Exhibit 10.8


 


	
  

  	
  DOCUMENT A201TM –
  1997

  



 


General Conditions of the Contract for Construction


 


for the
following PROJECT:


(Name
and location or address):


Excursion
Gambling Boat


Worth
County, IA


 


THE
OWNER:


(Name
and address):


Diamond
Jo Worth, LLC


400
East 3rd Street


Dubuque,
IA 52001


 


THE
ARCHITECT:


(Name
and address):


KGA
Architecture


4495
South Polaris Avenue


Las
Vegas, NV 89103


 


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

  	
   

  
	
   

  	
   

  	
   

  
	
  13

  	
  MISCELLANEOUS
  PROVISIONS

  	
   

  



 


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


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
  User
  Notes:

  	
   

  	
  (430319130)

  



 


1





















 


	
  14.

  	
  TERMINATION
  OR SUSPENSION OF THE CONTRACT

  	
   

  



 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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 11:32:07 on 06/04/2005 under Order No.1000159854_1
which expires on 1/31/2006, and is not for resale.


 


	
  User
  Notes:

  	
   

  	
  (430319130)

  



 


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, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
  User
  Notes:

  	
   

  	
  (430319130)

  



 


3





















 


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, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
  User
  Notes:

  	
   

  	
  (430319130)

  



 


4





















 


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, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
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5





















 


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, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
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6





















 


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, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
  User
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7





















 


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, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
  User
  Notes:

  	
   

  	
  (430319130)

  



 


8





















 


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, 1967,
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 11:32:07 on 06/04/2005 under Order No.1000159854_1
which expires on 1/31/2006, and is not for resale.


 


	
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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, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
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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, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
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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, and has satisfied itself that it is 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, or others’
rights. 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 hereby certifies that it is the
Owner of the property.


 


§ 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, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
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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 are both subject to prior approval of the Architect. If payments
then or thereafter due the Contractor are not sufficient to cover such amounts,
the Contractor shall pay the difference to the Owner within seven (7) working
days after Owner’s demand.


 


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
diligently and continuously 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.


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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 11:32:07 on 06/04/2005 under Order No.1000159854_1
which expires on 1/31/2006, and is not for resale.


 


	
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§ 3.2
REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR


 


§ 3.2.1 Since the Contract Documents are
complementary, before starting each portion of the Work, the Contractor shall
carefully study and compare the various Drawings and other Contract Documents
relative to that portion of the 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, direct,
and/or perform 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,
Sub-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 or Sub-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 the Owner
and in accordance with a Change Order.


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
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§ 3.4.3 The Contractor shall enforce strict discipline
and good order among the Contractor’s employees, Subcontractors, and
Sub-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.


 


§ 3.5 WARRANTY


 


§ 3.5.1 The Contractor warrants to the Owner and
Architect that materials and equipment furnished under the Contract Documents,
the Subcontracts, and the Sub-Subcontracts will be of good quality and new
unless otherwise required or permitted by the Contract Documents, that the Work
will be free from defects not inherent in the quality required or permitted,
and that the Work will conform to the requirements of the Contract Documents.
Work not conforming to these requirements, including substitutions not properly
approved and authorized, may be considered defective.  The Contractor’s warranty excludes remedy for
damage or defect caused by abuse, modifications not executed by the Contractor,
improper or insufficient maintenance, improper operation, or normal wear and
tear and normal usage. If required by the Architect, or the Owner, 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 all sales, use or similar taxes imposed by a governmental
authority that are related to Contractor’s Work including without limitation,
all taxes and fees directly attributable to the Contractor’s Work including all
federal, state and local taxes, duties, excise taxes, taxes of equipment and
property owned by the Contractor, and all other applicable taxes and fees
associated with Contractor’s Work.


 


§ 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 provided, however, Contractor shall perform the work
in accordance with laws applicable to Contractor.


 


§ 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 provided,
however, Contractor shall perform the work in accordance with laws applicable
to Contractor. 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, equipment, freight to the job site, and all required
sales taxes, (trade discounts shall


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
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15





















 


be
applied in accordance with Article 5.2.1.1 of AIA Document A111 – Agreement Between
Owner and Contractor);


.2                                      Contractor’s costs for unloading and handling
at the site, labor, installation costs, overhead, profit and other expenses
contemplated for stated allowance amounts shall be included in the Contract Sum
but not in the allowances;


.3                                      whenever costs are more than or less than
allowances, the Contract Sum shall be adjusted accordingly by Change Order. The
amount of the Change Order shall reflect (1) the difference between actual
costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor’s
costs under Section 3.8.2.2.


 


§ 3.8.3 Materials and equipment under an allowance
shall be selected by the Owner in sufficient time to avoid delay in the Work.


 


§ 3.9
SUPERINTENDENT


 


§ 3.9.1 The Contractor shall employ a competent
superintendent and necessary assistants who shall be in attendance at the
Project site during performance of the Work. The superintendent shall represent
the Contractor, and communications given to or by the superintendent shall be
as binding as if given to or by 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 approval by the Owner and Architect
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


 


All
responses to requests for information shall be given and all submittals shall
be reviewed and returned as soon as reasonably possible but in no event later
than seven (7) days after such request for information has been made or such
submittal and all information reasonably requested by the Architect has been
delivered, as the case may be.


 


§ 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.


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
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§ 3.12.4 Shop Drawings, Product Data, Samples and
similar submittals are not Contract Documents. The purpose of their submittal
is to demonstrate for those portions of the Work for which submittals are
required by the Contract Documents the way by which the Contractor proposes to
conform to the information given and the design concept expressed in the
Contract Documents. Review by the Architect is subject to the limitations of
Section 4.2.7. Informational submittals upon which the Architect is not
expected to take responsive action may be so identified in the Contract
Documents. Submittals which are not required by the Contract Documents may be
returned by the Architect without action.


 


§ 3.12.5 The Contractor shall review for compliance
with the Contract Documents, approve and submit to the Architect Shop Drawings,
Product Data, Samples and similar submittals required by the Contract Documents
with reasonable promptness and in such sequence as to cause no delay in the
Work or in the activities of the Owner or of separate contractors. Submittals
which are not marked as reviewed for compliance with the Contract Documents and
approved by the Contractor may be returned by the Architect without action.


