by such decision must be made within 30 days after the date on which the party making the demand receives the final written decision,then failure to demand arbitration within said 30 days' period shall result in the Architect's decision becoming final and binding upon the Owner and Contractor.If the Architect renders a decision after arbitration proceedings have been initiated,such decision may be entered as evidence,but shall not supersede arbitration proceedings unless the decision is acceptable to all parties concerned. §4.4.7 Upon receipt of a Claim against the Contractor or at any time thereafter,the Architect or the Owner may,but is not obligated to,notify the surety,if any,of the nature and amount of the Claim.If the Claim relates to a possibility of a Contractor'sdefault,the Architect or the Owner may,but is not obligated to,notify the surety and request the surety's assistance in resolving the controversy. §4.4.81f 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 prior to resolution of the Claim by the Architect,by mediation or by arbitration. §4.5 MEDIATION §4,5.1 Any Claim arising out of or related to the Contract,except Claims relating to aesthetic effect and except those waived as provided for in Sections 4.3.10,9.10.4 and 9.10.5 shall,after initial decision by the Architect or 30 days after submission of the Claim to the Architect,be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. §4.5.2 The parties shall endeavor to resolve their Claims by mediation which,unless the parties mutually agree otherwise,shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect.Request for mediation shall be filed in writing with the other party to the Contract and with the American Arbitration Association.The request may be made concurrently with the filing of a demand for arbitration but,in such event,mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing,unless stayed for a longer period by agreement of the parties or court order. §4.5.8 The parties shall share the mediator's fee and any filing fees equally.The mediation shall be held in the place where the project is located,unless another location is mutually agreed upon.Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. §4.6 ARBITRATION §4.6.1 Any Claim arising out of or related to the Contract,except Claims relating to aesthetic effect and except those waived as provided for in Sections`4.3.10,9.10.4 and 9.10.5,shall,after decision by the Architect or 30 days after submission of the Claim to the Architect,be subject to arbitration.Prior to arbitration,the parties shall endeavor to resolve disputes by mediation in accordance with the provisions of Section 4.5. §4.6.2 Claims not resolved by mediation shall be decided by arbitration which,unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect.The demand for arbitration shall be filed in writing with the other party to the Contract and with the American Arbitration Association,and a copy shall be filed with the Architect. §4.6.3 A demand for arbitration shall be made within the time limits specified in Sections 4.4.6 and 4.6.1 as applicable,and in other cases within a reasonable time after the Claim has arisen,and in no event shall it be made after the date when institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute of limitations as determined pursuant to Section 13.7. AIA Document A201 T"'—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 21 Unauthorized reproduction or distribution of this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) §4.6.4 Limitation on Consolidation or Joinder. No arbitration arising out of or relating to the Contract shall include, by consolidation or joinder or in any other manner,the Architect,the Architect's employees or consultants,except by written consent containing specific reference to the Agreement and signed by the Architect,Owner,Contractor and any other person or entity sought to be joined.No arbitration shall include,by consolidation or joinder or in any other manner,parties other than the Owner, Contractor,a separate contractor as described in Article 6 and other persons substantially involved in a common question of fact or law whose presence is required if complete relief is to be accorded in arbitration.No person or entity other than the Owner,Contractor or a separate contractor as described in Article 6 shall be included as an original third party or additional third party to an arbitration whose interest or responsibility is insubstantial.Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of a Claim not described therein or with a person or entity not named or described therein.The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court having jurisdiction thereof. §4,6.5 Claims and Timely Assertion of Claims. 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. §4.6.6 Judgment on Final Award. The award rendered by the arbitrator or arbitrators shall be final,and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. 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 aSubcontractor or an authorized representative of the Subcontractor.The term"Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. §5.1.2 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 will promptly reply to the Contractor in writing stating whether or not the Owner or the Architect,after due investigation,has reasonable objection to any such proposed person or entity.Failure of the Owner or Architect to reply promptly shall constitute notice of no reasonable objection. §5.2.2 The Contractor shall not contract with a proposed person or entity to 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 in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. §5.2.4 The Contractor shall not change a Subcontractor,person or entity previously selected if the Owner or Architect makes reasonable objection to such substitute. AIA Document A201 TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties. 22 Unauthorized reproduction or distribution of this AIO Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) %.r §5.3 SUBCONTRACTUAL RELATIONS §5.3.1 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,by the Contract Documents,has against the Owner.Where appropriate,the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors.The Contractor shall make available to each proposed Subcontractor,prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound,and,upon written request of the Subcontractor,identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. §3.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS §5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that: .