Contract Agreement between Golden Nugget, Inc. and The Penta Building Group, Inc



 Exhibit 10.41 
 Executed 
  

					
	

	  	Document A111TM – 1997	  	

 Standard Form of Agreement Between Owner and Contractor 
 where the basis for payment is the COST OF THE WORK PLUS A FEE with a negotiated Guaranteed Maximum Price 
  

	
	 AGREEMENT made as of the      day of              in the year

 (In words, indicate day, month and year)

	  
 BETWEEN the Owner:

	(Name, address and other information)
	  
 Golden Nugget Inc.

	 129 E. Fremont Street
 Las Vegas, NV
89101

	  
 and the Contractor:

	(Name, address and other information)
	  
 The PENTA Building Group, Inc., General Corporation

	181 E. Warm Springs Road
	Las Vegas, NV 89119
	702-614-1678
	702-614-3851
	  
 The Project is:
 (Name and location)

	  
 Golden Nugget - Phase III Tower Expansion

	129 E. Fremont Street
	Las Vegas, NV 89101
	  
 The Architect is:

	(Name, address and other information)
	  
 Kirksey Architecture

	6909 Portwest Drive
	Houston, TX 77024

 ADDITIONS AND DELETIONS: 
 The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added
information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has
added to or deleted from the original AIA text. 
 This document has important legal consequences. Consultation with an attorney is encouraged with respect
to its completion or modification. 
 This document is not intended for use in competitive bidding. 
 AIA Document A201-1997, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless
this document is modified. 
 This document has been approved and endorsed by the Associated General Contractors of America. 
 The Owner and Contractor agree as follows. 
  


							
	  
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 AIA Document A111TM
– 1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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 ARTICLE 1 THE CONTRACT DOCUMENTS 
 The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other
documents listed in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire
and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 15. If anything in
the other Contract Documents is inconsistent with this Agreement, Exhibit “H” shall govern. 
 ARTICLE 2 THE WORK OF THIS CONTRACT

 The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents
to be the responsibility of others. 
 ARTICLE 3 RELATIONSHIP OF THE PARTIES 
 The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor’s skill and judgment in
furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with
the Owner’s interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents. 
 ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 
 §
4.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. 
 (Insert the date of commencement, if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed.)

 Per Exhibit “F” – Commencement date is 4/7/08. 
 If, prior to commencement of the Work, the Owner requires time to file mortgages, mechanic’s liens and other security interests, the Owner’s time requirement shall be as follows: 
 § 4.2 The Contract Time shall be measured from the date of commencement. 
 § 4.3 The Contractor shall achieve Substantial Completion of the entire Work not later than 618 days from the date of commencement, or as follows: 
 (Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of commencement. Unless stated elsewhere in the Contract
Documents, insert any requirements for earlier Substantial Completion of certain portions of the Work.) 
 Per Exhibit “F” – Completion
date is 12/16/09. 
  

			
	Portion of Work	  	Substantial Completion date

 , subject to adjustments of this Contract Time as provided in the Contract Documents. 
 (Insert provisions, if any, for liquidated damages relating to failure to complete on time, or for bonus payments for early completion of the Work.) 
 4.4 If completion and delivery of the Project shall be delayed beyond the Substantial Completion Date, or Extended Substantial Completion Date, it is agreed that Owner
shall suffer damages which are difficult to ascertain, and the parties hereby agrees that Owner shall sustain, and Contractor agrees to pay, liquidated damages in the 

  


							
	  
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 AIA Document A111TM
– 1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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amount of $10,000 for each calendar day that delivery is delayed beyond the Substantial Completion Date, or Extended Substantial Completion Date, until such
time that Contractor tenders delivery of the Project to the Owner in accordance with the Contract Documents. Owner’s right to such liquidated damages shall be Owner’s sole and exclusive remedy for damages or loss due to late delivery of
the Project, and Owner specifically waives all other rights or remedies at law or in equity therefore. 


 4.4.2 Additional bonus –
Owner shall pay Contractor a bonus of $10,000 per calendar day, for every day that the Contractor completes the project prior to December 16, 2009. For purposes of the Bonus, completion of the Project shall be considered to have occurred
only when Owner has all 510 hotel rooms (so long as the Owner notifies Contractor prior to May 1, 2009 to build out and complete the additional 94 hotel rooms, otherwise all hotel rooms shall mean 416 hotel rooms, plus any additional hotel
rooms if any, the Owner has requested Contractor to build out prior to May 1, 2009), all back of house space, and public space completed per the Contract Documents and available for use and occupancy by the general public. 
 ARTICLE 5 BASIS FOR PAYMENT 
 § 5.1 CONTRACT SUM

 § 5.1.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The
Contract Sum is the Cost of the Work as defined in Article 7 plus the Contractor’s Fee. 
 § 5.1.2 The Contractor’s Fee is: 

(State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor’s Fee, and describe the method of adjustment of the
Contractor’s Fee for changes in the Work.) 
 Four and a half percent (4.5%) of the Cost of the Work. 
 5.1.3 For changes in the Work which have additional Cost, the Contractor shall charge a Rate (fixed and non-auditable) equal to seven percent (7%) of the Cost of
the Change Order for additional General Conditions related to the Change Order. The Contractor’s Fee for the Change Order shall be four and one half percent (4.5%) of the Cost of the Change Order, plus the additional General Conditions.

 5.1.4 When either the Contractor or an affiliate self-performs Work on the Project, then such entity may charge a rate (fixed and non-auditable) equal to
seven percent (7%) of the cost to perform such Work as consideration for Overhead associated with self-performed Work, which shall be charged in addition to Contractor’s Fee. 
 § 5.2 GUARANTEED MAXIMUM PRICE 
 § 5.2.1 The sum of the Cost of the Work and the Contractor’s
Fee is guaranteed by the Contractor not to exceed One Hundred Twenty One Million Nine Hundred Sixty Two Thousand Two Hundred Eighty Four Dollars ($121,962,284.00), subject to additions and deductions by Change Order as provided in the Contract
Documents. Such maximum sum 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 Contractor without reimbursement by the Owner. 

(Insert specific provisions if the Contractor is to participate in any savings.) 
 In the event that the Project is completed for less than the stated Guaranteed Maximum Price the Owner and Contractor will share the difference between the Guaranteed Maximum Price and the Actual Cost of the Work,
excluding the Fixed Price Components listed in Section 5.1.2, the proportion 75% to the Owner and 25% to the Contractor. 
 § 5.2.2 The
Guaranteed Maximum Price is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: 
 (State the numbers or other identification of accepted alternates. If decisions on other alternates are to be made by the Owner subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount
for each and the date when the amount expires.) 
 See attached Exhibit “E”. 
 § 5.2.3 Unit prices, if any, are as follows: 
  

					
	Description	 	Units	 	Price ($ 0.00)

  


							
	  
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 AIA Document A111TM
– 1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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 § 5.2.4 Allowances, if any, are as follows 
 (Identify and state the amounts of any allowances, and state whether they include labor, materials, or both.) 
 See
attached Exhibit “D”. 
  

					
	Allowance	 	Amount ($ 0.00)	 	Included items

 § 5.2.5 Assumptions, if any, on which the Guaranteed Maximum Price is based, are as follows:

 See attached Exhibit “B”. 
 § 5.2.6 To
the extent that the Drawings and Specifications are anticipated to require further development by the Architect, the Contractor has provided in the Guaranteed Maximum Price for such further development 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. 

ARTICLE 6 CHANGES IN THE WORK 
 § 6.1 Adjustments to
the Guaranteed Maximum Price on account of changes in the Work may be determined by any of the methods listed in Section 7.3.3 of AIA Document A201-1997. 
 § 6.2 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 AIA
Document A201-1997 and the terms “costs” and “a reasonable allowance for overhead and profit” as used in Section 7.3.6 of AIA Document A201-1997 shall have the meanings assigned to them in AIA Document A201-1997 and shall
not be modified by Articles 5, 7 and 8 of this Agreement. 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. 
 § 6.3 In calculating adjustments to the Guaranteed Maximum Price, the terms “cost” and “costs” as used in the above-referenced provisions
of AIA Document A201-1997 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the terms “fee” and “a reasonable allowance for overhead and profit” shall mean the Contractor’s Fee as defined in
Section 5.1.2 of this Agreement. 
 § 6.4 If no specific provision is made in Section 5.1 for adjustment of the Contractor’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 will cause substantial inequity to the Owner or Contractor, the Contractor’s Fee
shall be equitably adjusted on the basis of the Fee established for the original Work, and the Guaranteed Maximum Price shall be adjusted accordingly. 
 ARTICLE 7 COSTS TO BE REIMBURSED 
 § 7.1 COST OF THE WORK 
 The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance of the Work. Such costs shall be at rates not higher than the standard 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 7. 
 § 7.2 LABOR COSTS

 § 7.2.1 Wages of construction workers directly employed by the Contractor to perform the construction of the Work at the site or, with the
Owner’s approval, at off-site workshops. 
 § 7.2.2 Wages or salaries of the Contractor’s supervisory and administrative personnel when
stationed at the site with the Owner’s written approval, Other than those included in Contractor’s Lump Sum General Conditions. See attached Exhibit Gl – Included in Contractor’s Lump Sum General Conditions. 
  


							
	  
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 AIA Document A111TM
– 1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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 (If it is intended that the wages or salaries of certain personnel stationed at the Contractor’s principal or
other offices shall be included in the Cost of the Work, identify in Article 14 the personnel to be included and whether for all or only part of their time, and the rates at which their time will be charged to the Work.) 
 § 7.2.3 Wages and salaries of the Contractor’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. Included in Contractor’s Lump Sum General Conditions. 
 § 7.2.4 Costs paid or incurred by the Contractor 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 such costs are based on wages and salaries included in the Cost of the Work
under Sections 7.2.1 through 7.2.3. The Contractor’s burden rates are set forth in Exhibit “G2” and are fixed for this contract and the component parts of such rates are not subject to audit. The Contractor’s burden rates are
subject to change for tax increases, changes in Health Insurance Premiums, and/or changes resulting from the expirations of field labor contracts. Included in Contractor’s Lump Sum General Conditions. 
 7.2.5 Cost of any and all overtime as required to maintain the Project schedule excluding overtime required due to acts of negligence of the Contractor or its
Subcontractors or otherwise due to delay(s) caused by Contractor or its subcontractors. Overtime due to no fault of the Contractor or its Subcontractors will be through contingency usage or an increase to the GMP if due to the Owner. 
 § 7.3 SUBCONTRACT COSTS 
 § 7.3.1 Payments made by
the Contractor to Subcontractors in accordance with the requirements of the subcontracts. 
 § 7.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN
THE COMPLETED CONSTRUCTION 
 § 7.4.1 Costs, including transportation and storage, of materials and equipment incorporated or to be
incorporated in the completed construction. 
 § 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those
actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner’s property at the completion of the Work or, at the Owner’s option, shall be sold by the Contractor. Any amounts
realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. 
 § 7.5 COSTS OF OTHER MATERIALS AND EQUIPMENT,
TEMPORARY FACILITIES AND RELATED ITEMS 
 § 7.5.1 Costs, including transportation and storage, installation, maintenance, dismantling and
removal of materials, supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers, that are provided by the Contractor at the site and fully consumed in the performance of the Work; and cost
(less fair market value) of such items if not fully consumed, whether sold to others or retained by the Contractor. Cost for items previously used by the Contractor shall mean fair market value. 
 § 7.5.2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers that are provided by the
Contractor at the site, whether rented from the Contractor 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. 
 § 7.5.3 Costs of removal of debris from the site. 
 § 7.5.4 Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and parcel delivery charges. 
 § 7.5.5 Intentionally omitted. 
 § 7.5.6 Costs of materials and equipment suitably stored off the
site at a mutually acceptable location, if approved in advance by the Owner. 
  


							
	  
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 AIA Document A111TM
– 1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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 § 7.6 MISCELLANEOUS COSTS 
 § 7.6.1 That portion of insurance and bond premium can be directly attributable to this contract: General Liability insurance rates are fixed at 0.85%. 
 § 7.6.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work. 
 § 7.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Contractor is required by the Contract
Documents to pay. Governmental Fees (Water, Sanitation, etc.) and assessments for the Building Permits, Licenses, and Inspections are not included within the cost of the GMP. 
 § 7.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document
A201-1997 or other provisions of the Contract Documents, and which do not fall within the scope of Section 7.7.3. 
 § 7.6.5 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 rights arising from such requirement of the Contract Documents; and
payments made in accordance with legal judgments against the Contractor resulting from such suits or claims and payments of settlements made with the Owner’s consent. However, such costs of legal defenses, judgments and settlements shall not be
included in the calculation of the Contractor’s Fee or subject to the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the last sentence of Section 3.17.1 of AIA Document A201-1997 or other provisions of the
Contract Documents, then they shall not be included in the Cost of the Work. 
 § 7.6.6 Data processing costs related to the Work. 
 § 7.6.7 Deposits lost for causes other than the Contractor’s negligence or failure to fulfill a specific responsibility to the Owner as set forth in the
Contract Documents. 
 § 7.6.8 Legal, mediation and arbitration costs, including attorneys’ fees, other than those arising from disputes
between the Owner and Contractor and its Subcontractors and Suppliers, reasonably incurred by the Contractor in the performance of the Work and with the Owner’s prior written approval; which approval shall not be unreasonably withheld.