 


§ 3.12.6 By approving and submitting Shop Drawings,
Product Data, Samples and similar submittals, the Contractor represents that
the Contractor has determined and verified materials, field measurements and
field construction criteria related thereto, or will do so, and has checked and
coordinated the information contained within such submittals with the
requirements of the Work and of the Contract Documents.


 


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


 


§ 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.


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
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§ 3.14
CUTTING AND PATCHING


 


§ 3.14.1 The Contractor shall be responsible for
cutting, fitting or patching required to complete the Work or to make its parts
fit together properly.


 


§ 3.14.2 The Contractor shall not damage or endanger
a portion of the Work or fully or partially completed construction of the Owner
or separate contractors by cutting, patching or otherwise altering such
construction, or by excavation. The Contractor shall not cut or otherwise alter
such construction by the Owner or a separate contractor except with written
consent of the Owner and of such separate contractor; such consent shall not be
unreasonably withheld. The Contractor shall not unreasonably withhold from the
Owner or a separate contractor the Contractor’s consent to cutting or otherwise
altering the Work.


 


§ 3.15
CLEANING UP


 


§ 3.15.1 The Contractor shall keep the premises and
surrounding area free from accumulation of waste materials or rubbish caused by
operations under the Contract. At completion of the Work, the Contractor shall
remove from and about the Project waste materials, rubbish, the Contractor’s
tools, construction equipment, machinery and surplus materials.


 


§ 3.15.2 If the Contractor fails to clean up as
provided in the Contract Documents, the Owner may do so and the cost thereof
shall be charged to the Contractor.


 


§ 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


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
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18





















 


§
3.18.2


 


ARTICLE
4 ADMINISTRATION OF THE CONTRACT


 


§ 4.1
ARCHITECT


 


§ 4.1.1 The Architect is the person lawfully
licensed to practice architecture or an entity lawfully practicing architecture
identified as such in the Agreement and is referred to throughout the Contract
Documents as if singular in number. The term “Architect” means the Architect or
the Architect’s authorized representative.


 


§ 4.1.2 Duties, responsibilities and limitations of
authority of the Architect as set forth in the Contract Documents shall not be
restricted, modified or extended without written consent of the Owner,
Contractor and Architect. Consent shall not be unreasonably withheld.


 


§ 4.1.3 If the employment of the Architect is
terminated, the Owner shall employ a new Architect against whom the Contractor
has no reasonable objection and whose status under the Contract Documents shall
be that of the former Architect.


 


§ 4.2
ARCHITECT’S ADMINISTRATION OF THE CONTRACT


 


§ 4.2.1 The Architect will provide administration of
the Contract as described in the Contract Documents, and will be an Owner’s
representative (1) during construction, (2) until final payment is due and (3)
with the Owner’s concurrence, from time to time during the one-year period for
correction of Work described in Section 12.2. The Architect will have authority
to act on behalf of the Owner only to the extent provided in the Contract
Documents, unless otherwise modified in writing in accordance with other
provisions of the Contract.


 


§ 4.2.2 The Architect, as a representative of the
Owner, will visit the site at intervals appropriate to the stage of the
Contractor’s operations (1) to become generally familiar with and to keep the
Owner informed about the progress and quality of the portion of the Work
completed, (2) to endeavor to guard the Owner against defects and 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, Sub-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,
Sub-Subcontractors and material suppliers shall be through the Contractor.
Communications by and with separate contractors shall be through the Owner.


 


§ 4.2.5


 


The
Architect shall review and certify the amounts due the Contractor and will
issue Certificates for Payment in such amounts in accordance with Article 12 of
the Agreement.


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
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§ 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,
Sub-Subcontractors, material and equipment suppliers, their agents or
employees, or other persons or entities performing portions of the Work.


 


§ 4.2.7 The Architect will review and approve or
take other appropriate action upon the Contractor’s submittals such as Shop
Drawings, Product Data and Samples, but only for the limited purpose of
checking for conformance with information given and the design concept
expressed in the Contract Documents. The Architect’s action will be taken with
such reasonable promptness as to cause no delay in the Work or in the
activities of the Owner, Contractor or separate contractors, while allowing
sufficient time in the Architect’s professional judgment to permit adequate
review. Review of such submittals is not conducted for the purpose of
determining the accuracy and completeness of other details such as dimensions
and quantities, or for substantiating instructions for installation or
performance of equipment or systems, all of which remain the responsibility of
the Contractor as required by the Contract Documents. The Architect’s review of
the Contractor’s submittals shall not relieve the Contractor of the obligations
under Sections 3.3, 3.5 and 3.12. The Architect’s review shall not constitute
approval of safety precautions or, unless otherwise specifically stated by the
Architect, of any construction means, methods, techniques, sequences or
procedures. The Architect’s approval of a specific item shall not indicate
approval of an assembly of which the item is a component.


 


§ 4.2.8 The Architect will prepare Change Orders and
Construction Change Directives, and may authorize minor changes in the Work as
provided in Section 7.4.


 


§ 4.2.9 The Architect will conduct inspections to
determine after approval by the Owner, the date or dates of Substantial
Completion and the date of final completion, will receive and forward to the
Owner, for the Owner’s review and records, written warranties and related
documents required by the Contract and assembled by the Contractor, and will
issue a final Certificate for Payment upon compliance with the requirements of
the Contract Documents.


 


§ 4.2.10 If the Owner and Architect agree, the
Architect will provide one or more project representatives to assist in
carrying out the Architect’s responsibilities at the site.


 


§ 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 after approval by
the Owner, 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.


