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C-1 • Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services AIA Document B141 -'1997 1997 Edition - Electronic Format "Reis domntatt leas inytortant Ieoi Consultation With 'kit attorney is mcouragod %vitt rs�prxt to it -e Fvutlthtiot or rtwtfiliemiaa. Alil'llYNTICMION OF THIS E1]:C."FR(7N1CALLY IIRAF'il'sl) AIA I)(.)CUNCENT MiAY IM: M ADE IIY tPSINC+ AIA IIUCIPNfliN I' kk1G1, CopyrigJri 1917, 1926, 1948, 1951. 1951, 1958, 1961, 1963. 1966, 1967, 147th 1974, 1971, 1987, eM 997 by lite Anasicmt htui(trie of iVelutmis. Repruitu fiat of the material humin or substantial quuUtiot of its provisions without writtat portllimiou urlfiv,UA vivlatm the wmTiOit Inas oftlie ('ni(W Statex anJ will subjoxt dw %iolator to 1 W11 prosecution. TABLE OF ARTICLES 1.1 INITIAL INFORMATION 1.2 RESPONSIBILITIES OF THE PARTIES 1.3 TERMS AND CONDITIONS 1.A SCOPE. OF SERVICES AND OTHER SPEC4AL TERMS ANIS CONDITIONS 1.5 COMPENSATION AGREEMENT made as of the _ _ (Jay of in the year Two thousand (11, xvrds, rridtcare day. ownlh rend )'eor) BETWEEN the (honer:. (,'Jame, address and other rttfvrnwiron) Board of Counly Commissioners Indian River ('oYAtY 1840 2- 5111 Street Vero Beach I L 32'960 and the Architect: AIA I>()CUNt1 NJ' a141 -STANDARD FORM A0141.IiNUfN'1' - I!Y)7 I-A)I 'ION - AIA - CUl'YItICIIT 1997 . 11 U-' AMERICAN IN81111r11; OV ARUI11'1"L'C' S, 1735 NEW YORK. Avl`NlW N.W., WXNAIIN( TON, D.C. 20006.5292. IVARNINQ tWi"wisotl ph,tlon rpyingrinlaeusI1.8. wpvrittl laws and %vilI Subjovtthe violamr legal prox+uiioo this dtxssnunt wu dodr nicotly pnrduwd with ptsvniR ion alalic AIA and utn Ito Fept lured %Vithout viulnti,at until die +late of expiration rex nut w1 below. 1.lcctrouit:Format R14E-1997 Uscr Doclancni: V11-- 711112t11H1. A]A License; Namlx:r 104600. which expires on 116f2tH)I -- Page #1 4a 4 (Name, address and other information) Dow }iowell Gilmore Associates. Inc. 491 hlorlhpoiat Purlmiy West Palm Beach, FL, 33407 For the fallowing Project: flnduda detailed descnpliun of Proyecl) 'Main Lihrarv. Addition and Remodeling, Vero Beach, Florida The Owner and Architect agree as follows ARTICLE 1.1 INITIAL INFORMATION 1.1.1 This.Agreement-i5-blts�e-fallotiYing-anterinutienttitdd-Isssu+lllations— (Nate lira disposition for the falluhttng Items by inserting rhe requested informua4n or a statement such as "aot applicable," "nnhnuwn at oma of ffecullon" or "to be determined later by mutual ugreemenl. 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: (ldenftfy or describe, ifoppropriate. proposed use or goals.) Refer to Exhibit One dated 6 lime 2040, 1.1.2.2 The physical parameters are: (Idanttfy or desertbe, rfappropriate, sire, location, dtmenstans, or other pertinent InJ4rnralion, such as geotechnical reports about lire si1e4 The exisli ng faciliW and site wj hin five 5 feet of the existing and expanded stricture. 4.1.2.3 The (Avnces Program is. (Idenhfy� dunrmentatron or $1410 lite manner In which rife progrom will he developed) Expansion of Chil n's Area Florida History aald Genealo�v. onlarecment of reference a,nd enclosure ofS.yisting terrace along with buildjnR upgrades as identified in Exhibit One. _ EiLoZpms,Muestcri lay Owner will be dcvclo lir the Architect through a series of meetings with library staff and libraq advisory_ board. 1.1.2.4 The legal parametersarc: (ldenfffy pernuent legal Infrrretaaon. tncltnlmg, rfopp uprwle, land sun eys and legal descriptions and resincitons of the sire.) Onmq ►will sutmiv as -built survey�of existing site and a_leggi description for same, 1.1.2.5 The Financial parameters are as follows. .1 Amount of the Owner's overall budget for the Project, including the Architect's compensation, is: 52.181 800. .2 Amount of the Chvner's budget for the Cost of tlic Work, excluding the Architect's compensation, is: 51.730 (") 1.1.2.6 The time parameters are: (ldenlify, if rrppropriale, milestone dales. durations or fast frac)[ schadulinx.J No time_pgranicters have been established as yet._ The Architect will sablish a'writtcn timetable follo'wjng complclion of the y1raPJamming phase. 1.1,2,7 The proposed procurement or delivery method for the Project is: (identify method such as compean m, bid, negofraled contract, ar canslnu•hon management.) Competitive bid usinggcneral contractors licensed and bonded in State of_Morida. 1.1.2.8 Other parameters are: (ldenrify spacial csaraciertsim or needs ofthe Prujact such as enargy, L'llViraanteltfttl or historic prefeNafrun requirements.l Starmwater manaecmonl is exp to generally be aecent:tblr lisr propnse4 cxpansion and the need fur a+iy ufF street parkin& Lo m 13fiaccd through the use of excess parkjli Wee S found in the parkin l .figadacccnt t bold the MainLibrary and Courthouse. 1.1.3 PROJECT TFa4M AFA 1Wt %fi'N ' 13141 -STANDARD FORK{ AIRF V.N(HNI' - 1997 lil)rr1t1N - AJA - COPYR10111' 1997 -TIFF ANWRICAN INS 1111 iIT' OF ARC'11NICTS, 1733 NLW YORK AVEM]F3 N.W., WA,SI IINOON, t).C.. 2(YJW5292- WARNING: rhtliw sed pbvty ,pyutg %'ulnas t I.S. Wpyrir}tt laws arvd will suhjed the vialaseu Icgal prou"Aiun. °1111% &msrn nl was elueaswtiW ily Inudismd wink prrnp sai,n of the AIA and nut lit: npnsluwd witlttM viuldim tonil the data of eytirdion as noted helow. 1sleciranic F'umi111 13141-""'7 User User Document: 'VH -- 7/11120M. IIA License Number 1046011, which expires an II6121H)l a Page 02 i i 111.3.1 The Owner's Designated Representative is: (Ltrt name, addrass and other informanan) Mr. Thomas Frame. Dircctor of General Services, Indian River Count}, Florida. 1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative if anj, Who are required by Owner- to review the Architect's submittals to the 0%mer are: 001st name, address and other trrformalion.) 1.1.3.3 The Owner's other consultants and contractors I"f anv are:. (List discipline and, ifknoxn, idenlify� thein by name and address.) 1.1.3,4 The Architect's Designated Representalive is: (List name, address and niher informmlan.) Mr. James Howell, AIA, President, 1.1.3.5 The consultants retained at the Architect's expense are: (List discipline and, afknown, ldenrify� thein byname and addmssJ Mechanical Electrical & Piumbing Engineer_ johnson, Levinson, Slider, Davila, Inc_ 1800 Australian Avenue. Soul i, uitc 301 �- West Palm Beach, Florida 33409 Civil En! ncncer __r - Masteller & Moler, Inc. 2265 14th Avenue V ,r2 Beach Florida 32960 Structural Engineers _O`Donnell, Naccarato k Mignoi;rla, Inc, _ 321 15th Street, Suite 20tS West Palm Beach, Florida 33401 Landscape Architect Urban Resource Group 6012 IM Strect, Suitc 400 Vero Bg4gh `lorida 32960 1.1.4 Oflier-intponant-itlitiiii-infomultion-is: 1.1.6 When the services under this Agreement includ'c contract administration services, the General Conditions of the Contract for Construction shall be the 1997 edition of AIA Document A201 curfolat ns of-4lte dilate of ll}is Agreement yr t}� fallews as modiFicd a cnnw of which modified AIA Docwncnt A20 isatlachc4 as Exhibit A: 1.1.6 Tile-iraftmmation—em"ned -in -this -Artiole 44 -salty -be -ro asontaW -Felied -upon -by 4he -9wner -and-Areltil+eel -in- detowAning-the "r„z^hftee's ce pensation-.-Bah •pnriies Aiewvev r, -recognize -that-sneh4nfnrraaetion-ntny-change-aand,4n4-kill, evenl,r Ilse Ownerfintke Arckiteet-shall -negolince-npprop+ute aatijustanuaatsanaedult� caaupoaasntion tattc#hatnge itFSer�s i n-aeoordanc-ewitk�larl,agrtlpll-1:3:3: ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES 1.21 -The 4lwnor -and -the -Architect -shall cooperate -with -one-aanotiter -to -fulfill -their respective-obligatiorrs -under -this- Agreentent @etlt tai#iatssharkl-endeavortvatwiariniaagood o lltgrelarfionsllips-amongnkl-niembers-nfVwPxgjeet-tetany. 1.2.2 OWNER 1.2.2.1 Unless otherwise provided under this Agrecmcni, the Other shall COMIC with the Architect and Provide suchtiutal�+ AIA DOCLlAAM' H141 -STANDARD FORM AURlX.N1VNFr - 1997 I?IMION - ALA - COPYRICa1l'r 17'YI -'I112 AM` RICAN IN° rrr"nv..l1F Alm lli ci*s, 1735 NEW YORK AVI NI I1: N.W. WAS011N('r rift). Me- 20W6.3242. WARNINIUl I?nlivmasd rhiA, a,Pying wivlaaw I F.S. tXvytido UWA and will wNoa the violator legal l T(WAXx im. 7hiu doouni all wail cluinrtiitnlly peodatvd with pe mimim orlhe AIA and can he rtyn%JU0A without vio aioa unlit Wa dale orcwpuation a noted IX -10W. Him ironic Formal Biyi-1997 User DOCatlle11V V11 -- M UNN, AIA lacena e Number 104600. wilimh ctipiws on 11612001 -- Page 43 • • in orntation asuta be r sonahly nes�ssary_ for the Architect to perform Architect's services, lrrovide— till4nfartrtltliort-ins timelynurttner r ing-regtriroitieatts-for-and-] imilntious-on4he42ro*C44te-Owner-shall--air+fish-10-the-Arohilecl:-wit hia45- dltys tiic ip�f writiett retlitesl-inlnrttsution-neeassttry laird relewitH for-tiva-Araltitesl toLwal" iwe notieeefor-enforee lion rights. 1.2.2.2 The Owncr shall establish and periodically update the budget for alae Project, including that portion allocated for the Cost of tho Work, lcttotly4 heo�entlibiiid Tien of alae l�iidgokitllrisutesf foF-tke-C-est4 the-Work-;.w-c-otttingeneies4noktded-in-!lie•overall-budget-or-a-poFfion-af4he-blthou44be-sgreemenl of 4he-Areltite�ek-te-n-ettrrespottd'titg-eltnftge�n-lite-Ffajeot-sc+itpc,iiitd-ctuitFi#Y- 1.2.2.3 The Owner's Designated Rcprescn1a1ivc identified in Paragraph 1.1.3 shall re present the owner. be-ati1h0ffaod-iowet- ort-the,Owaees-behalf with respect to the Project. The (Nvner or the 0wner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid u nrca suitable delay in (lie orderly and sequential progress of the Architect's services - 1.2,2A The Owner shall furnish the services of consultants other than those designated in Paragraph 1. 13 or authorize the Architect to furnish (trent as a Change ill Services when such services are requested by the Architect and are reasonably rQqttired by the scope of the Project. 1.2.2.5 Unless otherwise provided in this Agreement. the Owner shall furnish tests. inspections and reports required by law or the Contract Documents. such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. 1.2.2,6 The Owner shall furnish all legal, insurance and accounting services. including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. 1.2.2.7 While the Owner has no affirmative duty to become aware of sante, tate The Owner shail provide prompt written notice to the Architect if the Olvner becomes aware of any (tall or defect in lite PreJeet, including any errors, omissions or i nconsislencies in the Architect's4ost-fuments-of- wiee drawings sax cificalions or other c cuments. 1.2.3 ARCHITECT 1,2.3.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated harem and in those documents enu_merkko in Article IA. 'The Architect shall be resnonsrblc for the Arch_iteet's negligent cels and omissions, 1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent wi11t professional skill and care and the orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which initially shall be consistent with the time periods established in Subparagraph 1.1.2.6 and which shall may be adjusted, if necessary, and throw l no fault of the Architect as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Oiwnces consultants- if any, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owncr shrill not, except for reasonable cause, be exceeded by the Architect or Owner. 1.2.3.3 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's behalf with respect to the Project. 1.2.3.4 The Architect shall maintain the confidentiality of information spevifically designated as confidential by the Owner, unless withholding such information would violate the law, create the risk of significant hurni to the public or prevent the Architect from establishing a claim or defense in in adjudicaiclTy prUel Ain,g. The Architect shall require of the Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner. 1.2.3.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any AtA 17)(MAtl:rrr lnat•srvaayntttr rtlRNt AORFFbn?Nr - tmr7 tau t3tt�r . ,win -tart}vuunsr 1947 -'rllr f: tar nttl:l A&WRICAN IMSMISrtn'lriC S. 1735 NEW YORK AVENIIt.N.w.,wANIUNYTUN, IXC. 2Qae1,-5212WARNIN(il4rliut=:lalni,arytgVolat 11.8MTyii&law,mid "Al wirjeaatreNiotdw teal pmmcvriunl rix axuttuan wax Jt�r,ali,4lly pitxk ad with i nriwm rrrthe AIA avid � he wrno klcud wdhotd Violation wild the +tate rrr wVimti,m a.1 nAed waw. Electronic Format RI 11-L997 User Deeltnlenl; V11. 7111/20HRI. AIA I acvtiw Numller MUM. which uxpims on IINI Hll -- Rage 94 s • egtployment, interest or contribution that would reasonably appear to compromise the Archilecl's professional judgment with respeci to this project. 1,2.3.6 The Architect shall review laws, codes, and regulations applicable to the Architucl's services. The Architect shall respond in the design of the Project to requirements imposcd by governmental authorities having jurisdiction over the Project. 1.2.3.7 The Architect shall be entitled to rely on lite accuracy and completeness of services and information furnished by the Owner. Whilclite Architect lras uo affirmative d� 10 Archbecome aware of same, The Architect shall provide prompt Written notice to the Owner irihe ilcct becomes aware of any errors.. omissions or inconsistencies in such services or in tornn4tion, ARTICLE 1.3 TERMS AND CONDITIONS 1.3,1 COST OF THE WORit 1.3.1.1 'rhe cost or the Work shall be the iota[ cost or. to the extent the Project is not completed, the cslimalcd coal to the Owner of all elements of lite Project designed or specified by the Architect - 1.3.1.2 The Cost of the Work shall include flue clad at current market rales or labor and materials furnished by the Owner and equipment designed, specified. selected or specialty provided for by the Architect. including talc costs of management or supervision of construction or installation provided by a separate construction manager or contractor, plus a reasonable allowance for their overhead and profit. In addition, a reasonable allowance Cor contingencies shall be inchided for market conditions at the time orbidding and for changes in the Work. 1 '3.1.3 'rbc cost or tic Work does not include talc compensation of the Architect and the Architect's consuhanis. the costs of the land, rights-of-way and financing or other costs that are the responsibility of the Owner. 1.3.2 INSTRUMENTS OF SERVICE 1.3.2.1 Drawings, specifications and other documents, including; those in electronic term, prepared by the Architect and the Architect's consultants are IrfAFument5-oF8mice for use solely with respect to this projccI. Tlie-Arehilect -and °the-A€ohikWA eori.St1 Bents-s+4a}t-[t�c�med-ttae•n+lt[+ors-und�+wners-eFlhei r-respeciive-lust n+n+cr+ls-uf-Servie�• und�l+u[ l-reiuir4-til l-scr+n++tan-}nw; stt t4+lety�nd�t} erred righ4 rt8}riling cefryEit t+ts.•- ARY other use shall be at the Chvnces sole risk and without liabiii(S- to the Arcititcct or the Architect's consultants. Unless fhvner f its hcreundcr l0 P -a yArchitect therefor. Chvner shall be loaned Ike ownor of such drawinMijpgqEications and ollicr,.documents and sluall hvvc and rclltin all rights thercin,- In the:. event vner is adiud to have fa[l hcreun r t�o"y Arcllilect.tor such drawings, srxxifications or other doenrne its owncrshi thcrcof and all rights therein, shall revert to the Architect. 1.3.2.2 then-"ecutiou -ef -this -AtrC meDO - `the -Arehitiact -grams -to -the -Owner +a -r+ rex ieluslve -license -to-tepraduee -ti Arehiteet's-lttstrumencs-of-gerviee -solely -fer-purposes-Of constructitig; -using -mW im4intuming t[sa lTrej[ t rrutiided Iltnt the QwF4er lie#I coniplYiwitht t+Ih obligatierts; inehuding prvn+pl puynioni of aU-sts ns-wlwn-du4:.-u+ider-this-Agreeliient-Tiie-Atc-hileel ali-obtain-sin ler-mie telirsive-licew,es frc+ni ti+a Architeet5 C4+F4S441tnni5 fE9ns15t01i1-wlth lhi5 A rCk nterH A+t t@riniklntk Dir•t3f this-Agreement-prioF40-completirrn•of4tw-Frojeet-shall-terniinale-4his 1i47e++s+t-t3poi such terns r4ntiott {he �,.T„c, �..ttt - an sh froma+tnking-fur{het' repra3duetic+list+f=lnsir++i++eels•of-$ervice-nn4hsi4nli�eturn-l[rt1K5 Arts3litect-wikh'sn se�vCn•dat'S-t4}-terminutlni+ ill-aEfgi+++tls ural-repradueti4tns-it4-the-Uwtuzr3 poss�essi4+rrer�ontro}-lFand 4rpott-tie dote-ti+o-AreltitEei-is+idjudged i++tief+4u[i of lh4is A};reeniarri tate fare},wing license shalt soli doenued terfniatated and replaced hy++-sec0++41; nont)reh4+5ive lieens4i Pe+3itit{ing the - I YValOE -tEl-a4ilt4ElriJ.e -f+lhi@r'°5ilnllnriy '6r6d4nt4n1Cd ii4151 +�+i fi4tlC:'s51Ct4ral5 -{ll-rpprUd4+{;47 -ani[:-wS4cre-penuitle4l -tiy -lux; -lu make- c-h44nger,-correeiions-or-t4dditiwA-to-th+e-Instmmenls-of-servioe semy for -purposes -nr.00mptetiul,--++sing-and-nmintaining-the Frc+je +, 1.3.2.3 £xeept ferlte het++ Ha gr4lkitC[i in utih7h+ofegraplt �3e2 �s�4W UtI+Cr IIC@ltsH AE riglFth+itt hie 41L'Ctn4!+�ntntEd k3tn#p14 +n+der-kl+is-F.groetnent.-Tl4e f3w'tteE shaN�l4ot-assign, clelegttle; s4+bticeuse: ple4igeasFett►er►vi� tr++usF4�r any-tice+rse grt+rtted•lierei+4- tu,unother-party-widiout-the-prior -written•agreemot of-the-Arehite& t{owever, ihe-UwnerAiall-be permitted -to outhoAve-411e. €'antrtteto l+uhev+ilcae{er -8uh s lbzMt+tetors-and-nwleFiat•er ituip+itat+t a}itiEieEs to +eprudaee aplitit++lile }xirtit3ns-tiI'iltet tr4striLme++ts-of-f�es�iriee nlrprapriute-lo-nnd-fer�esu•in-th4~SroseetAiot+ ot-llt4+-Work-by-lioeuse-gra�ted-in �tlbpnulgrepi-1-�2-2- AIA L1Ui.t1i4+liNr 111.51-S1A'NMW) FUitAi AGRI All Nl - 1917 VDI IIUl AIA Uk"11416111 1997 -1111'. "4AUCRl"'kN ItiNSUI U ur AR1 11111 -VIS. 1735 NC.W YORK AW N ni N w . WASIUN(N t N 1).