Exhibit 10.3


 


	
  

  	
   

  	
  Document
  A201TM – 1997

  



 


General Conditions of the Contract for Construction


 


for the
following PROJECT:  

(Name and location or address): 

New Casino Facility 

Diamond Jo Casino 

Dubuque, Iowa


 


THE
OWNER:

(Name and address): 

Diamond Jo, LLC 

3rd Street Harbor 

P.O. Box 1750 

Dubuque, Iowa 52001


 


THE
ARCHITECT: 

(Name and address): 

YWS Architects 

5005 West Patrick Lane 

Las Vegas, Nevada 89118


 


ADDITIONS AND DELETIONS:


 


The author of this
document has added information needed for its completion. The author may also
have revised the text of the original AIA standard form. An Additions and Deletions Report that notes
added information as well as revisions to the standard form text is available
from the author and should be reviewed. A vertical line in the left margin of
this document indicates where the author has added necessary information and
where the author has added to or deleted from the original AIA text.


 


This document has
important legal consequences. Consultation with an attorney is encouraged with
respect to its completion or modification.


 


This document has been
approved and endorsed by The Associated General Contractors of America


 


TABLE
OF ARTICLES


 


1                            GENERAL
PROVISIONS


 


2                            OWNER


 


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


 


	
  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. 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 10:41:37 on
  09/24/2007 under Order No. 1000311580_2 which expires on 7/15/2008, and is
  not for resale.

  
	
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1

















 


13                     MISCELLANEOUS
PROVISIONS


 


14                     TERMINATION
OR SUSPENSION OF THE CONTRACT


 


	
  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. 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 10:41:37 on
  09/24/2007 under Order No. 1000311580_2 which expires on 7/15/2008, and is
  not for resale.

  
	
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2

















 


INDEX

(Numbers and Topics in Bold are Section Headings)


 


Acceptance
of Nonconforming Work

9.6.6, 9.9.3,12.3

Acceptance of Work

9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3

Access to Work

3.16, 6.2.1, 12.1

Accident Prevention

4.2.3, 10

Acts and Omissions

3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 4.3.8, 4.4.1, 8.3.1, 9.5.1, 10.2.5, 13.4.2,
13.7, 14.1

Addenda

1.1.1, 3.11

Additional Costs, Claims for

4.3.4, 4.3.5, 4.3.6, 6.1.1, 10.3

Additional Inspections and Testing

9.8.3, 12.2.1, 13.5

Additional Time, Claims for

4.3.4, 4.3.7, 8.3.2

ADMINISTRATION OF THE CONTRACT

3.1.3, 4, 9.4, 9.5

Advertisement or Invitation to Bid

1.1.1

Aesthetic Effect

4.2.13, 4.5.1

Allowances

3.8

All-risk Insurance

11.4.1.1

Applications for Payment

4.2.5, 7.3.8, 9.2, 9.3,
9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10, 11.1.3, 14.2.4, 14.4.3

Approvals

2.4, 3.1.3, 3.5, 3.10.2, 3.12, 4.2.7, 9.3.2, 13.4.2, 13.5

Arbitration

4.3.3, 4.4, 4.5.1, 4.5.2, 4.6,
8.3.1, 9.7.1, 11.4.9, 

11.4.10

Architect

4.1

Architect, Definition of

4.1.1

Architect, Extent of Authority

2.4, 3.12.7, 4.2, 4.3.6, 4.4, 5.2, 6.3, 7.1.2, 7.3.6, 7.4, 9.2, 9.3.1, 9.4,
9.5, 9.8.3, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4

Architect, Limitations of Authority and Responsibility

2.1.1, 3.3.3, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6,
4.2.7, 4.2.10, 4.2.12, 4.2.13, 4.4, 5.2.1, 7.4, 9.4.2, 9.6.4, 9.6.6

Architect’s Additional Services and Expenses

2.4, 11.4.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4

Architect’s Administration of the Contract

3.1.3, 4.2, 4.3.4, 4.4,
9.4, 9.5

Architect’s Approvals

2.4, 3.1.3, 3.5.1, 3.10.2, 4.2.7

Architect’s Authority to Reject Work

3.5.1, 4.2.6, 12.1.2, 12.2.1

Architect’s Copyright

1.6

Architect’s Decisions

4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5, 4.4.6, 4.5, 6.3,
7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2,
14.2.4

Architect’s Inspections

4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5

Architect’s Instructions


3.2.3, 3.3.1, 4.2.6,
4.2.7, 4.2.8, 7.4.1, 12.1, 13.5.2

Architect’s Interpretations

4.2.11, 4.2.12, 4.3.6

Architect’s Project Representative

4.2.10

Architect’s Relationship with Contractor

1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.10, 3.11,
3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2, 7, 8.3.1,
9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12, 13.4.2, 13.5

Architect’s Relationship with Subcontractors

1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.4.7

Architect’s Representations

9.4.2, 9.5.1, 9.10.1

Architect’s Site Visits

4.2.2, 4.2.5, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5

Asbestos

10.3.1

Attorneys’ Fees

3.18.1, 9.10.2, 10.3.3

Award of Separate Contracts

6.1.1, 6.1.2

Award of Subcontracts and Other Contracts for

Portions of the Work

5.2

Basic Definitions

1.1

Bidding Requirements

1.1.1, 1.1.7, 5.2.1, 11.5.1

Boiler and Machinery Insurance

11.4.2

Bonds, Lien

9.10.2

Bonds, Performance, and Payment

7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5

Building Permit

3.7.1

Capitalization

1.3

Certificate of Substantial Completion


 


	
  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. 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 10:41:37 on
  09/24/2007 under Order No. 1000311580_2 which expires on 7/15/2008, and is
  not for resale.

  
	
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9.8.3, 9.8.4, 9.8.5

Certificates for Payment

4.2.5, 4.2.9, 9.3.3, 9.4, 9.5,
9.6.1, 9.6.6, 9.7.1, 9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4

Certificates of Inspection, Testing or Approval

13.5.4

Certificates of Insurance

9.10.2, 11.1.3

Change Orders

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, 4.3.9,
5.2.3, 7.1, 7.2, 7.3, 8.3.1, 9.3.1.1, 9.10.3, 11.4.1.2, 11.4.4, 11.4.9, 12.1.2

Change Orders, Definition of

7.2.1

CHANGES IN THE WORK

3.11, 4.2.8, 7, 8.3.1, 9.3.1.1, 11.4.9

Claim, Definition of


4.3.1

Claims and Disputes

3.2.3, 4.3, 4.4, 4.5, 4.6, 6.1.1, 6.3,
7.3.8, 9.3.3, 9.10.4, 10.3.3

Claims and Timely Assertion of Claims

4.6.5

Claims for Additional Cost

3.2.3, 4.3.4, 4.3.5, 4.3.6, 6.1.1,  7.3.8, 10.3.2

Claims for Additional Time

3.2.3, 4.3.4, 4.3.7, 6.1.1, 8.3.2,
10.3.2

Claims for Concealed or Unknown Conditions

4.3.4

Claims for Damages

3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.4.5,
11.4.7, 14.1.3, 14.2.4