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
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§ 4.3.2 Time Limits on Claims. Claims by either
party must be initiated within 21 days after occurrence of the event giving
rise to such Claim or within 21 days after the claimant first recognizes the
condition giving rise to the Claim, whichever is later. Claims 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 appropriate adjustment
in the Contract Sum or Contract Time, or both. If the Architect determines that
the conditions at the site are not materially different from those indicated in
the Contract Documents and that no change in the terms of the Contract is
justified, the Architect shall so notify the Owner and Contractor in writing,
stating the reasons. Claims by either party in opposition to such determination
must be made within 21 days after the Architect has given notice of the
decision. If the conditions encountered are materially different, the Contract Sum
and Contract Time shall be equitably adjusted, but if the Owner and Contractor
cannot agree on an adjustment in the Contract Sum or Contract Time, the
adjustment shall be referred to the Architect for initial determination,
subject to further proceedings pursuant to Section 4.4.


 


§ 4.3.5 Claims for Additional Cost.  If the Contractor wishes to make Claim for an
increase in the Contract Sum, written notice as provided herein shall be given
before proceeding to execute the Work. Prior notice is not required for Claims
relating to an emergency endangering life or property arising under Section
10.6.


 


§ 4.3.6 If the Contractor believes additional cost
is involved for reasons including but not limited to (1) a written
interpretation from the Architect, (2) an order by the Owner to stop the Work
where the Contractor was not at fault, (3) a written order for a minor change
in the Work issued by the Architect, (4) failure of payment by the Owner, (5)
termination of the Contract by the Owner, (6) Owner’s suspension or (7) other
reasonable grounds, Claim shall be filed in accordance with this Section 4.3.


 


§ 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:


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
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.1                                      damages incurred by the Owner for rental
expenses, for losses of use, income, profit, financing, business and
reputation, and for loss of management or employee productivity or of the
services of such persons; and


.2                                      damages incurred by the Contractor for
principal office expenses including the compensation of personnel stationed
there, for losses of financing, business and reputation, and for loss of profit
except anticipated profit arising directly from the Work.


 


This
mutual waiver is applicable, without limitation, to all consequential damages
due to either party’s termination in accordance with Article 14. Nothing
contained in this Section 4.3.10 shall be deemed to preclude an award of
liquidated direct damages, when applicable, in accordance with the requirements
of the Contract Documents.


 


§ 4.4
RESOLUTION OF CLAIMS AND DISPUTES


 


§ 4.4.1 Decision of Architect.  Claims, including those alleging an error or
omission by the Architect but excluding those arising under Sections 10.3
through 10.5, shall be referred initially to the Architect for decision. An
initial decision by the Architect shall be required as a condition precedent to
mediation, arbitration or litigation of all Claims between the Contractor and
Owner arising prior to the date final payment is due, unless 30 days have
passed after the Claim has been referred to the Architect with no decision
having been rendered by the Architect. The Architect will not decide disputes
between the Contractor and persons or entities other than the Owner.


 


§ 4.4.2 The Architect will review Claims and within
ten days of the receipt of the Claim take one or more of the following actions:
(1) request additional supporting data from the claimant or a response with
supporting data from the other party, (2) reject the Claim in whole or in part,
(3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that
the Architect is unable to resolve the Claim if the Architect lacks sufficient
information to evaluate the merits of the Claim or if the Architect concludes
that, in the Architect’s sole discretion, it would be inappropriate for the
Architect to resolve the Claim.


 


§ 4.4.3 In evaluating Claims, the Architect may, but
shall not be obligated to, consult with or seek information from either party
or from persons with special knowledge or expertise who may assist the
Architect in rendering a decision. The Architect may request the Owner to
authorize retention of such persons at the Owner’s expense.


 


§ 4.4.4 If the Architect requests a party to provide
a response to a Claim or to furnish additional supporting data, such party
shall respond, within ten days after receipt of such request, and shall either
provide a response on the requested supporting data, advise the Architect when
the response or supporting data will be furnished or advise the Architect that
no supporting data will be furnished. Upon receipt of the response or
supporting data, if any, the Architect will either reject or approve the Claim
in whole or in part.


 


§ 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.


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
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§ 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 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 and any other person or entity sought to be
joined. No arbitration shall include, by consolidation or joinder or in any
other manner, parties other than the Owner, Contractor, a separate contractor
as described in Article 6 and other persons substantially involved in a common
question of fact or law whose presence is required if complete relief is to be
accorded in arbitration. No person or entity other than the Owner, Contractor
or a separate contractor as described in Article 6 shall be included as an
original third party or additional third party to an arbitration whose interest
or responsibility is insubstantial. Consent to arbitration involving an
additional person or entity shall not constitute consent to arbitration of a
Claim not described therein or with a person or entity not named or described
therein. The foregoing agreement to arbitrate and other agreements to arbitrate
with an additional person or entity duly consented to by parties to the
Agreement shall be specifically enforceable under applicable law in any court
having jurisdiction thereof.


 


§ 4.6.5 Claims and Timely Assertion of Claims.  The party filing a notice of demand for
arbitration must assert in the demand all Claims then known to that party on
which arbitration is permitted to be demanded.


 


§ 4.6.6 Judgment on Final Award.  The award rendered by the arbitrator or
arbitrators shall be final, and judgment may be entered upon it in accordance
with applicable law in any court having jurisdiction thereof.


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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 11:32:07 on 06/04/2005 under Order
No.1000159854_1 which expires on 1/31/2006, and is not for resale.


 


	
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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.


 


§ 5.2
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.


 


§ 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:


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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.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
FF&E CONTRACTORS


 


§ 6.1
OWNER’S RIGHT TO AWARD CONTRACTS FOR INSTALLATION OF THE FF&E


 


§ 6.1.1 The Owner reserves the right to perform
construction or operations related to the installation of furniture, fixtures
and equipment (the “FF&E”) in, on or about the Project with other
contractors (the “FF&E” Contractors) engaged by the Owner pursuant to
separate contracts.  The Contractor
acknowledges that such construction and operations are necessary in order for
the Owner to complete the Project on a timely basis and in accordance with its
licenses relating to Owner’s gaming operations.


 


§ 6.1.2 The Owner shall provide for coordination of
the FF&E Contractors installing the FF&E with the Work of the
Contractor.  The Contractor shall cooperate
with the FF&E Contractors and the Owner in coordinating construction
schedules when requested to do so.


 


§ 6.1.3 The Contractor shall afford the Owner and
the FF&E Contractors reasonable opportunity for introduction and storage of
their respective materials and equipment and performance of their activities
and shall connect and coordinate the Contractor’s construction and operations
with the construction and operations of the FF&E Contractors.