(. 211iNIe,.5112 �.l'ARNINf a; r kili�.rry rt phutimVt tngvielmt NUS" timid w ill u6i xt Ric nnlator Ice,l igrawAyfliin. aloin dooltral was I'TAmai %F01 pnmi ei'm ar the ,V A mid aur tie, r VrWW-1A W KIN' R vielatum unlit the "o nl Vildiut U nttm 1wl(nv. tihx;Uonic Forniat LI4 + i-1997 User Document V4 -- 7111124KII). AIA Liccltsc: Nuntlxr 10411M. which expinas on IIL !21Ht1 -- [','go 05 40 C -I Syb ssien or ii5trihttlion f 6ntiltrirrt 4-SeMee 40 atieel -(il+eiul -ragullit€cry-fequiretneols -or -fur-initlnl-Purpos s in- eenriedion-will-the-Project-is -Rut 4©-4e-otlastrued-ns-publicatiun-initerayttiun ir!'tMa raserved iglus cif -lite Architeei and -the- Areltitec��flatlwiitattts: =l'{ie 9wrior�ltall-trot-use•Phe-lnstnimenis•vf�rviee�'er-fttturc;-a�idirfans-or-nitemtiuns-to-this-I�t�eet� fer-other-prajecis,unless (he -ownK-Obtains-r"ioF- written -agreement of-the-Archiw-i-and-th©-Any- nttntitharized-uwwaf the -Inst ruments•ofServieeAtoll -be-art-the-Owners-sole -risk-and-without -liability+-to-the-Architect-arid-the Arehitest's•consultunt5--- 1.3.2.4 Ftrior to t7r�Areltiteetrttvidingvthe Awner aey lrrstrumuilisttf Service in•itleclronic fer+tt-ur ' �..:4. providing t+t the-Arehitect-any -elecirofio-dntn -for -incorporation -into the -Instruments •of-Service;-4he -Owner •and4h®-AMhJte0-6111111-by- sop11aarte�wrincrr-agreentent�et-forrh�lte-speol#`rs ealxlitioits-gov+zrnint;rho-fasritnt-of�uslt-lnstitrrite+its-uf-�ewieevr elec�roniE data irteltls{lrtg any spctcinl�imireHiarts�r licenses ncrt oriterwise pravaded ilrthis Agreemo+rt 1.3,3 CHANGE IN SERVICES 1.3.3.1 change in Services of the Architect, including services required of the Arch'itect's consuilanis, mar' be accomplished atter execution of this Agteement, without invalidating the Agreement, if mutually agreed in writing, if required by circumstances beyond the Architect's control, or if the Architect's services are affected as described ill Subparagraph 1.3.3.2. In the absence of mutual agreement in writing, the Architect shall notify the {Avner prior to providing changing such services. If the Owner deems that all or a part of such Change in Services is not required, the Owner shall give prompt written notice to the Architect and the Architect shall lulvc no obligation to provide ch.•anl a those services. Except for a change due to the fault of the Architect, such change in Services of the Architect shall entitle the Architect or the Osvncr as applicable to artadjustment in compensation pursuant to Paragraph 1.5.2, and. the Architect to any Reimbursable Expenses described in Subparagraph 1.3.9.2 and Paragraph 1.5.5. 1.3.3.2 If any of the following circumstances affect the Architect's services for the Project. the Architect or t� rimer shall be emitted to an appropriate adjustment in tate Architect's schedule and compensation. .1 change in the instructions or approvals given by the (honor that necessitate revisions in Insitttmems-of-Service_ drawl u� spceifirations or other dvcumems: .2 enactment or revision of codes, laves or regulations or olTicial interpretalions which necessitate changes to previously prepared•Ins4yomems-( erviee dtaiwtnKs s ifrratiarls er otltcr documents: .3 decisions of the Owncr not rendered in a tiluel.v manncr; .4 significant change in the Project including but not limited to, size, duality, complexitY. the Ownces schedule or budget, or procurcmcnl Method; .6 failure or performatice on the pall of the (Avner or the 0w ices consultants %f any or contractors; .G preparation for and attendance at a public hearing;, a dispute resolution proceeding or a legal proceeding except where the Architect is piing thereto ar is ai DC—d iq have committed a vvron fol act o_ r onpiss"ren which is a sis beet of such hearing or procccWmn 7 change in the information contained, in Article I 1.3.4 MEDIATION 1.3,4.1 Any claim, dispute or other matter in question avis'sng out of or related to this Agreement shalt be snhlcct to nucliatfon as a condition precedent to arbitrnlien-t' the institution of legal or equitable proceeding,-; by either party. If such matter relates to or is the subject of lien arising out of the Architccts services. the Architect may proceed in accordance with applicable lave In comply with the lien nnticc or filing deadlines prior to resolution of the nuttter by mediation. or by arbitration: 1,3.4.2 The Owner and Architect shall endeavor to resolve claims, dlspules and other matters in question between them by mediation which, unless the ltarlis;s mutually agree otkierwise, shall lx in accordaucc with talc Construction lndustrr Mediation AIA DDC:lm,.N • uim_s'rAMPARD F[1n.M ACIRI:I:MP,9I' • 1997 t prl'ION - ALIA • C'.OPYRIOUT 1997 1M F. +1 IERICAN INSITIIrIT" [1F AIRC'IMT..0 I'S. 17.35 NT.W Y(7ni+: AWNl+F NW . %v.1!iMN( rl l IN, l)1' 21J006 X212 W'ARNI M Puha e++sl Fh+en.-++p�mP del.■ l ti ..+Inrxr+fit low, ,vial ill v+hint th-�i.rlst,x Ups VFOPA M. "Ibis dewnvsn aaa elaxir+rli+�lly Pf"'ki xxl with Ixenimwn urlhc AIA end +.gin W r Vrodli xl %rnluwt vWleu+ri $Udlil 111c Jatc of �a'a "$ ea nixed WUW. litccironhA;or3nat 111•il-1997 User mctunenu VPI --71I i12MI). AIA License Number 141•l(0)t which cxpirt-s on 116f21R?i -- Pdgc #6 11 40 !W -M Rple's of the American Arbitration Association currently in effect- Request for niediatiml shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. The request may be made concurrently with the filing of a dernand-firi:-arWtrukion civil action but, in such event, mediation shall proceed in advance of urbitrulion-or Iegal or equitable proceedings. which %hal# may* stayed pending mediation for a period of 60 days from the due of filing, unless stayed for a longer period by agreement ofthe parties or court order. 1.3.4.3 The parties shall share the niamor's fee and atafiling fees equally. The mediation shall lx: hold in the place where the Project is ler.-ttcd, unlm5 another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court fraying jurisdiction thereof'. 1.3.5 ARBITRATION 1.3.6.1 Airy -claim-digmte -er -whef -imMer -i+t -qu estien -arising -stn -of -or -m4ftW -ta -ihis-Agreemmi -shall -be-rbjec4 4o- arlailr#i4n,-Prior-to•aibitrtllierHile-portie5-s#sell-esuieaveHo-resolvet#ispates�nredinlian-in-neearduneeivitli-l�a.:��-�.T.•f: 1,3.5,2 Ghaini disptltes and other lnutiers-in-quesstieri• x4ween the -parties -that are -mit -resolved -by -mediation slttlil�e tried by arWtmlicut - whick artless 4he -patties -mutually ,agree-o0*PMse; -shall -be -{n-ecoordance -with -the-Conslritction 4ndustry- Artkiraion-Rules -Arbitration -Assaeialioncur€erilly-in eWeel:-The-demand -for-llrbiiralion-drill-be -fr#ed-in writ ngiyiEh the ether lxtfl to this Agreeistent and with the Aiiterieurl-Arbilrulion- lssoci=rtiort. 1.3.5.3 A denum for crit ration -skit#-be fundeiwilhin tr retisoliable bine after the elrrini; islsute er whet rrulller in aesl€on #res-nr+son-ltt-nocveaEshnl#�rtel-for-atbiti'anon-be-nsadetrltt�r-t#ee dtrte-when• institntion-a#-legal-or-e�{ui Fable-preceecfings bath -cls' er in quesiion4would-be-barred-lty-tate-applicable-stwuteof4intMtions- 1.3.5.4 14"tbilWon -;Prising-oul-of-or relating to this Agreement shall inclsada: by cesnuihdutivas or joinder or in any other rnunner�am-addiilioma#�lersom•ttr-entity-not-u�pnrty-tci-this-Agreement;-easept �r-tw€itten-eansenEc-ontainin$ •PP-spesifie-reference to -this M -u td -signed! ! -by -the -Owner;-Architeeh -end -rniy -alhe€ -person -or - mtity sought do -be 4oined-. -Consent -to- arbilratipn-involving-an additional -,person -or-entity -shall-Prot -to arbitration -of -airy e{din. dispute or•otlier- miatter im gPPestivm iPel laser#bed-in-tlPa w€ittem consent ar ith Prper�on orenii"-named-or-dose-rik►efi-themim.-Tbe foregoing ngrsemtemt le IPtbikttle slid o�ftet egreePPyentsdo a€bitrPtle ►wilii an tPdditi�m�#parse-of-entity-duly ce rhes Eo4his art ensent slsiPl3-iso specifFEally-emforCeublL in accordance with applicable -lase in-any-ccurt-IPIPying,jurisPli<lioPa llrereof- 1.3.5.5 Elie-n+y#emdered bg tlie�irbtraior e€ PrrEsittato€s s#PFPit be ftruPl tPmd jttdgPaent-PnlPk be entered PPpen it iPi•mee[isdtrnee wit#i-tPplilieiPble-law-irii�Prrr-etnrrl�PlsviPPt; }urisdistiP3rP-131erc�rFf- 1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES Tlie ArelPileci tPPsd tlx ()truer waiye�oPistcltcentiul danviges for claints.-disputes or other-matters-in-queslionarising-m-of or - relating -to Ih s -Agreement: TItis-muitriil waiver-is-applicuble,-Withoul-limtitation;-to-all•eonsequentinitlmnnles-due4o-eitlieF pPrrt}=s-kerrttinniion-itt-uccordunc�with-PnrugtuplP-lam 1.3.7 MISCELLANEOUS PROVISIONS 1.3.7.1 This Agreement shall be governed by the law of the principal place of business of the Architect, unless otherwise provided in Paragraph 1.1.2. 1.3.7.2 'Perms in this Agrecment shall have the %dune meaning as those in the Itl97-edition or AIA Document A20i, General Conditions of the Contract for Construction., current its or the date of-this-Agrettment- 1.3.7.3 Causes of action bween the prues to this Agrecinenl pertaining to acts or Eulures to act shall W deemed to ha%c accnPed and tits applicable statutes orlimilations shall cantntcucc to run not later than eillFcr the date ofSubstantial Completion tar arts or failures to act occurring prior to Suttslantial Completion or the date of issuance of tho final Cerliffiicatc for Payment tar acts or failures to act occurring alter Substantiat Completson. In no event shall such slalutcs of lirnilations commence to nm any later than the date when the Architect's services arc substantially completed. 1.3.7.4 To the eMcnl da mages are covered by pruper(y iusurmcc during construction. thv CMi er and the Architect naiLe all ALA t%1CU1WKI 11141-NIANIM10) huMAt AW04-A11•.NI - I'rX1 I•,UIIItIN -A IA - ILA ri'k141IiIII OW - IIII•. XMI,.Itlu,%,%' IN%II[IIIhI* ARU tit [FU Is. M1,T•.L4'1.ORK.M.-.NI'I. ti WL W,v%I IUNWIf t\ fir 201 ]nr.A2'i2 ee.11t tilXta 1.11' ..,i pina, ti.q,,.iuh; c„d.ac, I'� L.wni4l,tf, v,..urcl «6l tirdilw,i lh.•vit�lah,� I�pe1 PfOft xdilan '1111% d-11-11 ave. ctacf:MIu IIV II—fii—I anteI� �n,xirwen O the AIA arta L- h, rLJ1tkh l d 1,,0444 %i,+Lutm taki[I ihr dale are-vindiw Am I"od M;luw. tilcctrumc I•urnial 13131-1997 User Do4umnnt. VH -- 7/1 WNW. AIA License NwaWr 104001). 1,061 ll eXpn4e un 11612WI -- Pope 07 4D • tights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may [save to the proceeds of such insurance as set forth l xhibi "A°. in44io-edilioii-ef-AIA4)oemneni-A2W. Fsenern[4=enditiens-of3lte-Eotttrt-€ar�ons4rnteliott�ur-r�,vtt�s-0#'�Ise-e[nteof-this-Agreeletellt�lte-FTwner-er�ite--Architect;-us- e�prep�ate:-shall-regttire ef-thee-sontr�aetors; •+�ansttltaants:-agetttsartd-em€tlayees-n€-uny vt'-them-simikrr-rvtaivers-in-favrrr�t'-the edmr—pales- aumerated-liereirt 1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor ofa third party against either the Chvncr or Architect. 1.3.7.8 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for The discovery.. presence, handling, removal or disposal of or exposure of persomis to hazardous materials or toric substances in any form at the Project site. 1.3,1.7 The Subject to the Otvuaer"sprior review and written approval thereof the Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include (lie O wnces confidential or proprietary information if the Chvner has previously advised the Architect in writing of the specific information considered by the Otvner to be confidential or proprietary. The Owner shall may, in it's sole discretion, provide professional credit for the Architect in the Owners promotional materials for the Project. 1.3.7.8 If the ORvner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement.. 1.3,7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect dull assign this Agreement without the written consent of the other._,exorept4hal4he-Owner-tray-assign Phis Agrcement to ltn inslHulianal�ender providing #}nnnsing for -luta Pi�ej+eei. hi -such even!, lute lender shall asseasne #Ila ter-rigiats-l+iul ob}igatioirs rindar-fulls-Agreanterit:=Fha#shitect slanN exee�rle-rtll-evnsents-reasonably-rectuirc�dio-facet elate stu3#r-rrssigrinlent. 1.3.8 TERMINATION OR SUSPENSION 1.3.8.1 If the {hvner fails to make payments to the Architect in accordance with this Agreement, the Architect having. perfolmed the Architect's obligations hereunder, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's opt -son, cause for suspension of performance of services under this Agreement. if the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven days' written notice to the Owncr. In the event of ares oiler suspension of services, the Architect shall have no liability to the C)avner far delay or darsuige caused the C7wner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any direct expenses -reasonably incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted.. 1.3.8.2 If the Project is suspended by the Owner for more titan 34 consecutive days,throu no fault of the Architect, the Architect shall be compensated for services performed prior to notice: of such suspension. When the Project is resumed, the Architect shall be compensated for direct expenses reasonably incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted - 1.3,8.3 If, ihrou ► no fault of the Architect,_ the Project is suspended or the Architect's services are suspended for more than 90 consecutive days, the Architect may terminate this Agreement by ,giving not less than seven days' written notice. 1.3.8.4 This Agreement maybe terminated by either party upon not less than seven days' l.ritten notice should the other party fail substantially to perform in accordasim with the terms of this Agreement through no fault of the party initiating the termination. AIA DG1CUWNT D141-5rANDARi) vokhi AGnl:rihat'.Nr - 1997 F'.INF rN - AIA- COPYnii3M 1997 .,run ANTRICAN INsTiiiriE ot: A tcrirn,.c rs, 1735 A'LW YOkK AVLINIni N.W., WANIIINi3TON, D.C. 20004.3272. WA1tNiNQ LPolium%W will subiod aheviolator to pi proaouAm.. 11L1 domlimt wal clydrtxaicany produmd with pertnaxim 444 AiA and can be r.Trodumd wditaid Violation tuftal the filly or eApiratim a otted below. Flectronie Format B141-1997 User Document: VB -- 7/1112tlilil. ALA License Number 104600, Which expires mil 11612iltll -- page 4$ i ;JIL 4D C-1 1.3.8.5 This Agreement may be terminated by the Owner upon not less than seven days' ►written notice to the Architect for the Owner's convenience and without cause. 1.3.8.6 In the event of termination not the fault of the Architect. the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Subparagraph 1.3.8.7. 1.3.8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly attributable to termination for which the Architect is not otherwise compensated. _-. -plus an -account -for -the ArEliiteei's anti�'u�i-tha-value-ol=tlte-seises-ttal-perforim-�:•.�-��Rtca'� 1.3.9 PAYMENTS TO THE ARCHITECT 1.3,9.1 Pavments on account of scn•ices rendered and for Reimbursable Expenses incurred shall be made monthly upon_ within forty-fives daws,afler presentation of the Architect's property submitted statement of services. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums wvithhcld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. 1.3.9.2 Reimbursable Expenses ere inditiorHoconpensittitan-faHhe Ahitests servises•ertd inelctde shall mean reasonable expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: 1 transportation in connection with the Project, authorized out -Of town travel and subsistence, and electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Project; ,3 reproductions, plots, standard form documents. postage, handling and delivery ofdrAwings -ap—ecificafi ns and other documents-fnstminenls-ofBarytes; .4 expense of overtimework requiring higher than regular rates if authorL-ed in wrilina in;advanceby the Oiw•licr; .5 renderings, models and mock-ups requested by Ille Owner, ,8 expense of professiowd liability insurance dedicated exelusivcly to this Project or the expense of additional insurance coverage or limits requested nx;uired by the Owner in excess of that normally carried by the Architect and the Architect's consultants; .7 reimbursable expenses as designated in Paragraph .8 other situilar dsreet-Projeahreluted ndiHrres any other cxmllsq directly related to the Proiect and reasonably incur cr first reuivinr the written approval of The Owner. 1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Scn•ices. and of semices performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Ow+ncr or the lhvnces authorized represcnlative at mutually convenient times. 