Claims Subject to Arbitration

4.4.1, 4.5.1, 4.6.1

Cleaning Up

3.15, 6.3

Commencement of Statutory Limitation Period

13.7

Commencement of the Work, Conditions Relating to

2.2.1, 3.2.1, 3.4. 1, 3.7.1, 3.10.1, 3.12.6, 4.3.5, 5.2.1, 5.2.3, 6.2.2, 8.1.2,
8.2.2, 8.3.1, 11.1, 11.4.1, 11.4.6, 11.5.1

Commencement of the Work, Definition of

8.1.2

Communications Facilitating Contract

Administration

3.9.1, 4.2.4

Completion, Conditions Relating to

1.6.1, 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1, 9.10, 12.2,
13.7, 14.1.2

COMPLETION, PAYMENTS AND

9

Completion, Substantial

4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 9.10.4.2, 12.2, 13.7

Compliance with Laws

1.6.1, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6.4, 4.6.6, 9.6.4,
10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14.1.1, 14.2.1.3

Concealed or Unknown Conditions

4.3.4, 8.3.1, 10.3

Conditions of the Contract

1.1.1, 1.1.7, 6.1.1, 6.1.4

Consent, Written

1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5, 9.9.1, 9.10.2,
9.10.3, 11.4.1, 13.2, 13.4.2

CONSTRUCTION BY OWNER OR BY

SEPARATE CONTRACTORS

1.1.4, 6

Construction Change Directive, Definition of

7.3.1

Construction Change Directives

1.1.1, 3.12.8, 4.2.8, 4.3.9, 7.1, 7.3,
9.3.1.1

Construction Schedules, Contractor’s

1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3

Contingent Assignment of Subcontracts

5.4, 14.2.2.2

Continuing Contract Performance

4.3.3

Contract, Definition of

1.1.2

CONTRACT, TERMINATION OR

SUSPENSION OF THE

5.4.1.1, 11.4.9, 14

Contract Administration

3.1.3, 4, 9.4, 9.5

Contract Award and Execution, Conditions Relating to

3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.4.6, 11.5.1

Contract Documents, The

1.1, 1.2

Contract Documents, Copies Furnished and Use of

1.6, 2.2.5, 5.3

Contract Documents, Definition of

1.1.1

Contract Sum

3.8, 4.3.4, 4.3.5, 4.4.5, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2, 9.5.1.4, 9.6.7,
9.7, 10.3.2, 11.4.1, 14.2.4, 14.3.2

Contract Sum, Definition of

9.1

Contract Time

4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1.3, 7.3, 7.4, 8.1.1, 8.2, 8.3.1, 9.5.1, 9.7,
10.3.2, 12.1.1, 14.3.2

Contract Time, Definition of

8.1.1

CONTRACTOR

3

Contractor, Definition of

3.1, 6.1.2

Contractor’s Construction Schedules

1.4.1.2, 3.10, 3.12.1, 3.12.2,
4.3.7.2, 6.1.3

Contractor’s Employees


 


	
  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 A1A® 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 10:41:37 or 09/24/2007 under Order No. 1000311580_2 which expires
  on 7/15/2008, and is not for resale.

  
	
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3.3.2, 3.4.3, 3.8.1, 3.9,
3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1, 11.4.7, 14.1, 14.2.1.1, 

Contractor’s Liability Insurance

11.1

Contractor’s Relationship with Separate Contractors

and Owner’s Forces

3.12.5, 3.14.2, 4.2.4, 6, 11.4.7, 12.1.2, 12.2.4

Contractor’s Relationship with Subcontractors

1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2, 11.4.1.2, 11.4.7, 11.4.8

Contractor’s Relationship with the Architect

1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.10, 3.11,
3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 4.3.4,  4.4.1, 4.4.7, 5.2,
6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7,
12, 13.4.2, 13.5

Contractor’s Representations

1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2

Contractor’s Responsibility for Those Performing the Work

3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10

Contractor’s Review of Contract Documents

1.5.2, 3.2, 3.7.3

Contractor’s Right to Stop the Work

9.7

Contractor’s Right to Terminate the Contract

4.3.10, 14.1

Contractor’s Submittals

3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1,
9.10.2, 9.10.3, 11.1.3, 11.5.2 

Contractor’s Superintendent

3.9, 10.2.6

Contractor’s Supervision and Construction

Procedures

1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3, 6.2.4, 7.1.3, 7.3.4,
7.3.6, 8.2, 10, 12, 14

Contractual Liability Insurance

11.1.1.8, 11.2, 11.3

Coordination and Correlation

1.2, 1.5.2, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1

Copies Furnished of Drawings and Specifications

1.6, 2.2.5, 3.11

Copyrights

1.6, 3.17

Correction of Work

2.3, 2.4, 3.7.4, 4.2.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2, 13.7.1.3

Correlation and Intent of the Contract
Documents

1.2

Cost, Definition of

7.3.6

Costs

2.4, 3.2.3, 3.7.4, 3.8.2, 3.15.2, 4.3, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.6,
7.3.7, 7.3.8, 9.10.2, 10.3.2, 10.5, 11.3, 11.4, 12.1, 12.2.1, 12.2.4, 13.5, 14

Cutting and Patching

6.2.5, 3.14

Damage to Construction of Owner or Separate
 Contractors

3.14.2, 6.2.4, 9.2.1.5, 10.2.1.2, 10.2.5, 10.6, 11.1, 11.4, 12.2.4

Damage to the Work

3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.6, 11.4, 12.2.4

Damages, Claims for

3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.4.5,
11.4.7, 14.1.3, 14.2.4

Damages for Delay

6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2

Date of Commencement of the Work, Definition of

8.1.2

Date of Substantial Completion, Definition of

8.1.3

Day, Definition of

8.1.4

Decisions of the Architect

4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5, 4.4.6, 4.5, 6.3,
7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2,
14.2.4

Decisions to Withhold Certification

9.4.1, 9.5, 9.7,
14.1.1.3

Defective or Nonconforming Work, Acceptance, 

Rejection and Correction of

2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, 9.9.3, 9.10.4,
12.2.1, 13.7.1.3

Defective Work, Definition of

3.5.1

Definitions

1.1, 2.1.1, 3.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 4.3.1, 5.1, 6.1.2,
7.2.1, 7.3.1, 7.3.6, 8.1, 9.1, 9.8.1

Delays and Extensions of Time

3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1,
7.3.1, 7.4.1, 8.3, 9.5.1, 9.7.1,
10.3.2, 10.6.1, 14.3.2

Disputes

4.1.4, 4.3, 4.4, 4.5, 4.6, 6.3, 7.3.8

Documents and Samples at the Site

3.11

Drawings, Definition of

1.1.5

Drawings and Specifications, Use and Ownership of

1.1.1,  1.3, 2.2.5, 3.11, 5.3

Effective Date of Insurance

8.2.2, 11.1.2

Emergencies

4.3.5, 10.6, 14.1.1.2

Employees, Contractor’s

3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1, 11.4.7,
14.1, 14.2.1.1

Equipment, Labor, Materials and

1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7,
5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.2

Execution and Progress of the Work


 


	
  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 A1A® 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which expires
  on 7/15/2008, and is not for resale.