 


§ 6.1.4 The Owner shall be reimbursed by the
Contractor for costs incurred by the Owner which are payable to an FF&E
Contractor because of Contractor caused delays, improperly timed activities or
defective construction by the Contractor to the extent those delays materially
and adversely affect Owner’s performance under the Contract Documents or one or
more of the separate contracts with the FF&E Contracts.  The Owner shall be responsible to the
Contractor for costs incurred by the Contractor because of delays, improperly
timed activities, damage to the


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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Work
of defective construction of an FF&E Contractor to the extend it materially
or adversely affect the Contractor’s performance under the Contract Documents
or one or more of the FF&E Contracts.


 


§ 6.1.5 The Contractor shall promptly remedy damage
wrongfully caused by the Contractor to completed or partially completed
construction or to property of the Owner or any FF&E Contractor as provided
in Subsection 10.2.5.


 


§ 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.


 


§ 7.2.2 Methods used in determining adjustments to
the Contract Sum may include those listed in Section 7.3.3.


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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§ 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, 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 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.


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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§ 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 11 to be furnished by the Contractor and Owner. The date of
commencement of the Work shall not be changed by the effective date of such
insurance. Unless the date of commencement is established by the Contract Documents
or a notice to proceed given by the Owner, the Contractor shall notify the
Owner in writing not less than five days or other agreed period before
commencing the Work to permit the timely filing of mortgages, mechanic’s liens
and other security interests.


 


§ 8.2.3 The Contractor shall proceed expeditiously
with adequate forces and shall achieve Substantial Completion within the
Contract Time.


 


§ 8.3
DELAYS AND EXTENSIONS OF TIME


 


§ 8.3.1 If the Contractor is delayed at any time in
the commencement or progress of the Work by an act or neglect of the Owner or
Architect, or of an employee of either, or of a separate contractor employed by
the Owner, or by changes ordered in the Work, or by labor disputes, fire,
unusual delay in deliveries, unavoidable casualties or other causes beyond the
Contractor’s control, or by delay authorized by the Owner pending mediation and
arbitration, or by other causes which the Architect determines may justify
delay, then the Contract Time shall be extended by Change Order for such
reasonable time as the Architect may determine.


 


§ 8.3.2 Claims relating to time shall be made in
accordance with applicable provisions of Section 4.3.


 


§ 8.3.3 This Section 8.3 does not preclude recovery
of damages for delay by either party under other provisions of the Contract
Documents.


 


ARTICLE
9  PAYMENTS AND COMPLETION


 


§ 9.1
CONTRACT SUM


 


§ 9.1.1 The Contract Sum is stated in the Agreement
and, including authorized adjustments, is the total amount payable by the Owner
to the Contractor for performance of the Work under the Contract Documents.


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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§ 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 or the Owner, 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 tenth (10th) day
of each 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 the costs there of shall be
included in the Guaranteed Maximum Price (GMP).


 


§ 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 onsite
inspections to check the quality or quantity of the Work, (2) reviewed
construction means, methods, techniques, sequences or procedures, (3) reviewed
copies of requisitions received from Subcontractors and material suppliers and
other data requested by the Owner to substantiate the Contractor’s right to
payment, or (4) made examination to ascertain how or for what purpose the
Contractor has used money previously paid on account of the Contract Sum.


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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§ 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 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.


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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§ 9.7
FAILURE OF PAYMENT


 


§ 9.7.1 If the Architect does not issue a
Certificate for Payment, through no fault of the Contractor, within seven days
after receipt of the Contractor’s Application for Payment, or if the Owner does
not pay the Contractor within seven days after the date established in the
Contract Documents the amount certified by the Architect or awarded by
arbitration, then the Contractor may, upon seven additional days’ written
notice to the Owner and Architect, stop the Work until payment of the amount
owing has been received. The Contract Time shall be extended appropriately and
the Contract Sum shall be increased by the amount of the Contractor’s
reasonable costs of shut-down, delay and start-up, plus interest as provided
for in the Contract Documents.


 


§ 9.8
SUBSTANTIAL COMPLETION


 


§ 9.8.1 Substantial Completion as defined in Section
4.3 of AIA 111-1997-Standard Form of Agreement Between Owner and Contractor.


 


§ 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 will make an inspection to determine whether the Work or designated
portion thereof is substantially complete. If the Architect’s inspection
discloses any item, whether or not included on the Contractor’s list, which is
not sufficiently complete in accordance with the Contract Documents so that the
Owner can occupy or utilize the Work or designated portion thereof for its
intended use, the Contractor shall, before issuance of the Certificate of
Substantial Completion, complete or correct such item upon notification by the
Architect. In such case, the Contractor shall then submit a request for another
inspection by the Architect to determine Substantial Completion.


 


§ 9.8.4 When the Work or designated portion thereof
is substantially complete, the Architect will prepare a Certificate of
Substantial Completion which shall establish the date of Substantial
Completion, shall establish responsibilities of the Owner and Contractor for
security, maintenance, heat, utilities, damage to the Work and insurance, and
shall fix the time within which the Contractor shall finish all items on the
list accompanying the Certificate. Warranties required by the Contract
Documents shall commence on the date of Substantial Completion of the Work or
designated portion thereof unless otherwise provided in the Certificate of
Substantial Completion which has been approved by the Owner.


 


§ 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.


 


§ 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.


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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§ 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, after inspection and approval by the Owner, 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 so confirms, the Owner shall, upon application by the Contractor and
certification by the Architect, after review and approval by Owner, and without
terminating the Contract, make payment of the balance due for that portion of
the Work fully completed and accepted. If the remaining balance for Work not
fully completed or corrected is less than retainage stipulated in the Contract
Documents, and if bonds have been furnished, the written consent of surety to
payment of the balance due for that portion of the Work fully completed and
accepted shall be submitted by the Contractor to the Architect prior to
certification of such payment. Such payment shall be made under terms and
conditions governing final payment, except that it shall not constitute a
waiver of claims.