1.3.8,4 Direct Pcrsomtcl Expense is defined as the direct salaries or tale Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related there'o, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, a�sd employee retirement plans, alld inliliir malAbutions: MA DOCUME,Nf nwi-&rANDARD FORM AORElittniNr - 1997 i-wrri(m - AIA - C OPYRRatT 1997 -'rl lli AMMAN INNTrflrlF. OF MW111T1iC: Cs. 1735 NEW YORK AwENtlt: N.W.. WASHINOTbN, D.C. 21R1aG-5192. WAANINO: L laws imd will 'ul+ die violator l,rgal Prtnew iurt. Thi. almmumit eau &Nlrnriiutlly pruduwd wM pomimion orthu ASA mid um tx rutiralu,mri without %wialum umil the dela of e,VUAML W$ noted W. etuw. lilccirenieFolznat B141 ;997 User Iktcumcnc VH -- 7111120011. AIA License Number 1046041, which expires on 11612001 -- Page N9 40 40 ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4.1 Enumeration of Paris of the AgrecrnenC This Agreement represents the entire and integrated algrcement between the Owner and the Architect and supersedes all prior negotiations. representations or agreements, either written or oral. This Agreement may be aincnded only by written instrument signed by bath Owner and Architect. This Agrocnleltt comprises the documents listed below. 1.4.1.1 Standard FoTin of At recinent Bettwcen ONvner and Architect. AIA i]ocuntelat B 141-1997 as modifed. 1,4.1.2 Standard Form of Architect's Services: Design and Contract Admini: (ration. AIA Document B141-1997, 0F45-FeAows Us modified: (List villa, docmmenls, ifany. delmealing Architeel's scope of services.I 1.4.1.3 Other documents as follows: (Lisi oilier documents, if any, forming part of the Agreement-) Exhibit "N' 1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follovts: Exhibits One and Two ARTICLE 1.5 COMPENSATION 1.5.1 For the Architect's services as described under Article 1.3 or elsewhere herein. compensation shall be computed as follows: Refer to Exhibit +Dna dated 6 June 2000and Exhi it Three Billie Rates dated 21 lune 1999. 1.5.2 Tribe services of the Architect are changed as described in Subparagraph 1.3.3.1, the Architect's compensation shall be adjusted. Such adjustment shall be calculated as described below or, tf no nicthod of adjustment is indicated in this Paragraph 1.5,2, in an equitable manner. (hvserl basis of compensaiioii, including rates and multiples of Dorecl personnel Expense for f'ruicipals and employmes, and idenlify Principals and clafvfy� employees, ifrequired. ldeirrif • specific services to which parlicular mcrhods ofn)mpensalion apply.) Should tyre scopqsea work chane and the construction budget is increased tEac Qrlvn4r and Architect willrenes compensationusing the Florida Denartn7cnt of Manaeeta7cnl Services. Division of Buil 'ns Conslrlr�n Fce 5 he ._cdnle for Architectural and En 'necrin , ervices chart orhy annIviggLhe schedule of salary rales as identified in Exhibit Three. 1.8.3 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one mint one ( 1_1 ) times the amounts proncrlk billed to the Architect for such services. 1.8:4 FQr�eim�rsublQ�ztpense5-its dessrthed-it7-£�ut>1rk7rtagruph-1:�;s�-attd�ny-oElter-items-iftelrkcled-in�artsgrapla-l-S�--nns- &eimlwtsaiale•l�tkpenses� the�oartpensatlon�ttnll-i3e-e�rrrpuEed#ls-n-knultiple-0f�--} times�lte•espenses-irketkrredby-late Arol+itec. and •fhe-AfebiteoPs4mployees-mWeeflsmltant5_-- Far Reimbursable Expeaases thecam rtsatton shall be at one point —IL—IL times the direct cost to the Architect. 1.5,5 Other Reimbursable Expenses, if any, are as folimm Ai 2991, 1.8.6 The rates and multiples for services of the Architect and Sire Architect'sconsultants as set forth in this Agreement shall be adjusted in accordance With their normal salary review practices. Arty such ad'usln en nal onl' 2pgUF alter an initial wriod of time ofceniurmonthPram ll7doacxeutionotf tl_ais a and with the Own er`s written aonr9v al 7t'hicit shall not be unrcasonablc withheld, 1.5.7 1417-nlatial lawkriElit 9f--I3QilnfS•(S -3 S11nlI ilfi' lion€IB#FpQtk 8xC4?kkEfQn Qf ilatS-A Sp Eltt ilt klrid#S-tI1B iiiHni}tkklrl paymient- un&-r-t-1tis-Agreement—I"Iiall4w-e 13ChiP4lSobsciluefg-p_aYments for services shall. be made monthly, and where applicable, shall be in proportion to services perfornud on the basis set forth in this Agreement, AIAIMM:AII'.N7 Haat-%'rANDAR13RIM AORFENtLNr•19971:p11-naN-AIA-4'kal'Y100117 1997-1"III LMFMCANINSirllrli kHV'W111 MCIS. 1735 NI. -M YORK AVI:NVE N.tv., WMIJINOTON. D.C. 2111116.5292WokRNINQ t'nllatinssrl pltn4ucwRy ft Jriulstaa l IS. a.PyFiJ11 1JW9 Wd wi11 stlMje the viulaSar I'1 i pnrxanim. 'nin davmnm was clo ikni"lly pratutird lvilh li mm'<.i,n uftho AIA aml can AW Waduwd "nfhuln rlulalien tunil the dale ok aVlralikn ua 114*kA Min, EleciroraicF9rrrwat t3a41-1997 User Docuracut: V13 -- 711112WO. AIA Liccuse Number 10460u. t%hich expires on 11601101 -- Page Nltl 1,g,g pnyi -oe}d y ]�- {� days lroni the tinte of-the-AEnititec4!,,4nvotw-: Amnllnls duc and unpaid si, r j ( 6[1) days after the invoice date shall bear interest at the rate entered below. or in the absence lhercof at the legal rate prey ailing from time to time at the p6mipal place of -business of the Aiuhileet Project• (insert rare of itiferess agreed apon.) 15n (Usury laws and requirentenrs ander rhe 1,ederat Tnah in Lending Act, similar scale and fecal wnsamer credit laws and wirer regulations at live owner's and Archirecl's jirtnewal Places of f)xs[nesr. Me location ol'the f%yjecl and elsewhere tray affect the %wild[fy q(flus pravisirrn. S,(actifc lag✓l ash•icc should he abralned %lih respect to delerions or nsodrfrcaaons, and also regarding regeNreinenfs seu'h as swrtften ehsclumres or wrrircrs.) 1.5.8 if the services cowered by this Agreement have not been completed within eighteen ( i ) months of the date heroof, through no fault of the Architect, extension of the Architect's services beyond that time shall he compensated as provided in Paragraph 1.5.2. This Agreement entered into as of the day and year first written aboi INDIAN RIVER ff}UNTY FLORIDA OWNER (Signalum) Frans B. AdgllDs aiErnan (Printed name and rpffe) / insert A: bpprovdd by [ QGZ,� /.P/nD - InsertB: Attest:. Insert F:-- Apuroyed as to r Form aLl Sufficig.M In�lsn Rtru c,,7 -A-,, r air 'e ✓ FA � ' :1,LE 1)L7CUAai4l" 11141-STANDMI) FORM :-(hail,\Sf,til - 4397 M11TlaY - AiA - C'[Yt'YR1(illa 1997 -gill" AhniRIC'Arti 1Nti Illlrri M:Lill Ill`17d[.l`ti, 1735 N AI YORK AVt.\l9i %,,W, WANIIINUTU\. w: 20006-5292. WARNING: l'nlitwsul pheelx>a 4nieig wotalss tu.S. u.�ryssgld laws mal ,sell su4xy �t th • senlatur Iell pro wawliI.M. lreie dosae uenl was lassexii.nlly pt uluvat %%role IpLxmmi iefs est e}sa MA +mei nen h, rWtuxlu� z1 wil6enn violation unlit Oke datv it yeisalixn as nxl O tsd(A. llectronic poralal 1)1.11-19e17 User Document: VB -- 7111121KH), AIA License Number 111.16011, which expires on 11612tltll -- Page MI I Standard Farm of Architect's Services:. Design and Contract Administration AIA Document B141 -1997 1997 Edition - Electronic Format 'this do nimt has important Iepl Lunsixluplea'+. Cmsuittlliun %tiidi an ununILV is rrtwtuI&L l With rcg3 M in ilx WHIP lion ur IlMliliwtiun. At."rlf"; I'ICATION OF THIS ELECTRONICALLY t)R.AF11s13 AlA I)OC'UMENT MAY 1ni ti1.ADF IAY 1'SIN; Ale? l)OC11NlFNf D401.' Cor}Tigltt 1917, 1926, 1948. 1951, 1953, 19519. 1941, 1563, 1966, 1967. 1970, 1973, 1977, 1397, 11997 h}° Iho.lruLTiuul ln%0kFteorA dii Ws. Rgtrodudion ofdta 111st4ial her rin or sub>s1=1W quotaliL>,r isf its provisions rvidwnS ++'ritlLxr p Trrrissiraa of the Al.'+ viobta the �w}Tight laws ol'rhe l'nikxl Slatc ;md %%ill subixt the violator to Iepi pros"lim. TABLE OF ARTICLES 2.1 PROJECT ADMINISTRATION SERVICES 2,2 SUPPORTING SERVICES 2.3 EVALUATION AND PLANNING SERVICES 2A DESIGN SERVICES 2.5 CONSTRUCTION PROCUREMENT SERVICES 2.6 CONTRACT ADMINISTRATION SERVICES 2.7 FACILITY OPERATION SERVICES 2.8 SCHEDULE OF SERVICES 2.9 MODIFICATIONS ARTICLE 2.1 PROJECT ADMINISTRATION SERVICES 2,1.1 The Architect shall manage the Architect's ;cn,ices and administer lire Project, The Architect shall consull with the Owner, research applicable design criteria, attend Project meetings, comnnulicatc with 9rlEmbers of tll0 i�i4tL'Et•tSilnl 0111Cr5 15 rp opriate and issue progress reports to the Owner. The Architect shall coordinate the services provided by the Architcct used The Architect's consultants with those scn•ices provided by the Chvncr and the CA1,ner's consuhantsrf igly. 2,1.2 When Project reclnirclnenis hare been suffscietitly idenlilied, the Architoct shall prepare- :and periodically update for thG Qwner's approval, a Project schedule that shall idcti fy milestone ch tes for rlccisions required of the Owner. design sen•ices furnished by the Architect completion of documentation provided by the Architect. commencement of conslnrclion and ,Substantial Completion of the Work. 2.1,3 The Architect shall consider and diSL11s5 14'ltll the CAvne_r, the vahic of allernative materials, building m.slcros and equipment, logedier with other considerations bused on program, budget and acstlieliss in developing the design for the Project. AIA l)i)C[J-%WNT i141•8I'ANDARD lOR%l SERVICES - 199711)I IION - AIA-COPYRItIII 1 1997 71W AMERICAN INS -11-11 I II: OF ARC IIL-1 ECTS. 1735 N1,W YORK AVI NVE N.W. WASINNC)IOS., 1). C, 20006-5292, WARNING. t'nlir NW 1111AMr4rYin9vrolat0 1".b LWJiphlld+va"dill sul'iatrll,, violdt1wtepi pr u ierl.'Mis dorum�srl W. v11A1mM%l1y r1-du+wt %with pmnigmm urfiw AIA u d L� W, u1mK o"wieltour %wIntinn 191101 Iho rink i.+f vV irati1s+ a. WAI 1xq l lectronic Formal 13141-1997 40 +d 2.1.4 Upon request of the Owner. the Architect shall make a presentation to explain the design of the Project to representatives of the Owner. 2.1.5 The Architect shall submit design documents to the Owner at intervals appropriate to the design process for purposes of evaluation and approval by the Olvnicr, Subject to the provisions contained in the next sentence hereof, theThe Architect shall be entitled to rely on approvals received frons the Owner in the further development of the design. The O1�mer's approval of the_ Architect's des�i.documents contemplated herein and hcrcinbclow shall„not be for the nurpaseslf deterntining the accuracy adgquaa, or completeness of such documents and shall not alter the Architect's responsibilities hereunder with respect to such documents. 2.1.6 The Architect shall assist the Owner in connection with the Olvnces responsibility for filing documents required for the approval of govcrnmentaI authorities having jurisdiction over the project. 2.1.7 EVALUATION OF BUDGET AND COST OF THE WORK 2:1.7.1 When the Project requirements have been sufficiently identified, lite Architect shall prepare a prcliminan' estimate of the Cost of the Work. This estimate may be based on current area. volume or similar conceptual estimating techniques. As the design process progresses through the end of the preparation of the Construction Documents. the Architect shall update and refine the preliminary estimate of the Cost of the Work. 'file Architect shall advise the 0%vner of any adjustments to previous estimates of the Cost of the Work indicated by changes in Project requirements or general market conditions. if at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget, the Architect shall make appropriate recommendations to the Owner to adjust the Project's size, quality or budget, and the Groner shall cooperate with the Architect in making such adjustments. 2,1.7.2 Evaluations of the Owner's budget for the Project. (lie preliminary estimate of the Cost of lite Work and updated estimates of the Cost of ilia Work prepared by the Architect represent the Architect's best judgment as a design profession, familiar with the construction industry. It is recognized. however. (lint neither the Architect nor the Owner has control over lite cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions” Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Project or from any estimate of the Cos( of the Work or evaluation prepared or agreed to by the Architect. 2,1.7.3 1n preparing estimates of the Cost of the Work, (he Architccl shall be permitted to include Ecasonable contingencies for design, bidding and price escalation, to determine what materials. equipment, component systems and types of construction_ acceptable to Owner are lobe fitchided in the Contract DocumenW to make reasonable adjustments in the scope of the Project_ acceptable to Owner and to irlctudc in the Contract Documems alternate bids acceptable to [honer as may be ncccs&lry to adjust the ostitnatcd Cost of the Work to meet the Ownefs budget for the Cost of the Work. If an increase ill the Contract Sum occurring after execution of the Contract between the {honer and the Contractor and nal at ribtltable to nckligcilce_ of the Architect causes lite budget for lite Cost of the Work to be exceeded. [lint budge( shall be increased accordingly subject to the written approval of the Owner. 2.1.7.4 If bidding or negotiation has not commenced within 90 days after the Architect submits the Construction Documents to the OIy17Cr, the budget for the Cost of the Work shall be reviewed and, if necessary, adjusted to reflect changes in the general level of prices in the consiniction industry. 2.1.7.5 If the budget for lite Cost of the Work is exceeded by the lowest bona fide bid or negotiated proposal, lite Owner shall 1 give wrilien approval of au increase in the budget for the Cost of lila Work: ,2 auihorizc rebidding or rcnegotialing of the Project within a reasonable lime: .3 terminate in accord:mce with Subpiiragraph P.3.3.5; or r11.1t](XatLai\"1" lfl•11-5'C�INIbIRD I'UR I`,I:kt%CI'S-t'x97Fin IION —UA-r•ttl'ylitlilll I':r'17-1111;e1til]iRtt'AN1\51111'hI-t}F.II{Clll'il'.t"i'S,1735 NEW YORK AVENUE. N.W.. W/16111NI ION, D.C. 2046-3212. WARNINO: Unliwilsod l+hAg N,)rpurg4'iolnlo 118 41%71 JII by-.vnl r%rn+uiej,xl l&rawolnik�NVI prvauutie�n. 'Ihi>< rknw.nuLL tvn�r ul+xlru riw it y 1nnlnwd -AM riLmi sim oI div AIA un rl mi I'll urxtd an nm A Wmr. lilcctronjc. Forniat B131-1997 40 ML. _ t _ .4 cooperate in revising the Project scope and qua]ity as required to reduce the Cost of the Work. 2.1.7.6 If the Owner chooses to proceed under Clause 2.1.7.5.4, the Architect, without additional compensation, shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with elle budget for the Cost of the Work. The modification of such documents shall be the [it -nit of the Architect's responsibility under this Paragraph 2.1.7. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not construction is commenced. ARTICLE 2.2 SUPPORTING SERVICES 2,21 Unless specifically designated in Paragraph 2.8.3, the services in this Article 2.2 shall be provided by the Chvt er or the Chiner's consultants and coatraclors. 2.2.1.1 The Chimer shall furnish a program setting forth the Otvner's objectives, schedule, constraints and criteria, including space requirements and relationships. special equipment, systems and site requirements. 2.2.1.2'1'he Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The sur cys and legal information shall include. as applicable. gradcs and lines of streets, alloys. pavements and adjoining property and struclllres: adjacent drainage. rights -of way. restrictions. casements, encroachments, zoning. decd restrictions. boundaries and contours of the site'. locations, dimensions and necessary data -with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, loth public and private, above and below grade. including inverls and depths. All the information on the survey shall be referenced to a Project benchmark. 2.2.1.3 The Owner shall furnish services of geolechnical engineers which may include but are not limited to test borings- test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials. ground corrosion tests and. resistivity tests, including necessary operations for anticipating subsoil condition& with reports and appropriate recommendations. ARTICLE 2.3 EVALUATION AND PLANNING SERVICES 2.3.1 The Architect shall provide a written _preliminary evaluation of the information furnished by the Owner under this Agreement, including the Owner's program and schedule requirements and budget t'ar the Cost of the Work. each in terms of the other. The Architect shall review such information to ascertain that it is consistent with the requirements of the Project and shall nolify the (honer orany other information or consultant services that may be reasonably needed for the Project. 2.3.2 The Architect shall provide a preliminary evaluation of (lie Chvner's site for the Project based on the information provided by the Owner of site conditions, and the Owner's program, schedulc and budget for the Cost of the Work. 2.3.3 The Architect shall review the Chvncr's proposed method of contracting for construction services and shall nolify tlae Owner of anticipated impacts that such method may have on the Owner's program. ftnanciaal and time requirements, and the scope of the Project. ARTICLE 2.4 DESIGN SERVICES 2.4.1 The Architect's design services shall include normal straclural, mechanical and electrical engineering services. 2.4.2 SCHEMATIC DESIGN DOCUMENTS 2.4.2.1 The Architect shall provide Schematic Design DocaRrcntS baked on the mutually:agreed-upon program. schedulc, and budget for the Cost of the Work. The documents shall establish the conceptual design of the Project illustrating the scale and relationship of the Project components. The Schematic Design Documents shall include a conceptual silo plan, if appropriate. and preliminary building plans, sections and elevations. At the Architect's option. ille Schematic Design Documents may include study models, perspective sketches, electronic modeling or combinations of these media. Preliminary selections of major AtADOCi14fE4+t'r 11141 -STANDARD F(7R\1SrRVli'Ls-1'397i?t)I'I'111�-A]A-C'(l1'ti'HIC3fLl'1991-'If[I?.A\9.RIC:1:�ItitiI1.lt'IRUfr:IHC'itlYa:CTti,k7S5 i+.'tsVh' S'i)R' .