 § 7.6.9 Expenses incurred in accordance with the Contractor’s standard personnel policy for relocation and temporary living allowances of
personnel required for the Work, if approved by the Owner. 
 7.6.10 Premiums for insurance required by the Contract Documents, except General Liability
insurance, which shall be paid as provided in 7.6.1 above, and insurance deductibles, other than for General Liability insurance, actually paid by the Contractor as a result of Project-specific claims. 
 7.6.11 The Cost of the Contractor’s General Conditions shall be Lump Sum (non-auditable) and are a cost of the work per Exhibit A. 
 7.6.12 The Cost of the Contractor’s Concrete Operations shall be Lump Sum (non-auditable). 
 7.6.13 The GMP includes a Contingency, the amount of which is set forth in Exhibit C – GMP Schedule of Values. The Contingency is intended to be used by the Contractor for increases in the Cost of the Work caused
by the following events (i) the re-allocation or transfer of Work from any Subcontractor, (ii) Cost of the Work items that are not specifically included in a line item set forth in Exhibit C – GMP Schedule of Values, (iii) gaps
in the buy-out of various trades, (iv) Contractor’s self-performed work, (v) escalation in cost of materials and labor, (vi) such other costs as the Owner and Contractor may agree (vii) non-identifiable trade damage and
(viii) overtime. The Contingency is not intended to fund Owner scope changes, added scope, allowance overages (allowances as defined in Exhibit D), drawing revisions or code upgrades to the existing facility. Notwithstanding anything contained
herein to the contrary, no contingency may increase the Cost of Work without prior written approval of Owner, not to be unreasonably withheld. 
  


							
	  
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 AIA Document A111TM
– 1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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 § 7.7 OTHER COSTS AND EMERGENCIES 
 § 7.7.1 Other costs incurred in the performance of the Work if and to the extent approved in advance in writing by the Owner. 
 § 7.7.2 Costs due to emergencies incurred 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 AIA Document A201-1997. 
 § 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the
Contractor, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Contractor and only to the extent that the cost of repair or correction is
not recoverable by the Contractor from insurance, sureties, Subcontractors or suppliers. 
 7.7.4 Notwithstanding anything contained herein to the contrary,
Contractor shall not bill Owner for any Cost of Work covered by or intended to be covered by the General Conditions, or concrete work self-performed by General Contractor. 
 ARTICLE 8 COSTS NOT TO BE REIMBURSED 
 § 8.1 The Cost of the Work shall not include: 
 § 8.1.1 Salaries and other compensation of the Contractor’s personnel stationed at the Contractor’s principal office or offices other than the site
office, except as specifically provided in Sections 7.2.2 and 7.2.3 or as may be provided in Article 14. 
 § 8.1.2 Expenses of the
Contractor’s principal office and offices other than the site office. 
 § 8.1.3 Overhead and general expenses, except as may be expressly
included in Article 7. 
 § 8.1.4 The Contractor’s capital expenses, including interest on the Contractor’s capital employed for the
Work. 
 § 8.1.5 Rental costs of machinery and equipment, except as specifically provided in Section 7.5.2. 
 § 8.1.6 Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence or failure to fulfill a specific responsibility of the
Contractor, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. 
 §
8.1.7 Any cost not specifically and expressly described in Article 7. 
 § 8.1.8 Costs, other than costs included in Change Orders approved
by the Owner, that would cause the Guaranteed Maximum Price to be exceeded. 
 ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS 
 § 9.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if (1) before making the payment, the Contractor included them
in an Application for Payment and received payment therefor from the Owner, or (2) the Owner has deposited funds with the Contractor with which to make payments; otherwise, cash discounts shall accrue to the Contractor. Trade discounts,
rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Contractor shall make provisions so that they can be secured. 
 § 9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 9.1 shall be credited to the Owner as a deduction from the Cost of the Work. 
 ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS 
 § 10.1
Those portions of the Work that the Contractor does not customarily perform with the Contractor’s own personnel shall be performed under subcontracts or by other appropriate agreements with the Contractor. The Owner may designate specific
persons or entities from which the Contractor shall obtain bids. The Contractor shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the Owner. The Owner
shall then determine, with the advice of the Contractor, which bids will be accepted. The Contractor shall not be required to contract with anyone to whom the Contractor has reasonable objection. 
  


							
	  
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 AIA Document A111TM
– 1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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 § 10.2 If a specific bidder among those whose bids are delivered by the Contractor to the Owner (1) is
recommended to the Owner by the Contractor; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner
requires that another bid be accepted, then the Contractor may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Contractor and the
amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. 
 § 10.3 Subcontracts or other
agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. 
 ARTICLE 11 ACCOUNTING RECORDS 
 The Contractor shall keep full and detailed accounts and exercise such controls as may
be necessary for proper financial management under this Contract, and the accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner’s accountants shall be afforded access to, and shall be permitted to audit and
copy, the Contractor’s records, books, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Contract, and the Contractor shall preserve these for a period of three
years after final payment, or for such longer period as may be required by law. 
 ARTICLE 12 PAYMENTS 
 § 12.1 PROGRESS PAYMENTS 
 § 12.1.1 Based upon
Applications for Payment submitted to the Owner by the Contractor., the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. 
 § 12.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: 
 § 12.1.3 Provided that an Application for Payment is received by the Owner not later than the 30th day of a month, the Owner shall make payment to the
Contractor not later than the 10th day of the next month. If an Application for Payment is received by the Owner after the application date fixed above, payment shall be made by the Owner not later than Fifteen (15) days after the Owner
receives the Application for Payment. 
 § 12.1.4 With each Application for Payment, the Contractor shall submit (a) the requisitions of
each of the Subcontractors (to the extent approved or modified by Contractor) for Work completed as of the end of the preceding month less applicable retention; (b) amounts payable for the lump sum Scheduled Values less applicable retention;
and (c) the Contractor’s fee, payrolls, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner to demonstrate that cash disbursements already made by the Contractor on account of the Cost
of the Work equal or exceed (1) progress payments already received by the Contractor; less (2) that portion of those payments attributable to the Contractor’s Fee; plus (3) payrolls for the period covered by the present
Application for Payment. 
 § 12.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the
Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Contractor’s Fee shall be shown as a single separate item.
The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the
Contractor’s Applications for Payment. 
 § 12.1.6 Applications for Payment shall show the percentage of completion of each portion of the
Work as of the end of the period covered by the Application for Payment. The percentage of 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 

  


							
	  
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– 1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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dividing (a) the expense that has actually been incurred by the Contractor on account of that portion of the Work for which the Contractor 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. 
 § 12.1.7 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 of 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 shall be included as provided in
Section 7.3.8 of AIA Document A201-1997; 

  

	 	.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 Contractor’s Fee, less retainage of Ten Percent (10%) for all scheduled values (except concrete) until the scheduled value is Ninety Percent (90%) complete, at
which time it will be reduced to Five Percent (5%). Retainage on the concrete scheduled value will be held at Five Percent (5%) until sixty (60) days after the tower has reached full height, at which time it will be reduced to Zero Percent
(0%). Upon reaching Substantial Completion, retainage for all scheduled values will be reduced to an amount equal to 150% of the outstanding punchlist until completion. The Contractor’s Fee shall be computed upon the Cost of the Work described
in the two preceding Clauses at the rate stated in Section 5.1.2 or, if the Contractor’s Fee is stated as a fixed sum in that Subparagraph, shall be an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work in the
two preceding Clauses 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 Contractor in the documentation required by Section 12.1.4 to substantiate prior Applications for Payment, or resulting from
errors subsequently discovered by the Owner’s accountants in such documentation; and 

  

	 	.6	subtract amounts, if any, for which the Owner has withheld as provided in Section 9.5 of AIA Document A201-1997. 

 § 12.1.8 Except with the Owner’s prior approval, payments to Subcontractors shall be subject to retainage of not less than Ten Percent (10%). The Owner
and the Contractor shall agree upon a mutually acceptable procedure for review and approval of payments and retention for Subcontractors. 
 §
12.1.9 In taking action on the Contractor’s Applications for Payment, the Owner shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor and shall not be deemed to represent that the Owner
has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 12.1.4 or other supporting data; that the Owner has made exhaustive or continuous on-site inspections or that the Owner
has made examinations to ascertain how or for what purposes the Contractor 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. 
 §12.2 FINAL PAYMENT 
 § 12.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when: 
  

	 	.1	the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201-1997, and to
satisfy other requirements, if any, which extend beyond final payment; and 

  


							
	  
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– 1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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	 	.2	a final Certificate for Payment has been approved by the Owner 

  

	 	.3	All liens, if any, have been fully released. 

 § 12.2.2
The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the Owner’s final Certificate for Payment, or as follows: 
 § 12.2.3 The Owner’s accountants will review and report in writing on the Contractor’s final accounting within 30 days after delivery of the final accounting to the Owner by the Contractor. Based
upon such Cost of the Work as the Owner’s accountants report to be substantiated by the Contractor’s final accounting, and provided the other conditions of Section 12.2.1 have been met, the Owner will, within seven days after receipt
of the written report of the Owner’s accountants, either issue a final Certificate for Payment with a copy to the Contractor, or notify the Contractor and Owner in writing of the Owner’s reasons for withholding a certificate as provided in
Section 9.5.1 of the AIA Document A201-1997. The time periods stated in this Section 12.2.3 supersede those stated in Section 9.4.1 of the AIA Document A201-1997. 
 § 12.2.4 If the Owner’s accountants report the Cost of the Work as substantiated by the Contractor’s final accounting to be less than claimed by the Contractor, the Contractor shall be entitled
to demand arbitration of the disputed amount without a further decision of the Architect. Such demand for arbitration shall be made by the Contractor within 30 days after the Contractor’s receipt of a copy of the Architect’s final
Certificate for Payment; failure to demand arbitration within this 30-day period shall result in the substantiated amount reported by the Owner’s accountants becoming binding on the Contractor. Pending a final resolution by arbitration, the
Owner shall pay the Contractor the amount certified in the Architect’s final Certificate for Payment. 
 § 12.2.5 If, subsequent to final
payment and at the Owner’s request, the Contractor incurs costs described in Article 7 and not excluded by Article 8 to correct defective or nonconforming Work, the Owner shall reimburse the Contractor such costs and the Contractor’s Fee
applicable 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 Contractor has participated in savings as provided in Section 5.2, 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 Contractor. 
 ARTICLE 13 TERMINATION OR SUSPENSION 
 § 13.1 The Contract may be terminated by the Contractor, or by the Owner for convenience,
as provided in Article 14 of AIA Document A201-1997. However, the amount to be paid to the Contractor under Section 14.1.3 of AIA Document A201-1997 shall not exceed the amount the Contractor would be entitled to receive under Section 13.2
below, plus the Contractor shall be entitled to a Contractor’s Fee for the cost of the Work not completed in an amount not to exceed $500,000 so long as the Contractor’s Fee does not exceed the amount otherwise payable to the Contractor
under the Contract had the work been completed. 
 § 13.2 The Contract may be terminated by the Owner for cause as provided in Article 14 of AIA
Document A201-1997. The amount, if any, to be paid to the Contractor under Section 14.2.4 of AIA Document A201-1997 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows: 
 § 13.2.1 Take the Cost of the Work incurred by the Contractor to the date of termination; 
 § 13.2.2 Add the Contractor’s Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1.2 or, if the Contractor’s Fee is stated as a fixed sum in
that Section, an amount that 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; and 
 § 13.2.3 Subtract the aggregate of previous payments made by the Owner. 
 § 13.3 To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments referred to in this Article
13, 

  


							
	  