  
	
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1.1.3, 1.2.1, 1.2.2,
2.2.3, 2.2.5, 3.1, 3.3, 3.4, 3.5, 3.7, 3.10, 3.12, 3.14, 4.2.2, 4.2.3, 4.3.3,
6.2.2, 7.1.3, 7.3.4, 8.2, 9.5, 9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3

Extensions of Time

3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3, 7.4.1, 9.5.1, 9.7.1,
10.3.2, 10.6.1, 14.3.2

Failure of Payment

4.3.6, 9.5.1.3, 9.7, 9.10.2,
14.1.1.3, 14.2.1.2, 13.6

Faulty Work

(See Defective or Nonconforming
Work)

Final Completion and Final Payment

4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10,
11.1.2, 11.1.3, 11.4.1, 11.4.5, 12.3.1, 13.7, 14.2.4, 14.4.3

Financial Arrangements, Owner’s

2.2.1, 13.2.2, 14.1.1.5

Fire and Extended Coverage Insurance

11.4

GENERAL PROVISIONS

1

Governing Law

13.1

Guarantees (See Warranty)

Hazardous Materials

10.2.4, 10.3, 10.5

Identification of Contract Documents

1.5.1

Identification of Subcontractors and Suppliers

5.2.1

Indemnification

3.17, 3.18, 9.10.2,
10.3.3, 10.5, 11.4.1.2, 11.4.7

Information and Services Required of the
Owner

2.1.2, 2.2, 3.2.1,
3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2,
9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4

Injury or Damage to Person or Property

4.3.8, 10.2, 10.6

Inspections

3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.2, 9.8.3, 9.9.2, 9.10.1,
12.2.1,13.5

Instructions to Bidders

1.1.1

Instructions to the Contractor

3.2.3, 3.3.1, 3.8.1, 4.2.8, 5.2.1, 7, 12, 8.2.2, 13.5.2

Insurance

3.18.1, 6.1.1, 7.3.6, 8.2.1, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 9.10.5, 11

Insurance, Boiler and Machinery

11.4.2

Insurance, Contractor’s Liability

11.1

Insurance, Effective Date of

8.2.2, 11.1.2

Insurance, Loss of Use

11.4.3

Insurance, Owner’s Liability

11.2

Insurance, Project Management Protective
Liability

11.3

Insurance, Property

10.2.5, 11.4

Insurance, Stored Materials

9.3.2, 11.4.1.4

INSURANCE AND BONDS 

11

Insurance Companies, Consent to Partial Occupancy

9.9.1, 11.4.1.5

Insurance Companies, Settlement with

11.4.10

Intent of the Contract Documents

1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4

Interest

13.6

Interpretation

1, 2.3, 1.4, 4.1.1,
4.3.1, 5.1, 6.1.2, 8.1.4

Interpretations, Written

4.2.11, 4.2.12, 4.3.6

Joinder and Consolidation of Claims Required

4.6.4

Judgment on Final Award

4.6.6

Labor and Materials, Equipment

1.1.3, 1.1.6, 3.4,
3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 42.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6,
9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.2

Labor Disputes

8.3.1

Laws and Regulations

1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6, 9.6.4, 9.9.1, 10.2.2,
11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2,
13.6, 14

Liens

2.1.2, 4.4.8, 8.2.2, 9.3.3, 9.10

Limitation on Consolidation or Joinder

4.6.4

Limitations, Statutes of

4.6.3, 12.2.6, 13.7

Limitations of Liability

2.3, 3.2.1, 3.5.1, 3.7.3, 3.12.8, 3.12.10, 3.17, 3.18, 4.2.6, 4.2.7, 4.2.12,
6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.10.4, 10.3.3, 10.2.5, 11.1.2, 11.2.1, 11.4.7,
12.2.5, 13.4.2

Limitations of Time 

2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 4.3, 4.4,
4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5,
9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, 13.7,
14

Loss of Use Insurance

11.4.3

Material Suppliers

1.6, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5

Materials, Hazardous

10.2.4, 10.3, 10.5


 


	
  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. 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 10:41:37 on
  09/24/2007 under Order No. 1000311580_2 which expires on 7/15/2008, and is
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Materials, Labor,
Equipment and

1.1.3, 1.1.6, 1.6.1, 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12, 3.13, 3.15.1, 4.2.6,
4.2.7, 5.2.1, 6.2, 1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4,
14.2.1.2

Means, Methods, Techniques, Sequences and Procedures of Construction

3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2

Mechanic’s Lien

4.4.8

Mediation

4.4.1, 4.4.5, 4.4.6, 4.4.8, 4.5,
4.6.1, 4.6.2, 8.3.1, 10.5

Minor Changes in the Work

1.1.1, 3.12.8, 4.2.8, 4.3.6, 7.1, 7.4

MISCELLANEOUS PROVISIONS

13

Modifications, Definition of

1.1.1

Modifications to the Contract

1.1.1, 1.1.2, 3.7.3, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7, 10.3.2, 11.4.1

Mutual Responsibility

6.2

Nonconforming Work, Acceptance of

9.6.6, 9.9.3, 12.3

Nonconforming Work, Rejection and Correction of

2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2.1, 13.7.1.3

Notice

2.2.1, 2.3, 2.4, 3.2.3, 3.3.1, 3.7.2, 3.7.4, 3.12.9, 4.3, 4.4.8, 4.6.5, 5.2.1,
8.2.2, 9.7, 9.10, 10.2.2, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3, 13.5.1, 13.5.2,
14.1, 14.2

Notice, Written

2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1,
8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3, 14

Notice of Testing and Inspections

13.5.1, 13.5.2

Notice to Proceed

8.2.2

Notices, Permits, Fees and

2.2.2, 3.7, 3.13,
7.3.6.4, 10.2.2

Observations, Contractor’s

1.5.2, 3.2, 3.7.3, 4.3.4

Occupancy

2.2.2, 9.6.6, 9.8, 11.4.1.5 

Orders, Written

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

OWNER

2

Owner, Definition of

2.1

Owner, Information and Services Required of
the

2.1.2, 2.2, 3.2.1,
3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2,
9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4

Owner’s Authority

1.6, 2.1.1, 2.3, 2.4, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.1.3, 4.2.4,
4.2.9, 4.3.6, 4.4.7, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1,
9.3.1, 9.3.2, 9.5.1, 9.9.1. 9.10.2, 10.3.2, 11.1.3, 11.3.1, 11.4.3, 11.4.10,
12.2.2, 12.3.1, 13.2.2, 14.3, 14.4

Owner’s Financial Capability

2.2.1, 13.2.2, 14.1.1.5

Owner’s Liability Insurance

11.2

Owner’s Loss of Use Insurance

11.4.3

Owner’s Relationship with Subcontractors

1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2

Owner’s Right to Carry Out the Work

2.4, 12.2.4. 14.2.2.2

Owner’s Right to Clean Up

6.3

Owner’s Right to Perform Construction and to

Award Separate Contracts

6.1

Owner’s Right to Stop the Work

2.3

Owner’s Right to Suspend the Work

14.3

Owner’s Right to Terminate the Contract

14.2

Ownership and Use of Drawings, Specifications

and Other Instruments of Service

1.1.1, 1.6, 2.2.5, 3.2.1, 3.11.1,
3.17.1, 4.2.12, 5.3

Partial Occupancy or Use

9.6.6, 9.9, 11.4.1.5

Patching, Cutting and

3.14, 6.2.5

Patents

3.17

Payment, Applications for

4.2.5, 7.3.8, 9.2, 9.3,
9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10.1, 9.10.3, 9.10.5, 11.1.3, 14.2.4, 14.4.3

Payment, Certificates for

4.2.5, 4.2.9, 9.3.3, 9.4,
9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4

Payment, Failure of

4.3.6, 9.5.1.3, 9.7,
9.10.2, 14.1.1.3, 14.2.1.2, 13.6 

Payment, Final

4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5, 12.3.1, 13.7,
14.2.4, 14.4.3

Payment Bond, Performance Bond and 

7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5

Payments, Progress

4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3

PAYMENTS AND COMPLETION

9

Payments to Subcontractors

5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8, 14.2.1.2

PCB 

10.3.1


 


	
  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. 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 10:41:37 on
  09/24/2007 under Order No. 1000311580_2 which expires on 7/15/2008, and is
  not for resale.