\+et:hnak•: W..4L'.. WrLSlnav(iI'a1,Y,1).C'. 7tIIN1G-3793. WARNING I iaiaa" yllu(c>t yYing vtnlutu lr.s. aIv)Bolt 1111N:s.i1111 .+ill tiubt.. ttlt�.�•iulaturI��ytl proms. *.vliim.'Ihie tkrw.nl�>! v. ev �1�lnnttuSllH plrxlnc�vl txilh puenix icer ul'tLic Al.� anJ �.+n I+. n�nxTu�xi tv itlwtti e•iutnlicrt ratiil Ueu ilale+cl �u,iranw� ,rr n +l �I 1ta•.Irnv. Electronic Fortuat B14 1-1997 C-1 40 !!Z byilding systems and construction materials shall be noted oto the drawings or described in writing. 2.4,3 DESIGN DEVELOPMENT DOCUMENTS 2.4,3.1 The Architect shall provide Design Development Documents based on the approved Schematic Design Documents and updated budget for the Cost of the Work. The Design Development Documents shall illustrate and describe the refinement of the design of the Project- establishing the scope, relationships. forms. sire and appearance of the Project by means of plans, sections and elevations- typical construction details, and equipment layouts. The Design Development Documents shall include specifications that idemiry rumor materials and systems and establish in general their quality levels. 2,4,4 CONSTRUCTION DOCUMENTS 2,4.4.1 The Architect shall provide Construction Documents based on the approved Design Development Documents and updated budget for the Cost of the Work. The Construction >aocunicuts shall set forth in detail the requirements for construction of the Project. The Construction Documents shall include Drawings and Specifications that establish in detail the quality levels of materials and systems required for the Project. 2,4.4,2 During the development of the Construction Documents and as,a use esledk OAvlrcr, lite Architect shall assist the Owner in the development and preparation of: (1) bidding and procurement information which describes the time. place and conditions of bidding; bidding or proposal forms; and the form of agreement between the Ovvner and (lie Conlractor; and (2) the Conditions or the Contract for Construction (General, Supplementary and other Conditions). The Architect also shall compile the Project Manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. ARTICLE 2,6 CONSTRUCTION PROCUREMENT SERVICES 2,5.1 The Architect shall assist the Owner in obtaining either conipelitive bids or negotiated proposals and shall assist the Owner in awarding and preparing contracts for construction. 2.6,2 The Architect shall assist the Owner in establishing a list of prospective bidders or contractors. 2.5,3 The Architect shall assist the Owner in bid validation or proposal evaluation and delernlinaliou of the successful bid or proposal, if any. If requested by the Owner, the Architect shall notify all prospective bidders or contractors of the bid or proposal results. 2.5.4 COMPETITIVE BIDDING 2.5.4.1 Bidding Documents shall consist of bidding requircitienls. proposed contract forms. General Conditions and Supplementary Conditions, Specifications and Drawings. 2.5.4.2 If requested by the Owner. the Architect shall arrange for procuring the reproduction of Bidding Documents for distribution to prospective bidders. The Owner shall pay directly for the cost of reproduction or shall reimburse the Architect for such expenses. 2.6,4.3 If requested by the Owner, the Architect shall distribute lite Bidding Documents to prospective bidders and request their return upon completion of the bidding.;. process. Tile Architect shall maintain a log of distribution and relrieval. and lite amounts of deposits, if any, received from and returned to prospective bidders. 2.5.4.4 'Etre Architect shall consider requests for substitutions. if permitted by the Bidding Documents %Olh tltc concurrence of the Ovvncr. and shall prepare and distribute addenda idcnlir} ing approved substitutions to all prospective bidders. 2.5,4.5 The Architect shall participate in or, at the Owner's direction. shall organize and conduct a prc-bid conference for prospective bidders. 2.6,4.6 The Architect shall prepare responses to questions front prospective bidders and provide clarifical ions and interpretations of the Bidding Documents to all prospective bidders in the form of addenda. 2.6,4.7 The Architect Shall participille in or, at the Owner's direction, shall organize and conduct the opening of the bids. The Architect shall subsequently document and distribute the bidding results. as: directed by the Chi-ner, AIA 13C7Cr14ttiPrl' 13141•STANPAnI] FORN1513nVICF.$-1997 IAN RON- AIA -COP}'Rnntr1197-'l'lit'AMFRIC.WINS'I'tItrn:.OFARCIMT.CTS.1735 NT,W )'ORK AVENUE N,tv'., W,' JSIIING'I'OK 13.C, 2ouflf,.5292, WAltir'I.NU 01HOWMxl 11's, _vy-ndki l6kin nd will mbj"l awviuletrx Iogur prmwrrti+rn. This until the data aY t l'd l+tdmv, Clectronicfnrmau 13141-1997 r 40 40 2,5.6 NEGOTIATED PROPOSALS 2.5.5.1 Proposal Documents shall consist of proposal requirements, proposed contract fomes. General Conditions and Supplementary Conditions. Spccificalions and Drawings. 2.5.5.2 If requested by [lie 0wrier. the Architect shall arrange for procuring lite reproduction of Proposal Documents for distribution to prospective contractors. The Chvner shall pay directly for the cost of reproduction or shall reimburse the Architect for such expenses. 2.5,5,3 If requested by the Cnvncr, the Architect shall organize and participate in selection imerviews %v'ilh prospective . 2.6.6,4 The Architect shall consider requests for substitutions, if permitted In, the Proposal Documents with the coaeurrcncc of the Owner, and shall prepare and distribute addenda identifying approved substitutions to all prospeclivc contractors. 2.5,6.6 If requested by the Chv[ler, tilt Architect shall assist (lie Owner during negotiations with prospective contractors, The Architect shall subsequently prepare a summary report of (lie negotiation results, as directed by the Chvtter. ARTICLE 2,6 CONTRACT ADMINISTRATION SERVICES 2.6.1 GENERAL ADMINISTRATION 2.6.1.9 The Architect shall provide administration of the Contract between elle Owner and the Contractor as set faith bchoev' and in the modified 1997 edition of ASA Document A2411, General Conditions of the Contract for Construct ion, -etwent-W-of the -date -©f 4his-Agreenleltk-Madi€ie+llions attached hereto as Exhibit A. Further modifiicatiolls _made to the General Conditions, when adopted as pail of the Contract Documents. shall be enforceable under (his Agreement only to the extent that they are consistelil utith this Agreement or approved in writing by the Architect. 2.6.1,2 The Architect's responsibility to provide the Contract Administration Services under this Agreement commences with the award of tete initial Contract for Construclion and terminates at elle issuance to (tic Owner of the final Certificate for Payment. However, the Architect shall be entitled to a Change in Services in accordance with Paragraph 2.8,2 when Contract Administration Services extend 60 days after the date of Substantial Completion of the Work. 2.6.1.3 The Architect shall be a representative of and shall advise and consult with the Owner during the provision of the Contract Administration Services. The Architect shall have aulhorily to act on tx half of the Owner only to the exlent provided in this Agreement unless olhcnvisc modified by written amendment. 2.6.1.4 Duties, responsibilities and IilnilatiOnS of authority of the Architect under this Article 2.6 shall not be restricted. modified or extended without written agreement of the Owner and Architect, witiraonseell eFtlte E onlrueior wltielt�ettserll will fro#-beusxeasonnblyir it}tile3d: 2,6.1.5 The Architect shall review and respond to properly prepared. timely requests by the Contractor for additional information about the Contract Documents. A properly prepared request for additional information about the Contract Documents shall be in a form prepared or approved by the Architect and shall include it detailed written statement (h, indicates the specific Drawings or Specifications in need ofeiarification and the nature of the Clarification requested. 2.6.1.6 If deemed appropriate by the Architect, the Architect shall on the Chvncr's behalf prepare. reproduce and disWbu(e supplemental Drawings and Specifications in response to requests for information by the Contractor, 2.6.1.7 The Architect shall interpret and decide matters concerning performance of the Owncr and Contractor under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made in writing within any time tiniiis agreed upon or otherwise with reasonable promptness. 2.6.1.8 1it(crprelations and decisions of (lie Architect shall be consistent with the intent of aced reasonably inferable front the Contract Documenis and shall be in writing or in the throe of drawings. When staking such interpretations and initial decisions. the Architect shall endeavor to secure faithhd performance by both Chvi er and Con(ractor. shall not show partiality to either, and shall not be liable for [lie results of interpretations or decisions so rendered in good faith. AIA tr[1CI JMENT 33131STANDARD }ORM SERVICES -IMi7 liDri U IN - AIA - C'UI'YnIMI r 1997-'riII,."ER1CAN INS `I']ll*1l'. OF .I&Cl11M75. 173.5 NiilV YC1RIChVF.NIAiN IW., Y%'Flllllll>'[3'rt1N, Il:[.'.21NInG-54x12. WARNiNCI: 1'nli iyis.tl 1,hr�rxY�yin��•iolat4-. I i;i 4 �4tiljll luixx wed +i'illauLjailLhaviuiffinrl qpl prtxiw.uiiui. 7hix dxrWlikrll ixss elulrurtiia1lYlpe� uwt1 vvNl liuini,:rirki uriLa ,1.14 and r+ul to rxrmxlu�xxl µilhuut vi�lutir,u wx11 Ilya dais ui'uxptra4ien ux udxvf bdom riectronic Format B141-19517 M 40 2.11.1.9 The Architect shall render initial deeisiions rcconlmcridations on claims, disputes or other matters in question between the Owner and Contractor as provided in the Contract Documents. flowever. the Architect's decisions on mailers relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. 2.6.2 EVALUATIONS OF THE WORK 2.6.2.1 The Architect, as a representalivc of the Owner, shall visit the site at intervals appropriate to the stage of the Contractor's operations. or as otherwise agreed by tie Chvirer and (lie Architect all Article 2.8. (1) to become geiterolly familiar with and to lite best of his knowledge keep the Chy:ter informed about the progress and quality of the portion of the Work completed. (2) to endeavor to guard elle Owner against defects and deficiencies in the Work, and (3) to determine in -general if the Work is being performed in-a-trun rter-lndiciaing-that-4lie-Worms-when-fill_r-complelet.-will- a in accordance svilh the Contract Documents. Howover, the Architect shall not be required to make exhaustive or continuous on-site inspections to check (Ise quality or quantity of the Work. The Architect shall neither have control over or charge of. nor be responsible for, the construction means, methods, techniques. sequences or procedures. or for safety precautions and programs in connection with the Work. since these are solely the Contractor's tights and responsibilities under file Contract Documents. 2.6.2.2 The Architect shall report to the Owner in writinn known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. However, the Architect shall not be responsible for the Contractor's failure to perforin lite Work in accordance with the requirements of the Contract Documents. Tile Architect shall be responsible for the Architect's negligent acts or omissions. but shall not have control over or charge of and shall not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. 2.6.2.3 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 2.6.2.4 Except as otherwise provided in this Agreement, or the Owner shall initially endeavor to communicate with the Contractor through lite Architect about (natters arising out of or relating to the Contract Documents. Communications by and with the Architect's consultants shall be through the Architect. 2.6.2.6 The Architect shall have•atlthonly-le refect Work that does not conform 10 the Contract Documents. W1lenevcr the Architect considers it necessary or advisable, the Architect will have authority' to require inspection or testing of the Work in accordance with lite provisions of the Contract Documents, whether or not such Work is fabricated. installed or completed. However, neillier ibis authority of lite Architect nor a decision made in goodf ailh either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect or tilt Owner la the Contractor, Sub:ontraclors, material .and equipment suppliers. their agents or employees or other persons or cntitics perronning portions of lite Work. 2.6.3 CERTIFICATION OF PAYMENTS TO CONTRACTOR 2.6.3.1 The Architect shall review and certify the amounts dice the Contractor and shall issue Certificates for Payment in such auoun(s. The Architect's corlifrcation for payment shall constitute a representation to the Owancr, basial on the Architect's evaluation of lite Work as provided in Paragraph 2.6.2 and on the data comprising the Contractor's Application for Paymei ' that the Work has progressed to (he point indicated and that, to lite best of the Architect's knowledge. infornialion and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing represctilations are subject (I) to an evaluation of the Work for conformance with lite Contract Documents upon Substantial Completion, (2) to results of subsequent - tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion. and (4) to specific qualifications expressed by the Architect. The issuance of a Ccrlificttc to Payment sirall.farther conslitutc a repmscntat on 4ha the Contractor is entitled to payment in the amount ecrtitied. 2°6.3.2 The issuance of a Certificate for Payment shall not be a representation thal (lie Architect has (1) trade exhaustive or continuous on-site inspections to check the quality or cluantily of the Work, (2) reyicived construction means. methods. techniques, sequences or procedures, (3) reviewed copies of requisitions received from 5ubcontraclors and material suppliers and other data requested by the Owner to substantiate the Contraclors right to payment. or (J) ascertained how or for svllot purpose the Contractor has used money previously paid on account of the Contract Sunt" 2.6.3.3 The Architect shall maintain a record of the Contractor's Applications for lhas meat. rlJrh 17tH;[Th1F:I+Tr n141.ST+4"vr7AEtID Frtfh;latil•:ItCIC1:5- x997 GJn"I"ION AIA-i'[II°w'kJ!tatl'1' 1497-'37t1':.�lIFiHICJW fN3"I'Slir[lipl°;I]iC'lil'IEC`I'ti. 1735 NJ -.W YORK AVENUE N.W., %"N.iluN(J rON. DC X0006.5292. N'AHN€NQ t'na Lin-. t phut,"- wing clidal w t 1-1. �Inriod laws and ;rill sabimi aha %iolatm I.'gal gl arvti°.r�. '��is+h.+Ea+ntu�t wa elairuni�aUy' pnaluuud wiUtpu-tnisRiiwn ol'ahu AtA atd,..u+ tic rrpn.Nruu %%1t11otol riolatim until die &to. ol'oparm n m mood W, ow Elt-Oronic Formai 131.11-1197 40 2.6.4 SUBMITTALS 2.6.4.1 The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for lite limited purpose orchecking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action shall 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 lite 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 shall not constitute approval of safely precautions or, unless otherwise specifically stated by (lie Architect, of any construction mralts, methods, teclwniqucs, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which lite item is a component. 2,6.4.2 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance wvillw the requirements of tile, Contract Documents. 2.6.4.3 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, tile, Architect shall specify appropriate performance and design criteria that such services must satisfy, Shop Drawings and other submittals related to tits Work designed or certified by the design professional retained by the Contractor shall bear such professional's wvriltcn approval when submitted to the Architect. The Architect shall be entitled to rely upon Cite adequacy. accuracy and completeness of the services, cerlificnions or approvals performed by such design professionals. 2.6.5 CHANGE'S 1N THE WORK 2.6.5.9 The Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with [lie Contract Documents. The Architect may,tvilh the prior written Approval of lire vnefs Representative, authorize minor changes in the Work not involving an adjustment in Contract Sum or an extension of the Contract Time which are consistent with the intent of the Contract [Documents. If necessary. lite Architect shall prcporc. reproduce and distribute Drawings and Specifications to describe Work to be added. deleted or modified. as provided in Paragraph 2.11.2. 2.£.5.2 The Architect shall roview properly prepared, timely requests by lite owner or Contractor for changes in lite Work, including adjustments to the Contract Sum or Contract Time. A properly prepared request for a change in lite Work shall be accompanied by sufficient supporting data and information to permit the Architect to make a reasonable determination without extensive investigation or preparation of additional drawings or specifications, if the Architect determines that requested changes in lite Work are not materially different front lite requirements of the Contract Documents. the Architect stay With the prior written approval Atile, Owncr issue an order for a minor change in the Work or recommend to the Owner that the requested change be denied. 