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– 1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
	 	    10
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execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the
Contractor, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders. 
 § 13.4 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-1997; in such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in
Section 14.3.2 of AIA Document A201-1997 except that the term “profit” shall be understood to mean the Contractor’s Fee as described in Sections 5.1.2 and Section 6.4 of this Agreement. 
 ARTICLE 14 MISCELLANEOUS PROVISIONS 
 § 14.1 Where
reference is made in this Agreement to a provision AIA Document A201-1997 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. 
 § 14.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at
the legal rate prevailing from time to time at the place where the Project is located. 
 (Insert rate of interest agreed upon, if any.) 
 Eight percent (8%) 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.) 
 § 14.3 The Owner’s representative is: 
 (Name, address and other information.) 
 Jeff Cantwell 
 Landry’s Development, Inc. 
 1510 West Loop South 
 Houston, TX 77027 
 § 14.4 The Contractor’s representative is: 
 (Name,
address and other information.) 
 Blake Anderson 
 The PENTA
Building Group 
 181 E. Warm Springs Road 
 Las Vegas, NV 89119

 § 14.5 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days’ written notice to the other
party. 
 § 14.6 Other provisions: 
 The following
Exhibits are incorporated herein as a part of the Contract as if each such exhibit was set forth herein at length: 
  

			
	14.6.1	 	“A” – General Conditions
	14.6.2	 	“B” – Scope of Work – Inclusions / Exclusions / Clarifications
	14.6.3	 	“Bl” – Document of Differentiation
	14.6.4	 	“C” – Schedule of Values
	14.6.5	 	“D” – Allowances
	14.6.6	 	“E” – Alternates

  


							
	  
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– 1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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	 14.6.7
	  	“F” – Project Schedule
	 14.6.8
	  	“G” – Project Staff / Organizational Chart
	 14.6.9
	  	“G1” – Allowable Salaried Staff Chargeable to the Project
	 14.6.10
	  	“G2” – Contractor Wage Rates
	 14.6.11
	  	“H” – Drawing Log and Document Order of Precedence
	 14.6.12
	  	“I” – Contractor Owned Equipment and Associated Rates
	 14.6.13
	  	“J” – Lien Release Forms
	 14.6.14
	  	“K” – Preconstruction Agreement

 ARTICLE 15 ENUMERATION OF CONTRACT DOCUMENTS 
 § 15.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as follows: 
 § 15.1.1 The Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner and Contractor, AIA Document A111-1997. 
 § 15.1.2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction, AIA Document A201-1997. 
 § 15.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated         , and are as follows: 
  

					
	 Document
	  	 Title
	  	 Pages

	 N/A
	  		  	

 § 15.1.4 The Specifications are those contained in the Project Manual dated as in Section 15.1.3,
and are as follows: 
 (Either list the Specifications here or refer to an exhibit attached to this Agreement.) 
 Title of Specifications exhibit: N/A 
 (Table deleted) 
 § 15.1.5 The Drawings are as follows, and are dated          unless a different date is shown below: 
 (Either list the Drawings here or refer to an exhibit attached to this Agreement.) 
 Title of Drawings exhibit: Exhibit H 
 (Table deleted) 
 § 15.1.6 The Addenda, if any, are as follows: 
  

					
	 Number
	  	 Date
	  	 Pages

	 N/A
	  		  	

 Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding
requirements are also enumerated in this Article 15. 
 § 15.1.7 Other Documents, if any, forming part of the Contract Documents are as follows:

 (List here any additional documents, such as a list of alternates that are intended to form part of the Contract Documents. AIA Document A201-1997
provides that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders, sample forms and the Contractor’s bid are not part of the Contract Documents unless enumerated in this Agreement. They should be listed here
only if intended to be part of the Contract Documents.) 
 ARTICLE 16 INSURANCE AND BONDS 
 (List required limits of liability for insurance and bonds. AIA Document A201-1997 gives other specific requirements for insurance and bonds.) 
  

			
	Type of insurance	  	Limit of liability ($0.00)

  


							
	  
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– 1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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 This Agreement is entered into as of the day and year first written above and is executed in at least three original
copies, of which one is to be delivered to the Contractor, one to the Architect for use in the administration of the Contract, and the remainder to the Owner. 
  

			
	 


	    	 



	OWNER (Signature)	    	CONTRACTOR (Signature)
		
	Jeffrey Cantwell	    	Jeffrey H. Ehret
	 Sr. V.P. of Development
	    	 President

	(Printed name and title)	    	(Printed name and title)

  


							
	  
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– 1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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 Additions and Deletions Report for 
 AIA® Document A111TM – 1997 

This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document
in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. 
 Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document.
This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 08:18:41 on 05/01/2008. 
 PAGE 1 

 Golden Nugget Inc. 
 129 E. Fremont Street

 Las Vegas, NV 89101 
 ... 
 The PENTA Building Group, Inc., General Corporation 
 181 E. Warm
Springs Road 
 Las Vegas, NV 89119 
 702-614-1678

 702-614-3851 
 ... 
 Golden Nugget - Phase III Tower Expansion 
 129 E. Fremont Street

 Las Vegas, NV 89101 
 ... 
 Kirksey Architecture 
 6909 Portwest Drive 
 Houston, TX 77024 
 PAGE 2 
 The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior
to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated
herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than
Modifications, appears in Article 15. If anything in the other Contract Documents is inconsistent with this Agreement, this Agreement Exhibit “H” shall govern. 
 ... 
 Per Exhibit “F” – Commencement date is
4/7/08. 
 ... 
  


					
	  
 Additions and Deletions
Report for AIA Document A111TM – 1997. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for
resale.
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 § 4.3 The Contractor shall achieve Substantial Completion of the entire Work not later than 618 days
from the date of commencement, or as follows: 
 ... 
 Per Exhibit “F” – Completion date is 12/16/09. 
 ... 
 4.4 If completion and delivery of the Project shall be delayed beyond the Substantial Completion Date, or Extended Substantial Completion Date, it is agreed that Owner shall suffer damages which are difficult to
ascertain, and the parties hereby agrees that Owner shall sustain, and Contractor agrees to pay, liquidated damages in the amount of $10,000 for each calendar day that delivery is delayed beyond the Substantial Completion Date, or Extended
Substantial Completion Date, until such time that Contractor tenders delivery of the Project to the Owner in accordance with the Contract Documents. Owner’s right to such liquidated damages shall be Owner’s sole and exclusive remedy for
damages or loss due to late delivery of the Project, and Owner specifically waives all other rights or remedies at law or in equity therefore. 
 4.4.2 Additional bonus – Owner shall pay Contractor a bonus of $10,000 per calendar day, for every day that the Contractor completes the project prior to December 16, 2009. For purposes of the Bonus, completion of the Project
shall be considered to have occurred only when Owner has all 510 hotel rooms (so long as the Owner notifies Contractor prior to May 1, 2009 to build out and complete the additional 94 hotel rooms, otherwise all hotel rooms shall mean 416 hotel
rooms, plus any additional hotel rooms if any, the Owner has requested Contractor to build out prior to May 1, 2009), all back of house space, and public space completed per the Contract Documents and available for use and occupancy by the
general public. 
 PAGE 3 
 Four and a half percent
(4.5%) of the Cost of the Work. 
 5.1.3 For changes in the Work which have additional Cost, the Contractor shall charge a Rate (fixed and
non-auditable) equal to seven percent (7%) of the Cost of the Change Order for additional General Conditions related to the Change Order. The Contractor’s Fee for the Change Order shall be four and one half percent (4.5%) of the Cost
of the Change Order, plus the additional General Conditions. 
 5.1.4 When either the Contractor or an affiliate self-performs Work on the Project,
then such entity may charge a rate (fixed and non-auditable) equal to seven percent (7%) of the cost to perform such Work as consideration for Overhead associated with self-performed Work, which shall be charged in addition to Contractor’s
Fee. 
 ... 
 § 5.2.1 The sum of the
Cost of the Work and the Contractor’s Fee is guaranteed by the Contractor not to exceed ($ One Hundred Twenty One Million Nine Hundred Sixty Two Thousand Two Hundred Eighty Four Dollars ($121,962,284.00), subject to
additions and deductions by Change Order as provided in the Contract Documents. Such maximum sum 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 Contractor without reimbursement by the Owner. 
 ... 
 In the event that the Project is completed for less than the stated Guaranteed Maximum Price the Owner and Contractor will share the difference between the Guaranteed Maximum Price and the Actual Cost of the Work,
excluding the Fixed Price Components listed in Section 5.1.2, the proportion 75% to the Owner and 25% to the Contractor. 
 ...

  


					
	  
 Additions and Deletions
Report for AIA Document A111TM – 1997. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for
resale.
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 See attached Exhibit “E”, 
 PAGE 4 
 See attached Exhibit “D”. 
 ... 
 § 5.2.5 Assumptions, if any, on which the Guaranteed Maximum Price is
based-based, are as follows:  
 See attached Exhibit “B”. 
 ... 
 § 7.2.2 Wages or salaries of the Contractor’s
supervisory and administrative personnel when stationed at the site with the Owner’s approval written approval. Other than those included in Contractor’s Lump Sum General Conditions. See attached Exhibit G1
–Included in Contractor’s Lump Sum General Conditions. 
 PAGE 5 
 § 7.2.3 Wages and salaries of the Contractor’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. Included in Contractor’s Lump Sum General Conditions. 
 § 7.2.4 Costs paid or incurred by the Contractor 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 such costs are based on wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3. The Contractor’s burden
rates are set forth in Exhibit “G2” and are fixed for this contract and the component parts of such rates are not subject to audit. The Contractor’s burden rates are subject to change for tax increases, changes in Health Insurance
Premiums, and/or changes resulting from the expirations of field labor contracts. Included in Contractor’s Lump Sum General Conditions. 
 7.2.5
Cost of any and all overtime as required to maintain the Project schedule excluding overtime required due to acts of negligence of the Contractor or its Subcontractors or otherwise due to delay(s) caused by Contractor or its subcontractors. Overtime
due to no fault of the Contractor or its Subcontractors will be through contingency usage or an increase to the GMP if due to the Owner. 
 ...

 § 7.5.1 Costs, including transportation and storage, installation, maintenance, dismantling and removal of materials, supplies, temporary
facilities, machinery, equipment, and hand tools not customarily owned by construction workers, that are provided by the Contractor at the site and fully consumed in the performance of the Work; and cost (less salvage fair
market value) of such items if not fully consumed, whether sold to others or retained by the Contractor. Cost for items previously used by the Contractor shall mean fair market value. 
 ... 
 § 7.5.4 Costs of document reproductions, facsimile
transmissions and long-distance telephone calls, postage and parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office.charges. 
 § 7.5.5 That portion of the reasonable expenses of the Contractor’s personnel-incurred while traveling in discharge of duties connected with the
Work.Intentionally omitted. 
  


					
	  
 Additions and Deletions
Report for AIA Document A111TM – 1997. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for
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 PAGE 6 
 §
7.6.1 That portion of insurance and bond premiums that can be directly attributed to this Contract: premium can be directly attributable to this contract: General Liability insurance rates are fixed at 0.85%. 

... 
 § 7.6.3 Fees and assessments for the building permit
and for other permits, licenses and inspections for which the Contractor is required by the Contract Documents to pay. Governmental Fees (Water, Sanitation, etc.) and assessments for the Building Permits, Licenses, and Inspections are not
included within the cost of the GMP. 
 ... 
 § 7.6.8 Legal, mediation and arbitration costs, including attorneys’ fees, other than those arising from disputes between the Owner and Contractor, Contractor and its Subcontractors and Suppliers,
reasonably incurred by the Contractor in the performance of the Work and with the Owner’s prior written approval; which approval shall not be unreasonably withheld. 
 ... 
 7.6.10 Premiums for insurance required by the Contract Documents, except General Liability insurance, which
shall be paid as provided in 7.6.1 above, and insurance deductibles, other than for General Liability insurance, actually paid by the Contractor as a result of Project-specific claims. 
 7.6.11 The Cost of the Contractor’s General Conditions shall be Lump Sum (non-auditable) and are a cost of the work per Exhibit A. 
 7.6.12 The Cost of the Contractor’s Concrete Operations shall be Lump Sum (non-auditable). 
 7.6.13 The GMP includes a Contingency, the amount of which is set forth in Exhibit C – GMP Schedule of Values. The Contingency is intended to be used by the Contractor for increases in the Cost of the Work
caused by the following events (i) the re-allocation or transfer of Work from any Subcontractor, (ii) Cost of the Work items that are not specifically included in a line item set forth in Exhibit C – GMP Schedule of Values,
(iii) gaps in the buy-out of various trades, (iv) Contractor’s self-performed work, (v) escalation in cost of materials and labor, (vi) such other costs as the Owner and Contractor may agree (vii) non-identifiable trade
damage and (viii) overtime. The Contingency is not intended to fund Owner scope changes, added scope, allowance overages (allowances as defined in Exhibit D), drawing revisions or code upgrades to the existing facility. Notwithstanding anything
contained herein to the contrary, no contingency may increase the Cost of Work without prior written approval of Owner, not to be unreasonably withheld. 
 PAGE 7 
 7.7.4 Notwithstanding anything contained herein to the contrary. Contractor shall not bill Owner for any Cost of Work covered by
or intended to be covered by the General Conditions, or concrete work self-performed by General Contractor. 
 ... 
 § 10.1 Those portions of the Work that the Contractor does not customarily perform with the Contractor’s own personnel shall be performed under
subcontracts or by other appropriate agreements with the Contractor. The Owner may designate specific persons or entities from whom which the Contractor shall obtain bids. The Contractor shall obtain bids from Subcontractors
and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the Architects Owner. The Owner shall then determine, with the advice of the Contractor and-the
Architect, Contractor, which bids will be accepted. The Contractor shall not be required to contract with anyone to whom the Contractor has reasonable objection. 
  