 


§ 9.10.4 The making of final payment shall constitute
a waiver of Claims by the Owner except those arising from:


.1                                      liens, Claims, security interests or
encumbrances arising out of the Contract and unsettled;


.2                                      failure of the Work to comply with the
requirements of the Contract Documents; or


.3                                      terms of special warranties required by the
Contract Documents.


 


§ 9.10.5 Acceptance of final payment by the
Contractor, a Subcontractor or material supplier shall constitute a waiver of
claims by that payee except those previously made in writing and identified by
that payee as unsettled at the time of final Application for Payment.


 


ARTICLE
10  PROTECTION OF PERSONS AND PROPERTY


 


§ 10.1
SAFETY PRECAUTIONS AND PROGRAMS


 


§ 10.1.1 The Contractor shall be responsible for
initiating, maintaining and supervising all safety precautions and programs in
connection with the performance of the Contract.


 


§ 10.2
SAFETY OF PERSONS AND PROPERTY


 


§ 10.2.1 The Contractor shall take reasonable
precautions for safety of, and shall provide reasonable protection to prevent
damage, injury or loss to:


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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.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, and strictly in
accordance with applicable laws.


 


§ 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, Subcontractor, Sub-Subcontractor, or anyone directly or indirectly
employed by any of them. 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 in a manner which does not comply
with applicable law or 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, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
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 remedied
substantially in accordance with applicable law, 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 and
the Contractor handled installed, and/or disposed of all such materials and
substances strictly in accordance with applicable law.


 


§ 10.5 If, without negligence on the part of the
Contractor, and provided that the Contractor has performed its obligations in
accordance with Section 10.4, 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 unless the Contract Documents
contemplate remediation by the Contractor, 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 reasonable
discretion, to prevent threatened damage, injury or loss at minimal expense.
Additional compensation or extension of time claimed by the Contractor on
account of an emergency shall be determined as provided in Section 4.3 and
Article 7.


 


ARTICLE
11  INSURANCE AND BONDS


 


§ 11.1
CONTRACTOR’S LIABILITY INSURANCE


 


§ 11.1.1


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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§ 11.2 OWNER’S LIABILITY INSURANCE


 


§ 11.2.1


 


§ 11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE


 


§ 11.3.1


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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§ 11.4.10


 


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
direction 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, or and increase in Contract Sum.


 


§ 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 after written direction from Owner. If such Work is
in accordance with the Contract Documents, costs of uncovering and replacement
shall, by appropriate Change Order, be at the Owner’s expense. If such Work is
not in accordance with the Contract Documents, correction shall be at the
Contractor’s expense unless the condition was caused by the Owner or a separate
contractor in which event the Owner shall be responsible for payment of such
costs.


 


§ 12.2
CORRECTION OF WORK


 


§ 12.2.1
BEFORE OR AFTER SUBSTANTIAL COMPLETION


 


§ 12.2.1.1 The Contractor shall promptly correct Work
rejected by the Architect or failing to conform to the requirements of the
Contract Documents, whether discovered before or after Substantial Completion
and whether or not fabricated, installed or completed. Costs of correcting such
rejected Work, including additional testing and inspections and compensation
for the Architect’s services and expenses made necessary thereby, shall be at
the Contractor’s expense, without a change in Contract Time or an increase in
Contract Sum.


 


§ 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 commence correction of nonconforming Work within ten days
after receipt of notice from the Owner or Architect (unless the commencement of
such correction is directly affected by adverse weather conditions in which
case the commencement of such correction shall begin within five days after
such adverse weather conditions no longer prevent the commencement of such
correction) and fails to prosecute diligently such corrective work to
completion, the Owner may correct it in accordance with §2.4.


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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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 except that a one year warranty shall be established for
individual items of Work repaired under warranty from the date repair is
completed for the individual repair.


 


§ 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. Such adjustment shall be effected
whether or not final payment has been made.


 


ARTICLE
13  MISCELLANEOUS PROVISIONS


 


§ 13.1
GOVERNING LAW


 


§ 13.1.1 The Contract shall be governed by the law of
the place where the Project is located.


 


§ 13.2
SUCCESSORS AND ASSIGNS


 


§ 13.2.1 The Owner and Contractor respectively bind
themselves, their partners, successors, assigns and legal representatives to
the other party hereto and to partners, successors, assigns and legal
representatives of such other party in respect to covenants, agreements and
obligations contained in the Contract Documents. Except as provided in Section
13.2.2, neither party to the Contract shall assign the Contract as a whole
without written consent of the other. If either party attempts to make such an
assignment without such consent, that party shall nevertheless remain legally
responsible for all obligations under the Contract.


 


§ 13.2.2 The Owner may, without consent of the
Contractor, assign the Contract to an institutional lender providing
construction financing for the Project. In such event, the lender shall assume
the Owner’s rights and obligations under the Contract Documents. The Contractor
shall execute all consents reasonably required to facilitate such assignment.


 


§ 13.3
WRITTEN NOTICE


 


§ 13.3.1 Written notice shall be deemed to have been
duly served if delivered in person to the individual or a member of the firm or
entity or to an officer of the corporation for which it was intended, or if
delivered at or sent by registered or certified mail to the business address
listed in the Agreement giving notice.


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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37





















 


§ 13.4
RIGHTS AND REMEDIES


 


§ 13.4.1 Duties and obligations imposed by the
Contract Documents and rights and remedies available thereunder shall be in
addition to and not a limitation of duties, obligations, rights and remedies
otherwise imposed or available by law.


 


§ 13.4.2 No action or failure to act by the Owner,
Architect or Contractor shall constitute a waiver of a right or duty afforded
them under the Contract, nor shall such action or failure to act constitute
approval of or acquiescence in a breach thereunder, except as may be
specifically agreed in writing.


 


§ 13.5
TESTS AND INSPECTIONS


 


§ 13.5.1 Tests, inspections and approvals of portions
of the Work required by the Contract Documents or by laws, ordinances, rules,
regulations or orders of public authorities having jurisdiction shall be made
at an appropriate time. Unless otherwise provided, the Contractor shall make
arrangements for such tests, inspections and approvals with an independent
testing laboratory or entity acceptable to the Owner, or with the appropriate
public authority, and shall bear all related costs of tests, inspections and
approvals. The Contractor shall give the Architect timely notice of when and
where tests and inspections are to be made so that the Architect may be present
for such procedures. The Owner shall bear costs of tests, inspections or
approvals which do not become requirements until after bids are received or
negotiations concluded.


