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 Document A121 TM CMc — 2003 and AGC Document 565




Standard Form of Agreement Between Owner and Construction Manager



where the Construction Manager is Also the Constructor




AGREEMENT



made as of
the Tenth day of December in the year of Two
Thousand and Five



(In words, indicate day, month and year)




	 	 	 
	 

BETWEEN the Owner:

(Name and address) 


Chico’s
Retail Services, Inc.

11215 Metro Parkway

Fort Myers, FL 33912

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


The 1997 Edition of AIA®
Document A201TM, General Conditions of the
Contract for
Construction, is
referred to herein. This
Agreement requires
modification if other general
conditions are utilized.

	 
	 	 
	
and
the Construction Manager:

(Name and address)

	 	 






O-A-K/Florida,
Inc. d.b.a Owen-Ames-Kimball Company, General Corporation 

11941 Fairway Lakes Drive 

Fort Myers, FL 33913-8338



The Project is:



(Name, address and brief description)




Chico’s World Headquarters — New Campus

Alico Road and Three Oaks Parkway

Fort Myers, Florida

Construction of new corporate campus




The Architect is:

(Name and address)




Thompson,
Vaivoda & Associates, Architects, Inc. 

920 Southwest Sixth Avenue, Suite 1500 

Portland, OR 97204



The Owner and Construction Manager agree as set forth below:




	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American
Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document is protected by U.S.
Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by AIA software
at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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	User Notes:

	 	 	(176150022	)







 









 








TABLE OF CONTENTS




	 
	ARTICLE 1 GENERAL PROVISIONS

	§ 1.1 Relationship of the Parties

	§ 1.2 General Conditions

	 

	ARTICLE 2 CONSTRUCTION MANAGER’S RESPONSIBILITIES

	§ 2.1 Preconstruction Phase

	§ 2.2 Guaranteed Maximum Price Proposal and Contract Time

	§ 2.3 Construction Phase

	§ 2.4 Professional Services

	§ 2.5 Hazardous Materials

	 

	ARTICLE 3 OWNER’S RESPONSIBILITIES

	§ 3.1 Information and Services

	§ 3.2 Owner’s Designated Representative

	§ 3.3 Architect

	§ 3.4 Legal Requirements

	 

	ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES

	§ 4.1 Compensation

	§ 4.2 Payments

	 

	ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES

	§ 5.1 Compensation

	§ 5.2 Guaranteed Maximum Price

	§ 5.3 Changes in the Work

	 

	ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE

	§ 6.1 Costs to Be Reimbursed

	§ 6.2 Costs Not to Be Reimbursed

	§ 6.3 Discounts, Rebates and Refunds

	§ 6.4 Accounting Records

	 

	ARTICLE 7 CONSTRUCTION PHASE

	§ 7.1 Progress Payments

	§7.2 Final Payment

	 

	ARTICLE 8 INSURANCE AND BONDS

	§ 8.1 Insurance Required of the Construction Manager

	§ 8.2 Insurance Required of the Owner

	§ 8.3 Performance Bond and Payment Bond

	 

	ARTICLE 9 MISCELLANEOUS PROVISIONS

	§ 9.1 Dispute Resolution

	§ 9.2 Other Provisions

	 

	ARTICLE 10 TERMINATION OR SUSPENSION

	§ 10.1 Termination Prior to Establishing Guaranteed Maximum Price

	§ 10.2 Termination Subsequent to Establishing Guaranteed Maximum Price

	§ 10.3 Suspension

	 

	ARTICLE 11 OTHER CONDITIONS AND SERVICES







	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American
Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document is protected by U.S.
Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by AIA software
at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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	User Notes:

	 	 	(176150022	)






 









 





ARTICLE 1 GENERAL PROVISIONS




§ 1.1 RELATIONSHIP OF PARTIES



The Construction Manager accepts the relationship of trust and confidence established
with the Owner by this Agreement, and covenants with the Owner to furnish the Construction
Manager’s reasonable skill and judgment and to cooperate with the Architect in furthering the
interests of the Owner. The Construction Manager shall furnish construction administration and
management services and use the Construction Manager’s best efforts to perform the Project in
an expeditious and economical manner consistent with the interests of the Owner. The Owner
shall endeavor to promote harmony and cooperation among the Owner, Architect, Construction
Manager and other persons or entities employed by the Owner for the Project.




§1.2 GENERAL CONDITIONS



For the Construction Phase, the General Conditions of the contract shall be the
modified AIA® Document A201TM-1997, General Conditions of the Contract for
Construction, which is incorporated attached
hereto. All references herein by
reference, to the AIA A201-1997 shall be to the modified version of the same attached hereto.
In the event of any conflict or inconsistency between this Agreement and the said AIA
A201-1997, the provisions of this Agreement shall control and govern. For the
Preconstruction Phase, or in the event that the Preconstruction and Construction Phases
proceed concurrently, A201TM-1997 shall apply to the Preconstruction Phase only as specifically
provided in this Agreement. The term “Contractor” as used in A201TM-1997 shall mean the
Construction Manager.




ARTICLE 2 CONSTRUCTION MANAGER’S RESPONSIBILITIES



The Construction Manager shall perform the services described in this Article. The
services to be provided under Sections 2.1 and 2.2 constitute the Preconstruction Phase
services. If the Owner and Construction Manager agree, after consultation with the Architect,
the Construction Phase may commence before the Preconstruction Phase is completed, in which
case both phases will proceed concurrently.




§2.1 PRECONSTRUCTION PHASE




§2.1.1 PRELIMINARY EVALUATION



The Construction Manager shall provide a preliminary evaluation of the Owner’s
program and Project budget requirements, each in terms of the other.




§2.1.2 CONSULTATION



The Construction Manager with the Architect shall jointly schedule and attend regular
meetings with the Owner. The Construction Manager shall consult with the Owner and Architect
regarding site use and improvements and the selection of materials, building systems and
equipment. The Construction Manager shall provide recommendations on construction feasibility;
actions designed to minimize adverse effects of labor or material shortages; time requirements
for procurement, installation and construction completion; and factors related to construction
cost, including estimates of alternative designs or materials, preliminary budgets and
possible economies.




$ 2.1.2.1 REVIEW AND RECOMMENDATIONS



The Construction Manager shall familiarize himself thoroughly with the evolving
architectural, civil, mechanical, plumbing, electrical, and structural Drawings and
Specifications and shall follow the development of design from execution of this Agreement
through the final working Drawings. The Construction Manager shall make recommendations with
respect to the selection of systems and materials, and cost reducing alternatives, including
assistance to the Architect and Owner in evaluating alternative comparisons versus long-term
cost effects. The evaluation shall speak to the benefits of the speed of erection and early
completion of the Project. The Construction Manager shall furnish pertinent information as to
the availability of materials and labor that will be required. The Construction Manager shall
submit to the Owner, the Permitting Authority (if necessary) and the Architect such comments
as may be appropriate concerning construction feasibility and practicality. The Construction
Manager shall call to the Owner’s and the Architect’s attention any recognized defects,
errors, omissions, ambiguities and/or inconsistencies in the design, the Drawings, the
Specifications and other Contract Documents.




§ 2.1.3 PRELIMINARY PROJECT SCHEDULE



When Project requirements described in Section 3.1.1 have been sufficiently identified,
the Construction Manager shall prepare, and periodically update, a preliminary Project
schedule for the Architect’s review and the Owner’s approval. The Construction Manager shall
obtain the Architect’s approval of the portion of the preliminary Project schedule relating to
the performance of the Architect’s services. The Construction Manager shall coordinate and




	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American
Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document is protected by U.S.
Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by AIA software
at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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	User Notes:

	 	 	(176150022	)






 









 




integrate the preliminary Project schedule with the services and activities of the Owner,
Architect and Construction Manager. As design proceeds, the preliminary Project schedule shall
be updated to indicate proposed activity sequences and durations, milestone dates for receipt
and approval of pertinent information, submittal of a Guaranteed Maximum Price proposal,
preparation and processing of shop drawings and samples, delivery of materials or equipment
requiring long-lead-time procurement, Owner’s occupancy requirements showing portions of the
Project having occupancy priority, and proposed date of Substantial Completion. If preliminary
Project schedule updates indicate that previously approved schedules may not be met, the
Construction Manager shall make appropriate recommendations to the Owner and Architect.




§ 2.1.4 PHASED CONSTRUCTION



The Construction Manager shall make recommendations to the Owner and Architect regarding
the phased issuance of Drawings and Specifications to facilitate phased construction of the
Work, if such phased construction is appropriate for the Project, taking into consideration
such factors as economies, time of performance, availability of labor and materials, and
provisions for temporary facilities.




§ 2.1.5 PRELIMINARY COST ESTIMATES



§ 2.1.5.1 When the Owner has sufficiently identified the Project requirements and the
Architect has prepared other basic design criteria, the Construction Manager shall prepare, for
the review of the Architect and approval of the Owner, a preliminary cost estimate utilizing
area, volume or similar conceptual estimating techniques.



§ 2.1.5.2 When Schematic Design Documents have been prepared by the Architect and approved by
the Owner, the Construction Manager shall prepare, for the review of the Architect and approval
of the Owner, a more detailed estimate with supporting data. During the preparation of the
Design Development Documents, the Construction Manager shall update and refine this estimate at
appropriate intervals agreed to by the Owner, Architect and Construction Manager.



§ 2.1.5.3 When Design Development Documents have been prepared by the Architect and approved by
the Owner, the Construction Manager shall prepare a detailed estimate with supporting data for
review by the Architect and approval by the Owner. During the preparation of the Construction
Documents, the Construction Manager shall update and refine this estimate at appropriate
intervals agreed to by the Owner, Architect and Construction Manager.



§ 2.1.5.4 If any estimate submitted to the Owner exceeds previously approved estimates or the
Owner’s budget, the Construction Manager shall make appropriate recommendations to the Owner
and Architect.




§ 2.1.6 SUBCONTRACTORS AND SUPPLIERS



The Construction Manager shall seek to develop subcontractor interest in the Project and
if requested prior to soliciting sub-trade bids for the project shall furnish to the
Owner and Architect for their information a list of possible subcontractors, including
suppliers who are to furnish materials or equipment fabricated to a special design, from whom
proposals will be requested for each principal portion of the Work. The Architect will promptly
reply in writing to the Construction Manager if the Architect or Owner know of any objection to
such subcontractor or supplier. The receipt of such list shall not require the Owner or
Architect to investigate the qualifications of proposed subcontractors or suppliers, nor shall
it waive the right of the Owner or Architect later to object to or reject any proposed
subcontractor or supplier, supplier, nor shall it serve to limit open market competitive
bidding of the sub-trade work in the marketplace.




§ 2.1.7 LONG-LEAD-TIME ITEMS



The Construction Manager shall recommend to the Owner and Architect a schedule for
procurement of long-lead-time items which will constitute part of the Work as required to meet
the Project schedule. If such long-lead-time items are procured by the Owner, they shall be
procured on terms and conditions acceptable to the Construction Manager. Upon the Owner’s
acceptance of the Construction Manager’s Guaranteed Maximum Price proposal, all contracts for
such items shall be assigned by the Owner to the Construction Manager, who shall accept
responsibility for such items as if procured by the Construction Manager. The Construction
Manager shall expedite the delivery of long-lead-time items.




§ 2.1.8 EXTENT OF RESPONSIBILITY



The Construction Manager does not warrant or guarantee estimates and schedules except as
may be included as part of the Guaranteed Maximum Price. The recommendations and advice of the
Construction Manager concerning




	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American
Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document is protected by U.S.
Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by AIA software
at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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	User Notes:

	 	 	(176150022	)






 









 





design alternatives shall be subject to the review and approval of the Owner and the
Owner’s professional consultants. It is not the Construction Manager’s responsibility to
ascertain that the Drawings and Specifications are in accordance with applicable laws,
statutes, ordinances, building codes, rules and regulations. However, if the Construction
Manager recognizes that portions of the Drawings and Specifications are at variance therewith,
the Construction Manager shall promptly notify the Architect and Owner in writing.




§ 2.1.9 EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION



The Construction Manager shall comply with applicable laws, regulations and special
requirements of the Contract Documents regarding equal employment opportunity and affirmative
action programs.



§2.1.10 Within thirty (30) days of receiving the Construction Documents for each phase of
the Project (i.e.. the Schematic Design Phase, the Design Development Phase, and the
Construction Document Phase) the Construction Manager shall perform a specific review thereof,
focused upon the factors described in paragraphs 2.1.2 and 2.1.2.1. Promptly after completion
of each such review, the Construction Manager shall submit to the Owner, the Permitting Agency
(if necessary) and to the Architect a written report covering suggestions or recommendations
previously submitted, as well as any additional suggestions or recommendations the Construction
Manager may have based on the most recent review so undertaken.



§ 2.1.11 At completion of the Construction Manager’s review of the final Drawings and
Specifications (i.e.. the Drawings and Specifications to be incorporated into the Contract
Documents), the Construction Manager, by subsequently providing a Guaranteed Maximum Price to
the Owner, shall be deemed to have warranted to the Owner, without assuming any architectural
or engineering responsibility, that the Drawings and Specifications are consistent, practical,
accurate and constructible. The Construction Manager shall further be deemed to have warranted
that the work described in the Drawings and Specifications is constructible within the
scheduled construction time proposed by the Construction Manager in Amendment No. 1 to this
Agreement.



§ 2.1.12 Owner’s disclaimer of warranty: the Owner hereby disclaims any warranty,
express or implied, that the Drawings and Specifications for the Project are or will be
accurate, practical, consistent or constructible.




§ 2.2 GUARANTEED MAXIMUM PRICE PROPOSAL AND CONTRACT TIME



§
2.2.1 When the Drawings and Specifications are sufficiently complete, complete for
solicitation of competitive bids from sub-trade contractors, the Construction Manager shall
solicit such trade bids and then propose a Guaranteed Maximum Price, which shall be the
sum of the estimated Cost of the Work and the Construction Manager’s Fee.



§ 2.2.2 As the Drawings and Specifications may not be finished at the time the Guaranteed
Maximum Price proposal is prepared, the The Construction Manager shall provide in
the  not propose a Guaranteed Maximum Price for further development of until the
Drawings and Specifications by the Architect that is consistent with the Contract Documents and
reasonably inferable therefrom. Such further development does not include such things as
changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which,
if required, shall be incorporated by Change Order.are 100% complete.



§ 2.2.3 The estimated Cost of the Work shall include the Construction Manager’s contingency, a
sum established by the Construction Manager for the Construction Manager’s exclusive use to
cover costs arising under Section 2.2.2 from such unforeseen events as subcontractor’s
default, governmental related delays such as permitting or timely processing of approvals,
delays due to weather events, delays due to uncontrollable material shortages, minor
modifications to the work as the parties may agree and other costs which are properly
reimbursable as Cost of the Work but not the basis for a Change Order. This contingency
shall not exceed 3% of the total Cost of the Work in the Guaranteed Maximum Price.




§ 2.2.4 BASIS OF GUARANTEED MAXIMUM PRICE



The Construction Manager shall include with the Guaranteed Maximum Price proposal a
written statement of its basis, which shall include:





	 	.1	 	A list of the Drawings and Specifications, including all addenda
thereto and the Conditions of the Contract, which were used in preparation of
the Guaranteed Maximum Price proposal.
	 
	 	.2	 	A list of allowances and a statement of their basis.





	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American
Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document is protected by U.S.
Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by AIA software
at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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	User Notes:

	 	 	(176150022	)







 










 







	 	.3	 	A list of the clarifications and assumptions made by the Construction
Manager in the preparation of the Guaranteed Maximum Price proposal to
supplement the information contained in the Drawings and Specifications.
	 
	 	.4	 	The proposed Guaranteed Maximum Price, including a statement of
the estimated cost organized by trade categories with successful trade
categories, bidders identified for each category, allowances,
contingency, and other items and the Fee that comprise the Guaranteed Maximum
Price.
	 
	 	.5	 	The Date of Substantial Completion upon which the proposed
Guaranteed Maximum Price is based, and a schedule of the Construction Documents
issuance dates upon which the date of Substantial Completion is based.




§ 2.2.5 The Construction Manager shall meet with the Owner and Architect to review the
Guaranteed Maximum Price proposal proposal, all competitive sub-trade bids
received, and the written statement of its basis. In the event that the Owner or
Architect discover any inconsistencies or inaccuracies in the information presented, they
shall promptly notify the Construction Manager, who shall make appropriate adjustments to
the Guaranteed Maximum Price proposal, its basis, or both.