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcontractor and Contractor in writing;and .2 assignment is subject to the prior rights of the surety,if any,obligated under bond relating to the Contract. §5.4.2 Upon such:assignment,if'`the Work has been suspended for more than 30 days,the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS §61 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 Section 4.3. §6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site,the term"Contractor"in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. §6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor,who shall cooperate with them.The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so.The Contractor shall take 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 which apply to the Contractor under the Conditions of the Contract,including, without excluding others,those stated in Article 3,this Article 6 and Articles 10, 11 and 12. §6.2 MUTUAL 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. AIA Document A201TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958, 1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA" Document is protected by U.S.Copyright Law and International Treaties. 23 Unauthorized reproduction or distribution of this AIA Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) §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 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 Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a separate contractor because of delays,improperly timed activities or defective construction of the Contractor.The Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays,improperly timed activities,damage to the Work or defective construction of a separate contractor. §6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. §6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. §6.3 OWNER'S RIGHT TO CLEAN UP §6.3.1 If a dispute arises among the Contractor,separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and 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 §7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner,Contractor and Architect,stating their agreement upon all of the following: .1 change in the Work; .2 the amount of the adjustment,if any,in the Contract Sum;and .3 the extent of the adjustment, if any,in the Contract Time. §7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Section 7.3.3. §7.3 CONSTRUCTION CHANGE DIRECTIVES §7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect,directing a change 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. AIA Document A201TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA Document is protected by U.S.Copyright Law and international Treaties. 24 Unauthorized reproduction or distribution of this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) §7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum,the adjustment shall be based on one of the following methods: .1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 unit prices stated in the Contract Documents or subsequently agreed upon; .3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee;or .4 as provided in Section 7.3.6. §7.3.4 Upon receipt of a Construction Change Directive,the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method,if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. §7.3.5 A Construction Change Directive signed by the Contractor indicates the agreement of the Contractor 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. §7.3.6 If the Contractor-does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall be determined by the Architect on the basis of reasonable expenditures and savings of those performing the Work attributable to the change,including,in case of an increase in the Contract Sum,a reasonable allowance for overhead and profit.In such case,and also under Section 7.3.3.3,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 7.3.6 shall be limited to the following: .1 costs of labor,including social security,old age and unemployment insurance, fringe benefits required by agreement or custom,and workers' compensation insurance; .2 casts 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. §7.3.7 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change which results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect.When both additions and credits covering related Work or substitutions are involved in a change,the allowance for overhead and profit shall be figured on the basis of net increase,if any, with respect to that change. §7.3.6 Pending final determination of the total cost of a Construction Change Directive to the Owner, amounts not in dispute for such changes in the Work shall be included in Applications for Payment accompanied by a Change Order indicating the parties' agreement with part or all of such costs.For any portion of such cost that remains in dispute,the Architect will make an interim determination for purposes of monthly certification for payment for those costs.That determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a claim in accordance with Article 4. §7.3.9 When the Owner and Contractor agree with the determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time,or otherwise reach agreement upon the adjustments,such agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order. §7.4 MINOR CHANGES IN THE WORK §7.4.1 The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor.The Contractor shall carry out such written orders promptly. AIA Document A201 TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA` Document is protected by U.S.Copyright Law and International Treaties. 