 


§ 13.5.2 If the Architect, Owner or public
authorities having jurisdiction determine that portions of the Work require
additional testing, inspection or approval not included under Section 13.5.1,
the Architect will, upon written authorization from the Owner, instruct the
Contractor to make arrangements for such additional testing, inspection 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


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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38





















 


.3                                      After Final Certificate for Payment. As to
acts or failures to act occurring after the relevant date of issuance of the
final Certificate for Payment, any applicable statute of limitations shall
commence to run and any alleged cause of action shall be deemed to have accrued
in any and all events not later than the date of any act or failure to act by
the Contractor pursuant to any Warranty provided under Section 3.5, the date of
any correction of the Work or failure to correct the Work by the Contractor
under Section 12.2, or the date of actual commission of any other act or
failure to perform any duty or obligation by the Contractor or Owner, whichever
occurs last.


 


ARTICLE
14  TERMINATION OR SUSPENSION OF THE
CONTRACT


 


§ 14.1
TERMINATION BY THE CONTRACTOR


 


§ 14.1.1 The Contractor may terminate the Contract if
the Work is stopped for a period of 30 consecutive days through no act or fault
of the Contractor or a Subcontractor, Sub-subcontractor or their agents or
employees or any other persons or entities performing portions of the Work
under direct or indirect contract with the Contractor, for any of the following
reasons:


.1                                      issuance of an order of a court or other
public authority having jurisdiction which requires all Work to be stopped;


.2                                      an act of government, such as a declaration
of national emergency which requires all Work to be stopped;


.3                                      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 the respective agreements between the
Contractor and the Subcontractors and this Agreement;


.3                                      persistently disregards laws, ordinances, or
rules, regulations or orders of a public authority having jurisdiction; or


.4                                      otherwise breaches a material 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:


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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39





















 


.1                                      take possession of the site and of all materials,
equipment, tools, and construction equipment and machinery thereon owned by the
Contractor;


.2                                      accept assignment of subcontracts pursuant to
Section 5.4; and


.3                                      finish the Work by whatever reasonable method
the Owner may deem expedient. Upon request of the Contractor, the Owner shall
furnish to the Contractor a detailed accounting of the costs incurred by the
Owner in finishing the Work.


 


§ 14.2.3 When the Owner terminates the Contract for
one of the reasons stated in Section 14.2.1, the Contractor shall not be
entitled to receive further payment until the Work is finished.


 


§ 14.2.4 If the unpaid balance of the Contract Sum
exceeds costs of finishing the Work, including compensation for the Architect’s
services and expenses made necessary thereby, and other damages incurred by the
Owner and not expressly waived, such excess shall be paid to the Contractor. If
such costs and damages exceed the unpaid balance, the Contractor shall pay the
difference to the Owner. The amount to be paid to the Contractor or Owner, as
the case may be, shall be certified by the Architect, upon application, and
this obligation for payment shall survive termination of the Contract.


 


§ 14.3
SUSPENSION BY THE OWNER FOR CONVENIENCE


 


§ 14.3.1 The Owner may, without cause, order the
Contractor in writing to suspend, delay or interrupt the Work in whole or in
part for such period of time as the Owner may determine.


 


§ 14.3.2 The Contract Sum and Contract Time shall be
adjusted for increases in the cost and time caused by suspension, delay or
interruption as described in Section 14.3.1. Adjustment of the Contract Sum
shall include profit. No adjustment shall be made to the extent:


.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 reasonable close-out costs together with the Contractor’s Fee
attributable to same.


 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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40





















 


Additions
and Deletions Report for


AIA®
Document A201TM – 1997


 


This Additions and Deletions
Report, as defined on page 1 of the associated document, reproduces below all
text the author has added to the standard form AIA document in order to
complete it, as well as any text the author may have added to or deleted from
the original AIA text. Added text is shown underlined. Deleted text is
indicated with a horizontal line through the original AIA text.


 


Note: This Additions and
Deletions Report is provided for information purposes only and is not incorporated
into or constitute any part of the associated AIA document. This Additions and
Deletions Report and its associated document were generated simultaneously by
AIA software at 11:32:07 on 06/04/2005.


 


PAGE
1


 


Excursion Gambling Boat


...


Worth County, IA


...


Diamond Jo Worth, LLC


...


400 East 3rd
Street


...


Dubuque, IA 52001


...


KGA Architecture


...


4495 South Polaris Avenue


...


Las Vegas, NV 89103


 


PAGE
12


 


§ 1.5.2 Execution of the Contract by the Contractor
is a representation that the Contractor has visited the site, and has satisfied
itself that it is familiar with local conditions under which the Work is to be
performed and correlated personal observations with requirements of the
Contract Documents.


...


§ 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, or others’
rights. 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


 


 


Additions
and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1967, 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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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1





















 


construed as publication in
derogation of the Architect’s or Architect’s consultants’ copyrights or other
reserved rights.


...


§ 2.1.2 The Owner hereby certifies that it is the
Owner of the property.


 


PAGE
13


 


§ 2.4.1 If the Contractor defaults or neglects to
carry out the Work in accordance with the Contract Documents and fails within a
seven-day period after receipt of written notice from the Owner to commence and
continue correction of such default or neglect with diligence and promptness,
the Owner may after such seven-day period give the Contractor a second written
notice to correct such deficiencies within a three-day period. If the
Contractor within such three-day period after receipt of such second notice
fails to commence and continue to correct any deficiencies, the Owner may,
without prejudice to other remedies the Owner may have, correct such
deficiencies. In such case an appropriate Change Order shall be issued
deducting from payments then or thereafter due the Contractor the reasonable
cost of correcting such deficiencies, including Owner’s expenses and
compensation for the Architect’s additional services made necessary by such
default, neglect or failure. Such action by the Owner and amounts charged to
the Contractor are both subject to prior approval of the Architect. If payments
then or thereafter due the Contractor are not sufficient to cover such amounts,
the Contractor shall pay the difference to the Owner within seven (7) working
days after Owner’s demand.