  
	
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Performance
Bond and Payment Bond
 7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5

Permits, Fees  and Notices
 2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2

PERSONS AND PROPERTY, PROTECTION

OF

10

Polychlorinated Biphenyl

10.3.1

Product Data, Definition of

3.12.2

Product Data and Samples, Shop Drawings

3.11, 3.12, 4.2.7

Progress and Completion

4.2.2, 4.3.3, 8.2, 9.8,  9.9.1, 14.1.4

Progress Payments

4.3.3, 9.3, 9.6, 9.8.5, 9.10.3,
13.6, 14.2.3

Project, Definition of the

1.1.4

Project Management Protective Liability

Insurance

11.3

Project Manual, Definition of the

1.1.7

Project Manuals

2.2.5

Project Representatives

4.2.10

Property Insurance

10.2.5, 11.4

PROTECTION OF
PERSONS AND PROPERTY

10

Regulations and Laws

1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1,  4.4.8,
4.6, 9.6.4, 9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14

Rejection of Work

3.5.1, 4.2.6, 12.2.1

Releases and Waivers of Liens

9.10.2

Representations

1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.8.2, 9.10.1

Representatives

2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.10, 5.1.1, 5.1.2, 

13.2.1

Resolution of Claims and Disputes

4.4, 4.5, 4.6

Responsibility for Those Performing the Work

3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10

Retainage

9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3

Review of Contract Documents and Field

Conditions by Contractor

1.5.2, 3.2, 3.7.3, 3.12.7, 6.1.3

Review of Contractor’s Submittals by Owner and Architect

3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2

Review of Shop Drawings, Product Data and

Samples by Contractor

3.12

Rights and Remedies

1.1.2,  2.3, 2.4, 3.5.1, 3.15.2, 4.2.6, 4.3.4, 4.5, 4.6,
5.3, 5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, 14

Royalties, Patents and Copyrights

3.17

Rules and Notices for Arbitration

4.6.2

Safety of Persons and Property

10.2, 10.6

Safety Precautions and Programs

3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1,
10.2, 10.6

Samples, Definition of

3.12.3

Samples, Shop Drawings, Product Data and

3.11, 3.12, 4.2.7

Samples at the Site, Documents and

3.11

Schedule of Values

9.2, 9.3.1

Schedules, 

1.4.1.2, 3.10, 3.Construction 12.1, 3.12.2, 4.3.7.2, 6.1.3

Separate Contracts and Contractors
 1.1.4, 3.12.5, 3.14.2, 4.2.4,
4.2.7, 4.6.4, 6, 8.3.1, 11.4.7, 12.1.2, 12.2.5

Shop Drawings, Definition of

3.12.1

Shop Drawings, Product Data and Samples

3.11, 3.12, 4.2.7

Site, Use of

3.13, 6.1.1, 6.2.1

Site Inspections

1.2.2, 3.2.1, 3.3.3, 3.7.1, 4.2, 4.3.4, 9.4.2, 9.10.1, 13.5

Site Visits, Architect’s

4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5

Special Inspections and Testing

4.2.6, 12.2.1, 13.5

Specifications, Definition of the

1.1.6

Specifications, The

1.1.1, 1.1.6, 1.1.7,
1.2.2, 1.6, 3.11, 3.12.10, 3.17

Statute of Limitations

4.6.3, 12.2.6, 13.7

Stopping the Work

2.3, 4.3.6, 9.7, 10.3, 14.1

Stored Materials

6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4

Subcontractor, Definition of 

5.1.1

SUBCONTRACTORS


 


	
  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. 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 10:41:37 on
  09/24/2007 under Order No. 1000311580_2 which expires on 7/15/2008, and is
  not for resale.

  
	
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5

Subcontractors, Work by

1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3,
5.3, 5.4, 9.3.1.2, 

9.6.7

Subcontractual Relations

5.3, 5.4, 9.3.1.2, 9.6, 9.10 10.2.1, 11.4.7, 11.4.8, 14.1,  14.2.1, 14.3.2

Submittals

1.6,  3.10, 3.11, 3.12, 4.2.7,
5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3

Subrogation, Waivers of

6.1.1, 11.4.5, 11.4.7

Substantial Completion

4.2.9, 8.1.1,  8.1.3, 8.2.3, 9.4.2,
9.8, 9.9.1, 9.10.3, 9.10.4.2,
12.2, 13.7

Substantial Completion, Definition of

9.8.1

Substitution of Subcontractors

5.2.3, 5.2.4

Substitution of Architect

4.1.3

Substitutions of Materials

3.4.2, 3.5.1, 7.3.7

Sub-subcontractor, Definition of

5.1.2

Subsurface Conditions

4.3.4

Successors and Assigns

13.2

Superintendent

3.9, 10.2.6

Supervision and Construction Procedures

1.2.2, 3.3, 3.4, 3.12.10, 4.2.2,
4.2.7, 4.3.3, 6.1.3, 6.2.4, 7.1.3, 7.3.6, 8.2, 8.3.1, 9.4.2, 10, 12, 14

Surety

4.4.7, 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2

Surety, Consent of

9.10.2, 9.10.3

Surveys

2.2.3

Suspension by the Owner For Convenience

14.4

Suspension of the Work
 5.4.2, 14.3

Suspension or Termination of the Contract

4.3.6, 5.4.1.1, 11.4.9, 14

Taxes

3.6, 3.8.2.1, 7.3.6.4

Termination by the Contractor

4.3.10, 14.1

Termination by the Owner for Cause

4.3.10, 5.4.1.1, 14.2

Termination of the Architect
 4.1.3

Termination of the Contractor
 14.2.2

TERMINATION OR SUSPENSION OF THE

CONTRACT

14

Tests and Inspections

3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 10.3.2,
11.4.1.1, 12.2.1, 13.5

TIME

8

Time, Delays and Extensions of

3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 8.3, 9.5.1,
9.7.1, 10.3.2, 10.6.1, 14.3.2

Time Limits

2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 4.3, 4.4, 4.5,
4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6,
9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, 13.7,  14

Time Limits on Claims

4.3.2, 4.3.4, 4.3.8, 4.4, 4.5, 4.6

Title  to Work

9.3.2, 9.3.3

UNCOVERING AND CORRECTION OF

WORK

12

Uncovering of Work

12.1

Unforeseen Conditions

4.3.4, 8.3.1, 10.3

Unit Prices

4.3.9, 7.3.3.2

Use of Documents

1.1.1, 1.6, 2.2.5, 3.12.6, 5.3

Use of Site

3.13, 6.1.1, 6.2.1

Values, Schedule of

9.2, 9.3.1

Waiver of Claims by the Architect

13.4.2

Waiver of Claims by the Contractor

4.3.10, 9.10.5, 11.4.7, 13.4.2

Waiver of Claims by the Owner

4.3.10, 9.9.3, 9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7, 12.2.2.1, 13.4.2, 14.2.4

Waiver of Consequential Damages

4.3.10, 14.2.4

Waiver of Liens

9.10.2, 9.10.4

Waivers of Subrogation

6.1.1, 11.4.5, 11.4.7

Warranty

3.5, 4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1,
9.10.4, 12.2.2, 13.7.1.3

Weather Delays

4.3.7.2

Work, Definition of

1.1.3

Written Consent


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
  expires on 7/15/2008, and is not for resale.