25 Unauthorized reproduction or distribution of this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) ARTICLE 8 TIME §8.1 DEFINITIONS §8.1.1 Unless otherwise provided,Contract Time is the period of time,including authorized adjustments,allotted in the Contract Documents for Substantial Completion of the Work. §81.2 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. §82 PROGRESS AND COMPLETION §8,2.1 Time limits stated in the Contract Documents are of the essence of the Contract.By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. §8.2.2 The Contractor shall not knowingly,except by agreement or instruction of the Owner in writing,prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner.The date of commencement of the Work shall not be changed by the effective date of such insurance.Unless the date of commencement is established by the Contract Documents or a notice to proceed given by the Owner,the Contractor shall notify the Owner in writing not less than five days or other agreed period before commencing the Work to permit the timely filing of mortgages,mechanic's liens and other security interests. §8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time.. §8.3 DELAYS AND EXTENSIONS OF TIME §8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect,or of an employee 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 which the Architect determines may justify delay,then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. §8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Section 4.3. §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 §9.1.1 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 §9.2.1 Before the first Application for Payment,the Contractor shall submit to the Architect a schedule of values allocated to various portions of the Work,prepared in such form and supported by such data to substantiate its accuracy as the Architect may require.This schedule,unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. §9.3 APPLICATIONS FOR PAYMENT §9.3.1 At least ten days before the date established for each progress payment,the Contractor shall submit to the Architect an itemized Application for Payment for operations completed in accordance with the schedule of values. Such application shall be notarized,if required,and supported by such data substantiating the Contractor's right to AIA Document A201TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA' Document is protected by U.S.Copyright Law and International Treaties. 26 Unauthorized reproduction or distribution of this AIO Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers,and reflecting retainage if provided for in the Contract Documents. As provided in Section 7.3.8,such applications may include requests for payment on account of changes in the Work which have been properly authorized by Construction Change Directives,or by interim determinations of the Architect,but not yet included in Change Orders. §9.3.1.2 Such applications may not include requests for payment for portions of the Work for which the Contractor does not intend to pay to a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. §9.3.2 Unless otherwise provided in the Contract Documents,payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work.If approved in advance by the Owner,payment may,similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing.Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest,and shall include the costs of applicable insurance,storage and transportation to the site for such materials and equipment stored off the site. §9.3,3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment.The Contractor further warrants that upon submittal of an Application for Payment all Work'for which Certificates for Payment have been previously issued and payments received from the Owner shall,to the best of the Contractor's knowledge,information and belief,be free and clear of liens,claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers,or other persons or entities making a 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 for Payment,either issue to the Owner a Certificate for Payment,with a copy to the Contractor,for such amount as the Architect determines is properly due,or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whale or in part as provided in Section 9.5.1. §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 the Work has progressed to the point indicated and that,to the best of the Architect's knowledge,information and belief,the quality of the Work is in accordance with the Contract Documents.The foregoing representations are subject to an evaluation of the'Work for conformance with the Contract Documents upon Substantial Completion,to results of subsequent tests and inspections,to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect.The issuance of a Certificate for Payment will further 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(1)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 from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment,or(4)made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. §95 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 9.4.1.If the Contractor and Architect cannot agree on a revised amount,the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner.The Architect may also withhold a Certificate for Payment or,because of subsequently discovered evidence,may nullify the whole or a part of a Certificate for Payment previously issued,to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible,including loss resulting from acts and omissions described in Section 3.3.2,because of: .1 defective Work not remedied; AIA Document A201TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties. 27 Unauthorized reproduction or distribution of this Al a Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or for labor,materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or another contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time,and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 persistent failure to carry out the Work in accordance with the Contract Documents. §9:5.2 When the above reasons for withholding certification are removed,certification will be made for amounts previously withheld.. §9.6 PROGRESS PAYMENTS' §9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents,and shall so notify the Architect. §9.6.2 The Contractor shall promptly pay each Subcontractor,upon receipt of payment from the Owner,out of the amount paid to the Contractor on account of such Subcontractor's portion of the Work,the amount to which said Subcontractor is entitled,reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor's portion of the Work.The Contractor shall,by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner. §9.6.3 The Architect will,on request,furnish to a Subcontractor,if practicable,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 Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. §9,6.5 Payment to material suppliers shall be treated in a manner similar to that provided in Sections 9.6.2,9.6.3 and 9.6.4. §9.6.6 A Certificate for Payment,a progress payment,or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. §9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by 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 in a separate account and not commingled with money of the Contractor,shall create any fiduciary liability or tort liability on the part of the 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 §9.7.1 If the Architect