§ 2.2.6 Unless the Owner accepts the Guaranteed Maximum Price proposal in writing on or
before the date specified in the proposal for such acceptance and so notifies the
Construction Manager, the Guaranteed Maximum Price proposal shall not be effective without
written acceptance by the Construction Manager.



§ 2.2.7 Prior to the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum
Price proposal and issuance of a Notice to Proceed, the Construction Manager shall not
incur any cost to be reimbursed as part of the Cost of the Work, except as the Owner may
specifically authorize in writing.



§ 2.2.8 Upon acceptance by the Owner of the Guaranteed Maximum Price proposal, the
Guaranteed Maximum Price and its basis shall be set forth in Amendment No. 1. The
Guaranteed Maximum Price shall be subject to additions and deductions by a change in the
Work as provided in the Contract Documents, and the Date of Substantial Completion shall be
subject to adjustment as provided in the Contract Documents.



§ 2.2.9 The Owner shall authorize and cause the Architect to revise the Drawings and
Specifications to the extent necessary to reflect the agreed-upon assumptions and
clarifications contained in Amendment No. 1. Such revised Drawings and Specifications shall
be furnished to the Construction Manager in accordance with schedules agreed to by the
Owner, Architect and Construction Manager. The Construction Manager shall promptly notify
the Architect and Owner if such revised Drawings and Specifications are inconsistent with
the agreed-upon assumptions and clarifications.



§ 2.2.10 The Guaranteed Maximum Price shall include in the Cost of the Work only those
taxes which are enacted at the time the Guaranteed Maximum Price is established.




§ 2.3 CONSTRUCTION PHASE




§ 2.3.1 GENERAL




§ 2.3.1.1 The Construction Phase shall commence on the earlier of:





	 	(1)	 	the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum
Price proposal and issuance of a Notice to Proceed, or
	 
	 	(2)	 	the Owner’s acceptance of the Construction Manager’s Guaranteed
Maximum Price proposal and first authorization to the Construction Manager to:




(a) award a subcontract, or

(b) undertake construction Work with the Construction Manager’s own forces, or

(c) issue a purchase order for materials or equipment required for the Work.



§2.3.2 ADMINISTRATION



§ 2.3.2.1 Those portions of the Work that the Construction Manager does not
customarily perform with the Construction Manager’s own personnel shall be performed under
subcontracts or by other appropriate agreements with the Construction Manager. The
Construction Manager shall obtain bids from Subcontractors and from suppliers of materials
or equipment fabricated to a special design for the Work from the list previously reviewed
and, after analyzing such bids, shall deliver such bids to the Owner and Architect. The
Owner will then determine, with the advice of the Construction Manager and subject to the
reasonable objection of the Architect, which bids will be




	 	 	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American
Institute of Architects and The Associated General Contractors of America.
All rights reserved. WARNING: This document is protected by U.S.
Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the
law. This document was produced by AIA software
at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	6	 






	 	 	 	 	 
	User Notes:

	 	 	(176150022	)






 









 




accepted. The Owner may designate specific persons or entities from whom the
Construction Manager shall obtain bids; however, if the Guaranteed Maximum Price has been
established, the Owner may not prohibit the Construction Manager from obtaining bids from
other qualified bidders. The Construction Manager shall not be required to contract with
anyone to whom the Construction Manager has reasonable objection.



§ 2.3.2.2 If the Guaranteed Maximum Price has been established and a specific bidder among
those whose bids are delivered by the Construction Manager to the Owner and Architect (1)
is recommended to the Owner by the Construction Manager; (2) is qualified to perform that
portion of the Work; and (3) has submitted a bid which conforms to the requirements of the
Contract Documents without reservations or exceptions, but the Owner requires that another
bid be accepted, then the Construction Manager may require that a change in the Work be
issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference
between the bid of the person or entity recommended to the Owner by the Construction
Manager and the amount of the subcontract or other agreement actually signed with the
person or entity designated by the Owner.



§ 2.3.2.3 Subcontracts and agreements with suppliers furnishing materials or equipment
fabricated to a special design shall conform to the payment provisions of Sections 7.1.8
and 7.1.9 and shall not be awarded on the basis of cost plus a fee without the prior
consent of the Owner.



§ 2.3.2.4 The Construction Manager shall schedule and conduct meetings at which the
Owner, Architect, Construction Manager and appropriate Subcontractors can discuss
the status of the Work. The Construction Manager shall prepare and promptly
distribute meeting minutes.



§ 2.3.2.5 Promptly after the Owner’s acceptance of the Guaranteed Maximum Price
proposal, the Construction Manager shall prepare a schedule in accordance with
Section 3.10 of A201TM-1997, including the Owner’s occupancy requirements.



§ 2.3.2.6 The Construction Manager shall provide monthly written reports to the Owner and
Architect on the progress of the entire Work. The Construction Manager shall maintain a
daily log containing a record of weather, Subcontractors working on the site, number of
workers, Work accomplished, problems encountered and other similar relevant data as the
Owner may reasonably require. The log shall be available to the Owner and Architect.
The Construction Manager shall also prepare and keep current, for the Architect’s
approval, a schedule of Shop Drawings, Product Data, Samples and
similar submittals, which
is coordinated with the Construction Manager’s construction schedule and which allows the
Architect sufficient time in the Architect’s professional judgment to permit adequate
review, not to exceed fourteen (14) days per item or submittal.



§ 2.3.2.7 The Construction Manager shall develop a system of cost control for the Work,
including regular monitoring of actual costs for activities in progress and estimates for
uncompleted tasks and proposed changes. The Construction Manager shall identify variances
between actual and estimated costs and report the variances to the Owner and Architect at
regular intervals.




§ 2.4 PROFESSIONAL SERVICES



Section 3.12.10 of A201TM-1997 shall apply to both the Preconstruction and Construction
Phases.




§ 2.5 HAZARDOUS MATERIALS



Section 10.3 of A201TM-1997 shall apply to both the Preconstruction and Construction Phases.




ARTICLE 3 OWNER’S RESPONSIBILITIES




§ 3.1 INFORMATION AND SERVICES



§ 3.1.1 The Owner shall provide full information in a timely manner regarding the
requirements of the Project,
including a program which sets forth the Owner’s objectives, constraints and criteria, including
space requirements
and relationships, flexibility and expandability requirements, special equipment and systems, and
site requirements.



§ 3.1.2 The Owner shall, at the written request of the Construction Manager prior to
commencement of the Construction Phase and thereafter, furnish to the Construction Manager
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 continuation of the Work. After such evidence has been




	 	 	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American
Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document is protected by U.S.
Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by AIA software
at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	7	 






	 	 	 	 	 
	User Notes:

	 	 	(176150022	)






 









 




furnished, the Owner shall not materially vary such financial arrangements without
prior notice to the Construction Manager.



§ 3.1.3 The Owner shall establish and update an overall budget for the Project, based
on consultation with the Construction Manager and Architect, which shall include
contingencies for changes in the Work and other costs which are the responsibility of
the Owner.



§ 3.1.4 STRUCTURAL AND ENVIRONMENTAL TESTS, SURVEYS AND REPORTS



In the Preconstruction Phase, the Owner shall furnish the following with reasonable
promptness and at the Owner’s expense. In the event the Owner
requests it, the
Construction Manager will assist in identifying resources for the following activities as
part of its preconstruction activities. Except to the extent that the Construction
Manager knows of any inaccuracy, the Construction Manager shall be entitled to rely upon
the accuracy of any such information, reports, surveys, drawings and tests described in
Sections 3.1.4.1 through 3.1.4.4 but shall exercise customary precautions relating to the
performance of the Work.



§ 3.1.4.1 Reports, surveys, drawings and tests concerning the conditions of the site which are
required by law.



§ 3.1.4.2 Surveys describing physical characteristics, legal limitations and utility
locations for the site of the Project, and a written legal description of the site. The
surveys and legal information shall include, as applicable, grades and lines of streets,
alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way,
restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours
of the site; locations, dimensions and necessary data pertaining to existing buildings,
other improvements and trees; and information concerning available utility services and
lines, both public and private, above and below grade, including inverts and depths. All
information on the survey shall be referenced to a project benchmark.



§ 3.1.4.3 The services of a geotechnical engineer when such services are requested by the
Construction Manager. Such services may include but are not limited to test borings, test
pits, determinations of soil bearing values, percolation tests, evaluations of hazardous
materials, ground corrosion and resistivity tests, including necessary operations for
anticipating subsoil conditions, with reports and appropriate professional recommendations.



§ 3.1.4.4 Structural, mechanical, chemical, air and water pollution tests, tests for
hazardous materials, and other laboratory and environmental tests, inspections and
reports which are required by law.



§ 3.1.4.5 The services of other consultants when such services are reasonably required by
the scope of the Project and are requested by the Construction Manager.



§ 3.2 OWNER’S DESIGNATED REPRESENTATIVE



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. This representative shall have the authority to make decisions on behalf of
the Owner concerning estimates and schedules, construction budgets, and changes in the
Work, and shall render such decisions promptly and furnish information expeditiously, so as
to avoid unreasonable delay in the services or Work of the Construction Manager. Except as
otherwise provided in Section 4.2.1 of A201TM-1997, the Architect does not have such
authority.



§ 3.3 ARCHITECT



The Owner shall retain an Architect to provide Basic Services, including normal
structural, mechanical and electrical engineering services, other than cost estimating
services, described in the edition of AIA® Document B151TM-1997, Abbreviated Standard Form
of Agreement Between Owner and Architect current as of the date of this Agreement. The
Owner shall authorize and cause the Architect to provide those Additional Services
described in B151TM-1997, requested by the Construction Manager which must necessarily be
provided by the Architect for the Preconstruction and Construction Phases of the Work. Such
services shall be provided in accordance with time schedules agreed to by the Owner,
Architect and Construction Manager. Upon request of the Construction Manager, the Owner
shall furnish to the Construction Manager a copy of the Owner’s Agreement with the
Architect, from which compensation provisions may be deleted.




	 	 	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American
Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document is protected by U.S.
Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by AIA software
at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	8	 






	 	 	 	 	 
	User Notes:

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§ 3.4 LEGAL REQUIREMENTS



The Owner shall determine and advise the Architect and Construction Manager of any
special legal requirements relating specifically to the Project which differ from those
generally applicable to construction in the jurisdiction of the Project. The Owner shall
furnish such legal services as are necessary to provide the information and services
required under Section 3.1.




ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES



The Owner shall compensate and make payments to the Construction Manager for
Preconstruction Phase services as follows:



§ 4.1 COMPENSATION



§ 4.1.1 For the services described in Sections 2.1 and 2.2, the Construction Manager’s
compensation shall be
calculated as follows:



No fee will be due for preconstruction services beyond reimbursement at cost (with no
fee applied) for any cost of the work incurred and ordered by the Owner, such as soil
borings, blueprinting costs, permit application fees, and other advanced costs.



(State basis of compensation, whether a stipulated sum, multiple of Direct Personnel
Expense, actual cost, etc. Include a statement of reimbursable cost items as
applicable.)



§ 4.1.2 Compensation for Preconstruction Phase Services shall be equitably adjusted if
such services extend beyond (—) Three hundred sixty five (365) days from the
date of this Agreement or if the originally contemplated scope of services is
significantly modified.



§ 4.1.3 If compensation is based on a multiple of Direct Personnel Expense, Direct
Personnel Expense is defined as the direct salaries of the Construction Manager’s personnel
engaged in the Project and the portion of the cost of their mandatory and customary
contributions and benefits related thereto, such as employment taxes and other statutory
employee benefits, insurance, sick leave, holidays, vacations, pensions and similar
contributions and benefits.



§ 4.2 PAYMENTS



§ 4.2.1 Payments shall be made monthly following presentation of the Construction Manager’s
invoice and, where
applicable, shall be in proportion to services performed.



§
4.2.2 Payments are due and payable (—) Fifteen (15) days from the date the Construction
Manager’s invoice is
received by the Owner. Amounts unpaid after the date on which payment is due shall bear interest at
the rate entered
below, or in the absence thereof, at the legal rate prevailing from time to time at the place where
the Project is
located.



(Insert rate of interest agreed upon.)



8.00% per annum



(Usury laws and requirements under the Federal Truth in Lending Act, similar state and
local consumer credit laws and other regulations at the Owner’s and Contractor’s principal
places of business, the location of the Project and elsewhere may affect the validity of
this provision. Legal advice should be obtained with respect to deletions or modifications,
and also regarding requirements such as written disclosures or waivers.)




ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES



The Owner shall compensate the Construction Manager for Construction Phase services as
follows:




§ 5.1 COMPENSATION




§ 5.1.1 For the Construction Manager’s performance of the Work as described in
Section 2.3, the Owner shall pay the Construction Manager in current funds the Contract Sum
consisting of the Cost of the Work as defined in Article 7 and the Construction Manager’s
Fee determined as follows:




	 	 	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American
Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document is protected by U.S.
Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by AIA software
at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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A lump sum to be established by applying four and eight tenths of one percent
(4.8%) to the estimated cost of the work at the time of establishment of the
Guaranteed Maximum Price (GMP). In the event of changes in the work after finalization
of the GMP, this percentage will be applied to any additive changes to adjust the
fee. 



(State a lump sum, percentage of actual Cost of the Work or other provision for
determining the Construction Manager’s Fee, and explain how the Construction
Manager’s Fee is to be adjusted for changes in the Work.)



§ 5.2 GUARANTEED MAXIMUM PRICE



§ 5.2.1 The sum of the Cost of the Work and the Construction Manager’s Fee are
guaranteed by the Construction Manager not to exceed the amount provided in Amendment No.
1, subject to additions and deductions by changes in the Work as provided in the Contract
Documents. Such maximum sum as adjusted by approved changes in the Work is referred to in
the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the
Guaranteed Maximum Price to be exceeded shall be paid by the Construction Manager without
reimbursement by the Owner.



Upon final accounting, and in the event of savings, the savings shall be
refunded fully to the Owner.



(Insert specific provisions if the
Construction Manager is to participate in any savings.)



§ 5.3 CHANGES IN THE WORK



§ 5.3.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work
subsequent to the
execution of Amendment No. 1 may be determined by any of the methods listed in Section 7.3.3 of
A201TM-1997.



§ 5.3.2 In calculating adjustments to subcontracts (except those awarded with the Owner’s
prior consent on the basis of cost plus a fee), the terms “cost” and “fee” as used in
Section 7.3.3.3 of A201TM-1997 and the terms “costs” and “a reasonable allowance for
overhead and profit” as used in Section 7.3.6 of A201TM-1997 shall have the meanings
assigned to them in that document and shall not be modified by this Article 5. Adjustments
to subcontracts awarded with the Owner’s prior consent on the basis of cost plus a fee
shall be calculated in accordance with the terms of those subcontracts.



§ 5.3.3 In calculating adjustments to the Contract, the terms “cost” and “costs” as used in
the above-referenced provisions of A201TM-1997 shall mean the Cost of the Work as defined in
Article 6 of this Agreement, and the term “and a reasonable allowance for overhead and
profit” shall mean the Construction Manager’s Fee as defined in Section 5.1.1 of this
Agreement.



§ 5.3.4 If no specific provision is made in Section 5.1.1 for adjustment of the
Construction Manager’s Fee in the case of changes in the Work, or if the extent of such
changes is such, in the aggregate, that application of the adjustment provisions of Section
5.1.1 will cause substantial inequity to the Owner or Construction Manager, the
Construction Manager’s Fee shall be equitably adjusted on the basis of the Fee established
for the original Work.




ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE




§ 6.1 COSTS TO BE REIMBURSED



§ 6.1.1 The term “Cost of the Work” shall mean costs necessarily incurred by the Construction
Manager in the proper
performance of the Work. Such costs shall be at rates not higher than those customarily paid at the
place of the
Project except with prior consent of the Owner. The Cost of the Work shall include only the items
set forth in this
Article 6.




§ 6.1.2 LABOR COSTS





	 	.1	 	Wages of construction workers directly employed by the
Construction Manager to perform the construction of the Work at the site
or, with the Owner’s agreement, at off-site workshops.
	 
	 	.2	 	Wages or salaries of the Construction Manager’s supervisory and
administrative personnel when stationed at the site with the Owner’s agreement.
The wages and salaries of the following personnel shall not be cost of the
work unless specifically approved in advance by the Owner: Project Manager.
General Superintendent. Senior Project Manager. Chief Estimator. Senior
Management or any clerical or accounting services personnel.