...


§ 3.1.2 The Contractor shall perform the Work
diligently and continuously in accordance with the Contract Documents.


 


PAGE
14


 


§ 3.3.1 The Contractor shall supervise, and direct,
and/or perform 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,
Sub-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 or Sub-Subcontractors.


...


§ 3.4.2 The Contractor may make substitutions only
with the consent of the Owner, after evaluation by the Architect and the Owner
and in accordance with a Change Order.


 


PAGE
15


 


§ 3.4.3 The Contractor shall enforce strict
discipline and good order among the Contractor’s employees, Subcontractors, and
Sub-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.


...


 


 


Additions
and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1967, 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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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  (430319130)

  



 


2





















 


§ 3.5.1 The Contractor warrants to the Owner and
Architect that materials and equipment furnished under the Contract Documents,
the Subcontracts, and the Sub-Subcontracts will be of good quality and new
unless otherwise required or permitted by the Contract Documents, that the Work
will be free from defects not inherent in the quality required or permitted,
and that the Work will conform to the requirements of the Contract Documents.
Work not conforming to these requirements, including substitutions not properly
approved and authorized, may be considered defective. The Contractor’s warranty
excludes remedy for damage or defect caused by abuse, modifications not
executed by the Contractor, improper or insufficient maintenance, improper
operation, or normal wear and tear and normal usage. If required by the
Architect, or the Owner, the Contractor shall furnish satisfactory evidence as
to the kind and quality of materials and equipment.


...


The Contractor shall pay all
sales, use or similar taxes imposed by a governmental authority that are
related to Contractor’s Work including without limitation, all taxes and fees
directly attributable to the Contractor’s Work including all federal, state and
local taxes, duties, excise taxes, taxes of equipment and property owned by the
Contractor, and all other applicable taxes and fees associated with Contractor’s
Work.


...


§ 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 provided, however, Contractor shall perform the work
in accordance with laws applicable to Contractor.


...


§ 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 provided,
however, Contractor shall perform the work in accordance with laws applicable
to Contractor. 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.


...


.1                                      allowances shall cover the cost to the
Contractor of materials, equipment, freight to the job site, and all required
sales taxes, (trade discounts shall be applied in accordance with Article
5.2.1.1 of AIA Document A111 – Agreement Between Owner and Contractor);


 


PAGE
16


 


§ 3.9.1 The Contractor shall employ a competent
superintendent and necessary assistants who shall be in attendance at the
Project site during performance of the Work. The superintendent shall represent
the Contractor, and communications given to or by the superintendent shall be
as binding as if given to or by the Contractor. Important communications shall
be confirmed in writing. Other communications shall be similarly confirmed on
written request in each case.


...


§ 3.10.1 The Contractor, promptly after being awarded
the Contract, shall prepare and submit for approval by the Owner and Architect
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.


...


All responses to requests
for information shall be given and all submittals shall be reviewed and
returned as soon as reasonably possible but in no event later than seven (7)
days after such request for information has been made or such submittal and all
information reasonably requested by the Architect has been delivered, as the
case may be.


 


PAGE
18


 


 


Additions
and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1967, 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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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3





















 


PAGE
19


 


§ 3.18.2


...


§ 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, Sub-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, Sub-Subcontractors and material suppliers shall be
through the Contractor. Communications by and with separate contractors shall
be through the Owner.


...


The Architect shall review
and certify the amounts due the Contractor and will issue Certificates for
Payment in such amounts in accordance with Article 12 of the Agreement.


 


PAGE
20


 


§ 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,
Sub-Subcontractors, material and equipment suppliers, their agents or
employees, or other persons or entities performing portions of the Work.


...


§ 4.2.9 The Architect will conduct inspections to
determine after approval by the Owner, the date or dates of Substantial
Completion and the date of final completion, will receive and forward to the
Owner, for the Owner’s review and records, written warranties and related
documents required by the Contract and assembled by the Contractor, and will
issue a final Certificate for Payment upon compliance with the requirements of
the Contract Documents.


...


§ 4.2.13 The Architect’s decisions after approval by
the Owner, on matters relating to aesthetic effect will be final if consistent
with the intent expressed in the Contract Documents.


 


PAGE
21


 


§ 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


 


 


Additions
and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1967, 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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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of, or time required for,
performance of any part of the Work, will recommend an appropriate adjustment
in the Contract Sum or Contract Time, or both. If the Architect determines that
the conditions at the site are not materially different from those indicated in
the Contract Documents and that no change in the terms of the Contract is
justified, the Architect shall so notify the Owner and Contractor in writing,
stating the reasons. Claims by either party in opposition to such determination
must be made within 21 days after the Architect has given notice of the
decision. If the conditions encountered are materially different, the Contract
Sum and Contract Time shall be equitably adjusted, but if the Owner and
Contractor cannot agree on an adjustment in the Contract Sum or Contract Time,
the adjustment shall be referred to the Architect for initial determination,
subject to further proceedings pursuant to Section 4.4.


 


PAGE
25


 


ARTICLE
6 CONSTRUCTION BY FF&E CONTRACTORS


...


§ 6.1 OWNER’S
RIGHT TO AWARD CONTRACTS FOR INSTALLATION OF THE FF&E


...


§ 6.1.1 The Owner reserves the right to perform
construction or operations related to the installation of furniture, fixtures
and equipment (the “FF&E”) in, on or about the Project with other
contractors (the “FF&E” Contractors) engaged by the Owner pursuant to
separate contracts. The Contractor acknowledges that such construction and
operations are necessary in order for the Owner to complete the Project on a
timely basis and in accordance with its licenses relating to Owner’s gaming
operations.


...


§ 6.1.2 The Owner shall provide for coordination of
the FF&E Contractors installing the FF&E with the Work of the
Contractor. The Contractor shall cooperate with the FF&E Contractors and
the Owner in coordinating construction schedules when requested to do so.


...