does not issue a Certificate for Payment,through no fault of the Contractor,within seven days after receipt of the Contractor's Application for Payment,or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount certified by the Architect or awarded by arbitration,then the Contractor may,upon seven additional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received.The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down,delay and start-up,plus interest as provided for in the Contract Documents. AIA Document A201TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties. 28 Unauthorized reproduction or distribution of this AIA` Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/0212006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) %Wf §9.8 SUBSTANTIAL COMPLETION §9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. §9.8.2 When the Contractor considers that the Work,or a portion thereof which the Owner agrees to accept separately,is substantially complete,the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment.Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. §918.3 Upon receipt of the Contractor's list,the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete.If the Architect's inspection discloses any item,whether or not included on the Contractor's list,which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use,the Contractor shall,before issuance of the Certificate of Substantial Completion,complete or correct such item upon notification by the Architect.In such case,the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. §9,8.4 When the Work or designated portion thereof is substantially complete,the Architect will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion,shall establish responsibilities*of the Owner and Contractor for security,maintenance,heat,utilities,damage to the Work and insurance,and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate.Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. §9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate.Upon such acceptance and consent of surety,if any,the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. §99 PARTIAL,OCCUPANCY OR USE §9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor,provided such occupancy or use is consented to by the insurer as required under Section 11.4.1.5 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete,provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage,if any,security,maintenance,,heat,utilities,damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents.When the Contractor considers a portion substantially complete,the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2.Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld.The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or,if no agreement is reached,by decision of the Architect. §9.9.2 Immediately prior to such partial occupancy or use,the Owner,Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. §9.9.3 Unless otherwise agreed upon,partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. §9.10 FINAL COMPLETION AND FINAL PAYMENT 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment,the Architect will promptly make such inspection and,when the Architect finds the Work acceptable under the Contract Documents and the Contract fully 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 AIA Document A201 TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties. 29 Unauthorized reproduction or distribution of this AIA" Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) 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(1)an affidavit that payrolls,bills for materials and equipment,and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered(less amounts withheld by Owner)have been paid or otherwise satisfied,(2)a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3)a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents,(4)consent of surety,if any,to final payment and(5),if required by the Owner,other data establishing payment or satisfaction of obligations,such as receipts,releases and waivers of liens,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 the Owner,the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien.If such lien remains unsatisfied after payments are made,the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien,including all costs and reasonable attorneys' fees. §9.10.3 If, after Substantial Completion of the Work,final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion,and the 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 fully completed or corrected is less than retainage stipulated in the Contract Documents,and if bonds have been furnished,the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the 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 constitute a waiver of Claims by the Owner except those arising from: .1 liens,Claims,security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents;or .3 terms of special warranties required by the Contract Documents. §9.10.5 Acceptance of final payment by the Contractor,a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application,for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY §10.1 SAFETY PRECAUTIONS AND PROGRAMS §10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. §10.2 SAFETY OF PERSONS AND PROPERTY §10.2.1 The Contractor shall take reasonable precautions for safety of,and shall provide reasonable protection to prevent damage,injury or loss to: .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein,whether in storage on or off the site,under care,custody or control of the Contractor or the Contractor's Subcontractors or Sub- subcontractors;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. §10.2.2 The Contractor shall give notices and comply with applicable laws,ordinances,rules,regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage,injury or loss. AIA Document A201 TM—1997.Copyright 01911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA" Document is protected by U.S.Copyright Law and International Treaties. 30 Unauthorized reproduction or distribution of this AIO Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) §10.2.3 The Contractor shall erect and maintain,as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection,including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. §10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work,the 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 10.2.1.3 caused in whole or in part by the Contractor,a Subcontractor,a Sub-subcontractor,or anyone directly or indirectly employed by any of them,or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3,except damage or loss attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them,or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor.The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. §10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents.This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. §10,2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its safety. §10.3 HAZARDOUS MATERIALS §10.3.