2.6,5.3 if (lie Architect determines that imphcmcntation of the requested changes would result in a material change to 1110 Contract that may cause an adjustment in lite Contract Time or Contract Sunt, lite Architect shall make a recommendation to the OWllcT. who may authorize further investigalioat of such change. Upon such authoriealion, and based upon information furnished by the Contractor, if any, the Architect shall estimate the additional cost :and time dual Wright restdt from such change. including any additional costs attribulable to a Change in Services of the Architect. With the Owner's wvritten_approval, the. Architect shall incorporate Chose estimates into a Change Order or oilier appropriate documcnlation for the Owners execution or negotiation with the Contractor. 2.6.6.4 The Architect shall maintain records relative to changes in the Work. 2,6.6 PROJECT COMPLETION 2.6.6.1 The Architect deal conduct inspections to determine the dale or dates of Substantial Completion and the date of final completion, shall receive from the Contractor and fogv�ard to the Owner. for the Owner's review and records. written warranties and related documents required by the Contract Documents and assembled by Cite Contntclor, and shall issue a final Certificate for Payment based upon a final inspection indicating; the Work complies with the requirements of the Contr.icl Documents. wLh UOf I!5l1?NI ilii-s'rAm3AR1) FORM SI:HL [CFS - 1997 EDITION - AIA - COPYRiou'r 1997 1 IW AMEHICAN INS a l ri rill M ARC llrl'F:C'TS, 1735 ,NI:W YAM AVN.NIT N -W, %vASIIIN(frON. D.C.21111116.5292. WARNIK[i I Miansod Phdu-901113lil-61 ,ll.ti Vv Y0P%1la— -d gill ubjmldieViotalo k pl pnx+.'utSiptt. TlriS &vrn yet VV a.+0mironiwlIV I)p Vr ids pammitn urdie At mrd � lw r piNmIuvxt tjW"All ViO14 In walil aye date t o nic Fo ui mutat 141-. Elcctrunici�omwat BILI -11)97 CA C1 2.8.6.2 The Architect's inspection shall at the option of the Owner be conducted with the turner's Designated Representative to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and 91- completeness of the list submitted by the Contractor of Work to be completed or corrected. 2.6,6.3 When the Work is found to be substantially complete, the Architect shall inform the Owner about the balance of the Contract Sunt remaining to be paid the Contractor, including any amounts needed to pay for fatal complctialt or correction of Ilie Work - 2,6.6.4 The Architect shall receive from the Contractor and fonvard to the t7+,vncr: (1) consent of surety or sureties, if any. to reduction in or partial release of retainage or lite Making of final pnyrnenl and (2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens - ARTICLE 2,7 FACILITY OPERATION SERVICES 2.7.1 The -Arehitaet-slu}il-tnneel -with -fl}e -OWnor -Or -lite-t3wneT4 -Desigrtnit d -Representative-tromplly -alter 5ubs4nntiai GO tin plekelrl0 a :hexa}ee&fer4aei' rntiera- K_ : _ 2.7.2 Upon -request -of4he-Owner; -and -pfief-to 4he-eXpiFntkM -Of -one-vetxr4'rvm -the -dote-of -Sttbstr}nkat-Ceneplaton_'_l}e- �krtshiteet-sholl�ettduot�-}n®eting-vitt}�l}e-9wtter�tnd#lteews-Besigrurted-Replaaserttativa-Ea-review-the-fesilitg�eretie}};� And-piL'rfArnl#IriE+L B}}d-Ee�linlf&dpprglir69tC-rCCC-0It}nYef}df4tr�i5-lU-tlSi��M1M1l3Ct': ARTICLE 2.8 SCHEDULE OF SERVICES 2.8A Design and Contract Administration Services beyond the following limits shall be provided by the Architect as a Change in Services in accordance with Paragraph 1.3.3: 1 up to L%W (2 ) reviews of each Shop Drawing. Product Data item, sample and similar srrhmittal of the Contractor. .2 up to two trcr month ( ) visits to lite site by the Architect over the duration of lite Project during construction. .3 up to tw'o (? ) inspections for any portion of lite Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents. .4 up to two ( Z ) inspections for any portion of lite Work to determine Final completion. 2.8.2 The following Design and Contract Administration Services shall be provided by the Architect as a Change in Services in accordance with Paragraph 1.3.3; - ,1 review of a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect; .2 responses to the Contractor's requests for information where such information is ava'slablc to the Contractor Front a careful study and comparison of the Contract Documents, field conditions. other Chvner-provided information, Contractor -prepared coordination drawings. or prior Project correspondcncc or documentation,. 3 Change orders and Construction Change Directives requiring evaluation of proposals. including the preparation or revision of4astfuments-ef-SeMea drawiu s cifl__pc _,catiotts or other ductImcnIs, and not resultin from the Architect's negl'igertce; .4 providing consultation concerning replacement of Work resulting from fire or other cause not theiuult of the Architect during construction; .6 evaluation of an extensive number of claims submitted by the Owner's consultants, the Contractor or others in AIA lXXIIA'IRNI' 11141.s'rANDARD FORM SI:ItN1CFS - 1997 iii)rnoN - MA- CUl't'lguirr 3997 'I'n1? ANWHICAK l\11111 1: OF ARCMITICTS, (735 Nt'.W YORK AVd:NIX. N.W.. W+'CSnINOWN, D.0 2I1dH16.52M WARNINOi t lntiw wdgi�d+,xxpYm� siulaioc l r s, ta�r}n rpt tats mud trill suhjctt Ute weolattx Icy l pr lwiva. This &%UA 1 w&%al uxrmic lly ptud"md Aidr paimimim of Ute AIA and t_an Iv npio duvW tt4houi tiulAj n witil ilia LiW ul -VITaL m nvn Ao d WI ntt l l ctronicForntal B141-1997 4b 40 ruassrault rt of the Achiect; connection With the Woklovltisntdte .6 evaluation or stlbstitulions proposed by the Chviler's oo11suh0ms, if anY. or contractors and making subsequent revis'sons to lnstr�rnael3ts of Sewir7e dra3virl ss sMLr.ications_or other documents 1esn9ting therefrom,. .7 preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; or .S Contract Administration SMices provided 60 day's after the date of Substantial Completion of the Work. but ons to the extent hot the rfornlance of such Semi es is r ndered more cxpgllsive 10 the Architect them 2.8,3 The Architect shall furnish or provide the following services only if specifically designated ar atbcmise stteciF'icd herein: Services Responsibility Location of Service (Archirect, ()inner or rVui Prow fed) Description .1 Programming Architect Exhibit Ont ExMiLt One .2 Land Survey Services Owner Exhibit Oil Gcotechnical Services Owner .3 A Space Schcmatics/ , tow Diagrams NotNot P�tded .5 Existing Facilities Surveys Not Provided .b Economic Feasibility Survey Not Provided .7 Site Analysis and Selection Not Provided .8 Environmental Studies and Reports Not Provided .9 owner Supplied Data Coordination 0�yllcr Exhibit One ,10 Schedule Development and Monitoring Architect Exhibil One .11 Civil Design Architeet Architect Exhibit One .12 Landscape Design Interior Design Not Provided .13 .14 Special Bidding or Negotiation Not Provided Value Analysis Not Provided .15 ,16 Retailed Cost Estimating Not Provided Per le 2.6 & 2:>1 Artic .17 On -Site Projec(' Represciltation Architect Construction Management Not Provided .i8 .19 Stari-up Assistance Not Provided Rccord Drawings Not Provided .2o Post.contracl Evaluation Not Provided .21 .22 Tenant -Related Services Not Provided .23 .24 .25 Description of SMices. {Inset: daserrp!lons ajgje services designeledj R fer t Exhii 'st 1 las dated G lune 290ts. ARTICLE 2.9 MODIFICATIONS 2.9.1 Modifications to this Standard Form of Architect's Scn$ces: Design and Contract Administration, if any, arc as follows: Those attachedd here_lo. MA IXWt)%,WN'r 13141-STANOARID VORM SERV ICI S - 19971i17rrioN - AIA -COP YR101rr 1y97 -'rill: 10M RICAN INST 111'ri.OF AnCHrtliCT5, 1735 %,F W YORK AVEN IF N.W.. WASUINt1 ON, U.C. 219AX0192. WARNINQ Vnliom" ph AjWujiying jolatm ti.S. oVs} ight lava and will mbj,rxt We violator tepl prommi 6im,'thix doom A Wnx sl xsr�nically pi�xlu w1 Hdh tr�ni.Eaion irrtha> A[A and �:ni 1+� r.Tirriraual }vith�xit �`iulxtisin Wt41 Wo electroniclFormat B141-1997 i • By its execution, this Standard Fotm of Architect's Services: Design and Conine[ Administration and modiftaltions hereto are incorporated into the Standard Form of Agreement Between the Dwncr and ArchtlW. AIA.�t�umcnt BJ41-I'997, as lnodi&C that a as entered into by the parties as of the date: INDIAN RIVER COUNTY FLORIDA OWNER (si Yalura) Eran B Adams, Ctrglmian ()rint d TIMM and t Me) Insert A" bj2proyed by B -- DOW HO GILMORE A SOCIATES INC. A T CT {, i}7 atnrel jpffies H Howell Ale afar_,dant (Printed n arnc and I le) Insert -BLAUPAL Insert. C; 1 " c Insert Insert ` - -°— — - - - - - - — - — -- In91sj nivef ea A11UCOv'_d Cate Admin % 21 tlt7 {r I 7 AJA IX)CL WN' nt4l-S"r kNt)ARL1 voRNI SERVIC ,%- 1497 Wrt'lON - MA -COPY Rik III I' 1197 l'lli4 AMI} RICAN INti"17-I1717i OF ARCIII'l'l 4 IS, 1735 M'W" YORK AVF.\111: N.W.— WASHINUS'ON, 17.C- 20116.5292 WARNING; Vnliwrcal lrhx><<kt+lrping xinlal.�. li ti tlrl�i�l+l 14µs and ill rarhj," rlu tliuldWdo ISI lrrnt.9rMiar. 7hia J�nelnfelri was cl xtrrni-Iiy UvucW'Ud xe ith lrarn+t inn W the AIA and eM 1k^ nproduxttl µ itJnrrn xn Irlirn wail the dal. a,(tyriratira ><s notal bdm r. 1;1cclronicFornrat u141-1997 • 40 FOUNDrD 1934, ALDEN 8, DOW, FAIR Y 'dhga.wm DOW • HOWELL GILMORE - ASSOCIATES INC 491 NORTFIP01NT PARKWAY WEST PALM BEACH FLORIDA 33407.1964 ($61) 470 1776 FAX (561) 4781790 EMAIL dligaQaol.cM June 6, 2000 Mr, Thomas Frame Director of General Services Indian River County 1840 25" Street. Veto Beach, FL 32964 Re. IRC 'MAIN LIBRARY EXPANSION Vero Beach, Florida DHGA Project No. 99006304 DHGA File No, D-1.1 Dear Tom: IN I tHIUHS ARCHITECTS PLMNEFIS EXHIBIT ONE As requested, we have developed the following proposal to provide professional services for the above -referenced project. SCOPE OF WORK BASIC SERVICES (A): Provide standard Architectural, Structural, Mechanical, Electrical, Civil and Landscapelirrigation services including Schematic Design, Design Development, Construction Documents and Construction Administration for option 1, option 2 and ali Optional Upgrades (with the exception of the Impact Resistant Window System Upgrade) per the Expansion Report developed by this office, dated 7 April 00. BASIC SERVICES (B): The reinforcement of the existing Multi -Purpose Room roof structure and column -less enclosure of the existing, second floor to mace is a significanity more complex design effort as compared to a typical, single story addition on open land and will require a non-standard amount of effort by the Structural Engineer to properly analyze the existing conditions and develop details for field welding reinforcement to each existing steel member. NON -BASIC SERVICES Provide Building Programming, Site flan Approval (including hearings) and St. John's River Water Management District public permit modification approval. See the attached Conditions of Proposal (Exhibit Two), dated 5 June 00, for further clarifications of the proposed Scope of Work. COMPENSATION DHGAwill provide the above-described services for a fixed tee (unless otherwise noted) as follows: BASIC SERVICES (A): $147,500 BASIC SERVICES (B), $ 8,250 Total $1155,750 NON -BASIC SERVICES: $ 16,750 (Hourly, not to exceed) ®� MICHIGAN f7FFIGE IL aftefthga.CM 1111 II 31$ PIN STr1eFr f.11r1LAn10 r,11La11(;AI•I .l�ll•ftl i' r:+ N;1;r[SYG} fA[ l`1l'IN'.1;4.!t'r £•MA s e-1 4D Mr, Thomas Frame IRC MAIN LIBRARY EXPANSION B June 00 Page 2 As requested, we will submit a formal AIA Contract (B141-1997), including the revisions previously discussed, reflecting the enclosed condltlons. Yours truly, pp IiOVVEL-L GIWORE ASSOCIATES, INC. Mark lfgo ki A f Principal L 4W i 40 IRC MAIN LIBRARY EXPANSION t7OW+HOWELL•OILMORE•ASSOCIATES Vero Beach, Florida Architects•Intertors*Planners EXHIBIT TWO CONDITIONS o -PROPOSAL 5 June Oli 1. Surveying, geotechnical, test & balance and traffic services are to be provided by the Owner, as required, 2. It is assumed that the existing water and sanitary sewer service will be adequate to serve the new addition. significant modifications to the existing system required by review agencies is not included in the project scope. 3. The proposed extent of this project will probably require that a modification to the existing St. John's Diver Water Management District permit be applied for and approved. This proposal assumes the existing stormwater management system will be maintained. Significant modifications to the existing system required by review agencies is not included in the project scope. 4. it Is assumed that eitherthe owner orGorunty Building & Planning Departments can provide record documents andforreports regarding existing approvals for stormwater management. fire, protection, fire alarm, etc. 5. Telecommunication and data systems include an empty raceway and outlet box system only. Cabling, outlet devices, terminations and equipment will be provided by the Owner. 6. It is assumed that the number and location of existing fire alarm devices in the existing, unaffected areas are to remain. "ro revise thesedevices is not included in the project scope. 7. it is assumed that Construction Administration for the project will consist of a single phase encompassing approximately 8 months. B. All fees and printing for Site Plan Application, permitting and bidding purposes will be paid by the Owner. S. platting services, it required, have not been included within the scope of Work. 10. The Ownerwill provide access to the existing Multi -Purpose Room roof structure during the Design Development Phase, which will require the removal of all lay -in tile within the room, to allow proper analysis of the existing structural members. 1.1 1 40 DOWHOWELL•GILMORE-ASSOCIATES, INC. EXHIBIT THREE BILLING RATES 21 June 99 HOURLY RATE SCHEDULE $IHR ARCHITECTURAL 125.00 Principal 1 00 Administrative 85. 85'00 Project Manager 70.00 Staff Architects 00 70.00 Site Representatives 25 00 Senior Designers 55.00 50..00 DesigneNSenior Draftsmen Intermediate Drafters 45 45.00 Entry Drafters 40.00 Clerical MECHANICALIELECTRICAL ENGINEERS Principal 110.00 85.00 Project Engineer 70.00 Design Engineer 50`00 Technician STRUCTURAL 125.00 Principal 115.00 Project Manager 80.00 Project Engineer CIVIL 115.00 Sr. Principal 90.00 Principal 75.00 Sr. Professional 65.00 Professional 45.00 Sr. Technician 40.00 Technician 35,00 Sr. Drafter 25.00 Draftsperson 25-00 Support LANDSCAPING 120.00 Principal 75.00 P.M.IL.A.IPlanner l 65.00 P.M.IL.A,IPlanner II 45.00 Project Manager 35.00 Technical Staff 1 30.00 Technical Staff 11 25 00 Support Staff The above hourly rates are revised annually. 40 C-1 0 General Conditions of the Contract for Construction AIA Document A201 -1997 1997 Edition - Electronic Format Phis dM amen Ilan important T%al wnsegwrulox. Consultation %with on morn h is cnvvmragol wish Woof to ila eonplolim err uwdilicatim. AITRIE rIICA7'lON OF TMS ELECTRONICALLY 13%U -'TLD NA DOCUNIENT NAY lir. MADr BY UNMI i AIA Df1CUMENT IA01. '11is doaun t has Imes approval and uhdorsod by'ilhe A%wcialal Gutaal Contractors of Ant xiW. Copyright 1911, 1915,. 1918, 1925, 1937, 1951, 1959, 1961, 1963, 1966, 1967, 1970, 1976, 1987, 191997 by 1be Arn titan ht S tote of eWrit xSa Filtemth Edition. Reprodu liun of the rnAedal herein or substantial quotation ol'its pnsw7siats without wnReas porn tion of the AIA violates the <xV3Tight laws of the United, Statex and will subject the violator to leaf prosou tion. EXHIBIT "A" TABLE OF ARTICLES 1. GENERAL PROVISIONS 2. OWNER 3. CONTRACTOR 4. ADMINISTRATION Or THE CONTRACT s. 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 NVORK 13. MISCELLANEOUS PROVISIONS 14. TERMINATION OR SUSPENSION OF THE CONTRACT MA DOCUMENT A301 -GENERAL CONDMONS OF TIIE CONMR.ACT FOR CONS'rltl.ICTION - 1997 VIATION - A1A - C OPYRKArP 19" -TI IF, A11l:RICN4 1N.S'IS lrPC OF ARCIII-IT.CTS,1735 NEW YORK AVF'.NUR. N.W., V: ASHIN( l -ON, D.C. 2nU116.5293. WARNING, Vidi en" phatowp*p, violatos 1t.5 rxpyrigllt laws and will subject the violstwx to I V$ prnsnstiwm. This d-4lnant was cWtuaiwlly pr.xkK%sl with psnnw++i+m urthe AIA and axn br rgnodu x l wtheut vi" on until the date err c.Tiration as noted Iw41mv- FIMtrunw Forttntt A201-1997 Uscr Document: VERO -- 612312t1IN1. AIA Licenw. Number 111.4611. which expires on I161NM11 — Page tl`s 11 C-1 0 INDEX 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, 9.3.2 ADMINISTRATION OF THE CONTRACT 3,1.3, 4, 9.4, 9.5 Advertisement or invitation to Bid 1.1.1 Aesthetic Effect 4.113, 4.5.1 Allowances 3.8 All-risk insurance 11.4.1.1 Applications for Payment 4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9,5,1, 9.6.3, 9.7.1. 9.8.5, 9.10, 11.1.3, 14.2.4, 14.43 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, l 1.4.9. 11.4.10 Architect 4.1 Architect, Definition of 4, 11 Architect, P xtenl 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, 42,3. 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, 14.2A Architect's Administration of the Contract 3.1.3, 4.2. 43.4. 4A, 9.4, 9.5 Architect's Approvals 2.4.3.1,3, 3.5.1, 3.11.2, 4.2,7 Architect's Authority to Reject Work 3.5.1. 4.2,6, 12. 1,2. 12.11 Architect's Coo -right 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, 7.16. 