  
	
  User
  Notes:

  	
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9

















 


1.6, 3.4.2, 3.12.8,
3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2,
13.4.2 

Written Interpretations 

4.2.11, 4.2.12, 4.3.6 

Written Notice

2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1,
8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3, 14

Written Orders

1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 14.3.1


 


	
  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. 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
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  09/24/2007 under Order No. 1000311580_2 which expires on 7/15/2008, and is
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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.


 


§ 1.1.6
THE SPECIFICATIONS


 


The Specifications are
that portion of the Contract Documents consisting of the written requirements
for materials, equipment, systems, standards and workmanship for the Work, and
performance of related services.


 


§ 1.1.7
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 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. 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 10:41:37 on
  09/24/2007 under Order No. 1000311580_2 which expires on 7/15/2008, and is
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§ 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 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
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  09/24/2007 under Order No. 1000311580_2 which expires on 7/15/2008, and is
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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.


 


§ 2.4 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 arc 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 arc 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 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. Unauthorized
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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.


 


§ 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES


 


§ 3.3.1
The Contractor shall supervise and direct the Work, using the Contractor’s best
skill and attention. The Contractor shall be solely responsible for and have
control over construction means, methods, techniques, sequences and procedures
and for coordinating all portions of the Work under the Contract, unless the
Contract Documents give other specific instructions concerning these matters. If
the Contract Documents give specific instructions concerning construction
means, methods, techniques, sequences or procedures, the Contractor shall
evaluate the jobsite safety thereof and, except as stated below, shall be fully
and solely responsible for the jobsite safety of such means, methods,
techniques, sequences or procedures. If the Contractor determines that such
means, methods, techniques, sequences or procedures may not 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, subcontractors, 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. Unauthorized
  reproduction or distribution of this AIA®  Document,
  or any portion of it, may result in severe civil and criminal penalties, and
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  document was produced by AIA software at 10:41:37 on 09/24/2007 under Order
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§ 3.5 WARRANTY


 


§ 3.5.1 The
Contractor warrants to the Owner and Architect that materials and equipment
furnished under the Contract Documents 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, shall be considered defective unless it meets or
exceeds contract requirements. 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 arc 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


 


	
  AIA
  Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925,
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  Institute of Architects. All rights reserved.
  WARNING: This AIA® Document is protected by U.S. Copyright Law and
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communications given to
the superintendent shall be as binding as if given to the Contractor. Important
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.


 


	
  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. 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
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  by AIA software at 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
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16

















 


§ 3.12.7
The Contractor shall perform no portion of the Work for which the Contract
Documents require submittal and review of Shop Drawings, Product Data, Samples
or similar submittals until the respective submittal has been approved by the
Architect.


 


§ 3.12.8
The Work shall be in accordance with approved submittals except that the
Contractor shall not be relieved of responsibility for deviations from
requirements of the Contract Documents by the Architect’s approval of Shop
Drawings, Product Data, Samples or similar submittals unless the Contractor has
specifically informed the Architect in writing of such deviation at the time of
submittal and (1) the Architect has given written approval to the specific
deviation as a minor change in the Work, or (2) a Change Order or Construction
Change Directive has been issued authorizing the 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.


 


	
  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. 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
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  by AIA software at 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
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§ 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.


 


§ 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 Project 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. The Owner’s Construction Manager is the person identified as
such in the agreement and is referred to throughout the contract documents as
if singular in number. The term “Owner’s Construction Manager” means the Owner’s
Construction manger as may be designated from time to time by the Owner or the
authorized representative thereof.


 


§ 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 she 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


 


	
  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. 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
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  by AIA software at 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
  expires on 7/15/2008, and is not for resale.

  
	
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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 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 stibmittals 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 (after review and approval
by the Owner’s Construction Manager) 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


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
  expires on 7/15/2008, and is not for resale.

  
	
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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.


 


§ 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 cither 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 must 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.


 


§ 4.3.4
Claims for Concealed or Unknown Conditions. If conditions are encountered at
the site which are (1) subsurface or 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 arc 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.


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
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§ 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.


 


§ 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.


 


	
  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. 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
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  AIA software at 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
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§ 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.


 


§ 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.


 


§ 4.4.6 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’s default, the Architect or the Owner may, but is not obligated
to, notify the surety and request the surety’s assistance in resolving the
controversy.


 


§ 4.4.8 If
a Claim relates to or is the subject of a mechanic’s lien, the party asserting
such Claim may proceed in accordance with applicable law to comply with the
lien notice or filing deadlines 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.


 


§ 4.5.3 The
parties shall share the mediator’s fee and any filing fees equally. The
mediation shall be held in the place where the Project is located, unless
another location is mutually agreed upon. Agreements reached in mediation shall
be enforceable as settlement agreements 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


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
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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.


 


§ 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, Owner’s Construction Manager 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, Owner’s Construction Manager, 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 a Subcontractor 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.


 


5.1.3 Divisions and/or
affiliates identified in Section 10.4 of the Agreement, if any, will be treated
as a separate Subcontractor. Any other Division or affiliates will be subject
by approval by the Owner, which approval shall not be unreasonably delayed or
withheld.


 


§ 5.2
AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK


 


§ 5.2.1
Unless otherwise stated in the Contract Documents or the bidding requirements,
the Contractor, as soon as practicable after award of the Contract, shall
furnish in writing to the Owner through the Architect the names of persons or
entities (including those who are to furnish materials or equipment fabricated
to a special design) proposed for each principal portion of the Work. The
Architect 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.


 


	
  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. Unauthorized reproduction or
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  expires on 7/15/2008, and is not for resale.

  
	
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§ 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.


 


§ 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.


 


§ 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS


 


§ 5.4.1 Each
subcontract agreement for a portion of the Work is assigned by the Contractor
to the Owner provided that:


 


.1                        assignment
is effective only after termination of the Contract by the Owner for cause
pursuant to Section 14.2 and only for those subcontract agreements which the
Owner accepts by notifying the Subcontractor and Contractor 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


 


§ 6.1 OWNER’S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD
SEPARATE CONTRACTS


 


§ 6.1.1 The
Owner reserves the right to perform construction or operations related to the
Project with the Owner’s own forces, and to award separate contracts in
connection with other portions of the Project or other construction or
operations on the site under Conditions of the Contract identical or
substantially similar to these including those portions related to insurance
and waiver of subrogation. If the Contractor claims that delay or additional
cost is involved because of such action by the Owner, the Contractor shall make
such Claim as provided in 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 make any revisions to the construction
schedule deemed necessary after a joint review and mutual


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which expires on
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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.