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance,including but not limited to asbestos or polychlorinated biphenyl(PCB), encountered on the site by the Contractor,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 The Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and,in the event such material or substance is found to be present,to verify that it has been rendered harmless.'Unless otherwise required by the Contract Documents,the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance.The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner.If either 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.The Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's'reasonable additional costs of shut-down,delay and start-up,which adjustments shall be accomplished as provided in Article 7. §10.3.3 To the fullest extent permitted by law,the Owner shall indemnify and hold harmless the Contractor, Subcontractors,Architect,Architect's consultants and agents and employees of any of them from and against claims,damages,losses and expenses,including but not limited to attorneys' fees,arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless,provided that such claim,damage,loss or expense is attributable to bodily injury, sickness,disease or death,or to injury to or destruction of tangible property (other than the Work itself)and provided that such damage,loss or expense is not due to the sole negligence of a party seeking indemnity. §10.4 The Owner shall not be responsible under Section 10.3 for materials and substances brought to the site by the Contractor unless such materials or substances were required by the Contract Documents. AIA Document A201TM—1997.Copyright ®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties. 31 Unauthorized reproduction or distribution of this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) §10.5 If,without negligence on the part of the Contractor,the Contractor is held liable for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents,the Owner shall indemnify the Contractor for all cost and expense thereby incurred. §10.6 EMERGENCIES §10.6.1 In an emergency affecting safety of persons or property,the Contractor shall act,at the Contractor's discretion,to prevent threatened damage,injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Section 4.3 and Article 7. ARTICLE 11 INSURANCE AND BONDS §11.1 CONTRACTOR'S LIABILITY INSURANCE §11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor's operations under the Contract and for which the Contractor may be legally liable,whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them,or by anyone for whose acts any of them may be liable: .1 claims under workers' compensation,disability benefit and other similar employee benefit acts which are applicable)to the Work to be performed; .2 claims for damages because of bodily injury,occupational sickness or disease,or death of the Contractor's employees; .3 claims for damages because of bodily injury, sickness or disease,or death of any person other than the Contractor's employees; .4 claims for damages insured by usual personal injury liability coverage; .5 claims for damages,other than to the Work itself,because of injury to or destruction of tangible property,including loss of use resulting therefrom; .6 claims for damages because of bodily injury,death of a person or property damage arising out of ownership,maintenance or use of a motor vehicle; .7 claims for bodily injury or property damage arising out of completed operations;and .8 claims involving contractual liability insurance applicable to the Contractor's obligations under Section 3.18. §11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law,whichever coverage is greater.Coverages,whether written on an occurrence or claims-made basis,shall be maintained without interruption from date of commencement of the Work until date of final payment and termination of any coverage required to be maintained after final payment. §11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work.These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner.If any of the foregoing insurance coverages are required to remain in force after final payment and are reasonably available,an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Section 9.10.2.Information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate,or both, shall be furnished by the Contractor with reasonable promptness in accordance with the Contractor's information and belief. §11.2 OWNER'S LIABILITY INSURANCE §1`1.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. §11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE §11.3.1 Optionally,the Owner may require the Contractor to purchase and maintain Project Management Protective Liability insurance from the Contractor's usual sources as primary coverage for the Owner's,Contractor's and Architect's vicarious liability for construction operations under the Contract.Unless otherwise required by the Contract Documents,the Owner shall reimburse the Contractor by increasing the Contract Sum to pay the cost of purchasing and maintaining such optional insurance coverage,and the Contractor shall not be responsible for purchasing any other liability insurance on behalf of the Owner.The minimum limits of liability purchased with such coverage shall be equal to the aggregate of the limits required for Contractor's Liability Insurance under Sections l 1.1.1.2 through 11.1.1.5. AIA Document A20170—1997.Copyright ®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA'` Document is protected by U.S.Copyright Law and International Treaties. 