					
	  
 Additions and Deletions
Report for AIA Document A111TM – 1997. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for
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 § 10.2 If a specific bidder among those whose bids are delivered by the Contractor to the
Architect Owner (1) is recommended to the Owner by the Contractor; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid that conforms to the requirements of the Contract Documents
without reservations or exceptions, but the Owner requires that another bid be accepted, then the Contractor may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity
recommended to the Owner by the Contractor and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. 
 PAGE 8 
 § 12.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for
Payment-issued by the Architect, Owner by the Contractor., the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. 
 ... 
 § 12.1.3 Provided that an Application for Payment is
received by the Architect Owner not later than the 30th day of a month, the Owner shall make payment to the Contractor not later than the 10th day of the next month. If an Application for Payment is
received by the Architect Owner after the application date fixed above, payment shall be made by the Owner not later than Fifteen (15) days after the Architect Owner receives the
Application for Payment. 
 § 12.1.4 With each Application for Payment, the Contractor shall submit payrolls; petty cash accounts,
(a) the requisitions of each of the Subcontractors (to the extent approved or modified by Contractor) for Work completed as of the end of the preceding month less applicable retention; (b) amounts payable for the lump sum Scheduled
Values less applicable retention; and (c) the Contractor’s fee, payrolls, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that cash
disbursements already made by the Contractor on account of the Cost of the Work equal or exceed (1) progress payments already received by the Contractor; less (2) that portion of those payments attributable to the Contractor’s Fee;
plus (3) payrolls for the period covered by the present Application for Payment. 
 PAGE 9 
  

	 	.3	add the Contractor’s Fee, less retainage of (    ).The Ten Percent (10%) for all scheduled values (except concrete) until the
scheduled value is Ninety Percent (90%) complete, at which time it will be reduced to Five Percent (5%). Retainage on the concrete scheduled value will be held at Five Percent (5%) until sixty (60) days after the tower has reached
full height, at which time it will be reduced to Zero Percent (0%). Upon reaching Substantial Completion, retainage for all scheduled values will be reduced to an amount equal to 150% of the outstanding punchlist until completion. The
Contractor’s Fee shall be computed upon the Cost of the Work described in the two preceding Clauses at the rate stated in Section 5.1.2 or, if the Contractor’s Fee is stated as a fixed sum in that Subparagraph, shall be an amount
that bears the same ratio to that fixed-sum fee as the Cost of the Work in the two preceding Clauses bears to a reasonable estimate of the probable Cost of the Work upon its completion; 

 ... 
  

	 	.6	subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment Owner has withheld as provided in
Section 9.5 of AIA Document A201-1997. 

 § 12.1.8 Except with the Owner’s prior approval, payments to Subcontractors
shall be subject to retainage of not less than Ten Percent (10%). The Owner and the Contractor shall agree upon a mutually acceptable procedure for review and approval of payments and retention for Subcontractors. 
 § 12.1.9 In taking action on the Contractor’s Applications for Payment, the Architect Owner shall be entitled to rely on the
accuracy and completeness of the information furnished by the Contractor and shall not be deemed to 

  


					
	  
 Additions and Deletions
Report for AIA Document A111TM – 1997. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for
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represent that the Architect Owner has made a detailed examination, audit or arithmetic verification of the
documentation submitted in accordance with Section 12.1.4 or other supporting data; that the Architect Owner has made exhaustive or continuous on-site inspections or that the Architect Owner has
made examinations to ascertain how or for what purposes the Contractor 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. 
 PAGE 10 
 .2 a final Certificate for Payment has been issued by the Architect.approved by the Owner 
 .3 All liens, if any, have been fully released. 
 § 12.2.2 The Owner’s final payment to the
Contractor shall be made no later than 30 days after the issuance of the Architect’s Owner’s final Certificate for Payment, or as follows; 
 § 12.2.3 The Owner’s accountants will review and report in writing on the Contractor’s final accounting within 30 days after delivery of the final accounting to the Architect
Owner by the Contractor. Based upon such Cost of the Work as the Owner’s accountants report to be substantiated by the Contractor’s final accounting, and provided the other conditions of Section 12.2.1 have been met,
the Architect Owner 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 Contractor, or
notify the Contractor and Owner in writing of the Architect’s Owner’s reasons for withholding a certificate as provided in Section 9.5.1 of the AIA Document A201-1997. The time periods stated in this
Section 12.2.3 supersede those stated in Section 9.4.1 of the AIA Document A201-1997. 
 ... 
 § 13.1 The Contract may be terminated by the Contractor, or by the Owner for convenience, as provided in Article 14 of AIA Document A201-1997. However, the
amount to be paid to the Contractor under Section 14.1.3 of AIA Document A201-1997 shall not exceed the amount the Contractor would be entitled to receive under Section 13.2 below, except that the Contractor’s Fee shall be
calculated as if the Work has been fully completed by the Contractor, including a reasonable estimate of the Cost of the Work for Work not actually plus the Contractor shall be entitled to a Contractor’s Fee for the cost of the Work
not completed in an amount not to exceed $500,000 so long as the Contractor’s Fee does not exceed the amount otherwise payable to the Contractor under the Contract had the work been completed. 
 ... 
 § 13.3 The Owner shall also pay the
Contractor fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 13.2.1.
To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments referred to in this Article 13, execute and
deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Contractor, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of
the Contractor under such subcontracts or purchase orders. 
 PAGE 11 
 Eight percent (8%) per annum 
 ... 
 Jeff Cantwell 
 Landry’s Development, Inc. 
 1510 West Loop South 
 Houston, TX 77027 
  


					
	  
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Report for AIA Document A111TM – 1997. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for
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 ... 
 Blake
Anderson 
 The PENTA Building Group 
 181 E. Warm
Springs Road 
 Las Vegas, NV 89119 
 ... 

 The following Exhibits are incorporated herein as a part of the Contract as if each such exhibit was set forth herein at length: 
  

			
	 14.6.1      “A” – General Conditions

	 14.6.2      “B” – Scope of Work – Inclusions / Exclusions /
Clarifications

	 14.6.3      “B1” – Document of Differentiation

	 14.6.4      “C” – Schedule of Values

	 14.6.5      “D” – Allowances

	 14.6.6      “E” – Alternates

	 14.6.7      “F” – Project Schedule

	 14.6.8      “G” – Project Staff / Organizational Chart

	 14.6.9      “Gl” – Allowable Salaried Staff Chargeable to the
Project

	 14.6.10    “G2” – Contractor Wage Rates

	 14.6.11    “H” – Drawing Log and Document Order of Precedence

	 14.6.12    “I” – Contractor Owned Equipment and Associated Rates

	 14.6.13    “J” – Lien Release Forms

	 14.6.14    “K” – Preconstruction Agreement


 PAGE 12 
 N/A 
 ... 
 Title of
Specifications exhibit:    N/A 
  

					
	 Section
	  	 Title
	  	 Pages


 ... 
 Title of Drawings exhibit: Exhibit H 
  

					
	 Number
	  	 Title
	  	 Date


 ... 
 N/A 
 PAGE 13 
 This Agreement is
entered into as of the day and year first written above.above and is executed in at least three original copies, of which one is to be delivered to the Contractor, one to the Architect for use in the administration of the
Contract, and the remainder to the Owner. 
 ... 
  

					
	 


	 		 	 



	Jeffrey Cantwell	 		 	 Jeffrey H. Ehret
 President

	Sr. V.P. of Development	 		 

  


					
	  
 Additions and Deletions
Report for AIA Document A111TM – 1997. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 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 08:18:41 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for
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 Certification of Document’s Authenticity 
 AIA® Document D401TM – 2003 
 I, Jeffrey H. Ehret, hereby certify, to the best
of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 08:18:41 on 05/01/2008 under Order No. 1000332674_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 A111TM – 1997 - Standard Form of Agreement
Between Owner and Contractor where the basis for payment is the COST OF THE WORK PLUS A FEE with a negotiated Guaranteed Maximum Price, as published by the AIA in its software, other than those additions and deletions shown in the associated
Additions and Deletions Report. 
  

	
	 



	(Signed)
	
	 President

	(Title)
	
	 5/14/08

	(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 08:18:41 on 05/01/2008 under Order No.1000332674_1 which expires on 12/3/2008, and is not for resale.
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	  	Document A201TM – 1997

 General Conditions of the Contract for Construction 
 for the following PROJECT: 
 (Name and location or address): 

 Golden Nugget Phase III Tower Expansion 
 129 E. Fremont Street

 Las Vegas, NV 89101 
 THE OWNER: 
 (Name and address): 
 Golden Nugget Inc. 
 129 E. Fremont Street 
 Las Vegas, NV 89101 
 THE ARCHITECT: 
 (Name and address): 
 Kirksey Architecture 
 6909 Portwest Drive 
 Houston, TX 77024 
 ADDITIONS AND DELETIONS: 
 The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions
and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added
necessary information and where the author has added to or deleted from the original AIA text. 
 This document has important legal consequences. Consultation
with an attorney is encouraged with respect to its completion or modification. 
 This document has been approved and endorsed by The Associated General
Contractors of America 
  

			
	TABLE OF ARTICLES
		
	1	  	 GENERAL PROVISIONS

		
	2	  	 OWNER

		
	3	  	 CONTRACTOR

		
	4	  	 ADMINISTRATION OF THE CONTRACT

		
	5	  	 SUBCONTRACTORS

		
	6	  	 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

		
	7	  	 CHANGES IN THE WORK

		
	8	  	 TIME

		
	9	  	 PAYMENTS AND COMPLETION

		
	10	  	 PROTECTION OF PERSONS AND PROPERTY

		
	11	  	 INSURANCE AND BONDS

		
	12	  	 UNCOVERING AND CORRECTION OF WORK

		
	13	  	 MISCELLANEOUS PROVISIONS

		
	14	  	TERMINATION OR SUSPENSION OF THE CONTRACT

  


							
	  
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     /    
	 	  
 AIA Document A201TM
– 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA® 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 08:19:54 on 05/01/2008 under Order No.1000332674_1 which expires on 12/3/2008, and is not for resale.
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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 
 Alt-risk Insurance 
 11.4.1.1 
 Applications for Payment 
 4.2.5, 7.3.8, 9.2, 93, 9.4, 9.5.1,
9.6.3, 9.7.1, 9.8.5, 9.10, 11.1.3, 14.2.4, 14.4.3 
 Approvals 
 2.4, 3.1.3, 3.5, 3.10.2, 3.12, 4.2.7, 9.3.2, 13.4.2, 13.5 
 Arbitration 
 4.3,3, 4.4, 4.5.1, 4.5.2, 4.6, 8.3.1, 9.7.1, 11.4.9, 11.4.10 
 Architect 
 4.1 
 Architect, Definition of 
 4.1.1 
 Architect, Extent of Authority 
 2.4, 3.12.7, 4.2, 4.3.6, 4.4, 5.2, 6.3, 7.1.2, 7.3.6, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.8.3, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4 
 Architect, Limitations of Authority and Responsibility 
 2.1.1, 3.3.3,
3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 4.4, 5.2.1, 7.4, 9.4.2, 9.6.4, 9.6.6 
 Architect’s
Additional Services and Expenses 
 2.4, 11.4.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4 
 Architect’s Administration of the Contract 
 3.1.3, 4.2, 4.3.4, 4.4, 9.4, 9.5 
 Architect’s Approvals 
 2.4, 3.1.3, 3.5.1, 3.10.2, 4.2.7 
 Architect’s Authority to Reject Work 
 3.5.1, 4.2.6, 12.1.2, 12.2.1

 Architect’s Copyright 
 1.6 
 Architect’s Decisions 
 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4,
4.4.1, 4.4.5, 4.4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4 
 Architect’s Inspections 

4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5 
 Architect’s
Instructions 
 3.2.3, 3.3.1, 4.2.6, 4.2.7, 4.2.8, 7.4.1, 12.1, 13.5.2 
 Architect’s Interpretations 
 4.2.11, 4.2.12, 4.3.6 
 Architect’s Project Representative 
 4.2.10 
 Architect’s Relationship with Contractor 
 1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.10, 3.11, 3.12, 3.16, 3.18,
4.1.2, 4.1.3, 4.2, 4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12, 13.4.2, 13.5 
 Architect’s Relationship with Subcontractors 
 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.4.7 
 Architect’s Representations 
 9.4.2, 9.5.1, 9.10.1 
 Architect’s Site Visits 
 4.2.2, 4.2.5, 4.2.9, 4.3.4, 9.4.2, 9.5.1,
9.9.2, 9.10.1, 13.5 
 Asbestos 
 10.3.1 
 Attorneys’ Fees 
 3.18.1, 9.10.2, 10.3.3 
 Award of Separate Contracts 
 6.1.1, 6.1.2 
 Award of Subcontracts and Other Contracts for Portions of the Work 
 5.2 
 Basic Definitions 
 1.1 

 Bidding Requirements 
 1.1.1, 1.1.7, 5.2.1, 11.5.1 

Boiler and Machinery Insurance 
 11.4.2 
 Bonds, Lien 
 9.10.2 
 Bonds, Performance, and Payment 
 7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5

 Building Permit 
 3.7.1 
 Capitalization 
 1.3 
 Certificate of Substantial Completion 
 9.8.3, 9.8.4, 9.8.5 

  


							
	  
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 AIA Document
A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
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 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 
 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, 
  


							
	  
 Init.    
  