	 	 	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American
Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document is protected by U.S.
Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by AIA software
at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	10	 






	 	 	 	 	 
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	 	Classification
	 	Name







(If it is intended that the wages or salaries of certain personnel
stationed at the Construction Manager’s principal office or offices other than
the site office shall be included in the Cost of the Work, such personnel shall
be identified below.)




	 	.3	 	Wages and salaries of the Construction Manager’s supervisory or
administrative personnel engaged, at factories, workshops or on the road, in
expediting the production or transportation of materials or equipment
required for the Work, but only for that portion of their time required for
the Work.
	 
	 	.4	 	Costs paid or incurred by the Construction Manager for taxes,
insurance, contributions, assessments and benefits required by law or
collective bargaining agreements, and, for personnel not covered by such
agreements, customary benefits such as sick leave, medical and health benefits,
holidays, vacations and pensions, provided that such costs are based on wages
and salaries included in the Cost of the Work under Sections 6.1.2.1 through
6.1.2.3. It is acknowledged by the parties that the Construction Manager is
self insured for purposes of medical insurance through the Owen-Ames-Kimball
Co. Benefit Trust. Rates charged for medical benefits availed to labor on the
project shall not exceed the COBRA rates for this benefit.





§ 6.1.3 SUBCONTRACT COSTS



Payments made by the Construction Manager to Subcontractors in accordance with
the requirements of the subcontracts.




§ 6.1.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION





	 	.1	 	Costs, including transportation, of materials and equipment incorporated
or to be incorporated in the completed construction.
	 
	 	.2	 	Costs of materials described in the preceding Section 6.1.4.1 in
excess of those actually installed but required to provide reasonable allowance
for waste and for spoilage. Unused excess materials, if any, shall be handed
over to the Owner at the completion of the Work or, at the Owner’s option,
shall be sold by the Construction Manager; amounts realized, if any, from such
sales shall be credited to the Owner as a deduction from the Cost of the Work.





§ 6.1.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS





	 	.1	 	Costs, including transportation, installation, maintenance, dismantling and
removal of materials, supplies, temporary facilities, machinery, equipment, and
hand tools not customarily owned by the construction workers, which are
provided by the Construction Manager at the site and fully consumed in the
performance of the Work; and cost less salvage value on such items if not fully
consumed, whether sold to others or retained by the Construction Manager. Cost
for items previously used by the Construction Manager shall mean fair market
value.
	 
	 	.2	 	Rental charges for temporary facilities, machinery, equipment and hand
tools not customarily owned by the construction workers, which are provided by
the Construction Manager at the site, whether rented from the Construction
Manager or others, and costs of transportation, installation, minor repairs and
replacements, dismantling and removal thereof. Rates and quantities of
equipment rented shall be subject to the Owner’s prior approval.
	 
	 	.3	 	Costs of removal of debris from the site.
	 
	 	.4	 	Reproduction costs, costs of telegrams, long distance facsimile transmissions and
long-distance
telephone calls, postage and express delivery charges, telephone at the site and
reasonable petty cash expenses of the site office.
	 
	 	.5	 	That portion of the reasonable travel and subsistence
expenses of the Construction Manager’s personnel incurred while
traveling in discharge of duties connected with the Work.





§ 6.1.6 MISCELLANEOUS COSTS





	 	.1	 	That portion directly attributable to this Contract of
premiums for insurance and bonds. (If charges for self-insurance are
to be included, specify the basis of reimbursement.)
	 
	 	.2	 	Sales, use or similar taxes imposed by a governmental authority
which are related to the Work and for which the Construction Manager is liable.





	 	 	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American
Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document is protected by U.S.
Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by AIA software
at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	11	 
 






			
	 
	 	 
	User Notes:
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	 	.3	 	Fees and assessments for the building permit and for other
permits, licenses and inspections for which the Construction Manager is required
by the Contract Documents to pay.
	 
	 	.4	 	Fees of testing laboratories for tests required by the
Contract Documents, except those related to nonconforming Work other than
that for which payment is permitted by Section 6.1.8.2.
	 
	 	.5	 	Royalties and license fees paid for the use of a particular
design, process or product required by the Contract Documents; the cost of
defending suits or claims for infringement of patent or other intellectual
property rights arising from such requirement by the Contract Documents;
payments made in accordance with legal judgments against the Construction
Manager resulting from such suits or claims and payments of settlements made
with the Owner’s consent; provided, however, that such costs of legal defenses,
judgment and settlements shall not be included in the calculation of the
Construction Manager’s Fee or the Guaranteed Maximum Price and provided that
such royalties, fees and costs are not excluded by the last sentence of Section
3.17.1 of A201TM-1997 or other provisions of the Contract Documents.
	 
	 	.6	 	Data processing costs related to the Work to the extent that
such costs are incurred directly to support the on-site field operations of
the Work. Project.
	 
	 	.7	 	Deposits lost for causes other than the Construction Manager’s
negligence or failure to fulfill a specific responsibility to the Owner set
forth in this Agreement.
	 
	 	.8	 	Legal, mediation and arbitration costs, other than those arising
from disputes between the Owner and Construction Manager, reasonably incurred
by the Construction Manager in the performance of the Work and with the Owner’s
written permission, which permission shall not be unreasonably withheld.
	 
	 	.9	 	Expenses incurred in accordance with Construction Manager’s standard personnel
policy for
relocation and temporary living allowances of personnel required for the Work,
in case it is necessary to relocate such personnel from
distant locations.
locations, provided that all such expenses are authorized in writing by the
Owner in advance of the expenditure.





§ 6.1.7 OTHER COSTS





	 	.1	 	Other costs incurred in the performance of the Work if and to the
extent approved in advance in writing by the Owner.





§ 6.1.8 EMERGENCIES AND REPAIRS TO DAMAGED OR NONCONFORMING WORK



The Cost of the Work shall also include costs described in Section 6.1.1 which are incurred
by the Construction
Manager:





	 	.1	 	In taking action to prevent threatened damage, injury or loss in case of an
emergency affecting the
safety of persons and property, as provided in Section 10.6 of A201TM-1997.
	 
	 	.2	 	In repairing or correcting damaged or nonconforming Work executed
by the Construction Manager or the Construction Manager’s Subcontractors or
suppliers, provided that such damaged or nonconforming Work was not caused by
the negligence or failure to fulfill a specific responsibility to the Owner set
forth in this agreement of the Construction Manager or the Construction
Manager’s foremen, engineers or superintendents, or other supervisory,
administrative or managerial personnel of the Construction Manager, or the
failure of the Construction Manager’s personnel to supervise adequately the
Work of the Subcontractors or suppliers, and only to the extent that the cost
of repair or correction is not recoverable by the Construction Manager from
insurance, Subcontractors or suppliers.




§ 6.1.9 The costs described in Sections 6.1.1 through 6.1.8 shall be included in the Cost
of the Work notwithstanding any provision of AIA or A201TM-1997 other Conditions of the
Contract which may require the Construction Manager to pay such costs, unless such costs
are excluded by the provisions of Section 6.2.




§ 6.2 COSTS NOT TO BE REIMBURSED




§ 6.2.1 The Cost of the Work shall not include:





	 	.1	 	Salaries and other compensation of the Construction Manager’s personnel stationed at
the Construction Manager’s principal office or offices other than the site office,
except as specifically provided in Sections 6.1.2.2 and 6.1.2.3.
	 
	 	.2	 	Expenses of
the Construction Manager’s principal office and offices other than the site office,
except
as specifically provided in Section 6.1.
	 
	 	.3	 	Overhead and
general expenses, except as may be expressly included in Section 6.1.





	 	 	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American
Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document is protected by U.S.
Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by AIA software
at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	12	 






			
	 
	 	 
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	 	.4	 	The Construction Manager’s capital expenses, including interest on the
Construction Manager’s
capital employed for the Work.
	 
	 	.5	 	Rental costs of machinery and equipment, except as specifically provided in
Section 6.1.5.2.
	 
	 	.6	 	Except as provided in Section 6.1.8.2, costs due to the
negligence of the Construction Manager or to
the failure of the Construction Manger to fulfill a specific responsibility to the Owner
set forth in this
Agreement.
	 
	 	.7	 	Costs incurred in the performance of Preconstruction Phase Services.

	 
	 	.8	 	Except as provided in Section 6.1.7.1, any cost not specifically and
expressly described in
Section 6.1.
	 
	 	.9	 	Costs which would cause the Guaranteed Maximum
Price to be exceeded.





§ 6.3 DISCOUNTS, REBATES AND REFUNDS



§ 6.3.1 Cash discounts obtained on payments made by the Construction Manager shall
accrue to the Owner if (1) before making the payment, the Construction Manager included
them in an Application for Payment and received payment therefor from the Owner, or (2) the
Owner has deposited funds with the Construction Manager with which to make payments;
otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts,
rebates, refunds and amounts received from sales of surplus materials and equipment shall
accrue to the Owner, and the Construction Manager shall make provisions so that they can be
secured.



§ 6.3.2 Amounts which accrue to the Owner in accordance with the provisions of Section
6.3.1 shall be credited to the Owner as a deduction from the Cost of the Work.




§ 6.4 ACCOUNTING RECORDS



§ 6.4.1 The Construction Manager shall keep full and detailed accounts and exercise
such controls as may be necessary for proper financial management under this Contract; the
accounting and control systems shall be satisfactory to the Owner. The Owner and the
Owner’s accountants shall be afforded access to the Construction Manager’s records, books,
correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers,
memoranda and other data relating to this Project, and the Construction Manager shall
preserve these for a period of three years after final payment, or for such longer period
as may be required by law.



§ 6.4.2 The Owner shall be afforded the access described in paragraph 6.4.1 at any time
upon 48 hours advance notice. Even if a dispute exists between the Owner and Construction
Manager, and even if litigation is then pending, the Owner shall never be denied access to
inspect and copy the records as described in paragraph 6.4.1 and 7.1.4.




ARTICLE 7 CONSTRUCTION PHASE




§ 7.1 PROGRESS PAYMENTS



§ 7.1.1 Based upon Applications for Payment submitted to the Architect by the Construction
Manager and
Certificates for Payment issued by the Architect, the Owner shall make progress payments on account
of the
Contract Sum to the Construction Manager as provided below and elsewhere in the Contract Documents.



§ 7.1.2 The period covered by each Application for Payment shall be one calendar month
ending on the last- twenty fifth day of the
month, or as follows:month.



§ 7.1.3 Provided an Application for Payment is received by the Architect not later than the
Twenty-fifth day of a month, the Owner shall make payment to the Construction
Manager not later than the Tenth day of the following month. If an
Application for Payment is received by the Architect after the application date fixed
above, payment shall be made by the Owner not later than ( )-Fifteen (15) days
after the Architect receives the Application for Payment.



§ 7.1.4 With each Application for Payment, the Construction Manager shall submit payrolls,
petty cash accounts, receipted invoices or invoices with check vouchers attached and
any other evidence required by  the Construction Manager’s job cost detail report showing
all costs incurred on the Owner or Architect project to date. The job cost detail
report is expected to demonstrate that cash disbursements
already made by reasonably align
in aggregate amount with the Construction Manager on account schedule of
values used as the Cost-basis for the corresponding application for payment. In
the event of substantial disparity of aggregate costs in the job cost detail report being
less than those shown as complete in the Work equal or exceed (1) progress payments already
received by




	 	 	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American
Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document is protected by U.S.
Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by AIA software
at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	13	 






			
	 
	 	 
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application for payment, the Owner may require the application for payment to be
adjusted downward to reflect the lower costs experienced to date. In the Construction
Manager; less (2) event that portion  the Owner avails himself of those payments
attributable  the right to access any and all accounting information regarding the
project (as afforded in section 6.4 of this agreement), the Construction Manager’s Fee;
plus (3) payrolls for  Manager shall provide sufficient support staff in his office, available
to the period covered by  Owner as necessary, to expedite and assist the present
Application for Payment.Owner in such review.



§ 7.1.5 Each Application for Payment shall be based upon the most recent schedule of values
submitted by the Construction Manager in accordance with the Contract Documents. The schedule
of values shall allocate the entire Guaranteed Maximum Price among the various portions of the
Work, except that the Construction Manager’s Fee shall be shown as a single separate item. The
schedule of values shall be prepared in such form and supported as the cost breakdown of
the Guaranteed Maximum Price at the time of its approval, adjusted by such data  adding line
items to substantiate its accuracy as the Architect  reflect change orders that may
require, be processed. This schedule, unless objected to by the Architect,
schedule shall be used as a basis for reviewing the Construction Manager’s
Manager’s Applications for Payment.



§ 7.1.6 Applications for Payment shall show the percentage completion of each portion of the
Work as of the end of the period covered by the Application for Payment. The percentage
completion shall be the lesser of (1) the percentage of that portion of the Work which has
actually been completed or (2) the percentage obtained by dividing (a) the expense which has
actually been incurred by the Construction Manager on account of that portion of the Work for
which the Construction Manager has made or intends to make actual payment prior to the next
Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that
portion of the Work in the schedule of values.



§ 7.1.7 Subject to other provisions of the Contract Documents, the amount of each progress
payment shall be computed as follows:





	 	.1	 	Take that portion of the Guaranteed Maximum Price properly allocable to completed
Work as
determined by multiplying the percentage completion of each portion of the Work by
the share of the Guaranteed Maximum Price allocated to that portion of the Work in
the schedule of values. Pending final determination of cost to the Owner of changes
in the Work, amounts not in dispute may be included as provided in Section 7.3.8 of
A201TM-1997, even though the Guaranteed Maximum Price has not yet been adjusted by
Change Order.
	 
	 	.2	 	Add that portion of the Guaranteed Maximum Price properly allocable to
materials and equipment delivered and suitably stored at the site for subsequent
incorporation in the Work or, if approved in advance by the Owner, suitably
stored off the site at a location agreed upon in writing.
	 
	 	.3	 	Add the Construction Manager’s Fee, less retainage of ( ) Ten percent
(10.00%). The Construction Manager’s Fee shall be computed upon the Cost of
the Work described in the two preceding Sections at the rate stated in Section
5.1.1 or, if the Construction Manager’s Fee is stated as a fixed sum in that
Section, shall be an amount which bears the same ratio to that fixed-sum Fee as
the Cost of the Work in the two preceding Sections bears to a reasonable estimate
of the probable Cost of the Work upon its completion.
	 
	 	.4	 	Subtract the aggregate of previous payments made by the Owner.
	 
	 	.5	 	Subtract the shortfall, if any, indicated by the Construction Manager
in the documentation required by Section 7.1.4 to substantiate prior Applications
for Payment, or resulting from errors subsequently discovered by the Owner’s
accountants in such documentation.
	 
	 	.6	 	Subtract amounts, if any, for which the Architect has withheld or
nullified a Certificate for Payment as provided in Section 9.5 of A201TM-1997.




§ 7.1.8 Except with the Owner’s prior approval, payments to Subcontractors shall be subject to
retention of not less than ( ) Ten percent (10.00%). The Owner and the Construction
Manager shall agree upon a mutually acceptable procedure for review and approval of payments
and retention for subcontracts. At the time the project is substantially complete (as the
term “substantial completion” is defined in AIA Document A201. 1997 Edition), retainage shall
be reduced to three times the combined value of any outstanding work items and the anticipated
cost to complete any remaining punch-list work.



§ 7.1.9 Except with the Owner’s prior approval, the Construction Manager shall not make
advance payments to suppliers for materials or equipment which have not been delivered and
stored at the site.




	 	 	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American
Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document is protected by U.S.
Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by AIA software
at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	14	 






			
	 
	 	 
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§ 7.1.10 In taking action on the Construction Manager’s Applications for Payment, the
Architect shall be entitled to rely on the accuracy and completeness of the information
furnished by the Construction Manager and shall not be deemed to represent that the
Architect has made a detailed examination, audit or arithmetic verification of the
documentation submitted in accordance with Section 7.1.4 or other supporting data, that the
Architect has made exhaustive or continuous on-site inspections or that the Architect has
made examinations to ascertain how or for what purposes the Construction Manager has used
amounts previously paid on account of the Contract. Such examinations, audits and
verifications, if required by the Owner, will be performed by the Owner’s accountants
acting in the sole interest of the Owner.