§ 6.1.3 The Contractor shall afford the Owner and the
FF&E Contractors reasonable opportunity for introduction and storage of
their respective materials and equipment and performance of their activities
and shall connect and coordinate the Contractor’s construction and operations
with the construction and operations of the FF&E Contractors.


...


§ 6.1.4 The Owner shall be reimbursed by the
Contractor for costs incurred by the Owner which are payable to an FF&E
Contractor because of Contractor caused delays, improperly timed activities or
defective construction by the Contractor to the extent those delays materially
and adversely affect Owner’s performance under the Contract Documents or one or
more of the separate contracts with the FF&E Contracts. The Owner shall be
responsible to the Contractor for costs incurred by the Contractor because of
delays, improperly timed activities, damage to the Work of defective
construction of an FF&E Contractor to the extend it materially or adversely
affect the Contractor’s performance under the Contract Documents or one or more
of the FF&E Contracts.


 


PAGE
26


 


§ 6.1.5 The Contractor shall promptly remedy damage
wrongfully caused by the Contractor to completed or partially completed
construction or to property of the Owner or any FF&E Contractor as provided
in Subsection 10.2.5.


 


PAGE
29


 


§ 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 or the Owner, shall be used as a basis for
reviewing the Contractor’s Applications for Payment.


...


§ 9.3.1 On or before the tenth (10th) day
of each 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.


 


 


Additions
and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1967, 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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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5





















 


...


§ 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 the costs there of shall be
included in the Guaranteed Maximum Price (GMP).


 


PAGE
31


 


§ 9.8.1 Substantial Completion as defined in Section
4.3 of AIA 111-1997-Standard Form of Agreement Between Owner and Contractor.


...


§ 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 which has been approved by the Owner.


 


PAGE
32


 


§ 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, after inspection and approval by the Owner, 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.


...


§ 9.10.3 If, after Substantial Completion of the
Work, final completion thereof is materially delayed through no fault of the
Contractor or by issuance of Change Orders affecting final completion, and the
Architect so confirms, the Owner shall, upon application by the Contractor and
certification by the Architect, after review and approval by Owner, 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.


 


PAGE
33


 


§ 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, and strictly in
accordance with applicable laws.


...


§ 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


 


 


Additions
and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1967, 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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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6





















 


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, Subcontractor, Sub-Subcontractor, or
anyone directly or indirectly employed by any of them. The foregoing
obligations of the Contractor are in addition to the Contractor’s obligations
under Section 3.18.


...


§ 10.2.7 The Contractor shall not load or permit any
part of the construction or site to be loaded in a manner which does not comply
with applicable law or so as to endanger its safety.


 


PAGE
34


 


§ 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 remedied
substantially in accordance with applicable law, 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 and
the Contractor handled installed, and/or disposed of all such materials and
substances strictly in accordance with applicable law.


...


§ 10.5 If, without negligence on the part of the
Contractor, and provided that the Contractor has performed its obligations in
accordance with Section 10.4, 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 unless the Contract Documents contemplate
remediation by the Contractor, the Owner shall indemnify the Contractor for all
cost and expense thereby incurred.


...


§ 10.6.1 In an emergency affecting safety of persons
or property, the Contractor shall act, at the Contractor’s reasonable
discretion, to prevent threatened damage, injury or loss at minimal expense.
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.


 


PAGE
37


 


§ 12.1.1 If a portion of the Work is covered contrary
to the Architect’s direction 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, or and increase in Contract Sum.


...


§ 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 after written direction from Owner. If such Work is
in accordance with the Contract Documents, costs of uncovering and replacement
shall, by appropriate Change Order, be at the Owner’s expense. If such Work is
not in accordance with the Contract Documents, correction shall be at the
Contractor’s expense unless the condition was caused by the Owner or a separate
contractor in which event the Owner shall be responsible for payment of such
costs.


...


§ 12.2.1.1 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, without a change in Contract Time or an increase in
Contract Sum.


...


 


 


Additions
and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1967, 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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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7





















 


§ 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 commence correction of nonconforming Work within ten days
after receipt of notice from the Owner or Architect (unless the commencement of
such correction is directly affected by adverse weather conditions in which
case the commencement of such correction shall begin within five days after
such adverse weather conditions no longer prevent the commencement of such
correction) and fails to prosecute diligently such corrective work to
completion, the Owner may correct it in accordance with §2.4.


 


PAGE
38


 


§ 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 except that a one year warranty shall be established for
individual items of Work repaired under warranty from the date repair is
completed for the individual repair.


...


§ 13.3.1 Written notice shall be deemed to have been
duly served if delivered in person to the individual or a member of the firm or
entity or to an officer of the corporation for which it was intended, or if
delivered at or sent by registered or certified mail to the business address
listed in the Agreement giving notice.


 


PAGE
40


 


.2                                      fails to make payment to Subcontractors for
materials or labor in accordance with the respective agreements between the
Contractor and the Subcontractors and this Agreement;


...


.4                                      Otherwise breaches a material provision of
the Contract Documents.


 


PAGE
41


 


§ 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 reasonable close-out costs together with the Contractor’s Fee
attributable to same.


 


 


Additions
and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1967, 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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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Certification
of Document’s Authenticity


AIA®
Document D401TM – 2003


 


I,    , hereby certify, to the best of my
knowledge, information and belief, that I created the attached final document
simultaneously with its associated Additions and Deletions Report and this
certification at 11:32:07 on 06/04/2005 under Order No. 1000159854_1 from AIA
Contract Documents software and that in preparing the attached final document I
made no changes to the original text of AIA® Document A201TM – 1997 - General
Conditions of the Contract for Construction, as published by the AIA in its
software, other than those additions and deletions shown in the associated
Additions and Deletions Report.


 


 


	
   

  	
   

  
	
  (Signed)

  
	
   

  
	
   

  	
   

  
	
  (Title)

  
	
   

  
	
   

  	
   

  
	
  (Dated)

  



 


 


AIA
Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,
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
11:32:07 on 06/04/2005 under Order No.1000159854_1 which expires on 1/31/2006,
and is not for resale.


 


	
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  (430319130)

  



 


1