 


§ 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.


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
  expires on 7/15/2008, and is not for resale.

  
	
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§ 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.


 


§ 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, the Contractor’s
Fee computed on the cost of the work at the rate stated in Section 5.1.2 of the
Agreement 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                        costs of
materials, supplies and equipment, including cost of transportation, whether
incorporated or consumed;


.3                        rental
costs of machinery and equipment, exclusive of hand tools, whether rented from
the Contractor or others;


.4                        costs of
premiums for all bonds and insurance, permit fees, and sales, use or similar
taxes related to the Work; and


.5                        additional
costs of supervision and field office personnel directly attributable to the
change.


 


§ 7.3.7 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.


 


§ 7.3.8 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


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
  expires on 7/15/2008, and is not for resale.

  
	
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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.


 


ARTICLE 8 TIME


 


§ 8.1 DEFINITIONS


 


§ 8.1.1
Unless otherwise provided, Contract Time is the period of time, including
authorized adjustments, allotted in the Contract Documents for Substantial
Completion of the Work.


 


§ 8.1.2
The date of commencement of the Work is the date established in the Agreement.


 


§ 8.1.3
The date of Substantial Completion is the date certified by the Architect in
accordance with Section 9.8.


 


§ 8.1.4
The term “day” as used in the Contract Documents shall mean calendar day unless
otherwise specifically defined.


 


§ 8.2 PROGRESS AND COMPLETION


 


§ 8.2.1
Time limits stated in the Contract Documents are of the essence of the
Contract. By executing the Agreement the Contractor confirms that the Contract
Time is a reasonable period for performing the Work.


 


§ 8.2.2
The Contractor shall not knowingly, except by agreement or instruction of the
Owner in writing, prematurely commence operations on the site or elsewhere
prior to the effective date of insurance required by Article II 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.


 


	
  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. Unauthorized reproduction or
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  result in severe civil and criminal penalties, and will be prosecuted to the
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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
On or before the fifteenth (15th) of each calendar month, 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 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.


 


§
9.3.1.1 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 whole 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,


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
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sequences or procedures,
(3) reviewed copies of requisitions received from Subcontractors and material
suppliers and other data requested by the Owner to substantiate the Contractor’s
right to payment, or (4) made examination to ascertain how or for what purpose
the Contractor has used money previously paid on account of the Contract Sum.


 


§ 9.5
DECISIONS TO WITHHOLD CERTIFICATION


 


§ 9.5.1
The 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;


.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


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
  expires on 7/15/2008, and is not for resale.

  
	
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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, or if the Owner does
not pay the Contractor the amount set forth in such certificate of payment,
each in accordance with Article 12 in the Agreement, then the Contractor may,
upon fifteen (15) additional days written notice o 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
startup, plus interest as provided for in the Contract Documents commencing
after the expiration of the fifteen (15) day period.


 


§ 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.


 


§ 9.8.3
Upon receipt of the Contractor’s list, the Architect and the Owner’s
Construction Manager, will make an inspection to determine whether the Work or
designated portion thereof is substantially complete. If the Architect’s
inspection discloses any item, whether or not included on the 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 and the Owner’s Construction
Manager 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.


 


§ 9.9
PARTIAL OCCUPANCY OR USE


 


§ 9.9.1
The Owner may occupy or use any completed or partially completed portion of the
Work at any stage when such portion is designated by separate agreement with
the Contractor, provided such occupancy or use is consented to by the insurer
as required under Section 11.4.1.5 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.


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
  expires on 7/15/2008, and is not for resale.

  
	
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§ 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 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
(after review and approval by the Owner’s Construction Manager) 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.


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
  expires on 7/15/2008, and is not for resale.

  
	
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§ 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.


 


§ 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.


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
  expires on 7/15/2008, and is not for resale.

  
	
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§ 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.


 


§ 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 Refer to Exhibit H:
Insurance, Indemnification, Bonding and Waiver of Subrogation


 


§ 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


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
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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


 


§ 11.2.1
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 11.1.1.2 through 11.1.1.5.


 


§ 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.


 


§ 11.3.3
The Owner shall not require the Contractor to include the Owner, Architect or
other persons or entities as additional insureds on the Contractor’s Liability
Insurance coverage under Section 11.1.


 


§ 11.4 PROPERTY INSURANCE


 


§ 11.4.1
Unless otherwise provided, the Owner shall purchase and 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.


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
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§
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 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


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
  expires on 7/15/2008, and is not for resale.

  
	
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35

















 


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.


 


§ 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 responsibte 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.


 


§ 12.2.2 AFTER SUBSTANTIAL COMPLETION


 


§
12.2.2.1 In addition to the Contractor’s obligations under
Section 3.5, if, within one year after the date of Substantial Completion of
the Work or designated portion thereof or after the date for commencement of
warranties established under Section 9.9.1, or by terms of an applicable
special warranty required by the Contract Documents, any of the Work is found
to be not in accordance with the requirements of the Contract Documents, the
Contractor shall correct it promptly after receipt of written notice from the
Owner to do so unless the Owner has previously given the Contractor a written
acceptance of such condition. The Owner shall give such notice promptly after
discovery of the condition. During the one-year period for 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 within
ten (10) days after receipt of notice from the Owner or Architect, and/or fails
to prosecute diligently such corrective work to completion the Owner may
correct it in accordance with Section 2.4.


 


	
  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. 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
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  AIA software at 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
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36

















 


§
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.


 


§ 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
business address specified in this agreement.


 


§ 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.


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
  expires on 7/15/2008, and is not for resale.

  
	
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37

















 


§ 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 which the Owner has employed 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. All testing is to be paid
for by Owner. The testing agreement is between Owner and Testing Agency.


 


§ 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 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.


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
  expires on 7/15/2008, and is not for resale.

  
	
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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                         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.


 


§ 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 (i)
the respective agreements between the Contractor and the Subcontractors and
(ii) this agreement;


.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.


 


	
  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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which expires
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§ 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:


 


.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 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. 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 10:41:37 on 09/24/2007 under Order No. 1000311580_2 which
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40
















EXHIBIT “H”


 


INSURANCE, INDEMNIFICATION, BONDING & WAIVER OF
SUBROGATION


 


	
  OWNER: 

  	
  DIAMOND JO, LLC

  
	
   

  
	
  CONTRACTOR: 

  	
  CONLON CONSTRUCTION CO.

  
	
   

  
	
  CONTRACT DATE: 

  	
  September 25, 2007

  



 


A.                      CONTRACTOR’S
LIABILITY INSURANCE: The Contractor shall purchase and maintain such insurance
as will protect itself and the Owner from claims set forth below, which may
arise out of, or result from its operations under the Contract or its
operations in connection with the Work, whether such operations be by itself or
by any subcontractor, sub-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 Worker’s or Workman’s Compensation Disability Benefit, and other Employee
Benefits Acts;


 


2.                         Claims
for damages because of bodily injury, occupational sickness or disease, or
death of its employees;


 


3.                         Claims
for damages because of bodily injury, sickness disease, or death of any person
other than its employees;


 


4.                         Claims
for damages insured by usual Personal Injury Liability Coverage, which are
sustained (1) by any person, as a result of an offense directly or indirectly
related to the employment of such person by the Contractor, or (2) any other person;


 


5.                         Claims
for damages other than to the Work, because of injury to, or destruction of
tangible property;


 


6.                         Claims
for damages because of bodily injury or death of any person, or property damage
arising out of ownership, maintenance, or use of any motor vehicle;


 


7.                         Claims
which could arise from the so-called “X, C & U” hazards;


 


8.                         Claims
which include the foregoing 1-7, but not limited thereto, which may occur while
operations are being performed, and claims which may occur after operations are
completed. The completed operations coverage shall remain in effect for a
minimum of two (2) years after the date of final completion of the Project.