     /    
	 	  
 AIA Document
A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
	 	    3
		 	User Notes:	 	(1535309594)	 	









 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 
 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

  


							
	  
 Init.    
  
     /    
	 	  
 AIA Document
A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
	 	    4
		 	User Notes:	 	(1535309594)	 	









 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 
 43.8, 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 
  


							
	  
 Init.    
  
     /    
	 	  
 AIA Document
A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
	 	    5
		 	User Notes:	 	(1535309594)	 	









 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 
  


							
	  
 Init.    
  
     /    
	 	  
 AIA Document
A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
	 	    6
		 	User Notes:	 	(1535309594)	 	









 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

 4.3.2, 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 
  


							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
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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 
  


							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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 Written Consent 
 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 
  


							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, 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. 
 § 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. 
  



							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
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 § 1.3 CAPITALIZATION 
 § 1.3.1 Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute
of Architects. 
 § 1.4 INTERPRETATION 
 §
1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such as “all” and “any” and articles such as “the” and “an,” but the fact that a modifier or an article is absent
from one statement and appears in another is not intended to affect the interpretation of either statement. 
 § 1.5 EXECUTION OF CONTRACT DOCUMENTS

 § 1.5.1 The Contract Documents shall be signed by the Owner and Contractor. 
 § 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 the Owner 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 Owner, 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 Owner’s, the Architect’s or Architect’s consultants’ copyrights or other reserved rights. 
 ARTICLE 2 OWNER 

 § 2.1 GENERAL 
 § 2.1.1 The Owner is
the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with
respect to all matters requiring the Owner’s approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term “Owner” means the Owner or the Owner’s authorized
representative. 
 § 2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request, information
necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic’s lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually
referred to as the site, and the Owner’s interest therein. 
 § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER 
 § 2.2.1 The Owner shall, at the written request of the Contractor, prior to commencement of the Work and thereafter, furnish to the Contractor reasonable
evidence that financial arrangements have been made to fulfill the Owner’s obligations under the Contract. Furnishing of such evidence shall be a condition precedent to commencement or 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. 
  


							
	  
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 AIA Document
A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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 § 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 five-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 two-day period. If the Contractor within such three-day period after receipt of such
second notice fails to commence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from
payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner’s expenses and compensation for the Architect’s additional services made necessary by such default, neglect or failure.
Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Owner. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to
the Owner. 
 ARTICLE 3 CONTRACTOR 
 § 3.1 GENERAL

 § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as
if singular in number. The term “Contractor” means the Contractor or the Contractor’s authorized representative. 
 § 3.1.2 The
Contractor shall perform the Work in accordance with the Contract Documents. 
 § 3.1.3 The Contractor shall not be relieved of obligations to
perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect’s administration of the Contract, or by tests, inspections or approvals required or performed by persons other than the
Contractor. 
 § 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR 
 § 3.2.1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall carefully study and compare the various
Drawings and other Contract Documents relative to that portion of the 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. 
  


							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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 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 and Owner, 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 and Owner. 
 § 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 or Owner. 
 § 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 Owner. 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 as approved by express written consent of Owner. 
 § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor’s employees, Subcontractors and their agents and
employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors. 
 §
3.3.3 The Contractor shall be responsible for inspection of all portions of Work under the contract 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 if required by Owner 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. Moreover, Owner has the right to disapprove any person that Owner deems unfit from working at the jobsite. 
  


							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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		 	User Notes:	 	(1535309594)	 	









 § 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, including all Work by Contractor and its subcontractors and sub-subcontractors, and all agents or employees will be of good quality and 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 (its subcontractors, agents, or employees), improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage of Owner. If required by the Architect, the
Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 
 § 3.6 TAXES 
 § 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor which are legally enacted when bids are
received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. 
 § 3.7 PERMITS, FEES AND NOTICES

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

 § 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public
authorities applicable to performance of the Work. 
 § 3.7.3 It is not the Contractor’s responsibility to ascertain that the Contract
Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly
notify the Architect and Owner in writing, and necessary changes shall be accomplished by appropriate Modification. 
 § 3.7.4 If the Contractor
performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect and Owner, the Contractor shall assume appropriate responsibility for such Work and shall bear the
costs attributable to correction. 
 § 3.8 ALLOWANCES 
 § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct,
but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. 
 § 3.8.2 Unless
otherwise provided in the Contract Documents: 
  

	 	.1	allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts;


  

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

  

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

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


							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
	 	    14
		 	User Notes:	 	(1535309594)	 	









 § 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 Owner’s approval, a
schedule of submittals which is coordinated with the Contractor’s construction schedule and allows the Owner 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 Owner and shall be delivered to the Architect and Owner upon completion of the Work. 
 § 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 
 § 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data
specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. 
 § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for
some portion of the Work. 
 § 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards
by which the Work will be judged. 
 § 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose
of their submittal is to demonstrate for those portions of the Work for which submittals are required by the Contract Documents the way by which the Contractor proposes to conform to the information given and the design concept expressed in the
Contract Documents. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals
which are not required by the Contract Documents may be returned by the Architect without action. 
 § 3.12.5 The Contractor shall review for
compliance with the Contract Documents, approve and submit to the Owner and 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 Owner without action.

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


							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
	 	    15
		 	User Notes:	 	(1535309594)	 	









 § 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 Owner’s or
Architect’s approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect and Owner in writing of such deviation at the time of submittal and (1) the Architect and
Owner have 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 and Owner’s approval thereof. Contractor shall be responsible to correct any defective work or unapproved deviations from the Contract
Documents as a result of Contractor’s error or negligence. 
 § 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 or Owner on previous submittals. In the absence of such written notice, the Owner’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 and Owner.
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 Owner 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. If Contractor knows, believes, or has
reason to know that performance or design criteria is wrong, Contractor shall promptly notify Owner and Architect in writing. 
 § 3.13 USE OF SITE

 § 3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and
shall not unreasonably encumber the site with materials or equipment. 
 § 3.14 CUTTING AND PATCHING 
 § 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly.

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

 


							
	  
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 AIA Document
A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
	 	    16
		 	User Notes:	 	(1535309594)	 	









 § 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 on a daily basis. At completion of the Work, the Contractor shall
remove from and about the Project waste materials, rubbish, the Contractor’s tools, construction equipment, machinery, surplus materials, project trailer, trash containers, porta-potties, etc. 
 § 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 the insurance coverage (including insufficient amounts to cover claims) required by Article 11, the Contractor shall indemnify and hold harmless the
Owner, Architect, Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the
Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent
acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party
indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 3.18. 
 § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly
or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the
Contractor or a Subcontractor under workers’ compensation acts, disability benefit acts or other employee benefit acts. 
 ARTICLE 4 ADMINISTRATION
OF THE CONTRACT 
 § 4.1 ARCHITECT 
 §
4.1.1 The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The
term “Architect” means the Architect or the Architect’s authorized representative. 
 § 4.1.2 Intentionally omitted 
 § 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a new 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 the Architect 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. 
  


							
	  
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 AIA Document
A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
	 	    17
		 	User Notes:	 	(1535309594)	 	









 § 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, 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 Owner will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. 
 § 4.2.6 The Architect will have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to
require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to
exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions
of the Work. 
 § 4.2.7 The Architect will review and approve or take other appropriate action upon the Contractor’s submittals such as Shop
Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect’s action will be taken with such reasonable
promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect’s professional judgment to permit adequate review. Review of such submittals is
not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the
responsibility of the Contractor as required by the Contract Documents. The Architect’s review of the Contractor’s submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Architect’s review
shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect’s approval of a specific item shall not
indicate approval of an assembly of which the item is a component. 
 § 4.2.8 The Architect may prepare Change Orders and Construction Change
Directives, and may authorize minor changes in the Work as provided in Section 7.4, as long as Owner signed off and approved same in writing. 
 § 4.2.9 The Architect or Owner 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. 
  


							
	  
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 AIA Document
A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
	 	    18
		 	User Notes:	 	(1535309594)	 	









 § 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 five (5) 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, and extension of time or other relief with respect to the terms of the Contract. The term “Claim” also includes other disputes and matters in question between the
Owner and Contractor arising out of or relating to the Contract. Claims must be initiated by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim. 
 § 4.3.2 Time Limits on Claims. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21
days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Claims 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 but for the claim, 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. No claim may be made for an increase in the Contract Sum without prior written approval from the Owner. Prior notice is not required for Claims
relating to an emergency endangering life or property arising under Section 10.6. Nevertheless, as soon as possible after the claim is incurred, Contractor must notify Owner in writing of the additional cost. 
  


							
	  
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 AIA Document
A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
	 	    19
		 	User Notes:	 	(1535309594)	 	









 § 4.3.6 If the Contractor believes additional cost is involved for reasons including but not limited to
(1) a written interpretation from the Owner, (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 Owner, (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. Moreover, the claim must be made
in writing within 21 days of the date when adverse weather conditions occurred, or shall be waived. 
 § 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. With the exception of willful negligence, the Contractor and Owner waive Claims against each other
for consequential damages arising out of or relating to this Contract. This mutual waiver includes: 
  

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

  

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

 This mutual waiver is applicable, without limitation, to
all consequential damages due to either party’s termination in accordance with Article 14. Nothing contained in this Section 4.3.10 shall be deemed to preclude an award of liquidated direct damages, when applicable, in accordance with the
requirements of the Contract Documents. 
 § 4.4 RESOLUTION OF CLAIMS AND DISPUTES 
 § 4.4.1 Decision of Owner. Claims, including those alleging an error or omission by the Owner but excluding those arising under Sections 10.3 through 10.5, shall be referred initially to the Owner for
decision. An initial decision by the Owner shall be required as a condition precedent to mediation, arbitration or litigation of all Claims between the Contractor and Owner arising prior to the date final payment is due, unless 30 days have passed
after the Claim has been referred to the Owner with no decision having been rendered. The Owner 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. 
  


							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
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 § 4.4.3 In evaluating Claims, the Owner 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 Owner in rendering a decision. 
 § 4.4.4 If the Owner
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
Owner when the response or supporting data will be furnished or advise the Owner that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Owner will either reject or approve the Claim in whole or in
part. 
 § 4.4.5 The Owner 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 Owner shall be final and binding on the parties but subject to mediation and arbitration. 
 § 4.4.6 When a written decision of the Owner states that (1) the decision is final but subject to mediation and arbitration and (2) a demand for
arbitration of a Claim covered by such decision must be made within 30 days after the date on which the party making the demand receives the final written decision, then failure to demand arbitration within said 30 days’ period shall result in
the Owner’s decision becoming final and binding upon the Owner and Contractor. 
 § 4.4.7 Upon receipt of a Claim against the Contractor or
at any time thereafter, 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 Owner may, but is not obligated to, notify
the surety and request the surety’s assistance in resolving the controversy. 
 § 4.4.8 If a Claim relates to or is the subject of a
mechanic’s lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the Claim by the Architect, by mediation or by arbitration. 
 § 4.5 MEDIATION 
 § 4.5.1 Any Claim arising out of or
related to the Contract, except Claims relating to aesthetic effect and except those waived as provided for in Sections 4.3.10, 9.10.4 and 9.10.5 shall, after initial decision by the Owner or 30 days after submission of the Claim to the Owner, be
subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. 
 § 4.5.2 The
parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect.
Request for mediation shall be filed in writing with the other party to the Contract and with the American Arbitration Association. The request may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall
proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 

§ 4.5.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is
located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 
 § 4.6 ARBITRATION 
 § 4.6.1 Any Claim arising out of or related to the Contract, except Claims
relating to aesthetic effect and except those waived as provided for in Sections 4.3.10, 9.10.4 and 9.10.5, shall, after decision by the Owner or 30 days after submission of the Claim to the Owner, be subject to arbitration. Prior to arbitration,
the parties shall endeavor to resolve disputes by mediation in accordance with the provisions of Section 4.5. 
 § 4.6.2 Claims not resolved
by mediation shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect. The demand for
arbitration shall be filed in writing with the other party to the Contract and with the American Arbitration Association, and a copy shall be filed with the Architect. 
  