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 19.5.1. 9.8.4, 9.9.1, 13.5.2. 14.2.2. 14.2.4 Architect's Inspections 4.2.2, 42.9, 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. 74.1, 12.1, 13.5.2 Arch'itect's Interpretations 4.2.11, 4.2. 12. 4,16 Architect's Project Reprasentativve 4.2.10 Architect's Relationship with Contractor 1.1.2. 1.6, 3.1.3, 3.2.1, 12.2, 3.2.3, 3.3.1, 3.4.2. 3,5.1, 3.7.3, 3.16, 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 Architcc(s Representations 9.4.2, 9.5.1, 9.11.1 Architect's Site Visils 4.2.2.4.2.5,4.29,4.3.4.9.4.2,9.5.1,9.9.2,9.11.1, 13.5 Asbestos 10.11 Attorneys' roes 3.18.1, 9.111.2, 111.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic DLrmil'lons 1,1 Bidding Requirements LII, 1.1.7, 5.2.1, 11.5.1 Boiler and Machirim, lnsurancc 11.4.2 Bonds, Lien 9.111.2 Bonds, Performance. and Payment 7.3.6.4,9.6.7,9.10.3, 11.4.9. 1L5 Building Permit 3.7.1 Capitalization AIA DOCUM-fl- Alt114JENF.RAL CO, EDr1 ONS 4n '17111 C(]Nrn.1C 1' Y[nt CS1NS I'Rl'4 4'll1N - 19'17 FI)M fN • A1A - �Ci PVnit➢11T 1997-111E A3�WRICAN IN3iT1'irll:: OF A1RC'1111EC-IR, 1735 NUM YORE: AVF: 0` N.W., 1AIMS tIN{ETON. U.C. 26[10!.-5292, WARNING tidii. -A Ph-41X-+I+ying vi„lar U.S, %Vp 7i fftt Um-% mid %01 mbluct the viohdor to I Hyl pra %nAim.. thin &WUnh*d Was 00.1r01riW1y Pnxluwd with punrCmirer nr rhe AM And I= tae KVMIuc><d wiuhaut Zigiim until dye darc orcvirvim As n,*,W 1w1m . Elccironic fiorinat A2111.1997 User Iaocumcnl: VERO -- 612312000. AIA License Number M4,011. which expires on 116!2001 -- Pago #2 L 1.3 Ccrlilicatc of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Certificates for Pavmcnt 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, 83.1, 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 Tin}ely Assertion of Claims 4.6.6 Claims for Additional Cost 3.2.3, 4.3.4, 4.3.6, 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 3.1 S, 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, l 1.5.1 Commencement ofthe 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,'1.9.1, 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 vvith 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, 114, 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.:5.7.2,6.1.3 Contingent Assignment of Subcontracts 6.4, 14,2.2.2 Continuing Contract Performance 4.3.3 Contract, Dcflnition 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 Alward 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. L2 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, 11.3.1. 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, 7.241.3, 7.3, 7.4. 8,1.1, 8.2, 8.3.1. 9.5. t. 9.7, 10.3.2, 12.1.1. 14.3.2 Contract Tittle. Dclinition of K.I.I CONTRACTOR. 3 Contractor, Definition of ATA 1)OL:UA'I1ihT e12G1-S]t•:NIiRA[. CONI)r1 ON5 (n- l'1Sri COh7TiACr FOR CONS 1'RtICT'ION - lsNl'r 1:1}rrnYN - rUA - CYiI'3'n1Cif CC W91- ME. "n-MICAN INSTI'11.r173 01: ARC']I I'MCIS, 1735 NF:W YORK AVENUE N.W., \l'MIUNr]TON, l}.C. 20M16-5294. WARMNU l5ahsmmA phuto.-pvhig tiolat- V4. mpyti& laws and tis ill swhl ed tha violelur to lepi prt a intim. lbh Lhx mit was c6inmmlly pndnwd with permlmion ul the Ali\ sad ran be urmiusaA w'ithtxd viol calm utdil the chle of r iralion asndnl Wow. Llmtronic Format A201-1997 User Document; V11RO -- 6123120110. AIA License Number 104 ANI, which expires on 1/6121901 -- Page 43 i • 3.1, 6.1.2 Contractor's Constriction Schedules 1.4.1.2, 3.10, 3,12.1, 3,121. 4J.7.2, 6.1.3 Contractor's Employees 3.3.2, 3.4.3, 3,13,1, 3.9, 3.18,2, 4.2.3, 4.2,6, 10.2, 10.3. ILLI, 11,4.7, 14.1, 14.2.1.1, Contractor's Liability Insurance 11.1 Contractor's Relationship wrath Separate Contractors and Ownces 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, IL4.7, 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, 33.1, 3.A.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, .5. 9.7. 9.8. 9.9, 10,2.6, 103, 11.3, 11.4.7, 12, 13.4.2, 13.5 Contractor's Representations 145.2, 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, 63, 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 Terminale 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, 73.6, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1, 9.14.2, 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,A, 7.3.6, 8.2, 10, 12, l4 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, 442. 1, 9.4.2. 9.8.2, 9.83, 9.9,1, 12.1.2, 12.2, 13.7.1.3 Correlation and Intent of the Contract Doc-uments 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, 7.3,33, 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, 13 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, 10.25, 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 ibr 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, Defnition of 8.1.3 Day. Definition of 8.1.4 Decisions of the Architect 4.2.6, 4.2.7, 4.2.11, 3.2.12, 4.2.13, 43.4, 4.4.1, 4.4.5, 4.4.6, 4.5, 6.3, 7.3.6, 73.8, 8,13, 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, 9.6, 9.7. 14.1.1.3 Defective or Nonconforming Work, Aeccplanec, 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.S,1 Definitions Ll, 2.1.1, 3.1. 35.1, 3.12.1, 3.12.2, 3.12.3, 4,1.1, 4.3.1, 5.1, 6, 1.2, 7.2,1, 7.11. 7.3.6.8.1, 91, 9.8.1 Delays and Extensions of Time 3.2.3, 4.3.1, 4.3.4, 5.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3,1, 7.4.1, 75.1, 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 or 1.1.1. 1.3,2.2.5,3.11,5.3 Effective Dale of Insurance 8.2.2. 11.1.2 Emergencies 4.3.5, 14.6, 14.1.1.2 Employees. Contractor's 3.3,2, 3.4.3, 3.8.1. 3.9, 3.18.2. 4.23, 4.2.6, 10.2, 10.3, AIA DOCOhWWA201-(fli'MiRALCONOMONSOF-1M-CRNCRAC-r FOR CONS ritt'cn N-t797Et)r'I'n1A1-AIA-['[lp�"w(arrwv7-,ritliA\itRWAN IN`N'TITtrM ()F .%RcjItiv.C'r')i, 1735 NEW YORK AVF:MU: N. %V. WAXIIIN(i'ION. 1)C 20005,5292. WA.R.1" INN Unci— tlpll t,.�VYu% %iulmtm 1). S. wp)ii0 lmend will miNDa dw violattw to Ngal prrnw Aiun. 'iiia tkm muri +cat til .i ,.n.:a 11y 1)wrin A %�M V, mi—m of the MA and Ear, Iw uVr tilar.>xt "ahwti vlmlAim tedif oto x4raa ore�riretiun as rtutcd N,;lwv. ffl6dronw Format A201-1997 User Doctlmunt; VERO-- 6/23120). AIA l=icense Numi r 103600, which cxpires on 1/612001 -- Page M4 • 40 4D 11,13. 11.4.7, 14,i, 14.23.1 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, 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, 9,14.2, 1021, 10.2.4, 14,11.2 Execution and Progress of lire Work 1. 1.3, 1.2.I, 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, 423, 4,3.3, 6.2.2, 7.1.3, 7.3.4, 8.2, 9.5, 9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3 Extensions of Time 3,2.3, 4.3.1, 4.3.4, 4,3.7, 4.4.5, 5.2.3, 721, 7.3, 7,4,1. 93.1, 9.7.1, 10.3.2, 14.6,1, 14.3.2 Failure of Payment 43,6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6 Faulty Work (Sen Defective or Nonconforming; Work) Feral Completion and Final Payment 4.2.1, 4.2.9, 43.2, 9,8.2, 9.10, 11,1.2, 11.13, 11.4.1. 11.4.5, 12.3.1, 133, 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 (Sec Warranty) Hazardous Materials 10.2.4, 10,3, 14.5 Identification of Contract Documcnls 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, 41.7, 4.3.3, 6.1.3, 6.1.4, 6.2.5, 9.3,2, 9.6.1, 9,6.4, 9.9.2, 4.14.3, 10,3.3, 112 l L4, 13.5.1, 13.5.2, 14.1,1.4, 14.1.4 Injury or Damage to Person or Properly 44,8, 151.2, 14,6 Inspections 3.1.3, 3.3.3, 3.7.1, 422, 4.2.6, 4.2.9, 94.2, 9.8.2, 9.8.3, 9.9,2, 9.10.1, 12.23, 115 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, 73.6, 8.2.1, 9.3.2, 9.8,4. 9.9.1, 9.10.2. 9.10.5, It Insurance, Boiler and Machinery 11.4.2 Insurance, Contrac(or's Liability 11.1 Insurance, Effective Date of 8.2.2, 11, L2 Insurance, Loss of Usc 11,4.3 Insurancc, O Nmr's Liability 11.2 Insurance, Project Management Protective Liability I l.3 Insurance, Property 10,2.5, 11.4 Insurance, Stored Materials 9,3.2, 11.4.1A 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 ofthe 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, 43.1, 5.1. 6.1-2, S, l.4 Interpretations, Written 4.111, 4.2.12, 4.3,6 Joinder and Consolidation of Claims Required 4,6.4 Judgment on Final Award 4.6,6 Labor and Malcrials, 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, 4.23, 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, 142.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.6. 3.2.2. 3.6. 17, 3.12.10, 3.13, 4,1.1, 4.4.8, 4.6, 9.6.4. 9 9.l, 151.21, IIA, 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 or 4.63, 12.2.6, 13.7 Limitations of Liability 2.3, 3.2.1. 3.5.1, 3.7.3, 3.12.8, 3.12,111, 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. 9.14.4. 10,3.3. 10.2.5, 11.1.2, 11.2.1. 11.4.7, 12.2.5. 13.42 AlA tX)CU%niNr A201-OF,hn_.nAI. CONI)I'I'n)\SOF 'II lt: Co) rrRAC'r Volt CONS'iRt 7CTI IN - 17 7 I? I)1TtUN -AIA - i.'4sl`7' H n 111'.1' I `J'97 -' 1'I n: AWRICAN INSTM111i 6F ARCittEWL'S, 1735 1,41A' YORK AVISNUH N.W., WASE 1INr TON, D.C. 21HH16-5272. WARNING: ['nliL.n�_ tl ph,X�w�tiing �inilaCur t�, 5. u P)yi& Iawb end will �bioa thy- violelm to lepi l nmw aim. Ibis dis nml cvaa LJMU,rtically prodwzd w nil F6ami. 0n virilia AM and cul ht npindw,d WOhcd viatstimwniflhadal�uf�,giifail.�lnvtldoit Inlmr. E'lectranic Format A201.1997 User Docunlenl: VrRO -- 612312t X). AIA License Number 11MAW, which expires on 116/21141 -- Page 45 • 40 Limitations of Time 2.1.2,2.2,2.3,3.2,1,3.7.3,3.10,3.11,3.12.5,3.15.1,4.2.7, 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. 93, 9.4.2, 9.6, 9.10.5 Materials, Hazardous 10.2,4, 10.3, 10.5 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, 9.1.0.2, 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 4,4.1,4.4.5,4.4.6,4.4.8,4.5,4.6.1,4.6.2,8.11, 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 23, 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, 13.7.13 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, 43, 4AA, 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 135.1, 13.5.2 Notice to Proceed 8.2.2 Notices, Permits, Pecs 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, 9,6A, 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 Chvner, Information and Semices 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, 6.1A, 6.2.5. 9,3.2, 19.6,1, 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, 14.1A Owner's Authority 1.6, 2.1. l , 2.3. 2. 4, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4A.2, 4.1.3, 4.2.4. 4.2.9, 4.3.6, 4.4.7, 5.2.1, 5.2.4, 5,43, 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, t2.2.2, 12.3.1, 13.2.2, I4.3, 14.4 Owner's Financial Capability 2.2.1, 13.2.2, 14.1.1.5 Owner's Liability Insurance 11.2 Ow -per'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 Ownces Right. to Carry Chit the Work 2.4, 12.2.4. 14.2.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Constriction and to Award Separate Contrlcls 6.1 Owner's Right to Stop the Work 2.3 Owners Right to Suspend the Work 14.3 Owncr's Right to Terminate the Contract 14.2 Ownership and Use of Drawings. Spccitications 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 A.1.5 Patching, Culling 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. 9,1t1,3, 9.10.5, 11.1.3. 14.2.4, 14.43 MARC7CtA1r.`A201{,F.NVRA1.Crft�P!]ii-3C7rJ4i7l'IIn:C:(1N71t1C"1'FS)RCONSt'11trUlloN-19971'@rrtON -AIA-01W) kit 411'1197- 'ME AMERICAN LN'sTTT"RM, OF ARCI11IT (TS, 1735 NEW YORY AVENM NW., WASIIIN(iTON, D.C. 204)(36-57.a2,. WARNING: Unlicvwtl g41,* upying vivlstm Lr,$, c,opyn& 1. s end will subluS Lha vinletat 1n 14W1 pnx dim. This do num slay utovmiwlly pnxle-d toith pmai tort of tha. AIA raid ems hv r pruduoW wilhand viuldbon until ttm dw10 of ergriNim m nr:Rsd h4:tmv. 1:1cctmnic PotTnatt A201-1997 User Document: VERO -- 612312000. AIA License Number 10461191, which expires on 1/6/211111 - Page #6 4D • 40 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 Paymcnt, Failure of 4.3.6, 9.5.1.3, 9.7, 9.10.2, 141.1.3, 1141,1.2, 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. t03, 11.4.9, 11.6 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 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, 33, 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 Drawi rigs 3.11, 3,12.4.2.7 Progress and Completion 4.2.2, 4.3.3, 8.2, 9,8, 9.9.1, 14.1.4 Progress Payments 4.3.3, 9.3, 9.6, 9.8.5, 9,10.3, 13.6, 14.2.3 Project, Definition of the 1.1.4 Project Management Protective Liability Insurance 11,3 Project Manual, Definition of the 1.1.7 Project Manuals 2,2,5 Project Representalives 4,2.10 Property Inguranoe 10.2.5, 11A 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 Represenlations 1.5.2, 3,5,1, 3.12.6, 6.2.2. 13.2.1, 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.I Resolution of Claims and Disputes 4.4, 4.5, 4.6 Responsibility foi "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 b_v 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 Shap 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, 1111.2.5, 10.3, 12.2.2. 12.2.4, 134,14 Royalties. Patents and Copyrights 3.17 Rules and Notices for Arbitration 4.6.2 Safety of Persons and Property 10.2, 10.6 Safely Precautions and Progranis 3.3.1. 4.2.2, 3.2.7, 5.3.1, 10.1, 10,2, 10.6 Samples, Definiti©n of 3,12.3 Samples, Shop Drawings, Product Data and 3.1 1, 3.42, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2.9,3,1 Schedules, Construction 1.4.1.2,3.10,3.12.1,3.12.2,4.3.7.2,6.1.3 Separate Contracts and Contractors I.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 or 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, 4.2.7 Site, use or 3.13, 6,1.1.6.2.1 A1AIiOMMFNrA201-UHNMAI.CONIA'lflti!ftlF'l'i!I'.C'trh'rRAC"l'FORCrfNtirRrf,11ON-19971;111I-ION.AIA.COPYRICKtl'i497-na:.i.1n:RICAN 1N5TrITM.. OF ARCIIIIWIS, 1735 '+I'.1C' YORK: VFN17, N.W., W,V.xUMOTON, 9C. 201Hlt,-5297. WARNINCa:. iYi9iwnw xl ph,.40oup>'dnE +tiolat,.z. US, oWyri& Iasis and will Fvhjwl thu vieldor to P VI pnvliu 'thin ducunuva +vas ,Ims,niully produ0A WON PvTmirai+ri of Ui:+ ,XIA and t= be rVrt du" "i hLuA vialstion wdil tha data nTn-Virali❑n IN 1109d helow. Flcxtronic Format A201-1997 User Dticument: VFR0 -- 6/2312(111x1. AIA License Number 10461x1. which expires ou 1/6/21x11 -- Page H7 r 40 4D Site Inspections i.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 i. L6 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, 122.6. 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 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 Subcontraclual 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,'1.10.3, 9.10.4.2, 12.2, 13.7 Substantial Completion, Dcrnition 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 surely 4.4.7, 5.4.1.2, 9.11.5, 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 (hurter 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, I I.4 f9, 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 Curse 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 lnspcelions 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, 7.5.1, 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, 9.141, 11.1.3. 1.1.4.1.5, 11.4.6. 11.4.10. 12.2, 13,5.13.7, 14 Time Limits on Claims 4.3.2,4.3.4,4.3.11,4.4,4.5,4.6 Title to Work 9.3.2, 9.3.3 UNCOVERING AND CORRECTION OF WORT( 12 Uncovering of Work 12.1 Unforeseen Conditions 4.3.4, 8.3.1, 17.3 Unit Prices 4.3.9, 7.:1.3.2 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 NAtx)CUSENr120t-OF NE RAL Ct1N13rr1ONSO1"llH:CONI-RACTFOR C1\tiTRtV11t)N-1997EDI 11ON-Al A- COPY RJOIfr 1997-T1IF.A WRIC'AN iNmTrtTM OF ARCIIIIT'.CTS, 1735 NFW YOPK A'Irl NVE,, N.W., WANIINOTUN. O.C. 201wt[,•5292. WARNING:. I'MiwilmA phAowpyuig noLd� V.S. WP5'rimm laws mdwill wlnjan the violalcn to 1.�I,u, l pro%ciaAw". 1116 dixulltatt wa+ 1"Al imlly lu,sl"" %silh p t•mimim of"the MA mid mi tc nprnduasl w0i,"A +.iolidjon until the date of cVbFaian as im" Wow. 1:lrcironic Format A201 -i,)0 User Document: VERO -- 6/2312000. AIA License Number 11146011, which expires on 1/6/2(X)1 -- Page N8 40 i • 9.2, 9.3.1 Walvar 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, 12.2.2.1, 13.4.2, 14.2.4 Waiver of Cousequentiai 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 11.4.3, 11.4.5, 11.4.7, 3.5, 4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2,. 13.7.1.3 Weather Delays 4.3.7.2 Work. Definition of 1.1.3 Written Consent 1.6, 3.4.2, 3.12.9, 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.I, 2.3, 3.9, 4.3.6, 7, 8.2.2. 11.4.9, 12.1, 12.2, 13.5.2, 13.3.1 .AIA 1It%:UASF.h'[' A2�IdiEs\F?RN. CUNDS'{'iONS UI 7111? CONIRACT FOR CI1NsTR 7CTn)N • 1397 t:{SLLtt1N • A[A • 4't7Pl"It.lCtl{3" 15197-7'l[t; ANWRICAN tNS"Fr1"LT L, OF ARCIIIII-I f5, 1715 NPM YORK AVENIT, N.W.. WASIIINMON, D.C. 2r1HY 292. WARNINO! t5shuatsed phAo"u 'ing violates LIA copyfi.ghl Iaws and will a51bjaA the W91a1ot to I VI pnuhaxAM-11is dowmvit was dtsi"i4ally ptoduutt with pmniasi9u ofdle AIA and � be t.Vn>tlu0od wuhcsi v6atati,n until Iho date of ZTki tim u mead hdm Electronic I''aiitWt !"201-1997 User Document; VERU -- 6/2312t'Kltt, AIA License Number IL14fM. which expires on 1/6/2001 -- Page 49 C-1 4b 4DM 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), Drawvings, Specifications, Addenda issued Prior to execution of the Contract, other documents listed in the Agreement and Modifications issued alio 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 imitation to bid, ]nslntctions 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 Contractotg iffier with the performance bond and payment bones if any._ 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 Modifeation. 