§ 7.2 FINAL PAYMENT



§ 7.2.1 Final payment shall be made by the Owner to the Construction Manager when
(1) the Contract has been fully performed by the Construction Manager except for the
Construction Manager’s responsibility to correct nonconforming Work, as provided in Section
12.2.2 of A201TM-1997, and to satisfy other requirements, if any, which necessarily survive
final payment; (2) a final Application for Payment and a final accounting for the Cost of
the Work have been submitted by the Construction Manager and reviewed by the Owner’s
accountants; and (3) a final Certificate for Payment has then been issued by the Architect;
such final payment shall be made by the Owner not more than 30 days after the issuance of
the Architect’s final Certificate for Payment, or as follows:



Final payment shall be made within fifteen days of completion of the following:
final completion of the work, issuance of the Architect’s final Certificate for Final
Payment, and completion of the accounting closeout.



§ 7.2.2 The amount of the final payment shall be calculated as follows:





	 	.1	 	Take the sum of the Cost of the Work substantiated by the Construction Manager’s
final accounting
and the Construction Manager’s Fee, but not more than the Guaranteed Maximum
Price.
	 
	 	.2	 	Subtract amounts, if any, for which the Architect withholds, in whole
or in part, a final Certificate for Payment as provided in Section 9.5.1 of
A201TM-1997 or other provisions of the Contract
Documents.
	 
	 	.3	 	Subtract the aggregate of previous
payments made by the Owner.




If the aggregate of previous payments made by the Owner exceeds the amount due the
Construction Manager, the Construction Manager shall reimburse the difference to the Owner.



§ 7.2.3 The final accounting of job cost shall be provided by the Construction Manager
to the Owner in the form of a full detail job cost report showing all costs of the work,
sorted by cost code as is normally maintained in the Construction Manager’s accounting
system. Each listed cost shall provide the date the cost was identified, the amount of the
cost and the name of the vendor invoicing the cost. The Owner’s accountants will review
and report in writing on the Construction Manager’s final accounting within 30 days after
delivery of the final accounting to the Architect by the Construction Manager. Based upon
such Cost of the Work as the Owner’s accountants report to be substantiated by the
Construction Manager’s final accounting, and provided the other conditions of Section 7.2.1
have been met, the Architect will, within seven days after receipt of the written report of
the Owner’s accountants, either issue to the Owner a final Certificate for Payment with a
copy to the Construction Manager or notify the Construction Manager and Owner in writing of
the Architect’s reasons for withholding a certificate as provided in Section 9.5.1 of
A201 TM 1997. A201 TM-1997. The time periods stated in this Section 7.2 supersede those
stated in Section 9.4.1 of A201TM-1997.



§ 7.2.4 If the Owner’s accountants report the Cost of the Work as substantiated by the
Construction Manager’s final accounting to be less than claimed by the Construction
Manager, the Construction Manager shall be entitled to proceed in accordance with Article 9
without a further decision of the Architect. Unless agreed to otherwise, a demand for
mediation or arbitration of the disputed amount shall be made by the Construction Manager
within 60 days after the Construction Manager’s receipt of a copy of the Architect’s final
Certificate for Payment. Failure to make such demand within this 60-day period shall result
in the substantiated amount reported by the Owner’s accountants becoming binding on the
Construction Manager. Pending a final resolution of the disputed amount, the Owner shall
pay the Construction Manager the amount certified in the Architect’s final Certificate for
Payment.



§ 7.2.5 If, subsequent to final payment and at the Owner’s request, the Construction
Manager incurs costs described in Section 6.1 and not excluded by Section 6.2 (1) to
correct nonconforming Work or (2) arising from the resolution




	 	 	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American
Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document is protected by U.S.
Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by AIA software
at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	15	 






			
	 
	 	 
	User Notes:
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of disputes, the Owner shall reimburse the Construction Manager such costs and the
Construction Manager’s Fee, if any, related thereto on the same basis as if such costs had
been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If
the Construction Manager has participated in savings, the amount of such savings shall be
recalculated and appropriate credit given to the Owner in determining the net amount to be
paid by the Owner to the Construction Manager.




ARTICLE 8 INSURANCE AND BONDS




§ 8.1 INSURANCE REQUIRED OF THE CONSTRUCTION MANAGER



During both phases of the Project, the Construction Manager shall purchase and
maintain insurance as set forth in Section 11.1 of A201TM-1997. Such insurance shall be
written for not less than the following limits, or greater if required by law:



§ 8.1.1 Workers’ Compensation and Employers’ Liability meeting statutory limits mandated by
state and federal laws. If (1) limits in excess of those required by statute are to be
provided, or (2) the employer is not statutorily bound to obtain such insurance coverage or
(3) additional coverages are required, additional coverages and limits for such insurance
shall be as follows:




Statutory




§ 8.1.2 Commercial General Liability including coverage for Premises-Operations,
Independent Contractors’ Protective, Products-Completed Operations, Contractual
Liability, Personal Injury and Broad Form Property Damage (including coverage for
Explosion, Collapse and Underground hazards):


$1.000.000.00 Each Occurrence

$1.000.000.00 General Aggregate

$1.000.000.00 Personal and Advertising Injury

$1.000.000.00 Products-Completed Operations Aggregate





	 	.1	 	The policy shall be endorsed to have the General Aggregate apply to this Project
only.
	 
	 	.2	 	Products and Completed Operations insurance shall be maintained for a minimum period
of at least ( )Two (2) year(s) after either 90 days following Substantial Completion or final payment,
whichever is earlier.Completion. 
	 
	 	.3	 	The Contractual Liability
insurance shall include coverage sufficient to meet the obligations in
Section 3.18 of A201TM-1997.






	§ 8.1.3	 	Automobile Liability (owned, non-owned and hired vehicles) for bodily
injury and property damage:$1.000.000.00 Each Accident







§ 8.1.4 Other coverage:



Umbrella liability coverage shall be provided in an amount not less than $ 10,000,000.00 (ten
million dollars).



(If Umbrella Excess Liability coverage is required over the primary insurance or retention,
insert the coverage limits. Commercial General Liability and Automobile Liability limits
may be attained by individual policies or by a combination of primary policies and Umbrella
and/or Excess Liability policies. If Project Management Protective Liability Insurance is
to be provided, state the limits here.)




§ 8.2 INSURANCE REQUIRED OF THE OWNER



During both phases of the Project, the Owner Contractor shall purchase and
maintain liability and property insurance, including waivers of subrogation, as set forth
in Sections 11.2 and 11.4 of A201TM-1997. Such insurance shall be written for not less than
the following limits, or greater if required by law:



The Contract Sum, with the specific amount to be determined upon determination of GMP.



§ 8.2.1 Property Insurance:



$5.000.00 Deductible Per Occurrence




$15.000.00 Aggregate Deductible




	 	 	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The
American Institute of Architects and The Associated General Contractors of America. All rights
reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. This document was produced by AIA software at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	16	 
	 
	 	 	 	 
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The Construction Manager shall be responsible for all deductibles. which may or
may not be Costs of the Work as the same is defined in Article 6 above.



§ 8.2.2 Boiler and Machinery insurance with a
limit of: -N/A.



(If not a blanket
policy, list the objects to be insured.)




§ 8.3 PERFORMANCE BOND AND PAYMENT BOND



§ 8.3.1 The Construction Manager shall if requested by the Owner prior to the
start of construction (Insert “shall” or “shall not”) furnish bonds covering faithful
performance of the Contract and payment of obligations arising thereunder. Bonds may be
obtained through the Construction Manager’s usual source, and the cost thereof shall be
included in the Cost of the Work. The amount of each bond shall be equal to  ( ) One
hundred percent (100.00%) of the Contract Sum, and the cost of the bonds shall not exceed
3/4 of one percent of the Contract Sum.



§ 8.3.2 The Construction Manager shall deliver the required bonds to the Owner at
least three days before the commencement of any Work at the Project site.




ARTICLE
9 MISCELLANEOUS PROVISIONS




 § 9.1 DISPUTE RESOLUTION



§ 9.1.1 During both Prior to the filing of any litigation by the Owner or
Construction Manager against the other (and. except as described below, as a precondition
to any such filing), the Preconstruction Owner and Construction Phases. Claims,
disputes or other matters Manager shall engage in pre-suit mediation. Such mediation
may be requested by either party, at any time, and shall be conducted the same as if such
mediation were ordered by a Florida Circuit Court (i.e.. in question between
accordance with, and subject to. all of the parties laws and rules applicable
to this Agreement Court ordered mediation). Such mediation shall be resolved as
provided conducted within a reasonable period of time after the same is requested in
writing by either party. If the parties are unable to agree upon the selection of a
mediator, either party may petition or request that the circuit court in Sections 4.3
through 4.6 and for Lee County, Florida (or the Mediation Coordinator for the
Courts of A201TM 1997 except that, during Lee County) appoint a mediator. A mediator
who is so appointed may only be challenged for cause, and not peremptorily. While the
Preconstruction Phase, no decision by request for and the Architect conducting
of such mediation shall be a precondition to the filing of a condition precedent
civil action, in the event that either party is in jeopardy of losing its right to sue
(e.g.. the statute of limitations is about to expire), then a suit may be filed
before mediation is conducted, provided that mediation is requested before, or
arbitration.simultaneously with, the filing of such suit, and is conducted before the
named defendant in such suit is required to respond to the Complaint. If the scheduling of
the mediation requires, the plaintiff in the suit shall therefore grant the defendant an
appropriate extension of time to respond to the Complaint so as to permit the mediation to
be conducted before the Defendant must so respond. The mediator’s fee shall be borne
equally by the parties.



Subject to the provisions of the preceding paragraph, any and all litigation between
the Owner and the Construction Manager arising out of or relating to this Agreement or the
Work shall be venued and shall only be venued (i.e., exclusively), in a State court of
competent jurisdiction in Lee County, Florida. In any such litigation, the prevailing party
shall be entitled to recover the prevailing party’s reasonable attorney’s fees and costs,
at the trial and at all appellate levels, including the attorneys’ fees and costs incurred
in litigating entitlement to and the amount of recovered attorney’s fees and costs.



The provisions of paragraph 4.3.3 of the General Conditions (AIA Document A201) shall
apply during any such litigation.




§ 9.2 OTHER PROVISIONS



§ 9.2.1 Unless otherwise noted, the terms used in this Agreement shall have the same meaning
as those in A201TM-1997, General Conditions of the Contract for Construction.





§ 9.2.2 EXTENT OF CONTRACT



This Contract, which includes this Agreement and the other documents incorporated
herein by reference, represents the entire and integrated agreement between the Owner and
the Construction Manager and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be amended only by written




	 	 	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The
American Institute of Architects and The Associated General Contractors of America. All rights
reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. This document was produced by AIA software at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	17	 
	 
	 	 	 	 
	User Notes:

	 	 	(176150022	)






 









 





instrument signed by both the Owner and Construction Manager. If anything in any
document incorporated into this Agreement is inconsistent with this Agreement, this
Agreement shall govern.




§ 9.2.3 OWNERSHIP AND USE OF DOCUMENTS



Article 1.6 of A201TM-1997 shall apply to both the Preconstruction and Construction Phases.




§ 9.2.4 GOVERNING LAW



The Contract shall be governed by the law of the place where the Project is located.State
of Florida.




§ 9.2.5 ASSIGNMENT



The Owner and Construction Manager 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 of A201TM-1997, 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.




ARTICLE 10 TERMINATION OR SUSPENSION




§ 10.1 TERMINATION PRIOR TO ESTABLISHING GUARANTEED MAXIMUM PRICE



§ 10.1.1 Prior to execution by both parties of Amendment No. 1 establishing the Guaranteed
Maximum Price, the Owner may terminate this Contract at any time without cause, and the Construction Manager may
terminate this Contract for any of the reasons described in Section 14.1.1 of A201TM-1997.



§ 10.1.2 If the Owner or Construction Manager terminates this Contract pursuant to this
Section 10.1 prior to commencement of the Construction Phase, the Construction Manager
shall be equitably compensated for Preconstruction Phase Services performed prior to
receipt of notice of termination; provided, however, that the compensation for such
services shall not exceed the compensation set forth in Section 4.1.1.



§ 10.1.3 If the Owner or Construction Manager terminates this Contract pursuant to
this Section 10.1 after commencement of the Construction Phase, the Construction
Manager shall, in addition to the compensation provided in Section 10.1.2, be paid
an amount calculated as follows:





	 	.1	 	Take the Cost of the Work incurred by the Construction Manager.
	 
	 	.2	 	Add the Construction Manager’s Fee computed upon the Cost of the
Work to the date of termination at the rate stated in Section 5.1 or, if the
Construction Manager’s Fee is stated as a fixed sum in that Section, an amount
which bears the same ratio to that fixed-sum Fee as the Cost of the Work at the
time of termination bears to a reasonable estimate of the probable Cost of the
Work upon its completion.
	 
	 	.3	 	Subtract the aggregate of previous payments made by the Owner
on account of the Construction Phase.




The Owner shall also pay the Construction Manager fair compensation, either by purchase or
rental at the election of the Owner, for any equipment owned by the Construction Manager
which the Owner elects to retain and which is not otherwise included in the Cost of the
Work under Section 10.1.3.1. To the extent that the Owner elects to take legal assignment
of subcontracts and purchase orders (including rental agreements), the Construction Manager
shall, as a condition of receiving the payments referred to in this Article 10, execute and
deliver all such papers and take all such steps, including the legal assignment of such
subcontracts and other contractual rights of the Construction Manager, as the Owner may
require for the purpose of fully vesting in the Owner the rights and benefits of the
Construction Manager under such subcontracts or purchase orders.



Subcontracts, purchase orders and rental agreements entered into by the Construction
Manager with the Owner’s written approval prior to the execution of Amendment No. 1 shall
contain provisions permitting assignment to the Owner as described above. If the Owner
accepts such assignment, the Owner shall reimburse or indemnify the Construction Manager
with respect to all costs arising under the subcontract, purchase order or rental agreement
except those which would not have been reimbursable as Cost of the Work if the contract had
not been terminated. If the Owner elects not to accept the assignment of any subcontract,
purchase order or rental agreement which would have constituted a Cost of the Work had this
agreement not been terminated, the Construction Manager shall




	 	 	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The American
Institute of Architects and The Associated General Contractors of America. All rights reserved.
WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this document, or any portion of it, may result in severe civil and
criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
document was produced by AIA software at 09:20:49 on 12/14/2005 under Order No.1000154239_1 which
expires on 1/2/2006, and is not for resale.

	 	 	18	 
	 
	 	 	 	 
	User Notes:

	 	 	(176150022	)






 









 





terminate such subcontract, purchase order or rental agreement and the Owner shall pay the
Construction Manager the costs necessarily incurred by the Construction Manager by reason
of such termination.




§ 10.2 TERMINATION SUBSEQUENT TO ESTABLISHING GUARANTEED MAXIMUM PRICE



Subsequent to execution by both parties of Amendment No. 1, the Contract may be
terminated as provided in Article 14ofA201TM-1997.



§ 10.2.1 In the event of such termination by the Owner, the amount payable to the
Construction Manager pursuant to Section 14.1.3 of A201TM-1997 shall not exceed the
amount the Construction Manager would have been entitled to receive pursuant to Sections
10.1.2 and 10.1.3 of this Agreement.



§ 10.2.2 In the event of such termination by the Construction Manager, the amount to be
paid to the Construction Manager under Section 14.1.3 of A201TM-1997 shall not exceed the
amount the Construction Manager would have been entitled to receive under Sections 10.1.2
and 10.1.3 above, except that the Construction Manager’s Fee shall be calculated as if the
Work had been fully completed by the Construction Manager, including a reasonable estimate
of the Cost of the Work for Work not actually completed.above.




§10.3 SUSPENSION



The Work may be suspended by the Owner as provided in Article 14 of A201TM-1997; in
such case, the Guaranteed Maximum Price, if established, shall be increased as provided in
Section 14.3.2 of A201TM-1997 except that the term “cost of performance of the Contract” in
that Section shall be understood to mean the Cost of the Work and the term “profit” shall
be understood to mean the Construction Manager’s Fee as described in Sections 5.1.1 and
5.3.4 of this Agreement.




ARTICLE 11 OTHER CONDITIONS AND SERVICES





	 	11.1	 	Services in the pre-construction phase include regular full-team
meetings, complete budgeting services, systems selection support,
constructability analysis, phase planning, site logistics planning, traffic and
safety planning, a detailed construction activity schedule provided for bid
documents, permit coordination, full open market bidding of sub-trades, open
book review of bid results, and pre-ward interviews of sub-trade
contractors.
	 