32 Unauthorized reproduction or distribution of this AIA° Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) §11.3.2 To the extent damages are covered by Project Management Protective Liability insurance,the Owner, Contractor and Architect waive all rights against each other for damages,except such rights as they may have to the proceeds of such insurance.The policy shall provide for such waivers of subrogation by endorsement or otherwise. (Paragraph deleted) §11.3.3 The City of Renton is named as an Additional Insured on the contractor's policy,with that policy being primary and non-contributory with any other insurance the City may have. §11.4 PROPERTY INSURANCE §11.4.1 Unless otherwise provided,the Owner shall purchase and maintain,in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located,property insurance written on a builder's risk"all-risk"or equivalent policy form in the amount of the initial Contract Sum,plus value of subsequent Contract modifications and cost of materials supplied or installed by others,comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained,unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance,until final payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.4 to be covered, whichever is later.This insurance shall include interests of the Owner, the Contractor,Subcontractors and Sub- subcontractors in the Project. §11.4.1.1 Property insurance shall be on an"all-risk"or equivalent policy form and shall include, without limitation, insurance against the perils of fire(with extended coverage)and physical loss or damage including, without duplication of coverage,theft,"vandalism,malicious mischief,collapse,earthquake,flood,windstorm, falsework, testing and startup,temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements,and shall cover reasonable compensation for Architect's and Contractor's services and expenses required as a result of such insured loss. §11.4.1.2 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 which will protect the interests of the Contractor,Subcontractors and Sub-subcontractors in the Work,and by appropriate Change Order the cost thereof shall be charged to the Owner.if the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above,without so notifying the Contractor in writing,then the Owner shall bear all reasonable costs properly attributable thereto. §11.4.1.3 If the property insurance requires deductibles,the Owner shall pay costs not covered because of such deductibles. §11.4.1.4 This property insurance shall cover portions of the Work stored off the site,and also portions of the Work in transit. §11.4.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise.The Owner and 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 cancellation,lapse or reduction of insurance. §11.4.2 Boiler and Machinery Insurance.The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law,which shall specifically cover such insured objects during installation and until final acceptance by the Owner;this insurance shall include interests of the Owner,Contractor, Subcontractors and Sub-subcontractors in the Work,and the Owner and Contractor shall be named insureds. §11.4.3 Loss of Use Insurance.The Owner,at the Owner's option,may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards,however caused.The AIA Document A201 TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIAe Document is protected by U.S.Copyright Law and international Treaties. 33 Unauthorized reproduction or distribution of this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) flli' Owner waives all rights of action against the Contractor for loss of use of the Owner's property,including consequential losses due to fire or other hazards however caused. §11.4.4 If the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy,the Owner shall, if possible,include such insurance,and the cost thereof shall be charged to the Contractor by appropriate Change Order. §11.4.5 If during the Project construction period the Owner insures properties,real or personal or both,at or adjacent to the site by property insurance under policies separate from those insuring the Project,or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period,the Owner shall waive all rights in accordance with the terms of Section 11.4.7 for damages caused by fire or other causes of loss covered by this separate property insurance.All separate policies shall provide this waiver of subrogation by endorsement or otherwise. §11.4.6 Before an exposure to loss may occur,the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Section 11.4.Each policy shall contain all generally applicable conditions,definitions,exclusions and endorsements related to this Project.Each policy shall contain a provision that the policy will not be Canceled or allowed to expire,and that its limits will not be reduced,until at least 30 days' prior written notice has been given to the Contractor. §11.4.7 Waivers of Subrogation, The Owner and Contractor waive all rights against(1)each other and any of their subcontractors, sub-subcontractors,agents and employees,each of the other,and(2)the Architect,Architect's consultants,separate contractors described in Article 6,if any,and any of their subcontractors,sub-subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.4 or other property insurance applicable to the Work,except such rights as they have to proceeds of such insurance held by the Owner as fiduciary.The Owner or Contractor,as appropriate, shall require of the Architect,Architect's consultants,separate contractors described in Article 6,if any,and the subcontractors,sub`-subcontractors,agents and employees of any of them,by appropriate agreements,written where legally required for validity,similar waivers each in favor of other parties enumerated herein.The policies shall provide such waivers of subrogation by endorsement or otherwise.A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification,contractual or otherwise,did not pay the insurance premium directly or indirectly,and whether or not the person or entity had an insurable interest in the property damaged. §11.4.8 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 applicable mortgagee clause and of Section 11.4.10.The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor,and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. §11.4.9 If required in writing by a party in interest,the Owner as fiduciary shall,upon occurrence of an insured loss, give bond for proper performance of the Owner's duties.The cost of required bonds shall be charged against proceeds received as fiduciary.The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach,or in accordance with an arbitration award in which case the procedure shall be as provided in Section 4.6.If after such loss no other special agreement is made and unless the Owner 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. §11.4.10 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 as provided in Sections 4.5 and 4.6.The Owner as fiduciary shall,in the case of arbitration, make settlement with insurers in accordance with directions of the arbitrators.If distribution of insurance proceeds by arbitration is required,the arbitrators will direct such distribution. AIA Document A201TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties. 34 Unauthorized reproduction or distribution of this AIO Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) §11.5 PERFORMANCE BOND AND PAYMENT BOND §11.5.