 

















 


B.                        The Limits
of Liability shall not be less than the following:


 


	
  WORKER’S COMPENSATION

  	
   

  	
  Statutory

  	
   

  
	
  Employers Liability - Each Coverage

  	
   

  	
  $

  	
  1,000,000.00

  	
   

  
	
  (A Waiver of Subrogation Endorsement is
  Required)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PRIMARY
  COMMERCIAL GENERAL LIABILITY 

  	
   

  	
   

  	
   

  
	
  (A “Per Job”
  Aggregate Endorsement will be required)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Bodily Injury & Property Damage

  	
   

  	
   

  	
   

  
	
  - Each Occurrence

  	
   

  	
  $

  	
  1,000,000.00

  	
   

  
	
  - General Aggregate This Job Only

  	
   

  	
  $

  	
  2,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  AUTOMOBILE

  	
   

  	
   

  	
   

  
	
  Including Owned, Non-Owned & Hired

  	
   

  	
   

  	
   

  
	
  Combined Single Limit or its Equivalent

  	
   

  	
  $

  	
  1,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXCESS/UMBRELLA LIABILITY 

  	
   

  	
  $

  	
  10,000,000.00

  	
   

  
	
  -Aggregate - This Job Only

  	
   

  	
   

  	
   

  



 


C.                        The Contractor
shall add the Owner and any of its affiliated entities, as Additional Insureds
on all policies required above, except Workers Compensation which requires a
Waiver of Subrogation. The Contractor shall be solely responsible for paying
the cost of such insurance premiums. If requested by Owner, any Lender or other
interested party, provided such insurable interest is shown to the insurer,
shall also be included as an additional insured.


 


D.                       The
insurance required by this Exhibit “H” shall include Contractual Liability
Insurance, applicable to the Contractor’s obligations hereunder.


 


E.                         Prior to
the commencement of any Work under this Agreement, the Contractor, at its sole
cost and expense, shall furnish the Owner with certificates of insurance
providing the Owner with evidence of the insurance coverages enumerated herein,
pursuant to policies which shall be kept in full force and effect throughout
the period specified with respect to each such policy. All insurance coverage
required of the Contractor shall provide primary coverage and be
non-contributory with any insurance maintained by the Owner.


 


F.                         The
Contractor shall make the original policies themselves available for inspection
by authorized representatives of the Owner, Lender, and their agents, representatives,
consultants and contractors at all reasonable times. The certificates required
under this Subparagraph shall contain a provision that coverage afforded under
the policies will not be canceled, altered, or amended, or not renewed until at
least thirty (30) days prior written notice has been given to the Owner. This thirty (30) day notice requirement must also appear by
endorsement to all


 

















 


Contractor’s and
Subcontractor’s policies. The Contractor may also be required to submit copies
of its complete insurance policies, certified if requested, evidencing
coverages required by this Agreement within thirty (30) days from the date of
this Agreement. This is in addition to the requirement that the Contractor
supply certificates of insurance. Insurance coverages must be provided by
insurance companies acceptable to the Owner.


 


G.                        The
following Conditions are to be noted:


 


1.                         The
Contractor shall require, or provide on behalf of its subcontractors and
sub-subcontractors, insurance similar as to type of coverage to that required
of the Contractor by the Owner but with lower limits as the Contractor deems
appropriate. Failure of the Contractor to obtain evidence of coverage from its
subcontractors and sub-subcontractors, consistent with that which is required,
shall not relieve the Contractor of any of its responsibilities under this
Exhibit “H”.


 


2.                         The Owner
makes no representations or warranties with respect to the extent or adequacy
of the insurance protection required to be provided by the Contractor, and the
Contractor and his Subcontractors shall satisfy themselves as to the coverage
afforded by such policies. The furnishings of the insurance policies by the
Contractor shall not limit, reduce or otherwise amend any of the obligations or
liabilities of the Contractor expressed herein and elsewhere in the Contract Documents.


 


3.                         In the
event of any failure by the Contractor to comply with any of the provisions of
this Exhibit “H”, the Owner may, at its option and without any obligation to do
so, upon written notice to the Contractor, exercise all of its rights and
remedies in the event of a default by the Contractor hereunder, including
without limitation terminating this Agreement or suspending it until there is
full compliance by the Contractor with this Exhibit “H”.


 


H.  BUILDERS RISK/COURSE OF CONSTRUCTION
INSURANCE


 


1.                         The Owner
will purchase and maintain Builder’s Risk Insurance to one hundred percent
(100%) of the insurable value thereof. The policy will provide the standard
coverage of Fire and Extended Coverage perils for physical loss or damage to
the Project or materials delivered to the Site for installation into the
structure. Theft coverage is not included nor is coverage for Contractor’s
tools or equipment. The Contractors and subcontractors shall be an insured on
the Policy, as their Interest may appear, and only to that extent. Contractor,
subcontractors and/or sub-subcontractors shall be responsible for their
proportionate share of any deductible amount assessed on any covered property loss.
The deductible on the policy shall not exceed the sum of Five Thousand Dollars
($5,000.00) per loss. The full loss, if any, will be adjusted with, and made
payable to the Owner, as trustee for all insureds, as their interest may
appear, subject to any rights of any Lender involved with the Project.


 

















 


2.                         If
required in writing by any party in interest, the Owner as trustee shall upon
the occurrence of any Builder’s Risk insured loss, give bond for the proper
performance of its duties, it shall deposit in a separate account any money so
received, and it shall distribute it in accordance with such agreement as the
parties in interest may reach. If after such loss no other special agreement is
made, replacement of damaged work shall be covered by an appropriate change
order. The party in interest that requires the Owner as trustee to give bond
for the proper performance of its duties shall pay for such bond and associated
costs.


 


3.                         Any
Contractor and/or subcontractor or supplier who supplies materials for the Work
shall be solely responsible for and pay for insuring the materials while stored
off the Site and while the materials are in transit to the Site, until located
at the Site. If material and equipment is to be paid for prior to being located
at the Site, the Contractor and/or all subcontractors shall purchase and
maintain insurance coverage on the materials in a format protecting the
property regardless of its location for the “All Risks or Risk of Physical Loss”
type perils which are to include Theft, Vandalism & Malicious Mischief. Any
deductible clause chosen shall be the sole responsibility of the Contractor
and/or subcontractor or supplier and be subject to the written approval of the
Owner. This insurance shall be in a format acceptable to the Owner, and shall
insure for the “Replacement Cost” of the materials, with no coinsurance
applicable. The Owner shall be the Loss Payee on the policy, if so requested.
Evidence of coverage acceptable to the Owner shall be provided by the
Contractor or subcontractor prior to payment being made by the Owner for the
materials.