	 	11.2	 	At the time of execution of this agreement, it is anticipated that
construction of the first phase of the project will commence in mid 2006. Based
on that timing, the following personnel will be assigned to the project: Gene
Carr, Jobsite Superintendent; Gary Gallien, Project Manager; Steve Richards.
Chief estimator; Steve Shimp, Project Executive and Design Phase Team Leader;
and Dave Dale, General Superintendent.
	 
	 	11.3	 	Owen-Ames-Kimball Company can provide a payment-performance bond
for the project. Bonding rates are $9.00/thousand for the first $2.5 million of
contract amount and $7.00/thousand for the next $2.5 million, and
$5.75/thousand thereafter. The computation of bond premium for a $10.000.000
project would be $69.375.
	 
	 	11.4	 	In preparing the Guaranteed Maximum Price, the amount included as
General Conditions costs (such as supervision, clean-up, temporary facilities,
safety provisions, utility costs during construction, hoisting, miscellaneous
rentals and material, etc.) shall be finalized based upon the project schedule,
the scope of the work, and the unit price methodology demonstrated in the
attached estimate of general conditions costs for the project.





	 	 	 	 	 
	 AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The
American Institute of Architects and The Associated General Contractors of America. All rights
reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. This document was produced by AIA software at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	19	 
	User Notes:

	 	 	(176150022	)






 









 





This Agreement entered into as of the day and year first written above.




	 	 	 
	OWNER

	 	CONSTRUCTION MANAGER
	/s/ Charles L. Nesbit, Jr. 
	 	/s/ Steven C. Shimp 
	 

	 	 
	(Signature)

	 	(Signature)
	 Charles L. Nesbit, Jr., Executive Vice

	 	Steven C. Shimp, President 
	 
	 	 
	President, Operations
	 	 
	 

	 	 
	(Printed name and title)

	 	(Printed name and title)
	12/9/05 
	 	12/9/05 
	 

	 	 
	Date
	 	Date
	 
	 	 
	 

	 	 
	ATTEST
	 	ATTEST






	 	 	 	 	 
	AIA Document A121TMCMc- 2003 and AGC Document 565. Copyright © 1991 and 2003 by The
American Institute of Architects and The Associated General Contractors of America. All rights
reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in
severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. This document was produced by AIA software at 09:20:49 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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Certification of Document’s Authenticity




AIA® Document D401TM — 2003



I, Susan Natoli, hereby certify, to the best of my knowledge, information and belief,
that I created the attached final document simultaneously with this certification at
09:20:49 on 12/14/2005 under Order No. 1000154239_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 A121TMCMc – 2003 and AGC Document 565
– Standard Form of Agreement Between
Owner and Construction Manager where the Construction Manager is Also the Constructor, as
published by the AIA in its software, other than changes shown in the attached final
document by underscoring added text and striking over deleted text.




	 	 	 
	 

(Signed)

	 	 
	 
	 	 
	 

(Title)

	 	 
	 
	 	 
	 

(Dated)

	 	 






	 	 	 	 	 
	AIA Document D401TM-2003. Copyright ©1992 and 2003 by The American Institute of
Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and
International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any
portion of it,may result in severe civil and criminal penalties, and will be prosecuted to the
maximum extent possible under the law. This document was produced by AIA software at 09:20:49 on
12/14/2005 under Order No. 1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	1	 
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	 	Document A201TM-1997






General Conditions of the Contract for Construction




	 	 	 
	for the following PROJECT:

	 	Chico’s World Headquarters—New Campus
	 

	 	Construction of a new corporate campus.
	(Name
and location or address):
	 	 
	Chico’s World Headquarters — New Campus
	 	 
	Alico Road and Three Oaks Parkway
	 	 
	Fort Myers, Florida
	 	 
	Construction of a new corporate campus.
	 	 
	 
	 	 
	THE OWNER:
	 	 
	(Name
and address):
	 	 
	Chico’s Retail Services, Inc.
	 	 
	11215 Metro Parkway
	 	 
	Fort Myers, Florida 33912
	 	 
	 
	 	 
	THE ARCHITECT:
	 	 
	(Name
and address):
	 	 
	Thompson
Vaivoda & Associates Architects, Inc.
	 	
	920 Southwest Sixth Avenue, Suite 1500 
	 	 
	Portland, Oregon 97204
	 	 





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



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




TABLE OF ARTICLES




	 	 	 
	1

	 	GENERAL PROVISIONS
	 
	 	 
	2

	 	OWNER
	 
	 	 
	3

	 	CONTRACTOR
	 
	 	 
	4

	 	ADMINISTRATION OF THE CONTRACT
	 
	 	 
	5

	 	SUBCONTRACTORS
	 
	 	 
	6

	 	CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
	 
	 	 
	7

	 	CHANGES IN THE WORK
	 
	 	 
	8

	 	TIME
	 
	 	 
	9

	 	PAYMENTS AND COMPLETION
	 
	 	 
	10

	 	PROTECTION OF PERSONS AND PROPERTY
	 
	 	 
	11

	 	INSURANCE AND BONDS
	 
	 	 
	12

	 	UNCOVERING AND CORRECTION OF WORK






	 	 	 
	AlA 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	1
	 
	 	 
	User Notes:

	 	(2354565571)







 









 








	 	 	 
	13

	 	MISCELLANEOUS PROVISIONS
	 
	 	 
	14

	 	TERMINATION OR SUSPENSION OF THE CONTRACT






	 	 	 	 	 
	AIA Document A201TM- 1997. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963,
1966, 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	2	 
	 
	 	 	 	 
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	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, 4.2.1, 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	3	 
	 
	 	 	 	 
	User Notes:

	 	 	(2354565571	)






 









 





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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	4	 
	User Notes:

	 	 	(2354565571	)






 









 








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

8.2.1, 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	5	 
	 
	 	 	 	 
	User Notes:

	 	 	(2354565571	)







 









 








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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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Materials, Labor, Equipment and

1.1.3, 1.1.6, 1.6.1, 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12, 3.13, 3.15.1,
4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.2




Means, Methods, Techniques, Sequences and Procedures of Construction

3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2




Mechanic’s Lien

4.4.8




Mediation

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




Minor Changes in the Work

1.1.1, 3.12.8, 4.2.8, 4.3.6, 7.1, 7.4




MISCELLANEOUS PROVISIONS

13




Modifications, Definition of

1.1.1




Modifications to the Contract

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




Mutual Responsibility

6.2




Nonconforming Work, Acceptance of

9.6.6, 9.9.3, 12.3




Nonconforming Work, Rejection and Correction of

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




Notice

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




Notice, Written

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




Notice of Testing and Inspections

13.5.1, 13.5.2




Notice to Proceed

8.2.2




Notices, Permits, Fees and

2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2




Observations, Contractor’s

1.5.2, 3.2, 3.7.3, 4.3.4




Occupancy

2.2.2, 9.6.6, 9.8, 11.4.1.5




Orders, Written

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




OWNER

2




Owner, Definition of

2.1




Owner, Information and Services Required of the

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




Owner’s Authority

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




Owner’s Financial Capability

2.2.1, 13.2.2, 14.1.1.5




Owner’s Liability Insurance

11.2




Owner’s Loss of Use Insurance

11.4.3




Owner’s Relationship with Subcontractors

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




Owner’s Right to Carry Out the Work

2.4, 12.2.4. 14.2.2.2




Owner’s Right to Clean Up

6.3




Owner’s Right to Perform Construction and to Award Separate Contracts

6.1




Owner’s Right to Stop the Work

2.3




Owner’s Right to Suspend the Work

14.3




Owner’s Right to Terminate the Contract

14.2




Ownership and Use of Drawings, Specifications and Other Instruments of Service

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




Partial
Occupancy or Use

9.6.6, 9.9, 11.4.1.5




Patching, Cutting and

3.14, 6.2.5




Patents

3.17




Payment, Applications for

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




Payment, Certificates for

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




Payment, Failure of

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




Payment, Final

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




Payment Bond, Performance Bond and

7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5




Payments, Progress

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




PAYMENTS AND COMPLETION

9




Payments to Subcontractors

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




PCB

10.3.1




	 	 	 	 	 
	AIA
Document A201TM - 1997. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961,
1963, 1966, 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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Performance Bond and Payment Bond

7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5




Permits, Fees and Notices

2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2




PERSONS AND PROPERTY, PROTECTION OF

10




Polychlorinated Biphenyl

10.3.1




Product Data, Definition of

3.12.2




Product Data and Samples, Shop Drawings

3.11, 3.12, 4.2.7




Progress and Completion

4.2.2, 4.3.3, 8.2, 9.8, 9.9.1, 14.1.4




Progress Payments

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




Project, Definition of the

1.1.4




Project Management Protective Liability Insurance

11.3




Project Manual, Definition of the

1.1.7




Project Manuals

2.2.5




Project Representatives

4.2.10




Property Insurance

10.2.5, 11.4




PROTECTION OF PERSONS AND PROPERTY

10




Regulations and Laws

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




Rejection of Work

3.5.1, 4.2.6, 12.2.1




Releases and Waivers of Liens

9.10.2




Representations

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




Representatives

2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.10, 5.1.1, 5.1.2, 13.2.1




Resolution of Claims and Disputes

4.4, 4.5, 4.6




Responsibility for Those Performing the Work

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




Retainage

9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3




Review of Contract Documents and Field Conditions by Contractor

1.5.2, 3.2, 3.7.3, 3.12.7, 6.1.3




Review of Contractor’s Submittals by Owner and Architect

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




Review of Shop Drawings, Product Data and Samples by Contractor

3.12




Rights and Remedies

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




Royalties, Patents and Copyrights

3.17




Rules and Notices for Arbitration

4.6.2




Safety of Persons and Property

10.2, 10.6




Safety Precautions and Programs

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




Samples, Definition of

3.12.3




Samples, Shop Drawings, Product Data and

3.11, 3.12, 4.2.7




Samples at the Site, Documents and

3.11




Schedule of Values

9.2, 9.3.1




Schedules,

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




Separate Contracts and Contractors

1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 4.6.4, 6, 8.3.1, 11.4.7, 12.1.2, 12.2.5




Shop Drawings, Definition of

3.12.1




Shop Drawings, Product Data and Samples

3.11, 3.12, 4.2.7




Site, Use of

3.13, 6.1.1, 6.2.1




Site Inspections

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




Site Visits, Architect’s

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




Special Inspections and Testing

4.2.6, 12.2.1, 13.5




Specifications, Definition of the

1.1.6




Specifications, The

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




Statute of Limitations

4.6.3, 12.2.6, 13.7




Stopping the Work

2.3, 4.3.6, 9.7, 10.3, 14.1




Stored Materials

6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4




Subcontractor, Definition of

5.1.1




SUBCONTRACTORS
5




	 	 	 	 	 
	AlA 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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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




	 	 	 	 	 
	AlA 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, 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.




	 	 
	AlA 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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§ 1.2.3.1 In the event of conflicts or discrepancies among the Contract
Documents, interpretations shall be based on the following priorities:



.1      The Agreement.

.2      Addenda, with those of later date having precedence over those of earlier date.

.3      The Supplementary General Conditions.

.4      The General Conditions.

.5      The Drawings and Specifications.



§ 1.2.3.2 In the event of any inconsistency in the Drawings or between the Drawings
and the Specifications, unless otherwise ordered in writing by the Architect or the Owner,
the Contractor shall, upon consultation with Owner, perform such work as is reasonably
necessary to accomplish the intent of the Contract, and such work will be done at Cost of
the work with no additional fee to Owner. This provision shall apply only to
inconsistencies in express requirements of the Drawings and Specifications and not to
interpretations by the Owner or the Architect.




§1.3 CAPITALIZATION



§ 1.3.1 Terms capitalized in these General Conditions include those which are (1)
specifically defined, (2) the titles
of numbered articles or (3) the titles of other documents published by the American Institute of
Architects.




§1.4 INTERPRETATION



§ 1.4.1 In the interest of brevity the Contract Documents frequently omit modifying
words such as “all” and “any” and articles such as “the” and “an,” but the fact that a
modifier or an article is absent from one statement and appears in another is not intended
to affect the interpretation of either statement.




§ 1.5 EXECUTION OF CONTRACT DOCUMENTS



§ 1.5.1 The Contract Documents shall be signed by the Owner and Contractor. If either the
Owner or Contractor or
both do not sign all the Contract Documents, the Architect shall identify such unsigned Documents
upon request.



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




§ 1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE 



§ 1.6.1 The Drawings, Specifications and other documents, including those in electronic form,
prepared by the Architect and the Architect’s consultants are Instruments of Service
through which the Work to be executed by the Contractor is described. The Contractor may
retain one record set. Neither the Contractor nor any Subcontractor, Sub-subcontractor or
material or equipment supplier shall own or claim a copyright in the Drawings,
Specifications and other documents prepared by the Architect or the Architect’s
consultants, and unless otherwise indicated the Architect and the Architect’s consultants
shall be deemed the authors of them and will retain all common law, statutory and other
reserved rights, in addition to the copyrights. All copies of Instruments of Service,
except the Contractor’s record set, shall be returned or suitably accounted for to the
Architect, on request, upon completion of the Work. The Drawings, Specifications and other
documents prepared by the Architect and the Architect’s consultants, and copies thereof
furnished to the Contractor, are for use solely with respect to this Project. They are not
to be used by the Contractor or any Subcontractor, Sub-subcontractor or material or
equipment supplier on other projects or for additions to this Project outside the scope of
the Work without the specific written consent of the Owner, Architect and the Architect’s
consultants. The Contractor, Subcontractors, Sub-subcontractors and material or equipment
suppliers are authorized to use and reproduce applicable portions of the Drawings,
Specifications and other documents prepared by the Architect and the Architect’s
consultants appropriate to and for use in the execution of their Work under the Contract
Documents. All copies made under this authorization shall bear the statutory copyright
notice, if any, shown on the Drawings, Specifications and other documents prepared by the
Architect and the Architect’s consultants. Submittal or distribution to meet official
regulatory requirements or for other purposes in connection with this Project is not to be
construed as publication in derogation of the Architect’s or Architect’s consultants’
copyrights or other reserved rights.




	 	 
	AlA 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 09:17:38 on 12/14/2005 under Order No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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ARTICLE 2 OWNER



§ 2.1 GENERAL



§ 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred
to throughout the
Contract Documents as if singular in number. The Owner shall designate in writing a representative
who shall have
express authority to bind the Owner with respect to all matters requiring the Owner’s approval or
authorization.
Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term
“Owner” means
the Owner or the Owner’s authorized representative.



§ 2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a
written request, information necessary and relevant for the Contractor to evaluate, give
notice of or enforce mechanic’s lien rights. Such information shall include a correct
statement of the record legal title to the property on which the Project is located,
usually referred to as the site, and the Owner’s interest therein.




§ 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER



§ 2.2.1 The Owner shall, at the written request of the Contractor, prior to
commencement of the Work and thereafter, furnish to the Contractor reasonable evidence that
financial arrangements have been made to fulfill the Owner’s obligations under the
Contract. Furnishing of such evidence shall be a condition precedent to commencement or
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




	 	 
	AlA 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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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.




ARTICLES
3 CONTRACTOR



§ 3.1 GENERAL



§ 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is
referred to throughout the
Contract Documents as if singular in number. The term “Contractor” means the Contractor or the
Contractor’s
authorized representative.



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



§ 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in
accordance with the Contract Documents either by activities or duties of the Architect in
the Architect’s administration of the Contract, or by tests, inspections or approvals
required or performed by persons other than the Contractor.




§ 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR



§ 3.2.1 Since the Contract Documents are complementary, before starting each portion
of the Work, the Contractor shall carefully study and compare the various Drawings and
other Contract Documents relative to that portion of the 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.



§ 3.2.4 The provisions of this section 3.2 are subject to the provisions of
Section 2.1 of the Agreement.