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. §11.5.2 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 permit a copy to be made. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK §12.1 UNCOVERING OF WORK §12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents,it must,if required 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 which the Architect has not specifically requested to examine prior to its being covered,the Architect may request to see such Work and it shall be uncovered by the Contractor.If such Work is in accordance with the Contract Documents,costs of uncovering and replacement shall,by appropriate Change Order,be at the Owner's expense.If such Work is not in accordance with the Contract Documents, 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 §12.2,1.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated,installed or completed.Costs of correcting such rejected Work,including additional testing and inspections and compensation for the Architect's services and expenses made necessary thereby,shall be at the Contractor's expense. §12.21 AFTER SUBSTANTIAL COMPLETION §12.2.2.1 in addition to the Contractor's obligations under Section 3.5, if,within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1,or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents,the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition.The Owner shall give such notice promptly after discovery of the condition.During the one-year period for correction of Work,if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction,the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty.If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect,the Owner may correct it in accordance with Section 2.4. §12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual performance of the Work. §12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. §12.2.3 The Contractor shall remove from the site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. §12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed,of the Owner or separate contractors caused by the Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents. AIA Document A201TM—1997.Copyright m 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties. 3G Unauthorized reproduction or distribution of this Ale Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) §12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have 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 which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. §12.3 ACCEPTANCE OF NONCONFORMING WORK 12.3.1 If the Owner prefers to accept Work which 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 §13.1.1 The Contract shall be governed by the law of the place where the Project is located. §13.2 SUCCESSORS AND ASSIGNS §13.2.1 The Owner and Contractor respectively bind themselves,their partners,successors,assigns and legal representatives to the other party hereto and to partners,successors,assigns and legal representatives of such other party in respect to covenants,agreements and obligations contained in the Contract Documents.Except as provided in Section 13.2.2,neither party to the Contract shall assign the Contract as a whole without written consent of the other.If either party attempts to make such an assignment without such consent,that party shall nevertheless remain legally responsible for all obligations under the Contract. §13.2.2 The Owner may,without consent of the Contractor,assign the Contract to an institutional lender providing construction financing for the Project.In such event,the lender shall assume the Owner's rights and obligations under the Contract Documents.The Contractor shall execute all consents reasonably required to facilitate such assignment. §13.3 WRITTEN NOTICE §13.3.1 Written notice shall be deemed to have been duly served if delivered in person to the individual or 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 to the last business address known to the party giving notice. §13.4 RIGHTS AND REMEDIES §13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties,obligations,rights and remedies otherwise imposed or available by law. §13.4.2 No action or failure to act by the Owner,Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract,nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder,except as may be specifically agreed in writing. §13.5 TESTS AND INSPECTIONS §13.5.1 Tests,inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances,rules,regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Unless otherwise provided,the Contractor shall make arrangements for such tests,inspections and approvals with an 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 tests,inspections or approvals which do not become requirements until after bids are received or negotiations concluded. §13.5.2 If the Architect,Owner or public authorities having jurisdiction determine that portions of the Work require additional testing,inspection or approval not included under Section 13.5.1,the Architect will,upon written authorization from the Owner,instruct the Contractor to make arrangements for such additional testing,inspection AIA Document A201Tm—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties. 36 Unauthorized reproduction or distribution of this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) or approval by an entity acceptable to the Owner,and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs,except as provided in Section 13.5.3,shall be at the Owner's expense. §13.5.3 If such procedures for testing,inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses shall be at the Contractor's expense. §13.5.4 Required certificates of testing,inspection or approval shall, unless otherwise required by the Contract Documents,be secured by the Contractor and promptly delivered to the Architect. §13.5.5 If the Architect is to observe tests,inspections or approvals required by the Contract Documents,the Architect will do so promptly,and, where practicable,at the normal place of testing. §13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. §13.6 INTEREST §13.6.1 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 COMMENCEMENT OF