							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
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 § 4.6.3 A demand for arbitration shall be made within the time limits specified in Sections 4.4.6 and 4.6.1
as applicable, and in other cases within a reasonable time after the Claim has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute
of limitations as determined pursuant to Section 13.7. 
 § 4.6.4 Limitation on Consolidation or Joinder. No arbitration arising out of or
relating to the Contract shall include, by consolidation or joinder or in any other manner, the Architect, the Architect’s employees or consultants, except by written consent containing specific reference to the Agreement and signed by the
Architect, Owner, Contractor and any other person or entity sought to be joined. No arbitration shall include, by consolidation or joinder or in any other manner, parties other than the Owner, Contractor, a separate contractor as described in
Article 6 and other persons substantially involved in a common question of fact or law whose presence is required if complete relief is to be accorded in arbitration. No person or entity other than the Owner, Contractor or a separate contractor as
described in Article 6 shall be included as an original third party or additional third party to an arbitration whose interest or responsibility is insubstantial. Consent to arbitration involving an additional person or entity shall not constitute
consent to arbitration of a Claim not described therein or with a person or entity not named or described therein. The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by
parties to the Agreement shall be specifically enforceable under applicable law in any court having jurisdiction thereof. 
 § 4.6.5 Claims and
Timely Assertion of Claims. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. 
 § 4.6.6 Judgment on Final Award. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with
applicable law in any court having jurisdiction thereof. 
 ARTICLE 5 SUBCONTRACTORS 
 § 5.1 DEFINITIONS 
 § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the
Contractor to perform a portion of the Work at the site. The term “Subcontractor” is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The
term “Subcontractor” does not include a separate contractor or subcontractors of a separate contractor. 
 § 5.1.2 A Sub-subcontractor
is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term “Sub-subcontractor” is referred to throughout the Contract Documents as if singular in number and means
a Sub-subcontractor or an authorized representative of the Sub-subcontractor. 
 § 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE
WORK 
 § 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after
award of the Contract, shall furnish in writing to the Owner 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 Owner will
promptly reply to the Contractor in writing stating whether or not the Owner, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner 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 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 has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner 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. 
  


							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
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 § 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner
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. Each subcontract agreement shall preserve and protect the rights of the Owner 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 actual cost resulting from the suspension. 
 ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 
 § 6.1 OWNER’S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS 
 § 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and to award separate contracts in connection with other portions of the
Project or other construction or Operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or
additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Section 4.3. 
 § 6.1.2
When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term “Contractor” in the Contract-Documents in each case shall mean the Contractor who executes each separate
Owner-Contractor Agreement. 
 § 6.1.3 The Owner shall provide for coordination of the activities of the Owner’s own forces and of each
separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Contractor shall
make any revisions to the construction schedule deemed necessary after a joint review and mutual 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. 
  


							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
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 § 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 Owner 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, and damage to the Work or defective construction of a separate contractor hired directly by Owner, or an affiliate of
the Owner (e.g. Golden Nugget), or its subcontractors, or sub-subcontractors, their agents or employees. 
 § 6.2.4 The Contractor shall promptly
remedy damage wrongfully caused by the Contractor, Subcontractors, Sub-subcontractors, their agents or employees to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5.

 § 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the
Contractor in Section 3.14. 
 § 6.3 OWNER’S RIGHT TO CLEAN UP 
 § 6.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from
waste materials and rubbish, the Owner may clean up and the Architect will allocate the cost among those responsible. 
 ARTICLE 7 CHANGES IN THE WORK

 § 7.1 GENERAL 
 § 7.1.1 Changes in
the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and
elsewhere in the Contract Documents. 
 § 7.1.2 A Change Order shall be based upon a written agreement among the Owner, Contractor and Architect;
a Construction Change Directive requires a written 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 only be issued by the Architect with Owner’s prior written
consent. 
 § 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 and signed by the Owner and Contractor, 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. 
  


							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
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 § 7.3 CONSTRUCTION CHANGE DIRECTIVES 
 § 7.3.1 A Construction Change Directive is a written order prepared by and signed by the Owner, 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 Owner of the Contractor’s agreement or disagreement with the method, if any, provided in the Construction
Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. 
 § 7.3.5 A Construction Change Directive signed
by the Contractor indicates the agreement of the Contractor therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order.

 § 7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the
adjustment shall be determined by the Architect on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, a reasonable allowance for overhead
and profit. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the
Contract Documents, costs for the purposes of this Section 7.3.6 shall be limited to the following: 
  

	 	.1	costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers’ compensation insurance;


  

	 	.2	costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; 

  

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

  

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

  

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

 § 7.3.7 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change which results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Owner.
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 Owner 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. 
  


							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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 § 7.3.9 When the Owner and Contractor agree with the determination made by the Owner 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, with Owner’s prior written approval, 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, so long as the Owner has given prior written consent. The Contractor shall carry out such written orders promptly. 
 7.5 Change Orders/Construction Change Directives – no work may be done or performed which will impact Contractor’s Contingency, Construction Time, or Contract
Sum without prior written approval by Jeff Cantwell or Tilman J. Fertitta. Jeff Cantwell may on behalf of the Owner approve any work up to $50,000. Any work over $50,000 must be approved by Tilman J. Fertitta. Owner shall not be responsible for any
Change Order or Construction Change Directive not approved by Jeff Cantwell or Tilman J. Fertitta in writing. 
 ARTICLE 8 TIME 
 § 8.1 DEFINITIONS 
 § 8.1.1 Unless otherwise provided,
Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. 
 § 8.1.2 The date of commencement of the Work is the date established in the Agreement. 
 § 8.1.3 The date of Substantial
Completion is the date certified by the Architect in accordance with Section 9.8. 
 § 8.1.4 The term “day” as used in the
Contract Documents shall mean calendar day unless otherwise specifically defined. 
 § 8.2 PROGRESS AND COMPLETION 
 § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract
Time is a reasonable period for performing the Work. 
 § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the
Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the
effective date of such insurance. Unless the date of commencement is established by the Contract Documents or a notice to proceed given by the Owner, the Contractor shall notify the Owner in writing not less than five days or other agreed period
before commencing the Work to permit the timely filing of mortgages, mechanic’s liens and other security interests. 
 § 8.2.3 The
Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. 
 § 8.3 DELAYS AND
EXTENSIONS OF TIME 
 § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the
Owner, or of an employee of, or of a separate contractor employed by the Owner, or by changes ordered in the Work as approved, 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 Owner 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.

  


							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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 § 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. 
 8.3.4 Contractor agrees that it will not honor the strike of any union employees working for Owner and will cause
its employees and all subcontractors to cross any strike picket line, contingent on the union employees of the Owner not establishing an illegal picket at the Contractor’s gates. 
 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 Owner 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 Owner may require. This schedule, unless objected to by the Owner, 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 Owner 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 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 Owner, but not yet included in Change Orders. 
 § 9.3.1.2 Such applications may not include requests for payment for portions of the Work for which the Contractor does not intend to pay to a Subcontractor or material supplier, unless such Work has been performed by others
whom the Contractor intends to pay. 
 § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of
materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location
agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner’s title to such materials and
equipment or otherwise protect the Owner’s interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. 
 § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The
Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor’s knowledge,
information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials
and equipment relating to the Work. 
 § 9.4 CERTIFICATES FOR PAYMENT 
 § 9.4.1 The Owner 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 Owner determines is properly due, or notify the Contractor and Owner in writing of the Owner’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 Owner, based on the Owner’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 Owner’s knowledge, information and belief, the quality of the Work is in 

  


							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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accordance with the Contract Documents, based solely upon the representations of the Contractor made in such application. 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 Owner. 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 Owner 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 Owner 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 Owner is unable to certify payment in the amount of the Application, the Owner will notify the Contractor and Owner as provided in
Section 9.4.1. If the Contractor and Owner cannot agree on a revised amount, the Owner will promptly issue a Certificate for Payment for the amount for which the Owner is able to verify. The Owner 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 Owner’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, so long as such amounts are consistent with this Contract and do not
exceed the Contract Sum. 
 § 9.6 PROGRESS PAYMENTS 
 § 9.6.1 After the Owner has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents. 
 § 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor’s portion of the Work,
the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement with each
Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner. 
 § 9.6.3 The Owner 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 Owner on account of portions of the Work done by such Subcontractor. 
 § 9.6.4 The Owner 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. 
  


							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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		 	User Notes:	 	(1535309594)	 	









 § 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,
however, Contractor agrees that all sums received on behalf of others shall be considered in constructive trust on their behalf. 
 §9.7 FAILURE OF
PAYMENT 
 § 9.7.1 If the Owner 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 Owner or awarded by arbitration, then the Contractor
may, upon seven additional days’ written notice to the Owner, 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 actual costs of shut-down, delay and start-up, 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 Owner 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 Owner will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Owner’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 Owner. In such case, the Contractor shall then submit a request for another inspection by the Owner to
determine Substantial Completion. 
 § 9.8.4 When the Work or designated portion thereof is substantially complete, the Owner will prepare a
Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix
the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless
otherwise provided in the Certificate of Substantial Completion. 
 § 9.8.5 The Certificate of Substantial Completion shall be submitted to the
Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall, after thirty (30) days, 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

  


							
	  
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 AIA Document
A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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 Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list
to the Owner 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. 
 § 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Contractor 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 Owner will promptly make such inspection and, when the Owner finds the Work acceptable under the Contract Documents and the Contract fully performed, the Owner will
promptly issue a final Certificate for Payment stating that to the best of the Owner’s knowledge, information and belief, and on the basis of the Owner’s on-site visits and inspections, the Work has been completed in accordance with terms
and conditions of the Contract Documents. The Owner’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
Owner (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 Owner so confirms, the Owner shall, upon application by the Contractor, and without terminating the Contract, make payment of the balance due for that portion of
the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the
balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor 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. 

  

	 	.4	defective or non-conforming work, unless previously accepted in writing by the Owner, and any warranties associated with the Work on the Project. 

 § 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. 
  


							
	  
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 AIA Document
A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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 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. 
 § 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 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 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. If the Contractor has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor has 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 
  


							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
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 Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of
the Contractor’s reasonable additional costs of shut-down, delay and start-up, which adjustments shall be accomplished as provided in Article 7. 
 § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect’s consultants and agents and employees of any of them from and against
claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death
as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than
the Work itself) and provided that such damage, loss or expense is not due to the sole negligence of a party seeking indemnity, provided that Contractor notified Owner pursuant to Section 10.3.1. 
 § 10.4 The Owner shall not be responsible under Section 10.3 for materials and substances brought to the site by the Contractor, its subcontractors,
employees, and agents. 
 § 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 Contractor shall provide the Owner written notification of potential or pending costs and the Owner shall indemnify the Contractor
for all cost and expense thereby incurred. 
 § 10.6 EMERGENCIES 
 § 10.6.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor’s discretion, to prevent threatened damage, injury or loss. Additional compensation or
extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Section 4.3 and Article 7. 
 ARTICLE 11
INSURANCE AND BONDS 
 § 11.1 CONTRACTOR’S LIABILITY INSURANCE 
 § 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the
Contractor from claims set forth below which may arise out of or result from the Contractor’s operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor
or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: 
  

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

  

	 	.2	claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor’s employees; 

  

	 	.3	claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor’s employees; 

  

	 	.4	claims for damages insured by usual personal injury liability coverage; 

  

	 	.5	claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; 

  

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

  

	 	.7	claims for bodily injury or property damage arising out of completed operations; and 

  

	 	.8	claims involving contractual liability insurance applicable to the Contractor’s obligations under Section 3.18. 