§ 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES



§ 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor’s
best skill and attention. The Contractor shall be solely responsible for and have control
over construction means, methods, techniques, sequences and procedures and for coordinating
all portions of the Work under the Contract, unless the Contract Documents give other
specific instructions concerning these matters. If the Contract Documents give specific
instructions concerning construction means, methods, techniques, sequences or procedures,
the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall
be fully and solely responsible for the jobsite safety of such means, methods, techniques,
sequences or procedures. If the Contractor determines that such means, methods, techniques,
sequences or procedures may not be safe, the Contractor shall give timely written notice to
the Owner and Architect and shall not proceed with that portion of the Work without further
written instructions from the Architect. If the Contractor is then instructed to proceed
with the required means, methods, techniques, sequences or procedures without acceptance of
changes proposed by the Contractor, the Owner shall be solely responsible for any resulting
loss or damage.




	 	 
	AlA 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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§ 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the
Contractor’s employees, Subcontractors and their agents and employees, and other persons or
entities performing portions of the Work for or on behalf of the Contractor or any of its
Subcontractors.Subcontractors. directly or indirectly.



§ 3.3.3 The Contractor shall be responsible for inspection of portions of Work already
performed to determine that such portions are in proper condition to receive subsequent
Work.




§ 3.4 LABOR AND MATERIALS



§ 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall
provide and pay for labor, materials, equipment, tools, construction equipment and
machinery, water, heat, utilities, transportation, and other facilities and services
necessary for proper execution and completion of the Work, whether temporary or permanent
and whether or not incorporated or to be incorporated in the Work.



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



§ 3.4.3 The Contractor shall enforce strict discipline and good order among the
Contractor’s employees and other persons carrying out the Contract. The Contractor shall
not permit employment of unfit persons or persons not skilled in tasks assigned to them.




§ 3.5 WARRANTY



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




§ 3.6 TAXES



§ 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work
provided by the Contractor which are legally enacted when bids are received or negotiations
concluded, whether or not yet effective or merely scheduled to go into effect.




§ 3.7 PERMITS, FEES AND NOTICES



§ 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall
secure and pay for the building permit and other permits and governmental fees, licenses
and inspections necessary for proper execution and completion of the Work which are
customarily secured after execution of the Contract and which are legally required when
bids are received or negotiations concluded.



§ 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances,
rules, regulations and lawful orders of public authorities applicable to performance of the
Work.



§ 3.7.3 It is not the Contractor’s responsibility to ascertain that the Contract Documents
are in accordance with applicable laws, statutes, ordinances, building codes, and rules and
regulations. However, if the Contractor observes that portions of the Contract Documents
are at variance therewith, the Contractor shall promptly notify the Architect and Owner in
writing, and necessary changes shall be accomplished by appropriate Modification.



§ 3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes,
ordinances, building codes, and rules and regulations without such notice to the Architect
and Owner, the Contractor shall assume appropriate responsibility for such Work and shall
bear the costs attributable to correction.




§ 3.8 ALLOWANCES



§ 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract
Documents. Items
covered by allowances shall be supplied for such amounts and by such persons or entities as the
Owner may direct,




	 	 
	AlA 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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but the Contractor shall not be required to employ persons or entities to whom the Contractor
has reasonable objection.



§ 3.8.2 Unless otherwise provided in the Contract Documents:




	 	.1	 	allowances shall cover the cost to the Contractor of materials and equipment delivered at
the site and all required taxes, less applicable trade discounts;
	 
	 	.2	 	Contractor’s costs for unloading and handling at the site, labor, installation costs,
overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but
not in the allowances;
	 
	 	.3	 	whenever costs are more than or less than allowances, the Contract Sum shall be adjusted
accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual
costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor’s costs under Section
3.8.2.2.





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



§ 3.9 SUPERINTENDENT



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



§ 3.10 CONTRACTOR’S CONSTRUCTION SCHEDULES



§ 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit
for the Owner’s and Architect’s information a Contractor’s construction schedule for the Work. The
schedule shall not exceed time limits current under the Contract Documents, shall be revised at
appropriate intervals as required by the conditions of the Work and Project, shall be related to
the entire Project to the extent required by the Contract Documents, and shall provide for
expeditious and practicable execution of the Work.



§ 3.10.2 The Contractor shall prepare and keep current, for the Architect’s approval, a schedule of
submittals which is coordinated with the Contractor’s construction schedule and allows the
Architect reasonable time to review submittals.



§ 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules
submitted to the Owner and Architect.



§ 3.11 DOCUMENTS AND SAMPLES AT THE SITE



§ 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the
Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked
currently to record field changes and selections made during construction, and one record copy of
approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be
available to the Architect and shall be delivered to the Architect for submittal to the Owner upon
completion of the Work.



§ 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES



§ 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for
the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or
distributor to illustrate some portion of the Work.



§ 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions,
brochures, diagrams and other information furnished by the Contractor to illustrate materials or
equipment for some portion of the Work.



§ 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and
establish standards by which the Work will be judged.



	 	 	 	 	 
	AlA 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 09:17:38 on 12/14/2005 under Order No.1
000154239_1 which expires on 1/2/2006, 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, thereto 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.



	 	 	 	 	 
	AlA 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 09:17:38 on 12/14/2005 under Order No.1
000154239_1 which expires on 1/2/2006, 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 To the fullest extent permitted by law and to the extent claims, damages, losses or
expenses are not covered by Project Management Protective Liability insurance purchased by the
Contractor in accordance with Section 11.3, the Contractor shall indemnify and hold harmless the
Owner, Architect, Architect’s consultants, and agents and employees of any of themthe
Owner, from and against claims, damages, losses and expenses, including but not limited to
attorneys’ fees, arising out of or resulting from performance of the Work, provided that such
claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to
injury to or destruction of tangible property (other than the Work itself), but only to the extent
caused by the negligent or intentional acts or omissions of the Contractor, a
Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be
liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a
party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce
other rights or obligations of indemnity which would otherwise exist as to a party or person
described in this Section 3.18. The foregoing provisions of this paragraph to contrary
notwithstanding, the Contractor’s liability to indemnify the Owner as set forth herein shall: .1 be
limited to $10 million dollars per occurrence, which the Owner and Contractor agree is reasonable
given the size of this Project and the amount of general liability coverage maintained by the
Contractor, including umbrella coverage; .2 be limited to the acts, omissions or defaults of the
Contractor, any of the Contractor’s subcontractors, sub-subcontractors, materialmen, or agents of
any tier or their respective employees, or of the Owner, or the Owner’s officers, directors, agents
or employees; provided, however, that such indemnification shall not include claims of. or damages
resulting from, gross negligence, or willful, wanton or intentional misconduct of the Owner, or the
Owner’s officers, directors, agents or employees, or for statutory violation or punitive damages,
accept and to the extent the statutory violation or punitive damages are caused by or result from
the acts or omissions of the Contractor or any of the Contractor’s subcontractors,
sub-subcontractors, materialmen,



	 	 	 	 	 
	AlA 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 09:17:38 on 12/14/2005 under Order No.1
000154239_1 which expires on 1/2/2006, and is not for resale.

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or agents of any tier or their respective employees. The preceding provisions have been
added specifically to memorialize the Owner and the Contractor’s intent that the provisions of this
section 3.18.1 shall be fully enforceable in accordance with the provisions of Section 725.06.
Florida Statutes.



§ 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee
of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for
whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be
limited by a limitation on amount or type of damages, compensation or benefits payable by or for
the Contractor or a Subcontractor under workers’ compensation acts, disability benefit acts or
other employee benefit acts.



ARTICLE 4 ADMINISTRATION OF THE CONTRACT



§ 4.1 ARCHITECT



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



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



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



§ 4.2 ARCHITECT’S ADMINISTRATION OF THE CONTRACT



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



§ 4.2.2 The Architect, as a representative of the Owner, will visit the site at intervals
appropriate to the stage of the Contractor’s operations (1) to become generally familiar with and
to keep the Owner informed about the progress and quality of the portion of the Work completed, (2)
to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine
in general if the Work is being performed in a manner indicating that the Work, when fully
completed, will be in accordance with the Contract Documents. However, the Architect will not be
required to make exhaustive or continuous on-site inspections to check the quality or quantity of
the Work. The Architect will neither have control over or charge of, nor be responsible for, the
construction means, methods, techniques, sequences or procedures, or for the safety precautions and
programs in connection with the Work, since these are solely the Contractor’s rights and
responsibilities under the Contract Documents, except as provided in Section 3.3.1.



§ 4.2.3 The Architect will not be responsible for the Contractor’s failure to perform the Work in
accordance with the requirements of the Contract Documents. The Architect will not have control
over or charge of and will not be responsible for acts or omissions of the Contractor,
Subcontractors, or their agents or employees, or any other persons or entities performing portions
of the Work.



§ 4.2.4 Communications Facilitating Contract Administration. Except as otherwise provided in the
Contract Documents or when direct communications have been specially authorized, the Owner and
Contractor shall endeavor to communicate with each other through the Architect about matters
arising out of or relating to the Contract. Communications by and with the Architect’s consultants
shall be through the Architect. Communications by and with Subcontractors and material suppliers
shall be through the Contractor. Communications by and with separate contractors shall be through
the Owner.



§ 4.2.5 Based on the Architect’s evaluations of the Contractor’s Applications for Payment, the
Architect will review and certify the amounts due the Contractor and will issue Certificates for
Payment in such amounts.



	 	 	 	 	 
	AlA 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, 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, material and equipment suppliers, their agents or employees, or other persons or
entities performing portions of the Work.



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



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



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



§ 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project
representatives to assist in carrying out the Architect’s responsibilities at the site. The duties,
responsibilities and limitations of authority of such project representatives shall be as set forth
in an exhibit to be incorporated in the Contract Documents.



§ 4.2.11 The Architect will interpret and decide matters concerning performance under and
requirements of, the Contract Documents on written request of either the Owner or Contractor. The
Architect’s response to such requests will be made in writing within any time limits agreed upon or
otherwise with reasonable promptness. If no agreement is made concerning the time within which
interpretations required of the Architect shall be furnished in compliance with this Section 4.2,
then delay shall not be recognized on account of failure by the Architect to furnish such
interpretations until 15 days after written request is made for them.



§ 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of and
reasonably inferable from the Contract Documents and will be in writing or in the form of drawings.
When making such interpretations and initial decisions, the Architect will endeavor to secure
faithful performance by both Owner and Contractor, will not show partiality to either and will not
be liable for results of interpretations or decisions so rendered in good faith.



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



§ 4.3 CLAIMS AND DISPUTES



§ 4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a
matter of right, adjustment or interpretation of Contract terms, payment of money, extension of
time or other relief with respect to the terms of the Contract. The term “Claim” also includes
other disputes and matters in question between the Owner and Contractor arising out of or relating
to the Contract. Claims must be initiated by written notice. The responsibility to substantiate
Claims shall rest with the party making the Claim.



	 	 	 	 	 
	AlA 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 09:17:38 on 12/14/2005 under Order No.1
000154239_1 which expires on 1/2/2006, 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
equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines
that the conditions at the site are not materially different from those indicated in the Contract
Documents and that no change in the terms of the Contract is justified, the Architect shall so
notify the Owner and Contractor in writing, stating the reasons. Claims by either party in
opposition to such determination must be made within 21 days after the Architect has given notice
of the decision. If the conditions encountered are materially different, the Contract Sum and
Contract Time shall be equitably adjusted, but if the Owner and Contractor cannot agree on an
adjustment in the Contract Sum or Contract Time, the adjustment shall be referred to the Architect
for initial determination, subject to further proceedings pursuant to Section 4.4.



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



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



§ 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, 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, arbitrationmediation 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.litigation.



§ 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 maldng 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.litigation.




	 	 	 	 	 
	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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, 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 1.3.10, 9.10.1 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 1.3.10, 9.10.1 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 1.5.



$ 4.6.1



§ 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 1.1.6 and 1.6.1 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.



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.




	 	 	 	 	 
	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 09:17:38 on 12/14/2005 under Order No.1000154239_1 which expires on 1/2/2006, and is not for
resale.

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§ 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:





	 	.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.




	 	 	 	 	 
	AlA 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 09:17:38 on 12/14/2005 under Order
No.1000154239 1 which excires on 1 /2/2006. and is not for resale.

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ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS



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



§ 6.1.1 The Owner reserves the right to perform construction or operations related to the Project
with the Owner’s
own forces, and to award separate contracts in connection with other portions of the Project or
other construction or
operations on the site under Conditions of the Contract identical or substantially similar to these
including those
portions related to insurance and waiver of subrogation. If the Contractor claims that delay or
additional cost is
involved because of such action by the Owner, the Contractor shall make such Claim as provided in
Section 4.3.



§ 6.1.2 When separate contracts are awarded for different portions of the Project or other
construction or operations on the site, the term “Contractor” in the Contract Documents in each
case shall mean the Contractor who executes each separate Owner-Contractor Agreement.



§ 6.1.3 The Owner shall provide for coordination of the activities of the Owner’s own forces and of
each separate contractor with the Work of the Contractor, who shall cooperate with them. The
Contractor shall participate with other separate contractors and the Owner in reviewing their
construction schedules when directed to do so. The Contractor shall make any revisions to the
construction schedule deemed necessary after a joint review and mutual agreement. The construction
schedules shall then constitute the schedules to be used by the Contractor, separate contractors
and the Owner until subsequently revised.



§ 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction
or operations related to the Project with the Owner’s own forces, the Owner shall be deemed to be
subject to the same obligations and to have the same rights which apply to the Contractor under the
Conditions of the Contract, including, without excluding others, those stated in Article 3, this
Article 6 and Articles 10, 11 and 12.



§ 6.1.5 The cost of any materials or equipment to be provided by the Owner shall not be
included in the Contract Sum. The cost of installing such materials or equipment shall be included
in the Contract Sum to the extent the Contract Documents require the Contractor to install such
materials or equipment as part of the Work.



§ 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.




	 	 	 	 	 
	Al A 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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ARTICLE 7 CHANGES IN THE WORK



§ 7.1 GENERAL



§ 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without
invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work,
subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents.



§ 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a
Construction Change Directive requires agreement by the Owner and Architect and may or may not be
agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect
alone.



§ 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract
Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change
Order, Construction Change Directive or order for a minor change in the Work.



§
7.2 CHANGE ORDERS


§ 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the
Owner, Contractor and Architect, stating their agreement upon all of the following:





	 	.1	 	change in the Work;
	 
	 	.2	 	the amount of the adjustment, if any, in the Contract Sum; and
	 
	 	.3	 	the extent of the adjustment, if any, in the Contract Time.




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



§ 7.3 CONSTRUCTION CHANGE DIRECTIVES



§ 7.3.1 A Construction Change Directive is a written order prepared by the Architect and
signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment,
if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change
Directive, without invalidating the Contract, order changes in the Work within the general scope of
the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract
Time being adjusted accordingly.



§ 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the
terms of a Change Order.



§ 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




	 	 	 	 	 
	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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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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.



§ 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




	 	 	 	 	 
	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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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other agreed period before commencing the Work to permit the timely filing of mortgages,
mechanic’s liens and other security interests.



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



§ 8.3 DELAYS AND EXTENSIONS OF TIME



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



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



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



ARTICLE 9 PAYMENTS AND COMPLETION



§ 9.1 CONTRACT SUM



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



§ 9.2 SCHEDULE OF VALUES



§ 9.2.1 Before the first Application for Payment, the Contractor shall submit to the Architect a
schedule of values allocated to various portions of the Work, prepared in such form and supported
by such data to substantiate its accuracy as the Architect may require. This schedule, unless
objected to by the Architect, shall be used as a basis for reviewing the Contractor’s Applications
for Payment.



§ 9.3 APPLICATIONS FOR PAYMENT



§ 9.3.1 At least ten days before the date established for each progress payment, the Contractor
shall submit to the Architect an itemized Application for Payment for operations completed in
accordance with the schedule of values. Such application shall be notarized, if required, and
supported by such data substantiating the Contractor’s right to payment as the Owner or Architect
may require, such as copies of requisitions from Subcontractors and material suppliers, and
reflecting retainage if provided for in the Contract Documents.



§ 9.3.1.1 As provided in Section 7.3.8, such applications may include requests for
payment on account of changes in the Work which have been properly authorized by
Construction Change Directives, or by interim determinations of the Architect, but not
yet included in Change Orders.



§ 9.3.1.2 Such applications may not include requests for payment for portions of the Work for which
the Contractor does not intend to pay to a Subcontractor or material supplier, unless such Work has
been performed by others whom the Contractor intends to pay.