 


4.                         Each
Contractor and subcontractor(s) is/are solely responsible for any and all
equipment, tools, materials, and the like, which is/are used in performing the
Work whether owned, leased, rented, borrowed or otherwise at all times and
under all conditions.


 


5.                         If the
Owner finds it necessary to occupy or use a portion or portions of the Work
prior to substantial completion, Owner shall provide proof of insurance for
Owner’s operations acceptable to Contractor and such occupancy shall not be
opposed by the Contractor or any subcontractors and sub-subcontractors.


 


6.                         Unless
otherwise provided, the Builder’s Risk insurance provided by the Owner shall
remain in effect, without conditional restrictions, until final acceptance of
the Contractor’s work by the Owner, or until the Owner has placed the permanent
insurance on the Work.


 


I.                            OWNER’S
RIGHT TO OBTAIN INSURANCE


 


The Owner shall have the
option, but not the obligation, to obtain and maintain any additional


 

















 


insurance in the types,
coverages and/or amounts as they deem appropriate, at their own cost and
expense. However, Contractor’s insurance as required by this Exhibit “H” shall
at all times be primary and non-contributory to any coverage(s) purchased or
maintained by the Owner.


 


J.                           NO
COVERAGE CHANGE


 


Any and all insurance
policies required herein to be obtained by the Contractor shall provide that
there shall be no modification, termination, expiration or non-renewal of such
policies of insurance without at least thirty (30) day’s prior written notice
to the Owner.


 


K.                       WAIVER OF
SUBROGATION


 


The Contractor hereby
releases and waives any and all rights of subrogation against the Owner which,
in the absence of this Exhibit “H”, would arise in favor of any insurance
company insuring the Contractor against loss by fire, extended coverage,
casualty and loss of any other type resulting from damage to or destruction of
property and the Work or any portion thereof or damage to or destruction of the
property of the Contractor located on the Site, and the Contractor hereby
releases and waives its right of recovery against the Owner for loss or damage
to or destruction of the property the Work or any portion thereof, or in damage
to or destruction of the property of the Contractor located on the Site, caused
by fire or other hazards insured against by extended coverage or casualty
insurance. The Contractor shall require of each subcontractor, agreements
written where legally required for validity, providing for similar waivers,
each against each other.


 


L.                         INDEMNIFICATION


 


1.                         To the
fullest extent permitted by law, the Contractor shall protect, indemnify, hold
harmless and defend the Owner, and its directors and employees, from and
against all claims, damages, losses, and expenses, including, but not limited
to attorney’s fees, arising out of or which are alleged to arise out of or be
connected with or resulting from the Work, including, without limiting the
generality of the foregoing, all claims for Contractor’s breach of this
Agreement, any claims brought by any party out of actions arising by, through,
or under the Contractor, its subcontractors, agents and employees, any claims,
damages, loss, or expense, which are attributable to bodily injury, sickness,
disease or death, or for injury to, or destruction of tangible property, (other
than to the Work), whether based or claimed to be based upon statutory,
contractual, tort or other liability but only to the extent caused by the
Contractor or those under the Contractor regardless of whether or not it is
caused in part by a party indemnified there under, save and except those claims
directly attributable to the sole and willful misconduct of the Owner. Such
obligations shall not be construed to negate, abridge, or otherwise reduce any
right or obligation or indemnity, which could otherwise exist as to any party
or person described in this Section “L” - Exhibit “H” If any part of this
provision is


 

















 


adjudged to be contrary
to law, the remaining parts of this provision shall in all other respects be
and remain legally effective and binding. Moreover, this provision shall not be
construed to eliminate or in any way reduce any other indemnification or right
which the Owner has by law.


 


2.                         The
parties acknowledge that the Contractor shall control all construction means
and methods and all safety procedures and compliance with OSHA and/or any other
laws and ordinances. The Contractor’s indemnity shall cover any matters arising
as a result of construction means or methods or safety procedures since the
Owner shall have no involvement with or responsibility therefore, except for
Work performed by Owner or Owner’s Contractors. This indemnity shall survive
the termination of the Agreement with respect to matters occurring on or before
the date of such termination.


 


3.                         In any
and all claims against the Owner, and/or any of its employees, by any employee
of the Contractor, subcontractor, or sub-subcontractor, anyone directly or
indirectly employed by any of them, or anyone for whose acts any of them may be
liable, the indemnification obligation under this Section “L” - Exhibit “H”
shall not be limited in any way by any limitation or the amount or type damage,
compensation or benefits payable by, or for the Contractor, subcontractor, or
any sub-subcontractor, under Worker’s Compensation Acts, Disability Benefits
Acts, or other Employee Benefit Acts.


 


4.                         The
obligations of the Contractor under this Section “L” - Exhibit “H” shall not
extend to the liability of the Architect, his agents or employees, arising out
of (1) the preparation or approval of Maps, Drawings, Opinion, Reports,
Surveys, Change Order, Designs, or Specifications or (2) the giving of or
failure to give directions or instruction by the Architect, his agents or
employees, provided such giving, or failure to give, is the primary cause of
the injury or damage.


 


M.                    RIGHTS OF LIEN


 


1.                         The
Contractor hereby agrees that all of its rights of lien, whether conferred by
statute or otherwise, with respect to all or any portion of the Work are
subordinate to the lien of any mortgage and to the rights of any beneficiary
under a deed of trust (and all advances secured thereby), now or hereafter
encumbering all or any portion of the Work, given by the Owner to the Lender to
secure construction or permanent financing for the Work, and the Contractor
shall execute such documents effectuating such subordination as the Owner may
require. The Contractor also agrees to obtain, for the benefit of Lender,
similar subordination agreements, in form and substance satisfactory to the
Owner and Lender, from all Subcontractors, Sub-subcontractors, material and
equipment suppliers and other persons supplying labor and materials in
connection with the Work.


 

















 


2                            The
Contractor is obligated to notify the Owner immediately if he becomes aware of
the existence of any lien upon the Site or Work which is the result of
Contractor’s Work (including Work performed by Contractor, subcontractors, and
sub-subcontractors). Provided Contractor has been paid currently per the
Contract Documents, Contractor shall remove such lien within ten (10) days of
the attachment thereof (unless the Owner otherwise consents in writing).


 


3                            The
Contractor further agrees to indemnify and hold harmless the Owner for, from
and against any claim of lien, or liens, or both, for labor or service
performed or materials supplied, or both, furnished or to be used on the Site.


 


N. BONDING:


 


If requested, the
Contractor shall furnish Bonds in the form required by the Owner, covering the
faithful performance of the Contract, and the payment of all obligations
arising there under. These may be in the form of a 100% Performance, 100% Labor
and Material Payment.


 


O. MISCELLANOUS:


 


In the event of a
conflict between the term and conditions of AIA Document A111 -1997 Standard
Form of Agreement between Owner and Contractor and/or AIA Document A201 -1997
General Conditions of the Contract for Construction and the terms and
conditions of this Exhibit, the terms and the conditions of this Exhibit shall
control.


 


	
  DIAMOND JO, LLC 

  (“Owner”)

  	
  CONLIN CONSTRUCTION
  COMPANY 

  (“Contractor”)

  
	
   

  	
   

  
	
  By

  	
  /s/ Jonathan Swain

  	
   

  	
  By

  	
  /s/ Timothy J. Conlon

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
  COO

  	
   

  	
  Its

  	
  V. P, Sec.