 § 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required
by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from date of commencement of the Work until date of final payment and termination of any coverage
required to be maintained after final payment. 
 § 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior
to commencement of the Work. These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days’
prior written notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force after 

  


							
	  
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A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
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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 The Owner shall purchase and maintain, in a company or companies lawfully authorized to
do business in the jurisdiction in which the Project is located property insurance written on a builder’s risk “all-risk” or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract
modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis. In the event of a claim arising from Contractor or its subcontractors or sub-subcontractors,
or any of their employees or agents negligence, Contractor shall be responsible for any deductible not to exceed $25,000. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing
by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this
Section 11.4 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub-subcontractors in the Project. 
 §11.4.1.1 Property insurance shall be on an “all-risk” or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical
loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, 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 Owner’s and Architect’s and Contractor’s services and expenses required as a result of such insured loss. 
 §11.4.1.2 Intentionally omitted. 
 § 11.4.1.3
Intentionally omitted. 
 § 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. 
  


							
	  
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 AIA Document
A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
	 	    33
		 	User Notes:	 	(1535309594)	 	









 § 11.4.2 Boiler and Machinery Insurance. The Owner, at it’s option, may 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, if purchased, 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 Intentionally omitted. 
 § 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, the Owner shall waive all rights in accordance with the terms of Section 11.4.7 for damages caused by fire or other causes of loss covered
by this separate property insurance. All separate policies shall provide this waiver of subrogation by endorsement or otherwise. 
 § 11.4.6
Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Section 11.4. Each policy shall contain all generally applicable conditions, definitions,
exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days’ prior written notice has been
given to the Contractor. 
 § 11.4.7 Waivers of Subrogation. The Owner and Contractor waive all rights against (1) each other and any of
their subcontractors, sub-subcontractors, agents and employees, each of the other., for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.4 or other property
insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The 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 Intentionally omitted. 
 § 11.4.9 Intentionally omitted. 
 § 11.4.10 Intentionally omitted. 
 § 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 Owner’s request or to requirements specifically expressed in the Contract Documents, it
must, if required in writing by the Owner, be uncovered for the Owner’s examination and be replaced at the Contractor’s expense without change in the Contract Time. 
  


							
	  
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	 	AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976,
1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under
Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    34
		 	User Notes:	 	(1535309594)	 	









 § 12.1.2 If a portion of the Work has been covered which the Architect has not specifically requested to
examine prior to it’s being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate
Change Order, be at the Owner’s expense. If such Work is not in accordance with the Contract Documents, correction shall be at the Contractor’s expense unless the condition was caused by the Owner or a separate contractor in which event
the Owner shall be responsible for payment of such costs. 
 § 12.2 CORRECTION OF WORK 
 § 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION 
 §
12.2.1.1 The Contractor shall promptly correct Work rejected by the Owner 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 Owner’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. Notwithstanding the foregoing, Owner must
notify Contractor of any latent defect within 30 days of discovery; but in no event may a claim for breach of warranty for a latent defect be made after ten (10) years from the date of substantial completion. 
 § 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, so long as the corrective work corrects the defective or non-conforming work. 
 § 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, nor does it limit the correction of non-conforming work discovered after one year. 
 § 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. 
  


							
	  
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	 	AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976,
1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under
Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    35
		 	User Notes:	 	(1535309594)	 	









 ARTICLE 13 MISCELLANEOUS PROVISIONS 
 § 13.1 GOVERNING LAW 
 § 13.1.1 The Contract shall be governed by the law of the place where the
Project is located. 
 § 13.2 SUCCESSORS AND ASSIGNS 
 § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other
party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If
either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. 
 § 13.2.2 The Owner may assign the Contractor to another party, provided the Assignee assumes all obligations of the Contract and provides adequate evidence of project specific funding. The Contractor may
terminate the Contract in the event the Assignee does not assume all obligations of the Contract or provided adequate evidence of project specific funding. 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 bylaw. 
 § 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 Owner timely notice of when and where tests and inspections are to be made so that the Owner 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 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 Owner will 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 Owner of when and where tests and inspections are to be made so that the Owner 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. 
  


							
	  
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	 	AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976,
1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under
Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    36
		 	User Notes:	 	(1535309594)	 	









 § 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 Owner. 
 § 13.5.5 If the Owner is to observe tests, inspections
or approvals required by the Contract Documents, the Owner will do so promptly and, where practicable, at the normal place of testing. 
 § 13.5.6
Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 
 § 13.6
INTEREST 
 § 13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate as the
parties may agree upon in writing or, in the absence thereof, at the rate of no more than eight percent (8%) per annum from time to time at the place where the Project is located. 
 § 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD 
 § 13.7.1 As between the Owner and Contractor:

  

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

  

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

  

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

 ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 
 § 14.1 TERMINATION BY THE CONTRACTOR 
 § 14.1.1 The Contractor may terminate the Contract if the Work
is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect
contract with the Contractor, for any of the following reasons: 
  

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

  

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

  

	 	.3	because the Owner 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 after any period of cure contained herein; 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. 
  


							
	  
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	 	AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976,
1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under
Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    37
		 	User Notes:	 	(1535309594)	 	









 § 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, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable
overhead, profit and damages, as of the date work on the project ceased. 
 § 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, or persistently or repeatedly does non-conforming or poor quality work;


  

	 	.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, 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, 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, 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. 
  


							
	  
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	 	AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976,
1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under
Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    38
		 	User Notes:	 	(1535309594)	 	









 § 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner’s convenience,
the Contractor shall: 
  

	 	.1	cease operations as directed by the Owner in the notice; 

  

	 	.2	take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and 

  

	 	.3	except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no
further subcontracts and purchase orders. 

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


							
	  
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	 	AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976,
1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this
AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:19:54 on 05/01/2008 under
Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    39
		 	User Notes:	 	(1535309594)	 	









 Additions and Deletions Report for 
 AIA® Document A201TM – 1997 

This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document
in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. 
 Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA
document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 08:19:54 on 05/01/2008. 
 PAGE
1 
 Golden Nugget Phase III Tower Expansion 
 129
E. Fremont Street 
 Las Vegas, NV 89101 
 ...

 Golden Nugget Inc. 
 129 E. Fremont Street 

 Las Vegas, NV 89101 
 ... 
 Kirksey Architecture 
 6909 Portwest Drive 
 Houston, TX 77024 
 PAGE 11 
 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. 
 PAGE 12 
 § 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. 
 ... 
 § 1.6.1 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 the Owner 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, Owner, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Architect and the 
  



					
	Additions and Deletions Report for AlA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AlA® 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 AlA software at 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    1
	User Notes:	 	(1535309594)	 	









 
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 Owner’s, the Architect’s or Architect’s consultants’ copyrights or other reserved rights. 
 PAGE 13 
 § 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and
fails within a seven day five-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 two-day period. If the Contractor within such three-day period after receipt of such second notice fails to commence and continue to
correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the
reasonable cost of correcting such deficiencies, including Owner’s expenses and compensation for the Architect’s additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the
Contractor are both subject to prior approval of the Architect Owner. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner.

 PAGE 14 
 § 3.2.2 Any design errors or
omissions noted by the Contractor during this review shall be reported promptly to the Architect, Architect and Owner, 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 Architects and Owner. 
 § 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 Architect or Owner. 
 ... 
 § 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 

  


					
	Additions and Deletions Report for AlA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961,
1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AlA® 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 AlA software at 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    2
	User Notes:	 	(1535309594)	 	









 
Architect. Owner. 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. damage as approved by express written consent of Owner. 
 ... 
 § 3.3.3 The Contractor shall be responsible for
inspection of all portions of Work under the contract already performed to determine that such portions are in proper condition to receive subsequent Work. 
 ... 
 § 3.4.2 The Contractor may make substitutions only with the consent of the Owner, after
evaluation by the Architect if required by Owner 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. Moreover, Owner has the
right to disapprove any person that Owner deems unfit from working at the jobsite. 
 PAGE 15 
 § 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, including all Work by Contractor and its subcontractors and sub-subcontractors, and all agents or employees will be of good quality and 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, Contractor (its subcontractors, agents, or employees), improper or
insufficient maintenance, improper operation, or normal wear and tear and normal usage. usage of Owner. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials
and equipment. 
 PAGE 16 
 § 3.10.2 The
Contractor shall prepare and keep current, for the Architect’s Owner’s approval, a schedule of submittals which is coordinated with the Contractor’s construction schedule and allows the
Architect Owner reasonable time to review submittals. 
 ... 
 § 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 Owner and shall be delivered to
the Architect for submittal to the and Owner upon completion of the Work. 
 ... 
 § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Owner and 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 Owner without action. 
  


					
	Additions and Deletions Report for AlA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AlA® 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 AlA software at 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    3
	User Notes:	 	(1535309594)	 	









 PAGE 17 
 §
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 Owner’s or Architect’s approval
of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect and Owner in writing of such deviation at the time of submittal and (1) the Architect has and
Owner have 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 and Owner’s approval thereof. Contractor shall be responsible to correct any defective work or unapproved
deviations from the Contract Documents as a result of Contractor’s error or negligence. 
 § 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 or Owner on previous submittals. In the absence of such written notice the
Architect’s notice, the Owner’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 professionals written approval when submitted to the Architect. Architect and Owner. 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
Owner 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. If Contractor knows, believes, or has reason to know that performance or design criteria is wrong, Contractor shall
promptly notify Owner and Architect in writing. 
 PAGE 18 
 § 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. Contract on a daily
basis. 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. machinery, surplus
materials, project trailer, trash containers, porta-potties, etc.. 
 ... 
 § 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 insurance coverage (including insufficient amounts to cover claims) required by Article 11, the Contractor shall indemnify and hold harmless the Owner, Architect,
Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work, provided that
such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of
the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such
obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 3.18. 
  


					
	Additions and Deletions Report for AlA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AlA® 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 AlA software at 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    4
	User Notes:	 	(1535309594)	 	









 ... 
 §
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. Intentionally omitted 
 § 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 Architects.. 
 ... 
 § 4.2.1 The Architect will provide
administration of the Contract as described in the Contract Documents, and the Architect 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. 
 PAGE 19 
 § 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 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 Owner will review
and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. 
 ... 
 § 4.2.8 The Architect will may prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work
as provided in Section 7.4.7.4, as long as Owner signed off and approved same in writing. 
 § 4.2.9 The Architect or
Owner 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. 
 PAGE 20 
 § 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 five (5) days after written request is made for them. 
 ... 
 § 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, and extension of time or other relief with respect to the terms of 

  


					
	Additions and Deletions Report for AlA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AlA® 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 AlA software at 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    5
	User Notes:	 	(1535309594)	 	









 
the Contract. The term “Claim” also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to
the Contract. Claims must be initiated by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim. 
 ...

 § 4.3.3 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 but for the claim, the Owner shall continue to make payments in accordance with the Contract Documents. 
 ... 
 § 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. No claim may be made for an increase in the Contract Sum without prior written approval
from the Owner. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.6. Nevertheless, as soon as possible after the claim is incurred. Contractor must notify Owner in
writing of the additional cost. 
 § 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, Owner, (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, Owner, (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. 
 PAGE 21 
 § 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. Moreover, the claim must be made in writing within 21 days of the date when adverse weather conditions occurred, or shall be waived. 
 ... 
 § 4.3.10 Claims for Consequential Damages. The With the exception of willful
negligence, the Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes: 
 ... 
 § 4.4.1 Decision of Architect. Owner. Claims, including those alleging
an error or omission by the Architect Owner but excluding those arising under Sections 10.3 through 10.5, shall be referred initially to the Architect Owner for decision. An initial decision by the
Architect Owner shall be required as a condition precedent to mediation, arbitration or litigation of all Claims between the Contractor and Owner arising prior to the date final payment is due, unless 30 days have passed
after the Claim has been referred to the Architect Owner with no decision having been rendered by the Architect. The Architect rendered. The Owner will not decide disputes between the Contractor and
persons or entities other than the Owner. 
 PAGE 22 
 § 4.4.3 In evaluating Claims, the Architect Owner 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.Owner in rendering a decision. 
 § 4.4.4 If the Architect Owner 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 
  


					
	Additions and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 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 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    6
	User Notes:	 	(1535309594)	 	









 
the requested supporting data, advise the Architect Owner when the response or supporting data will be furnished or advise the
Architect Owner that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Architect Owner will either reject or approve the Claim in whole or in part.

 § 4.4.5 The Architect Owner 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 Owner shall be final and binding on the parties but subject to mediation and
arbitration. 
 § 4.4.6 When a written decision of the Architect Owner states that (1) the decision is final but
subject to mediation and arbitration and (2) a demand for arbitration of a Claim covered by such decision must be made within 30 days after the date on which the party making the demand receives the final written decision, then failure to
demand arbitration within said 30 days’ period shall result in the Architect’s Owner’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. 
 ... 
 § 4.5.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those waived as provided for in Sections 4.3.10, 9.10.4 and 9.10.5 shall, after initial decision by the
Architect Owner or 30 days after submission of the Claim to the Architect, Owner, be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by
either party. 
 ... 
 § 4.6.1 Any Claim
arising out of or related to the Contract, except Claims relating to aesthetic effect and except those waived as provided for in Sections 4.3.10, 9.10.4 and 9.10.5, shall, after decision by the Architect Owner or 30 days
after submission of the Claim to the Architect, Owner, be subject to arbitration. Prior to arbitration, the parties shall endeavor to resolve disputes by mediation in accordance with the provisions of Section 4.5.