§ 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of
materials and equipment delivered and suitably stored at the site for subsequent incorporation in
the Work. If approved in advance by the Owner, payment may similarly be made for materials and
equipment suitably stored off the site at a location agreed upon in writing. Payment for materials
and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with
procedures satisfactory to the Owner to establish the Owner’s title to such materials and equipment
or otherwise protect the Owner’s interest, and shall include the costs of applicable insurance,
storage and transportation to the site for such materials and equipment stored off the site.



§ 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will
pass to the Owner no later than the time of payment. The Contractor further warrants that upon
submittal of an Application for Payment all Work for which Certificates for Payment have been
previously issued and payments received from the Owner shall, to the best of the Contractor’s
knowledge, information and belief, be free and clear of liens, claims,




	 	 	 	 	 
	Al A 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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security interests or encumbrances in favor of the Contractor, Subcontractors, material
suppliers, or other persons or entities making a claim by reason of having provided labor,
materials and equipment relating to the Work.



§ 9.4 CERTIFICATES FOR PAYMENT



§ 9.4.1 The Architect will, within seven days after receipt of the Contractor’s Application for
Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for
such amount as the Architect determines is properly due, or notify the Contractor and Owner in
writing of the Architect’s reasons for withholding certification in whole or in part as provided in
Section 9.5.1.



§ 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect
to the Owner, based on the Architect’s evaluation of the Work and the data comprising the
Application for Payment, that the Work has progressed to the point indicated and that, to the best
of the Architect’s knowledge, information and belief, the quality of the Work is in accordance with
the Contract Documents. The foregoing representations are subject to an evaluation of the Work for
conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests
and inspections, to correction of minor deviations from the Contract Documents prior to completion
and to specific qualifications expressed by the Architect. The issuance of a Certificate for
Payment will further constitute a representation that the Contractor is entitled to payment in the
amount certified. However, the issuance of a Certificate for Payment will not be a representation
that the Architect has (1) made exhaustive or continuous on- site inspections to check the quality
or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or
procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers
and other data requested by the Owner to substantiate the Contractor’s right to payment, or (4)
made examination to ascertain how or for what purpose the Contractor has used money previously paid
on account of the Contract Sum.



§ 9.5 DECISIONS TO WITHHOLD CERTIFICATION



§ 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent
reasonably necessary to protect the Owner, if in the Architect’s opinion the representations to the
Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in
the amount of the Application, the Architect will notify the Contractor and Owner as provided in
Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will
promptly issue a Certificate for Payment for the amount for which the Architect is able to make
such representations to the Owner. The Architect may also withhold a Certificate for Payment or,
because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for
Payment previously issued, to such extent as may be necessary in the Architect’s opinion to protect
the Owner from loss for which the Contractor is responsible, including loss resulting from acts and
omissions described in Section 3.3.2, because of:





	 	.1	 	defective Work not remedied;
	 
	 	.2	 	third party claims filed or reasonable evidence indicating probable filing
of such claims unless security acceptable to the Owner is provided by the Contractor;
	 
	 	.3	 	failure of the Contractor to make payments properly to Subcontractors or
for labor, materials or equipment;
	 
	 	.4	 	reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;
	 
	 	.5	 	damage to the Owner or another contractor;
	 
	 	.6	 	reasonable evidence that the Work will not be completed within the Contract Time, and that the
unpaid balance would not be adequate to cover actual or liquidated damages for the
anticipated delay; or
	 
	 	.7	 	persistent failure to carry out the Work in accordance with the Contract Documents.




§ 9.5.2 When the above reasons for withholding certification are removed, certification will be
made for amounts previously withheld.



§ 9.6 PROGRESS PAYMENTS



§ 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in
the manner and within the time provided in the Contract Documents, and shall so notify the Architect.



§ 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the
Owner, out of the amount paid to the Contractor on account of such Subcontractor’s portion of the
Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained
from payments to the Contractor on account of such Subcontractor’s portion of the Work. The
Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to
make payments to Sub-subcontractors in a similar manner.




	 	 	 	 	 
	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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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§ 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable,
information regarding percentages of completion or amounts applied for by the Contractor and action
taken thereon by the Architect and Owner on account of portions of the Work done by such
Subcontractor.



§ 9.6.4 Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of
money to a Subcontractor except as may otherwise be required by law.



§ 9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in
Sections 9.6.2, 9.6.3 and 9.6.4.



§ 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the
Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract
Documents.



§ 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the
Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors and
suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work
or furnished materials, or both, under contract with the Contractor for which payment was made by
the Owner. Nothing contained herein shall require money to be placed in a separate account and not
commingled with money of the Contractor, shall create any fiduciary liability or tort liability on
the part of the Contractor for breach of trust or shall entitle any person or entity to an award of
punitive damages against the Contractor for breach of the requirements of this provision.



§ 9.7 FAILURE OF PAYMENT



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



§ 9.8 SUBSTANTIAL COMPLETION



§ 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or
designated portion thereof is sufficiently complete in accordance with the Contract Documents so
that the Owner can occupy or utilize the Work for its intended use.



§ 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to
accept separately, is substantially complete, the Contractor shall prepare and submit to the
Architect a comprehensive list of items to be completed or corrected prior to final payment.
Failure to include an item on such list does not alter the responsibility of the Contractor to
complete all Work in accordance with the Contract Documents.



§ 9.8.3 Upon receipt of the Contractor’s list, the Architect 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.




	 	 	 	 	 
	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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

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§ 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.



§ 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or
portions of the Work shall not constitute acceptance of Work not complying with the
requirements of the Contract Documents.




§ 9.10 FINAL COMPLETION AND FINAL PAYMENT



§ 9.10.1 Upon receipt of written notice that the Work is ready for final inspection
and acceptance and upon receipt of a final Application for Payment, the Architect will
promptly make such inspection and, when the Architect finds the Work acceptable under the
Contract Documents and the Contract fully performed, the Architect will promptly issue a
final Certificate for Payment stating that to the best of the Architect’s knowledge,
information and belief, and on the basis of the Architect’s on-site visits and inspections,
the Work has been completed in accordance with terms and conditions of the Contract
Documents and that the entire balance found to be due the Contractor and noted in the final
Certificate is due and payable. The Architect’s final Certificate for Payment will
constitute a further representation that conditions listed in Section 9.10.2 as precedent
to the Contractor’s being entitled to final payment have been fulfilled.



§ 9.10.2 Neither final payment nor any remaining retained percentage shall become due until
the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials
and equipment, and other indebtedness connected with the Work for which the Owner or the
Owner’s property might be responsible or encumbered (less amounts withheld by Owner) have
been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by
the Contract Documents to remain in force after final payment is currently in effect and
will not be canceled or allowed to expire until at least 30 days’ prior written notice has
been given to the Owner, (3) a written statement that the Contractor knows of no
substantial reason that the insurance will not be renewable to cover the period required by
the Contract Documents, (4) consent of surety, if any, to final payment and (5), if
required by the Owner, other data establishing payment or satisfaction of obligations, such
as receipts, releases and waivers of liens, claims, security interests or encumbrances
arising out of the Contract, to the extent and in such form as may be designated by the
Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the
Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such
lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund
to the Owner all money that the Owner may be compelled to pay in discharging such lien,
including all costs and reasonable attorneys’ fees.



§ 9.10.3 If, after Substantial Completion of the Work, final completion thereof is
materially delayed through no fault of the Contractor or by issuance of Change Orders
affecting final completion, and the Architect so confirms, the Owner
shall, upon application by the Contractor and certification by the Architect, and without
terminating the Contract, make payment of the balance due for that portion of the Work
fully completed and accepted. If the remaining balance for Work not fully completed or
corrected is less than retainage stipulated in the Contract Documents, and if bonds have
been furnished, the written consent of surety to payment of the balance due for that




	 	 	 	 	 
	AIA
Document A201TM— 1997. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963,
1966, 1967, 1970, 1976, 1987 and 1997 by TheAmerican Institute of Architects. All rights reserved.
WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result
in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by AIA software
at 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	31	 






	 	 	 	 	 
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portion of the Work fully completed and accepted shall be submitted by the Contractor
to the Architect prior to certification of such payment. Such payment shall be made under
terms and conditions governing final payment, except that it shall not constitute a waiver
of claims.



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





	 	.1	 	liens, Claims, security interests or encumbrances
arising out of the Contract and unsettled;
	 
	 	.2	 	failure of the Work to comply with the requirements of the Contract Documents; or
	 
	 	.3	 	terms of special warranties
required by the Contract Documents.




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




ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY




§ 10.1 SAFETY PRECAUTIONS AND PROGRAMS



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




§ 10.2 SAFETY OF PERSONS AND PROPERTY



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





	 	.1	 	employees on the Work and other persons who may be affected thereby;
	 
	 	.2	 	the Work and materials and equipment to be incorporated therein, whether in
storage on or off the site, under care, custody or control of the Contractor or the
Contractor’s Subcontractors or Sub-subcontractors; and
	 
	 	.3	 	other property at the site or adjacent thereto, such as trees, shrubs,
lawns, walks, pavements,
roadways, structures and utilities not designated for removal, relocation or
replacement in the course of construction.




§ 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances,
rules, regulations and lawful orders of public authorities bearing on safety of persons
or property or their protection from damage, injury or loss.



§ 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and
performance of the Contract, reasonable safeguards for safety and protection, including
posting danger signs and other warnings against hazards, promulgating safety regulations
and notifying owners and users of adjacent sites and utilities.



§ 10.2.4 When use or storage of explosives or other hazardous materials or equipment or
unusual methods are necessary for execution of the Work, the Contractor shall exercise
utmost care and carry on such activities under supervision of properly qualified personnel.



§ 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss
insured under property insurance required by the Contract Documents) to property referred
to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a
Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of
them, or by anyone for whose acts they may be liable and for which the Contractor is
responsible under Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to
acts or omissions of the Owner or Architect or anyone
directly or indirectly employed by either of them, or by anyone for whose acts either of
them may be liable, and not attributable to the fault or negligence of the Contractor. The
foregoing obligations of the Contractor are in addition to the Contractor’s obligations
under Section 3.18.



§ 10.2.6 The Contractor shall designate a responsible member of the Contractor’s
organization at the site whose duty shall be the prevention of accidents. This person shall
be the Contractor’s superintendent unless otherwise designated by the Contractor in writing
to the Owner and Architect.



§ 10.2.7 The Contractor shall not load or permit any part of the construction or site to
be loaded so as to endanger its safety.




	 	 	 	 	 
	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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	32	 






	 	 	 	 	 
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§ 10.2.8 The Contractor shall promptly report in writing to the Owner and the
Architect all accidents arising out of or in connection with the Work which cause death,
personal injury or property damage, giving full details and attaching the statements or any
witnesses. If the accident results in death or serious personal injuries or serious
property damage, the Contractor shall report the accident immediately to the Owner by
telephone, telecopy, or messenger, with written confirmation promptly thereafter.




§ 10.3 HAZARDOUS MATERIALS



§ 10.3.1 If reasonable precautions will be inadequate to prevent foreseeable bodily
injury or death to persons resulting from a material or substance, including but not
limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the
Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in
the affected area and report the condition to the Owner and Architect in writing.



§ 10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the
presence or absence of the material or substance reported by the Contractor and, in the
event such material or substance is found to be present, to verify that it has been
rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall
furnish in writing to the Contractor and Architect the names and qualifications of persons
or entities who are to perform tests verifying the presence or absence of such material or
substance or who are to perform the task of removal or safe containment of such material or
substance. The Contractor and the Architect will promptly reply to the Owner in writing
stating whether or not either has reasonable objection to the persons or entities proposed
by the Owner. If either the Contractor or Architect has an objection to a person or entity
proposed by the Owner, the Owner shall propose another to whom the Contractor and the
Architect have no reasonable objection. When the material or substance has been rendered
harmless, Work in the affected area shall resume upon written agreement of the Owner and
Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be
increased in the amount of the Contractor’s reasonable additional costs of shut-down, delay
and start-up, which adjustments shall be accomplished as provided in Article 7.



§ 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold
harmless the Contractor, Subcontractors, Architect, Architect’s consultants and agents and
employees of any of them from and against claims, damages, losses and expenses, including
but not limited to attorneys’ fees, arising out of or resulting from performance of the
Work in the affected area if in fact the material or substance presents the risk of bodily
injury or death as described in Section 10.3.1 and has not been rendered harmless, provided
that such claim, damage, loss or expense is attributable to bodily injury, sickness,
disease or death, or to injury to or destruction of tangible property (other than the Work
itself) and provided that such damage, loss or expense is not due to the sole negligence of
a party seeldng indemnity.



§ 10.4 The Owner shall not be responsible under Section 10.3 for materials and
substances brought to the site by the Contractor unless such materials or substances
were required by the Contract Documents.



§ 10.5 If, without negligence on the part of the Contractor, the Contractor is held liable
for the cost of remediation of a hazardous material or substance solely by reason of
performing Work as required by the Contract Documents, the Owner shall indemnify the
Contractor for all cost and expense thereby incurred.




§ 10.6 EMERGENCIES



§ 10.6.1 In an emergency affecting safety of persons or property, the Contractor shall
act, at the Contractor’s discretion, to prevent threatened damage, injury or loss.
Additional compensation or extension of time claimed by the Contractor on account of an
emergency shall be determined as provided in Section 4.3 and Article 7.




ARTICLE 11 INSURANCE AND BONDS




§ 11.1 CONTRACTOR’S LIABILITY INSURANCE



§ 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully
authorized to do business in the jurisdiction in which the Project is located such insurance as
will protect the Contractor from claims set forth below which may arise out of or result from the
Contractor’s operations under the Contract and for which the Contractor may be legally liable,
whether such operations be by the Contractor or by a Subcontractor or by anyone directly or
indirectly employed by any of them, or by anyone for whose acts any of them may be liable:





	 	.1	 	claims under workers’ compensation, disability benefit and other
similar employee benefit acts which are applicable to the Work to be performed;





	 	 	 	 	 
	AlA 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	33	 






	 	 	 	 	 
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	 	.2	 	claims for damages because of bodily injury, occupational sickness or
disease, or death of the Contractor’s employees;
	 
	 	.3	 	claims for damages because of bodily injury, sickness or disease, or
death of any person other than the Contractor’s employees;
	 
	 	.4	 	claims for damages insured by usual personal injury liability coverage;
	 
	 	.5	 	claims for damages, other than to the Work itself, because of injury to
or destruction of tangible property, including loss of use resulting therefrom;
	 
	 	.6	 	claims for damages because of bodily injury, death of a person or
property damage arising out of ownership, maintenance or use of a motor vehicle;
	 
	 	.7	 	claims for bodily injury or property damage arising out of completed
operations; and
	 
	 	.8	 	claims involving contractual liability insurance applicable to the
Contractor’s obligations under
Section 3.18.




§ 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits
of liability specified in the Contract Documents or required by law, whichever coverage is
greater. Coverages, whether written on an occurrence or claims-made basis, shall be
maintained without interruption from date of commencement of the Work until date of final
payment and termination of any coverage required to be maintained after final payment.



§ 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner
prior to commencement of the Work. These certificates and the insurance policies required
by this Section 11.1 shall contain a provision that coverages afforded under the policies
will not be canceled or allowed to expire until at least 30 days’ prior written notice has
been given to the Owner. If any of the foregoing insurance coverages are required to remain
in force after final payment and are reasonably available, an additional certificate
evidencing continuation of such coverage shall be submitted with the final Application for
Payment as required by Section 9.10.2. Information concerning reduction of coverage on
account of revised limits or claims paid under the General Aggregate, or both, shall be
furnished by the Contractor with reasonable promptness in accordance with the Contractor’s
information and belief.




§ 11.2 OWNER’S LIABILITY INSURANCE



§ 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner’s usual
liability insurance.




§ 11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE



§ 11.3.1 Optionally, the Owner may require the Contractor to purchase and maintain
Project Management Protective Liability insurance from the Contractor’s usual sources as
primary coverage for the Owner’s, Contractor’s and Architect’s vicarious liability for
construction operations under the Contract. Unless otherwise required by the Contract
Documents, the Owner shall reimburse the Contractor by increasing the Contract Sum to pay
the cost of purchasing and maintaining such optional insurance coverage, and the Contractor
shall not be responsible for purchasing any other liability insurance on behalf of the
Owner. The minimum limits of liability purchased with such coverage shall be equal to the
aggregate of the limits required for Contractor’s Liability Insurance under Sections
11.1.1.2 through 11.1.1.5.