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) cxcent as may6c expressly �oiided in the Agreement between the Owner and Architect or (4) between any other persons or entities other than the Owner and Contractor. The Architect shalt, however,. be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. 1.1.3 THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed. and includes all other Labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a pan of the Project. 1.1.4 THE PROJECT The Project is the total construction described in the Agreement 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 File Contract Documents showing the design. location and dimensions of the Work, generally including pians, clovations, sections. details. schedules and diagrams. 1.1.5 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work. and performance of related services. 1.1,7 THE PROJECT MANUAL The Project Manual is a volume assembled for the Work which may include the bidding requirements, sample forms. Conditions oftlic Contract and Spccjficalions. 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS 1,2.1 The intent or the Contract Documents is to include all items necessary for the proper execution and complclion of the Work by the Contractor. The Contract Documents are complementary. and wwlmt 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 wvith the Contract Docunlcmts and reasonably inferable from them as being necessary to prodtuce the indicated results. In the event offaa conflict or inconsistency in or among alto Contract Documents, or twvccn the Contract Documents and r�l_Ale codas. in efrecd at idle time the Contract Suim.is bid or n%oliated, the Contraclilr shall unless directed othenviso inwrilind; _llrc-(7tvnc_r,_provide the I&Mncst quantity, highest quality, highest deuce ofsafcly, an pigst string cnt material, ccluinment or work. 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. AIA 1)C7CClhiF.NrAte1-OF NERAL CON I)IIlONSe V1Iit,.CcINI'RAC-I ORCIlNS RIY"17t1N-1997FIATI1N-AIA-C 11IN1eI[ 11"1'1vh7- I"i IFrwNUM ICAN INSTI-nFrm OF ARCIII77,CT8, 1733 NEW YORK AVFN1W. N.W.., WASIIINtiI'(IN, 11.C. 201XW5292. WARNING: 1411 ,ti. d 11114muIlOIS Wulslus tI.S. mipyriyld laws Andwill mhjus Ilia vielsicn In 11VI PTx1 1diM. 'Ihis 4RWWIWI1t Iyaw VICX1Woial1ly prt 0uvl l W ill tion imim aii'Qi4 AIA and an to npnxlu ad %NIGMl vial slim Wait dlu dart• nre)uslim a! witad behrtv. Eilectrunic t-ormai A201-1997 User Doallmca VE RO -- 7A 112(ltltl, AIA License Nunllxt 10460tl, which expires on 11612WI -- Page 41(1 i 40 40 1,2.3 Unless otherwise stated in the Contract Documents. words which have %icll-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. 1.3 CAPITALIZATION 1.3.1 Terms capitalized in these General Conditions include those which are (1) specifically dc[ined, (2) the titles of numbered articles and identified references to paragraphs, Subparagraphs and Clauses in the document or (3) the Iitics of other documents published by the American Institute of Architects. 1.4 INTERPRETATION 1.4.1 In the interest of brevity the Contract Documents frequenl1v omit modifying words such as "all" and "any" and articles such as "the" and "on," but Uwe fact that al modifier or an article is absent from one statement and appears in another is not intended to affect talc interpretation ofeither statement. 1.6 EXECUTION OF CONTRACT DOCUMENTS 1.6.1 The Contract Documents shall be signed by the Oviler and Contractor. If either the Owner or Contractor or bolls do not sign all (lie Contract Documents, tilt Architect shall identify such unsigned Documents upon request. 1.6.2 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 or 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 describe the Work to be executed b3 the Contractor.UnIp Owner fails tom ArShitcc therefor Owner shall be dcemcd the owner of the Dravv'ins s. Srrccfticatlons and other documents and shall luive acrd retain all rights thcrcin. In the event Owner is ad'u�dycd �o have fade lojwy, Architect therefor owncrsl+i - of such Drawings. Sgecifccatmons and atlrer documents, and all ri ris therein, shall revert to the_Archite�t.ure h+slrumelw4s•af Service l+ronglt whielr!!te Wed, o- be -exeeuted by -take-Cvrttr*c1or as -dmri l: 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 CdllSlitla1115 _ -akid-Unless �therivkse-l3i[he111EYf the-AmMlec! a W-tare-Archirect5 onsukaH#s-shall-la-deemed the Hut71vr5 vf�l+enc c+s+efwil] retllirrnll�t++t►nlosriaw silltulofy tttttl oihet 4eSeried-'Ffglit5,-in -addllion4o-live copy'fights. All copies of-InAimments-or-Service such Drawings SpgciflcltlonS and other documents, except the Contractors record set. shall be returned or suitably accounted for to the Architect, on request. upon completion of the Work Tile Drawings. Specifications and other documents prepared by the Architect and The Architect's consultants, and copies thereof furnished to tilt Contractor, are for use solely with respect to ]his 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 Ute scope of [lie Work without the specific wvri;ten consent or the [hw'ncr,. Afehitect-and-Ihe, �4f+61l+iteG�-'S-EeHSwiiIN+AT5r-T�18'-der+}faet9r;-Isltbl5'anlfW6lOES,-$kk7j-SLti3e13n1faC{flr+.�nrid-mitteri++l-0f BtJwYipn3@}tl3Hppll'0r5-Hie-fiwltit[iri'{.'t!ti• to-usa-Hud-reproduce-++ppliet+Hfe-portiolts-of the�l]r+Iwin,gs; Spesif�srtlioaas and oil+er•doeuntenis-prepured�the-Arehiit�eEnitd-the- Af6llileegs-WWAllanls •appfepAuw 4o -and -for -use -in -ihe•exeeulierr' ef-their-Work -uoder -the -Gent Filet -Docoments: -All-eepios rrrn4ie aEwdw r Ilwis-Huthefii+f "". hall -hear -the statutory -copyright nolice Wang; sbawn-on ale i3r+wwin .-Speciftentiorls ftftd €+th documents-prepllfed -by -4he 4rohitect -and -the-Afebilccts colrsrrilanls: �ubHtillul •oF �Iistr{b+lti+tn -lo meet olaieiul rc�ult+loer fequirements-or-fof-other-purposes-in -con neeli(m-With -this-prajeci-is-+tot io-bo-construed us p+sb3icallion iu derognlivn•of the Arca+iteet's•or-Arebilect��ortsl+N+suis'-ofIpyrigllls-vri+tater-feserved-rights:- ARTICLE 2 OWNER 2.1 GENERAL 2,1.1 The Chvncr is the person or entity identified as such in the: Agreement and is referred to throughout [lie Contract Documents as if singular in number. Thu Owner shall designate in writing a represenlalire who shall Have express authority' to represent_bind the Owner with respect to all matters requiring the Ow'ner's rpjl_r�unlutien jlppfoval-or aulhor0lition. I:.rccpt as AEAIIUCI]hlls*irA21rr-(H'MRAI. CONtlrrtr1NsOF11l]iCO RAVTFrRCONSIRI`('IION.I'N17EIllON-AlA•Cl11'YRNiiII1997-tiII'.AiWRICAN IN4'rfl'IM; OF ARCIII-MMS, L735 NRW YORK AVENUE N.W.. WASHIN(rrON. DC .M"16-51+12 WARNING I1n Ii,,w,l lili�a.w,PS•mg +��olait Ils. um}rrgll racer and mill -ilpA lila %i,datlx to legalrinx ueattliun. '11i1x d- m'd war Ii"udu+ A uith I><a ni im of tic ,w1.� .+ j ern Iti r1j1r"atu11,d rvi0j.U% violitim kuru Uiv dalc""rarpira6A aw nnrud trcdntr. l:lcclroeiic Format AI11t-1'1x77 User Document: VFRO 7/11120110 AIA t.iceilu: Number 104600. which expires on 11612001 -- Page NI 1 41111111 40 to otherwise provided in Subparagraph 3.2.1. the Architect does not have such authority. The tenor "Owner" means the Owner or the Owner's authorized representative. 2.1.2 The Owner shall furnish to the Contractor within fifteen days alter receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice: of or enforce ankrnechanic's lien rights against pgyment or performance bonds. Such information shall include a correct statement of the record legal title to lite propery on which lite Project is located, usually referred to as lite site, and the Owner's interest therein. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER 2.2.1 "fire Onvncr shall, at lite 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 paymcnl obligations under the Contract. Furnishing of such evidence shall be a condition precedent to commencement orewfinuation of lite Work. Aller such evidence has been furbished, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor, 2.2.2 Except for permits and fees, including those required tinder Subparagraph 3.7.1. which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay lar necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent strictures or for pernnancnt changes in existing facilities. 2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limilations and utility locations for the site of the Project, and a legal description of lite 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 Chvner by the Contract Documents shall be furnished by the Owner with reasonable promptness. Any other infornuition or services relevant which are under Nae Owner's control and which are nccossary-to the Contractor's performance of the Work under-alae-Owner's-confroi shall be furnished by the Owner alter receipt from the Contractor of a written request for such information or services. 2.2.5 Unless otherwise provided in lite Contract Documents, the Contractor will be furnisbcd, 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 WORT( 2.3,1 If the Contractor fails to correct Work %%-]rich is not in accordance with the requirements of the Contract Documents as required-by,Faregmph !-W or persistently fails to carry onl Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop lite Work. or any portion thereof, lentil the cause for such order has barn eliminated-, however, the right of the Owner to slop the Work shall not give rise to a duly on lite part of the Owner to cxerciso this right for the benefit of the Contractor or any other person or entity, except to the extent required by 5ublxmigraph 6.13. 2.4 OWNER'S 'RIGHT TO CARRY OUT THE WORK 2.4.1 If the Contractor denials or neglu,ls to carry out the Work in accordance with the Contract Documents and fails within a seven-day period after receipt of written notice Cram the Owner to commence and continue correction of such deFatill or neglect with diligence and promptness, lite Owner rusty-uRvf-such-seven-duy-period -give N vnirucEar ra seeend wa+tlen notice#o-oorrecA-stwh-defwieneies-witlin-n-Ili ree&y-imiod-if-if-Contntetor-Witbin-stwh-ihree- lay-period-after-reeoipW.s toll second aro[iee foils [o etnrrtmelres and continue-to-emect-any defoiencies, lite 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 and ' expenses made necessary by such def nal, neglect or failure, Such action by the Owner and amounts chargal to the Contractor arc both subject to prior approval of the Architect. Its-puytntents "l- cirflereutler�Itraiite[orHraek+rtyronoliul7isienttacover-sttolrunttaunis theflflttroe{OFshalfpnWlwdifferetree-4iD4ke'-E)W*r: AIA [H1C'UALiiNT AYU1 Ct1ir�] RAI. CC)Nirl'i'IONs t 1 H IF", CONTRACT FOR CONS7'914717014 - 1407 I'DITION • AIA - COPyttlCUT 1797 -'1711: AAIF.tttt'AN 1N."l'1'ils'll? OF ARC'.111770,14. 1735 NI?w YORK AV NCI? N.W.,WASHINirl'C?N. D.C. 7041116•<31i2. WAR` INC I.lnli,a cod ph�eva�}�nr xinlaaaa. rJ.x. �Vyright NWA mid Will Wbied Cie vi' -144V to I VI pr�ldim- "Ibis tumI 6111 WAIN rl W rtuvA11W- pe,4mvil +r ith 1—niwoi vi Oic AIA wd wi IV Ivino wW 5130n al riutation wail the "e or �pirwiw ax noted trAmv.. lilatronicFormal A1111-1947 tfser Doc'imierll: VERO--7il U2000. AIA License Number 104600. ivhn.hexpires on I/0f20t11 -- f'agc 412 C-1 10 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 Cant racto r'sauthorized 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 its obligations to perforin 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. itispcctions or approvals required or performed by persons other (han the Contractor, 3.2 REVIEW OF CONTRACT DOCUiiAENTS AND FIELD CONDITIONS BY CONTRACTOR 3.2.1 Since the Contract Documents are complementary, before starting each portion of lire 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 lite Owner pursuant to Subparagraph 2.2.3, shall lake Geld measurements or any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it. These -obligations -are -for lite -purpose -of-feel tinting-eens"clion -by -the -Conlraclor -rand -are-not dor-the-purpese -of -discovering -errors: -emissions, -or ineensislemeies-in -4he-Conlsael -ho:never;-9ny-errers7.-ineonsisteneies4rr-omissions -discovered-by 4he-Contmc:40r shall he r4 Orted-promplly�o lite #relrilect as a-request-far-information-in-suc-lrformras-the Architeckr art requiwt Any -errors, inconsistcncics or omissions in the Conlracl Doeumenls discovered by the Contractor shall be r�rtcd promptl tq the Architect and the Ctrvucr as a rec-nest for information in such form as the Architect or the Owner may rMuirc. 3,2.2 Any design errors or omissions noted by the Contractor during this review shall b,', reported promptly to the Architect_ an the thenen in writlfla•_;-but -itis-reeegmievd-ihal lite -Gonlraetoes-review 4s 4nude-in-tire—Gontnik It s -capacity -as -a eentradof amd-not -as -a 4ieensecl-design -professional -unless -otherwise -speeilietkAy-provided -in -the -Contract -Doouments-'�lie While 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 the )wncr in writing. 3.2.3 if the Contractor believes that additional cost or time is involved because of elarificalions or instructions issued by the Architect in response to the Contractor's notices or requests for information purstiant to Subparagraphs 3.2.1 and 3.2-2, the Contractor shall make Claims as provided in Subparagraphs 43.64 and 4.3.7. If the Conlraclor faits to perform the obligations of Subparagraphs 1.2.1 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 shalt not ix: liable to the (honer or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents or for differences bow-cen field measurements or conditions and the Contract Documents unless the Contractor recognized or in the exercise of ordinary caro, seasonably should L)Leen nix such error, inconsistency, emission or difference and knowingly failed to report it in wrilinl to the Arehitccl. and the Owner. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES 3.3A 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. nrctlrods, techniques. sequences and procedures and for coordinating all portions of the Work under the Conirtcl__; runless the C onlrlka{-iioc�kmerils give other3peeife klnsirkelkans concerning -these -matters: If the Contract Documents give specific instructions concerning construction means, methods.. techniques. sequences or procedures, lite Contractor shall evaluate theyobsile safely thereof and, except as staled liclow, shall be fully and solely responsible for tho jobsite safety of such means, methods. techniques, sequences or procedures. 1 r the Contractor determines that such means, mclhods, techniques, %Muences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the 'Work without further written instructions from the Architect. If the Contractor is then instructed to proceed wilh the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Conlraclor, the Chvacr shall be solely responsible for any resulting loss or damago. A1�Ir7L1CUR31{PFt'ei2aldilsMikAl.r:irNl31'I'tLINSL1fi7'lit3[:f)PrfRAi"Cly[]iC.CYnhl4rtttlL:'17(1M-0971;I URM-AIA-001"' RIGHT IMPIF.NUM.RWAN INSTI'lirl'l: L)F ARCIIIIECTS, 1733 h7:w YORK AVIMI? NAV.. WA.SnnNUI.ON. DA', 204136-5292. WARt+IN0: l' -A -Lod photoav mg viwlatul La.:S. aipyrighl lmws and will a.uNed ata" violator to IAypl ptvwautilrl. 7yaij ltn"Mnt way r1.alrrxiiwlly pjmttit%A wiita lwvn14.siun ml-uii MA mid .•an ter tartwdkwud w0" ♦jol.idiunWa ilLila .(WUol'0grirasimnnndW Wow. llcctronic 1'onnlat A201-1997 User Dacumcnt: VE RO -- 7111126600. Al A license Number 104600, vv hick , xpircs on L/612M I -- Page N l 3 i 40 i 3.12 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor,- Contractor's employees, Subcontractors and their agents and employees. and other persons or entities perforating portions of the Work for of on behalf of the Contractor or any of its Subcontractors. 3,3.3 The Contractor shall be responsible for inspection of portions of Work already perfortned 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 lite Owner, after evaluation by the Architect and in accordance with a Change Order. 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and all other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. 3.5 WARRANTY 3.6.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may will -bo considered defective. The Contracioes warranty excludes romedy for damage or defect causcd by abnse, modifications not executed by the Contractor, improper or insufficient maintenance:. improper operation, or normal wear and tear and normal usage. if required by the Architect, or the Owner. lite Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 3.6 TABES 3.8.