 PAGE 23 
 § 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 Owner will promptly reply to the Contractor in writing stating whether or not the
Owner or the Architect, Owner, 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. 
  


					
	Additions and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 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 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    7
	User Notes:	 	(1535309594)	 	









 § 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. 
 PAGE 24 
 § 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. Owner. 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.

 ... 
 § 5.4.2 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 actual cost resulting from the suspension. 
 PAGE 25 
 § 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 Owner 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, and damage to the Work or defective construction of a separate contractor.contractor hired directly by Owner, or an affiliate
of the Owner (e.g. Golden Nugget), or its subcontractors, or sub-subcontractors, their agents or employees. 
 § 6.2.4 The Contractor shall
promptly remedy damage wrongfully caused by the Contractor Contractor, Subcontractors. Sub-subcontractors, their agents or employees to completed or partially completed construction or to property of the Owner or separate
contractors as provided in Section 10.2.5. 
 ... 
 § 7.1.2 A Change Order shall be based upon a written agreement among the Owner, Contractor and Architect; a Construction Change Directive requires a written 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 only be issued by the Architect alone.with Owner’s prior written consent. 
 ... 
  


					
	Additions and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 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 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    8
	User Notes:	 	(1535309594)	 	









 § 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the
Owner, Contractor and Architect, Owner and Contractor, stating their agreement upon all of the following: 
 PAGE 26

 § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and
Architect, Owner, 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. 
 ... 
 § 7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed
with the change in the Work involved and advise the Architect Owner 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. 
 ... 
 § 7.3.7 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.
Owner. 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
Owner 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 Owner 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. 
 PAGE 27 
 § 7.4.1 The Architect will Architect, with Owner’s prior written approval, 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. Contractor, so long as the Owner
has given prior written consent. The Contractor shall carry out such written orders promptly. 
 7.5 Change Orders/Construction Change Directives
– no work may be done or performed which will impact Contractor’s Contingency, Construction Time, or Contract Sum without prior written approval by Jeff Cantwell or Tilman J. Fertitta. Jeff Cantwell may on behalf of the Owner approve any
work up to $50,000. Any work over $50,000 must be approved by Tilman J. Fertitta. Owner shall not be responsible for any Change Order or Construction Change Directive not approved by Jeff Cantwell or Tilman J. Fertitta in writing. 
 ... 
 § 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, Owner, or of an employee of either, of, or of a separate contractor employed by the Owner, or by changes
ordered in the Work, Work as approved, 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 Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine.

  


					
	Additions and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 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 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    9
	User Notes:	 	(1535309594)	 	









 PAGE 28 
 8.3.4
Contractor agrees that it will not honor the strike of any union employees working for Owner and will cause its employees and all subcontractors to cross any strike picket line, contingent on the union employees of the Owner not establishing an
illegal picket at the Contractor’s gates. 
 ... 
 § 9.2.1 Before the first Application for Payment, the Contractor shall submit to the Architect Owner 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 Owner may require. This schedule, unless objected to by the Architect, Owner, shall be used as a basis for reviewing the Contractor’s
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 Owner 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, Owner, but not yet included in Change Orders. 
 ... 
 § 9.4.1 The Architect Owner 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 Owner determines is properly due, or notify the Contractor and
Owner in writing of the Architect’s Owner’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 Owner’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 Owner’s knowledge, information and belief,
the quality of the Work is in accordance with the Contract Documents. Documents, based solely upon the representations of the Contractor made in such application. 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. Owner. 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 Owner 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. 
 PAGE 29 

§ 9.5.1 The Architect Owner 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 Owner is unable to certify payment in the amount of the Application, the

  


					
	Additions and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 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 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    10
	User Notes:	 	(1535309594)	 	









 
Architect Owner will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect
Owner cannot agree on a revised amount, the Architect Owner 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 Owner is able to verify. The Owner 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 Owner’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: 
 ... 
 § 9.5.2 When the
above reasons for withholding certification are removed, certification will be made for amounts previously withheld.withheld, so long as such amounts are consistent with this Contract and do not exceed the Contract Sum.

 ... 
 § 9.6.1 After the
Architect Owner 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.Documents.

 ... 
 § 9.6.3 The Architect
Owner 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 The Owner 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. 
 PAGE 30 
 § 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. however, Contractor agrees that all sums received on behalf of others shall be considered in
constructive trust on their behalf. 
 ... 
 § 9.7.1 If the Architect Owner 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 Owner or awarded by arbitration, then the Contractor may, upon seven additional
days’ written notice to the Owner and Architect, Owner, 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 actual costs of shut-down, delay and start-up, plus interest as provided for in the Contract Documents. 
 ... 
 § 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 Owner 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. 
  


					
	Additions and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 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 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    11
	User Notes:	 	(1535309594)	 	









 § 9.8.3 Upon receipt of the Contractor’s list, the Architect Owner will make an
inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect’s Owner’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. Owner. In such case, the Contractor shall then submit a request for another inspection by the Architect Owner to determine
Substantial Completion. 
 § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect Owner
will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and
insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or
designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. 
 § 9.8.5 The Certificate of Substantial
Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall shall, after
thirty (30) days, 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. 
 ... 
 § 9.9.1 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 Owner 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.Contractor. 
 § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect
Owner and Contractor 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. 
 PAGE 31 
 § 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 Owner will promptly make such inspection and, when the Architect Owner finds the Work acceptable under the Contract
Documents and the Contract fully performed, the Architect Owner will promptly issue a final Certificate for Payment stating that to the best of the Architect’s Owner’s knowledge, information
and belief, and on the basis of the Architect’s Owner’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 Documents. The Owner’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 Owner (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 
  


					
	Additions and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 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 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    12
	User Notes:	 	(1535309594)	 	









 
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 Owner so confirms, the Owner shall, upon application by the Contractor and certification by the Architect.
Contractor, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage
stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the
Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 
 ... 
 .4 defective or non-conforming
work, unless previously accepted in writing by the Owner, and any warranties associated with the Work on the Project. 
 PAGE 32 
 § 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 has
no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. The Contract Time shall be extended appropriately and the Contract Sum
shall be increased in the amount of the Contractor’s reasonable additional costs of shut-down, delay and start-up, which adjustments shall be accomplished as provided in Article 7. 
 § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect’s consultants and agents and employees of any of them
from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily
injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible
property (other than the Work itself) and provided that such damage, loss or expense is not due to the sole negligence of a party seeking indemnity indemnity, provided that Contractor notified Owner pursuant to Section
10.3.1. 
  


					
	Additions and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 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 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    13
	User Notes:	 	(1535309594)	 	









 § 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. Contractor, its subcontractors, employees, and agents. 
 § 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 Contractor shall provide the Owner written notification of potential or pending costs and the Owner shall indemnify the Contractor for all cost and expense thereby incurred. 
 PAGE 34 
 § 11.4.1 Unless otherwise provided, the
The Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder’s risk “all-risk” or
equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost
basis without optional deductibles, basis. In the event of a claim arising from Contractor or its subcontractors or sub-subcontractors, or any of their employees or agents negligence. Contractor shall be responsible for any
deductible not to exceed $25.000. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final
payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.4 to be covered, whichever is later. This insurance shall include
interests of the Owner, the Contractor, Subcontractors and Sub-subcontractors in the Project. 
 § 11.4.1.1 Property insurance shall be on an
“all-risk” or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious
mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable
compensation for Owner’s and 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.
Intentionally omitted. 
 § 11.4.1.3 If the property insurance requires deductibles, the Owner shall pay costs not
covered because of such deductibles. Intentionally omitted. 
 PAGE 35 
 § 11.4.2 Boiler and Machinery Insurance. The Owner shall Owner, at it’s option, may 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 insurance, if purchased, shall include interests of the Owner, Contractor,
Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds. 
 ... 
 § 11.4.4 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. Intentionally omitted. 
  


					
	Additions and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 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 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    14
	User Notes:	 	(1535309594)	 	









 § 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 ether than those
insuring the Project during the construction period, the Owner shall waive all rights in accordance with the terms of Section 11.4.7 for damages caused by fire or other causes of loss covered by this separate property insurance. All
separate policies shall provide this waiver of subrogation by endorsement or otherwise. 
 ... 
 § 11.4.7 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, other.,
for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.4 or other property insurance applicable to the Work, except such rights as they have to proceeds of such
insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect’s consultants, separate contractors described in Article 6, if any and the subcontractors, sub-subcontractors,
agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by
endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or
indirectly, and whether or not the person or entity had an insurable interest in the property damaged. 
 § 11.4.8 A loss insured under
Owner’s property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of
Section 11.4.10. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make
payments to their Sub subcontractors in similar manner. Intentionally omitted. 
 § 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 ease 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. Intentionally omitted. 
 § 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. Intentionally omitted. 
 ... 
 § 12.1.1 If a portion of the Work is covered contrary to the Architect’s Owner’s request or to requirements specifically expressed in the Contract Documents, it must, if
required in writing by the Architect. Owner, be uncovered for the Architect’s Owner’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
it’s 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. 
  


					
	Additions and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 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 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    15
	User Notes:	 	(1535309594)	 	









 PAGE 36 
 §
12.2.1.1 The Contractor shall promptly correct Work rejected by the Architect Owner 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 Owner’s services and expenses made
necessary thereby, shall be at the Contractor’s expense. 
 ... 
 § 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. Notwithstanding the foregoing, Owner must notify Contractor of any latent defect within 30 days of discovery, but in no event may a claim for breach of warranty for a latent defect be made after ten (10) years from the date
of substantial completion. 
 ... 
 §
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, so long as the corrective work corrects the defective or
non-conforming work. 
 ... 
 § 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 Work, nor does it
limit the correction of non-conforming work discovered after one year. 
 PAGE 37 
 § 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. may assign the Contractor to another party, provided the Assignee assumes all obligations of the Contract and provides adequate evidence of project specific funding.
The Contractor may terminate the Contract in the event the Assignee does not assume all obligations of the Contract or provided adequate evidence of project specific funding. The Contractor shall execute all consents reasonably required to
facilitate such assignment. 
 ... 
 §
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. 

 


					
	Additions and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 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 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    16
	User Notes:	 	(1535309594)	 	









 
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 Owner timely notice of when and where tests and
inspections are to be made so that the Architect Owner 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, Owner will 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 Owner of when and where tests and inspections are to be made so that the
Architect Owner 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, 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 Owner. 
 § 13.5.5 If the Architect Owner is to observe
tests, inspections or approvals required by the Contract Documents, the Architect Owner will do so promptly and, where practicable, at the normal place of testing. 
 PAGE 38 
 § 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 rate of no more than eight percent (8%) per
annum from time to time at the place where the Project is located. 
 ... 
  

	 	.3	because the Architect Owner 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; Documents after any period of cure contained herein; or


 PAGE 39 
 § 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, Owner, terminate the Contract and recover from the Owner payment for Work
executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable overhead, profit and damages damages, as of the date work on the project ceased.

 ... 
  

	 	.1	persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials;materials, or persistently or repeatedly does
non-conforming or poor quality work: 

 ... 
 § 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: 
  


					
	Additions and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 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 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    17
	User Notes:	 	(1535309594)	 	









 ... 
 §
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. 
  


					
	Additions and Deletions Report for AIA Document A201TM – 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958,
1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and 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 08:19:54
on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.	 	    18
	User Notes:	 	(1535309594)	 	









 Certification of Document’s Authenticity 
 AIA® Document D401TM – 2003 

I, Jeffrey H. Ehret, hereby certify, to the best of my knowledge, information and belief, that I created the
attached final document simultaneously with its associated Additions and Deletions Report and this certification at 08:19:54 on 05/01/2008 under Order No. 1000332674_l from AIA Contract Documents software and that in preparing the attached
final document I made no changes to the original text of AIA® Document A20ITM – 1997. General Conditions of the Contract for Construction, as published by the AIA in its software,
other than those additions and deletions shown in the associated Additions and Deletions Report. 
  

	
	 



	(Signed)
	
	 President

	(Title)
	
	 5/14/08

	(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 08:19:54 on 05/01/2008 under Order No. 1000332674_1 which expires on 12/3/2008, and is not for resale.
	 	    1
		 	User Notes:	 	(1535309594)