§ 11.3.2 To the extent damages are covered by Project Management Protective Liability
insurance, the Owner, Contractor and Architect waive all rights against each other for
damages, except such rights as they may have to the proceeds of such insurance. The policy
shall provide for such waivers of subrogation by endorsement or otherwise.



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




§ 11.4 PROPERTY INSURANCE



§ 11.4.1 Unless otherwise provided, the Owner Contractor shall purchase and
maintain, in a company or companies lawfully authorized to do business in the jurisdiction
in which the Project is located, property insurance written on a builder’s risk “all-risk”
or equivalent policy form in the amount of the initial Contract Sum, plus value of
subsequent Contract modifications and cost of materials supplied or installed by others,
comprising total value for the entire Project at the site on a replacement cost basis
without optional deductibles. Such property insurance shall be maintained, unless otherwise
provided in the Contract Documents or otherwise agreed in writing by all persons and
entities who are beneficiaries of such insurance, until final payment has been made as
provided in Section 9.10 or until no person or entity other than the Owner has an insurable
interest in the property required by this Section 11.4




	 	 	 	 	 
	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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	34	 






	 	 	 	 	 
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to be covered, whichever is later. This insurance shall include interests of the
Owner, the Contractor, Subcontractors and Sub-subcontractors in the Project.



§ 11.4.1.1 Property insurance shall be on an “all-risk” or equivalent policy form and shall
include, without limitation, insurance against the perils of fire (with extended coverage) and
physical loss or damage including, without duplication of coverage, theft, vandalism, malicious
mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary
buildings and debris removal including demolition occasioned by enforcement of any applicable
legal requirements, and shall cover reasonable compensation for Architect’s and Contractor’s
services and expenses required as a result of such insured loss.



§ 11.4.1.2 If the Owner does not intend to purchase such property insurance required by the
Contract and with all of the coverages in the amount described above, the Owner shall so inform
the Contractor in writing prior to commencement of the Work. The Contractor may then effect
insurance which will protect the interests of the Contractor, Subcontractors and Sub
subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged
to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase
or maintain insurance as described above, without so notifying the Contractor in writing, then
the Owner shall bear all reasonable costs properly attributable thereto.



§ 11.4.1.3 If the property insurance requires deductibles, the 
Owner
Contractor shall
pay costs not covered because of such deductibles.



§ 11.4.1.4 This property insurance shall cover portions of the Work stored off the site, and
also portions of the Work in transit.



§ 11.4.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the
insurance company or companies providing property insurance have consented to such partial
occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take
reasonable steps to obtain consent of the insurance company or companies and shall, without
mutual written consent, take no action with respect to partial occupancy or use that would
cause cancellation, lapse or reduction of insurance.



§ 11.4.2 
Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and
machinery insurance required by the Contract Documents or by law, which shall specifically
cover such insured objects during installation and until final acceptance by the Owner; this
insurance shall include interests of the Owner, Contractor, Subcontractors and Sub
subcontractors in the Work, and the Owner and Contractor shall be named insureds.



§ 11.4.3 Loss of Use Insurance. The Owner, at the Owner’s option, may purchase and maintain
such insurance as will insure the Owner against loss of use of the Owner’s property due to fire
or other hazards, however caused. The Owner waives all rights of action against the Contractor
for loss of use of the Owner’s property, including consequential losses due to fire or other
hazards however caused.



§ 11.4.4 
If the Contractor requests in writing that insurance for risks other than those
described herein or other special causes of loss be included in the property insurance
policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be
charged to the Contractor by appropriate Change Order.



§ 11.4.5 
If during the Project construction period the Owner insures properties, real or
personal or both, at or adjacent to the site by property insurance under policies separate from
those insuring the Project, or if after final payment property insurance is to be provided on
the completed Project through a policy or policies other than those insuring the Project during
the construction period, the Owner shall waive all rights in accordance with the terms of
Section 114.7 for damages caused by fire or other causes of loss covered by this separate
property insurance. All separate policies shall provide this waiver of subrogation by
endorsement or otherwise.



§ 11.4.6 
Before an exposure
Within fourteen (14) days of execution of Amendment No. 1
to 
loss may occur,
the Agreement, the 
Owner
Contractor shall file with the

Contractor
Owner a copy of each policy that includes insurance coverages required by
this Section 11.4. Each policy shall contain all generally applicable conditions, definitions,
exclusions and endorsements related to this Project. Each policy shall contain a provision that
the policy will not be canceled or allowed to expire, and that its limits will not be reduced,
until at least 30 days’ prior written notice has been given to the 
Contractor.
Owner.




	 	 	 	 	 
	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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	35	 






	 	 	 	 	 
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§ 11.4.7 Waivers of Subrogation. The Owner and Contractor waive all rights against (1)
each other and any of their subcontractors, sub-subcontractors, agents and employees, each of
the other, and (2) the Architect, Architect’s consultants, separate contractors described in
Article 6, if any, and any of their subcontractors, sub-subcontractors, agents and employees,
for damages caused by fire or other causes of loss to the extent covered and paid for
by property insurance obtained pursuant to this Section 11.4 or other property insurance
applicable to the Work, except such rights as they have to proceeds of such insurance held by
the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the
Architect, Architect’s consultants, separate contractors described in Article 6, if any, and
the subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate
agreements, written where legally required for validity, similar waivers each in favor of other
parties enumerated herein. The policies shall provide such waivers of subrogation by
endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity
even though that person or entity would otherwise have a duty of indemnification, contractual
or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the
person or entity had an insurable interest in the property damaged.



§ 11.4.8 A loss insured under Owner’s the aforesaid
property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as
fiduciary for the insureds, as their interests may appear, subject to requirements of any
applicable mortgagee clause and of Section 11.4.10. The Contractor shall pay Subcontractors
their just shares of insurance proceeds received by the Contractor, and by appropriate
agreements, written where legally required for validity, shall require Subcontractors to make
payments to their Sub-subcontractors in similar manner.



§ 11.4.9 If required in writing by a party in interest, the Owner as fiduciary
shall, upon occurrence of an insured loss, give bond for proper performance of the Owner’s
duties. The cost of required bonds shall be charged against proceeds received as fiduciary.
The Owner shall deposit in a separate account proceeds so received, which the
Owner shall distribute in accordance with such agreement as the parties in interest may reach,
or in accordance with an arbitration award in which case the procedure shall be as provided in
Section 4.6. If after such loss no other special agreement is made and unless the Owner
terminates the Contract for convenience, replacement of damaged property shall be performed by
the Contractor after notification of a Change in the Work in accordance with Article 7.



§ 11.4.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers
unless one of the parties in interest shall object in writing within five days after occurrence
of loss to the Owner’s exercise of this power; if such objection is made, the dispute shall be
resolved as provided in Sections 4.5 and 4.6. The Owner as fiduciary shall, in the case of
arbitration, make settlement with insurers in accordance with directions of the arbitrators. If
distribution of insurance proceeds by arbitration is required, the arbitrators will direct such
distribution.



§ 11.5 PERFORMANCE BOND AND PAYMENT BOND




§ 11.5.1 The Owner shall have the right to require the Contractor to furnish bonds covering
faithful performance of the Contract and payment of obligations arising thereunder as
stipulated in bidding requirements or specifically required in the Contract Documents on the
date of execution of the Contract.



§ 11.5.2 Upon the request of any person or entity appearing to be a potential beneficiary of
bonds covering payment of obligations arising under the Contract, the Contractor shall promptly
furnish a copy of the bonds or shall permit a copy to be made.



ARTICLE 12 UNCOVERING AND CORRECTION OF WORK




§ 12.1 UNCOVERING OF WORK




§ 12.1.1 If a portion of the Work is covered contrary to the Architect’s request or to
requirements specifically expressed in the Contract Documents, it must, if required in writing by the Architect, be uncovered
for the Architect’s examination and be replaced at the Contractor’s expense without change in the Contract
Time.



§ 12.1.2 If a portion of the Work has been covered which the Architect has not specifically
requested to examine prior to its being covered, the Architect may request to see such Work and
it shall be uncovered by the Contractor. If such Work is in accordance with the Contract
Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the
Owner’s expense. If such Work is not in accordance with the Contract Documents, correction
shall be at the Contractor’s expense unless the condition was caused by the Owner or a separate
contractor in which event the Owner shall be responsible for payment of such costs.





	 	 	 	 	 
	AlA
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 09:17:38 on 12/14/2005 under Order No.1000154239_1 which expires on 1/2/2006, and is not for resale.

	 	 	36	 






			
	 	 	 
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§ 12.2 CORRECTION OF WORK




§ 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION



§ 12.2.1.1 The Contractor shall promptly correct Work rejected by the Architect or failing to
conform to the
requirements of the Contract Documents, whether discovered before or after Substantial Completion
and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including
additional testing and inspections and compensation for the Architect’s services and expenses made necessary thereby,
shall be at the Contractor’s expense.




§ 12.2.2 AFTER SUBSTANTIAL COMPLETION




§ 12.2.2.1 In addition to the Contractor’s obligations under Section 3.5, if, within
one year after the date of Substantial Completion of the Work or designated portion thereof
or after the date for commencement of warranties established under Section 9.9.1, or by
terms of an applicable special warranty required by the Contract Documents, any of the Work
is found to be not in accordance with the requirements of the Contract Documents, the
Contractor shall correct it promptly after receipt of written notice from the Owner to do
so unless the Owner has previously given the Contractor a written acceptance of such
condition. The Owner shall give such notice promptly after discovery of the condition.
During the one-year period for correction of Work, if the Owner fails to notify the
Contractor and give the Contractor an opportunity to make the correction, the Owner waives
the rights to require correction by the Contractor and to make a claim for breach of
warranty. If the Contractor fails to correct nonconforming Work within a reasonable time
during that period after receipt of notice from the Owner or Architect, the Owner may
correct it in accordance with Section 2.4.



§ 12.2.2.2 The one-year period for correction of Work shall be extended with
respect to portions of Work first performed after Substantial Completion by the
period of time between Substantial Completion and the actual performance of the
Work.



§ 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective
Work performed by the Contractor pursuant to this Section 12.2.



§ 12.2.3 The Contractor shall remove from the site portions of the Work which are not
in accordance with the requirements of the Contract Documents and are neither
corrected by the Contractor nor accepted by the Owner.



§ 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged
construction, whether completed or partially completed, of the Owner or separate
contractors caused by the Contractor’s correction or removal of Work which is not in
accordance with the requirements of the Contract Documents.



§ 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of
limitation with respect to other obligations which the Contractor might have under the
Contract Documents. Establishment of the one-year period for correction of Work as
described in Section 12.2.2 relates only to the specific obligation of the Contractor to
correct the Work, and has no relationship to the time within which the obligation to comply
with the Contract Documents may be sought to be enforced, nor to the time within which
proceedings may be commenced to establish the Contractor’s liability with respect to the
Contractor’s obligations other than specifically to correct the Work.



§ 12.3 ACCEPTANCE OF NONCONFORMING WORK




§ 12.3.1 If the Owner prefers to accept Work which is not in accordance with the
requirements of the Contract Documents, the Owner may do so instead of requiring its
removal and correction, in which case the Contract Sum will be reduced as appropriate and
equitable. Such adjustment shall be effected whether or not final payment has been made.



ARTICLE 13 MISCELLANEOUS PROVISIONS




§ 13.1 GOVERNING LAW



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




§ 13.1.2 Should any provision of this Contract, at any time, be in conflict with any
law, rule, regulation, order or ruling, or otherwise be unenforceable for any reason, then
such provision shall continue in effect only to the extent that it remains valid. In the
event any provision of this Contract then becomes less than operative, the remaining
provisions of this Contract nevertheless shall remain in full force and effect.



 



			
	AlA 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 09:17:38 on 12/14/2005 under Order No.1000154239_1 which expires on 1/2/2006, and is not for resale.
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§ 13.2 SUCCESSORS AND ASSIGNS




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



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



§13.3 WRITTEN NOTICE




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



§ 13.4 RIGHTS AND REMEDIES




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



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



§ 13.5 TESTS AND INSPECTIONS




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



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



 




			
	AlA 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 09:17:38 on 12/14/2005 under Order No.1000154239_1 which expires on 1/2/2006, and is not for resale.
	 	38






			
	 	 	 
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§ 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be
made promptly to avoid unreasonable delay in the Work.



§ 13.6 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 



(Paragraphs deleted]



.1        Before Substantial Completion. As to acts or failures to act occurring prior to the relevant date of Substantial Completion, any applicable statute of limitations shall commence to run
and any alleged cause of action shall be deemed to have accrued in any and all
events not later than such date of Substantial Completion;



.2        Between Substantial Completion and Final Certificate for Payment. As to acts or failures to act occurring subsequent to the relevant date of Substantial Completion and prior to
issuance of the final Certificate for Payment, any applicable statute of
limitations shall commence to run and any alleged cause of action shall be deemed
to have accrued in any and all events not later than the date of issuance of the
final Certificate for Payment; and



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


§ 13.7.1 As between the Owner and Contractor: The applicable Statute of Limitations shall
be governed by Florida law.



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



 



			
	AlA 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.
	 	39






			
	 	 	 
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executed and for proven loss with respect to materials, equipment, tools, and
construction equipment and machinery, including reasonable overhead, profit and damages.



§ 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault
of the Contractor or a Subcontractor or their agents or employees or any other persons
performing portions of the Work under contract with the Contractor because the Owner has
persistently failed to fulfill the Owner’s obligations under the Contract Documents with
respect to matters important to the progress of the Work, the Contractor may, upon seven
additional days’ written notice to the Owner and the Architect, terminate the Contract and
recover from the Owner as provided in Section 14.1.3.



§ 14.2 TERMINATION BY THE OWNER FOR CAUSE




§ 14.2.1 The Owner may terminate the Contract if the Contractor:





	 	.1	 	persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials;
	 
	 	.2	 	fails to make payment to Subcontractors for materials or labor in
accordance with the respective agreements between the Contractor and the
Subcontractors;
	 
	 	.3	 	persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or
	 
	 	.4	 	otherwise is guilty of substantial breach of a provision of the Contract Documents.





§ 14.2.2 When any of the above reasons exist, the Owner, upon certification by the
Architect that sufficient cause exists to justify such action, may without prejudice to any
other rights or remedies of the Owner and after giving the Contractor and the Contractor’s
surety, if any, seven days’ written notice, terminate employment of the Contractor and may,
subject to any prior rights of the surety:




	 	.1	 	take possession of the site and of all materials, equipment, tools, and construction equipment and
machinery thereon owned by the Contractor;
	 
	 	.2	 	accept assignment of subcontracts pursuant to Section 5.4; and
	 
	 	.3	 	finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work.





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



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



§ 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE




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



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




	 	.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:



 



			
	AlA 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 09:17:38 on 12/14/2005 under Order
No.1000154239_1 which expires on 1/2/2006, and is not for resale.
	 	40






			
	 	 	 
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	 	.1	 	cease operations as directed by the Owner in the notice;
	 
	 	.2	 	take actions necessary, or that the Owner may direct, for the protection and
preservation of the Work; and
	 
	 	.3	 	except for Work directed to be performed prior to the effective
date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts
and purchase orders.





§ 14.4.3 In case of such termination for the Owner’s convenience, the Contractor shall be
entitled to receive payment for Work executed, and costs incurred by reason of such
termination, along with reasonable overhead and profit on the Work not executed.



 



			
	AlA 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 09:17:38 on 12/14/2005 under Order No.1000154239_1 which expires on 1/2/2006, and is not for resale.
	 	41






			
	 	 	 
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Certification of Document’s Authenticity

AIA® Document D401TM — 2003




I, Susan Natoli, hereby certify, to the best of my knowledge, information and belief, that
I created the attached final document simultaneously with this certification at 09:17:38 on
12/14/2005 under Order No. 1000154239_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 changes shown in the attached final document by underscoring added
text and striking over deleted text.



	 
	 



	(Signed)

	 

	 



	(Title)

	 

	 



	(Dated)






 




			
	AIA Document D401TM — 2003. Copyright ©1992 and 2003 by The American Institute of Architects. All
rights reserved. WARNING: This AIA® Document
is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA® Document, or any portion of it,
may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent
possible under the law. This document was produced
by AIA software at 09:17:38 on 12/14/2005 under Order No. 1000154239_1 which expires on 1/2/2006,
and is not for resale.
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