STATUTORY LIMITATION PERIOD §13.7.1 As between the Owner and Contractor: .1 Before Substantial Completion. As to acts or failures to act occurring prior to the relevant date of Substantial Completion,any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than such date of Substantial,Completion; .2 Between Substantial Completion and Final Certificate for Payment. As to acts or failures to act occurring subsequent to the relevant date of Substantial Completion and prior to issuance of the final Certificate for Payment,any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of issuance of the final Certificate for Payment;and .3 After Final Certificate for Payment. As to acts or failures to act occurring after the relevant date of issuance of the final Certificate for Payment,any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of any act or failure to act by the Contractor pursuant to any Warranty provided under Section 3.5,the date of any correction of the Work or failure to correct the Work by the Contractor under Section 12.2,or the date of actual commission of any other act or failure to perform any duty or obligation by the Contractor or Owner,whichever occurs last. 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 which requires all Work to be(stopped; .2 an act of government,such as a declaration of national emergency which requires all Work to be stopped; .3 i,. 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. AIA Document A201TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties. 37 Unauthorized reproduction or distribution of this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) §14.1.2 The Contractor may terminate the Contract if,through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor,repeated suspensions,delays or interruptions of the entire Work by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion,or 120 days in any 365-day period,whichever is less. §14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists,the Contractor may,upon seven days' written notice to the Owner and Architect,terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials,equipment,tools,and construction equipment and machinery, including reasonable overhead,profit and damages. §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 persistently failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work,the Contractor may,upon seven additional days' written notice to the Owner and the Architect,terminate the Contract and recover from the Owner as provided in Section 14.1.3. §14.2 TERMINATION BY THE OWNER FOR CAUSE §14.2.1 The Owner may terminate the Contract if the Contractor: .1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 persistently disregards laws,ordinances,or rules,regulations or orders of a public authority having jurisdiction;or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. §14.2.2 When any of the above reasons exist,the Owner,upon certification by the Architect that sufficient cause exists to justify such action,may without 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 take possession of the site and of all materials,equipment,tools,and construction equipment and machinery thereon owned by the Contractor; .2 accept assignment of subcontracts pursuant to Section 5.4;and .3 finish the Work by whatever reasonable method the Owner may deem expedient.Upon request of the Contractor,the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. §14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1,the Contractor shall not be entitled to receive further payment until the Work is finished. §14.2.4 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 Architect, 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 or in part for such period of time as the Owner may determine. §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: AIA Document A201TM—1997.Copyright m 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This Ale Document is protected by U.S.Copyright law and International Treaties. 38 Unauthorized reproduction or distribution of this AIA* Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) %taw fir✓ .1 that performance is,was or would have been so suspended,delayed or interrupted by another cause for which the Contractor is responsible;or .2 that an equitable adjustment is made or denied under another provision of 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: .1 cease operations as directed by the Owner in the notice; .2 take actions necessary,or that the Owner may direct,for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice,terminate all 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. AIA Document A201 TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 39 Unauthorized reproduction or distribution of this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) Additions and Deletions Report for AIA Document A201 TM — 1997 This Additions and Deletions Report,as defined on page 1 of the associated document,reproduces below all text the author has added to the standard form AIA document in order to complete it,as well as any text the author may have added to or deleted from the original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 09:09:19 on 11/02/2006. PATE 1 Activity Buildings ADA Up"rg ades Thomas Teasdale Park 601 South 23rd Street Kiwanis Park,815 Union Avenue NE City of Renton-Peter Renner 1055 South Grady Way Renton,WA 98057 Phone: 425-430-6605 Fax: 425-430-6603 Gensler 1524 Fifth Avenues Suite 300 Telephone Number: 206-654-2100 PAGE 33 additional insureds on the GontfaeteF's Liability insur-anee eoveFage under seetion 11.1-. §.11.3.3 The City of Renton is named as an Additional Insured on the contractor's policy,with that policy being primary and noncontributory with any other insurance the City may have. PAGE 39 Additions and Deletions Report for AIA Document A201TM—1997.Copyright ©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA* Document is protected by U.S.Copyright Law and 1 International Treaties.Unauthorized reproduction or distribution of this AIA` Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:09:19 on 11/02/2006 under Order No.1000232520_1 which expires on 5/9/2007,and is not for resale. User Notes: (1280027375) p d � LL- N V O U N . cd ".0 Now VOW UL v �j V O � U • �� •I--4 � O �N N � 3gg In a 1 1MI ¢ ID CD S a ¢ 3 a �C> C Co u 04 QQQQ P � OWALLAK Ma SSA r a WALLA MF 1 1 � c o F AKA z W w � 2 0 Z F S " a te w Q J m N a o d >< a 12 rc C YRO O. K �QQQ7 �o '� vl a 9!MBNAYLW- cc G Z z W p J YQ. ZQ YpIRK AK �. Q V S S Y O O s S p 0 0 d F �. 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