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by lite Contractor which are legally enacted when bids arc received or negotiations concluded, whether or not yet of ective 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 sccurc and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of lite 1t+nrk which are customarily secured aver execration of lite 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 perfarmanoc of the Work. 3.7.3 1Vhilc it R 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 obsen•cs that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Architect and [honer 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, ordinartm, building codes, and Hiles and regulations without such notice to the Architect and Owner, the Contractor shall assume uppropriale responsibility for correction pf such Work and shall bear the costs, lossesrtnd crpet• ?sea attributable to correction. AIA IX)t UW.N T A20i-C IENF.RAI. CONI)MUNS l7F'17tii CONTRAO' FOR WWI - l"711A)MON - AIA- COPYRRAIT 1".197 •'HIR ANT RICAN INS-IT'anrl7? OF AMIFFIEXTS, Pis NEW YORKWk. AVENUE k. WNWUNOTON, U.C- 20006-5242. WARNINIQ thliom.%W pho,kw, )ing v�iolato tl.8. pup5Tiy,t law, and will itLhloA tha ytola(w to I�&al proven ani dile J+ mint wa. a MnwiWly ps"kvd with p mmi.iw of Qw, AIA wad mi tw rvrruJUvaxi wAht" viotatimt tuait the dale urtwirtdim a na,.d hJove. I:.feClrUttlC I�otmal ".'.I11.1t1K17 User I)ocumenl: 1+f:RO -- 7/11121RK), AIA heel, Number 104600. which expires on VIV2001 -- Page #14 4D 3.8 ALLOWANCES 3,8.1 The Contractor shall include in the Contract Sunt 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 or 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 bill not ill the allowances., .3 wvhencvcr 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 Clause 3.8.2. l and (2) changes in Contractor's costs and other expenses under Clause 3.13.2.2. 3.8,3 Materials and equipment under an allowance shall be selected by the Owner in sufficient time to avoid delay in the Work. 3.9 SUPERINTENDENT 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The ,s;perinlendcnt shall he s�lisfaclo do the Owner. _ So hn as the M n�.ntendent remains employed �r the Contractor ori related emit thc,superinlendent shall not be rcolaced without the Owners prior Written consent. _ _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 cacti case. 3A0 CONT'RACTOR'S CONSTRUCTION SCHEDULES 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and ArchilccVs information a Contractor's construction schedule for the Work. The schedule shall not excecd lirnc 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 ofthe Work_ 3.10.2 The Contractor shall prepare and keep current, for the Architect's approval. as schedule of submittals which is coordinated with the Contractor's constriction schedule and allows the Architect reasonable time to review submittals. 3,10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submi(led to the Owner and Architect. 3.11 DOCUMENTS AND SAMPLES AT THE SITE 3.11.1 The Contractor shall maintain at the site for line owner one record copy of the Drawings, Spccificalions. Addenda. CIL ange Orders and other Modifications, in good order and marked currently to record field changes and selections made during construction, and one record copy of approved Shop Drawings. Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owvncr upon completion of the Work. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 3.12.1 Shop Drawings arc drawings, diagrams. schcdnles 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. AlA(x)C.17hn,rl'A2nl011NERAJ,Ctt,Nl)rrl1NSi1'17nCu grliACI'FORCaaN.S`rRtI["i`IUtiI-I!M771?r3I'rli1Y-X11A-C'i1Y1'k1[!Il'l'1'377 1nl wAn:Ftli':1ti INx'r3Ttrr4' OF AROU'll".CTS. 1735 NJ -'W YORK AVFNlili N,W.. WAslRNt.rrtN+a, D.C. 21xan6.5272. WARNING: Uoli,x l 1'.S' wpyrig lC Idw% and Will Nuhi 1a a14^ Violjt°W t. leyrt! Fnwaitiut. 71i1t cG.�..u°uun Mas �i ireanixvlly patnl°aai.S ++teat lr�rmi slut ur U°� °►L► w°J out Iw t yt�slu�+aa ++tifwut vipWitetuntil the doA o-rw4,0-dimx,nalAawlvw. l,IlitPUnIG format A2ll'. 1.°1°I] user Document: VERO -- 711112019), AIA License Number 1114600. which expires on 1l6d2tlttl -- Page X 1 40 40 40 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 egnipinCut for Some portion 0171110 Work. 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the 4L'ork 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 Subparagraph 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in (lie Contract Documents. Submittals which are not required by the Contract Documents may be returned by the Architect without action. 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. Submiltats which are not marked as reviewed for compliance with (tic Contract Documents and approved by the Contrtclor may be returned by the Architect without action. 3.12,6 By approving and submitting Shop Drawings, Product Data. Samples and similar submittals, the Contractor represents that 1110 Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinaled file information contained within such submittals with the requirements of the Work and of the Contract Documents. 3.12.7 The Contractor shall perforin no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submiltals until the respective stlbmiltal has been approved by the Architect. 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings. Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect ill writing of such deviation a1 the time of submittal and (1) the Architect has, Ayillt-pora roval of the Owner given written approval to the specific deviation as a minor change in the Work, or (2) a Change Carder or Construction Change Directive has been issued authorizing the deviation, The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings„ Product Data, Samples or similar submittals by the Architect's approval thereof. 3.12.8 The Contractor shall direct specific attention. in wriling or on resubmitted Shop Drawings. Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submillals, In the absence of such written notice the Architect's approval of a resubmissirm shall not apply to such revisions. 3.12.10 The Contractor shall not til: required to provide professional services which constitute the practice of architecture or cngincering unless such services are specifically required by the Contract Documents 1'or a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibililies for construction means, methods, techniques, sequences and procedures. Tito Contractor shall not be rcciuired to provide professional services in violation of applicable law. If profcsssional design services or cerlitications by a design profcssivnt d related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents. the ChvueT :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 soil 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 olltsrs, shall bear such professional's written approval when submitted to the Archi(ect. The Owner and the Architect shall be entitled to rely upon the adcquacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided [tic AIA 1JalC 11MRN'I' A201•UME HAI . CONDITION'S i 1P'i7 il•: C't WMACf FOR C'C 1NS'Ultl V11 IN - I 'a=17 Fill I 10N - A b% - CU1'Y klc it IT 1997 -'1'111' ."fl -V ICAN 1Ns'frnrn.- OF AnC111'IF.V18, 1735 NFW YORK AVENIT N.W, WASnIN1111M,. D.C. 20006-5297 WARNINCI 1.Wi,"wA lAi4iml)ymp vtolatm 51S uupyriltlil laws mid will subi %t arc violio r lu IcyYpl JJV*1%1AW47 'this drkulr]alt wes dwU-iwlly chili 1rwstlis. kvh ulera MA Aird rut ba ratrn�rluwa tvidnwt viuleli.+t vu>dil the Arte of ryriEslioaa ast n+dcd bat+nv. Ulecironicl-ormnat A201 -r )+)7 User 0ocurnati VENO — 7l11l2tkttl. AIA License N11111bCT 10441111, which expires on I/W20411 -- ltagc # l[r • • 0)vner and Architect have specified to the Contractor all performance and design criteria that such services must salisfv. Pursuant to this Subparagraph 3.1.2.10. the Architect will review. approve or take outer appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract Documents. 3.13 USE OF SITE 3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances. permits and lite 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. tilting or patching required to complete the Work or to make its parts fit together property. 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 (hvncr ora separate contractor the Contractor's consent to cutting or olhcnvise altering lite 'Work. 3.15 CLEANING UP 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of (lie Work, the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials. 3,15.2 if the Contractor fails to clean tap 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 3.96.1 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 Contracloi shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement or 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 rite copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. however, if the Contractor has reason 10 believe that the required design, - process or product is an infringement of a copyright or a patent, lite Contractor shall be responsible for such loss unless sup' belief information is promptly furnished in 3vri_ ting to the Architect and the Owner. 3,18 INDEMNIFICATION 3.18.1 To the fullest extent permitted bylaw and to lite extent claims, datnages, losses or expenses are not covered by Project Management Proleclive Liability insurance purchased by the Contractor in accordance with Paragraph 11.3, lite Contractor shall indemnify and hold harmless the Owner, Architect. Architect's consultants, and agellis and employees of any of them from and against claims, damages, losses and expenses, including but not limited to allorncys' fees. arising out of or resulting from performance: of the Work, provided that such claim, damage, loss or expense is attributable to bodily injure- sickness, disease or death, or to injury to or destruction or tangible properly (other than the Work itscil), but only to the extent caused by lllc-inlcntional yr negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or ;myotic for whose acts they may be liable. regardless of whether or not such claim, damage, toss or expense is caused in part by a Party indemnified hereunder. Such obligation shill out be construed to negatq, :abridge, or reduce other rights or obligations of indemnity which would olhcnwise exist as to a party or person described in this Paragraph 3, 18. AIA IDouttMa rdi' A2in-CiliNliRAa.CONI)IIIONSaaF7`tlliCt1N33L1rTfttRC[)FaYrRlI4"['[t1N- 1991FD1'I[ON -AtA-VO11YIt[tnrl' 1997- THE A'.1a nit'AN 1r4. llJJM-, of �VWIIIITVCS, $733 NIM YORK AVIiNM N.W.. WA.ti I11Nra'a'raN. t).C, 70CM&5292. WARNINti: 014arwu1 1.1 11t- uupyri& Imt wad %Q1 NaNixa Ole riulatm to I pi pr1 X-Wi , -Fill% i1mvN1lad w4s Ocaumlieany 11IlHaH" %tido} patolktll'FI 0 Ole AIA .vtd a he (.VwJa,-1 %%ifluod riatWtW Will the, dAC.lf a%pir+Qinn-aurid I l,m Electronic Format rv-401-1997 USID7 lhreumcnl: VFI1 0 -- 7/1112114M. AIA license Plumber 10MAA), iducli expires on 116/211101 -- Page N 17 r 40 3,18,2 In claims against any person or entity indemnified tinder this Paragraph 3.18 by an cniployce 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 Subparagraph 3.18.1 shall not be limitcd by a liniiiation on amount or type of damages. compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ADMINISTRATION OF THE CONTRACT 4.1 ARCHITECT 4.1.1 The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect" means the Architect or the Architect's authorized representative, 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner. Contrlctor and Architect- Consent shall not be unreasonably %villnccid, 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 lite Contract Documents shall be that of the former Architect. 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents, and will be an Owner's representative (1) during construction, (2) until final payment is due and (3) with the Owner's concurrence, from time to time during the one-year period for correction of Work described in Paragraph 12.2. The Architect will,�tse and consult with the Owner. The Architect will have authority to act on behalf' of lite Owner only to the extent provided in the Contract Documents, unless otherwise modified in writing in accordance will, other provisions or the Contract. 4.2.2 The Architect, as a iepresentativc of the Owner, shall will visit the site at intervals apprOpfi= to the stage Of the Contractor's Operations or as othcnvisc a rcedby the Owner and the Architect in Article 2.8 _{ l} of 1lieAkrcentenl-E3et,Len Owner and Architect jo become generally familiar with and to the best of his knowlcd> a keep the (Xvncr informed about the progress and quality of the portion of the Work completed, (2) to cn&-ivor to guard the Owner against dei'ccts and deficiencies in the Work, and (3) to determine in -general if lite Work is being performed in,u fully- eompleted -will-bc in accordance with the Contract Documents. Ilmiever. the Architect shall 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 [tic Conlractor's rights and responsibilities under the Contract Documents.�a}leept-n3 provided -in -Subparagraph -3.3:1. 4.2,3 The Architect will not be responsible for the Contractor's failure to perform. lite 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, subcomr,aclors. 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 -Arilten-direc# -cOrmr imieations -have -been - i)Wially nulhorived. the Owner and Contractor shall initialer -endeavor to communicate w'ilh each other through the Archilecl about nlalters arising out of or relating to the Contract. Communications by and with the Architect's consultants shall be through the Architect. C'onimunicalions by and with Subcontractors and material suppliers shall be through the Contractor. Com nut nications by and with separate contractors shall be through the Owner. 4,2.8 Based on the Architect's evaluations of the Work as provided in Subpalragrtplix,2,2 and on the data comprising the Contractor's Applications for Paymcnl, lite Architect will review and certify the amounts due the Contractor and will issue Ccrtilleattcs for Payment in Stich amounts, AtA tX)CtJMF. Kf Alb (-t n?NRRAI, Cd aNlltl'naNS t F Tl u : C( KVRA(A FOR CON' rlt l XTION - 11)117 F 11r1ION - AIA - VOPY R 10111' M7 - THE A&W RIC "oN INtilTfarrt3 ov ARciumSC7'tt, 1733 Nt;w YORK AVIiN11Ii N -W-, WANIIINirION, O.C. 141118.-3292 WAR.NINtt: Uilia NA ph++luE.-y+vett+. Vq-14111 VS wpyailft laws raid will uuhju+f tht yiolel<K w IvTAI pru tinn.'116 dwunianl %Vdk clwtr+yltwlty pnatuwxxl .lith patuixCum ofthc MA Aril oma kw iq,wtu,.J nrthntu si"ehliwl until t}ta d�lunfu�eiraaiun alit rr irrl Ixl+*v. Elaclronic l'ormal U0 14997 User Documcni: VURO-7111/201H). AIA Litmnsc islumhcr 1104600. which c.spitcs on 1l612trlll --Page kbit 410 40 4R 4.2.5 Tlic Architect will have-anlhority4o reject Work that does not conform to lite Contract Doeumenis. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Subparagraphs 13.5.2 and 13.5.3, whether or not such Work is fabricated. installed or completed. 14owwcvcr, neither this authority of the Architect nor a decision made in good failh either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect orlite Owner to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of lite 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 lite limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents, Tile Architect's action will be taken with such re4isonablc promptness as to cause no delay in the Work or in the activities of the Chimer. Contractor or separate contractors, awhile 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 ofwhich remain lite responsibility of the Contractor as required by lite Contract Documents. The Architect's review of tale Contractor's submittals shall not relieve the Contractor of the obligations under Paragraphs 3.3, 3.5 and 3, 12. rhe Architect's teviciv shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Archilecl, of any construction means, methods, techniques, sequences or procertures. The Architect's approval of a specific item shall not indicalc approval of an assembly of which iltc item is a component. 4.2.8 The Architect will prepare Change Orders and Construction Change Directives. and may, with the prior written approval of the Owner's RepL=ntative. authorrre minor changes in lite Work as provided in paragraph 7.-t. 4.2.9 The Architect will conduct inspections to deterinine the dalc or dates of Substantial Completion and lite date of final completion, will receive and forward to lite 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 ofthe Contract Documents. 4.2.10 if the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at lite site. The duties. responsibilities and limitations of authority of such project representatives t. 'fany. shall be as set forth in an exhibit to be incorporated in lite Contract Documents. 4.2.11 The Architect will interpret and decide matters conecruing performance tinder, 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 Paragraph 4.2. then delay shall not be recogniz.cd on account of failure by the Architect to furnish such interpretations until 15 days aflcr written request is made for (atent, 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 lite parties seeking, as a matter of right, adjustment or inEea3lrekotion of Contract terms, payment of money, extension of time or other rcher with respect to the terms of the Contract. The term "Claim" ;also includes other disputes and matters in question between lite (Av1.cr and Contractor arising out of or relating to the Contract. Claims must be initiated by written notice. The responsibility-le-substantiaterC1aims Shull -Pmt- ilh -the party -making -the Claim. Claim .shall be nitialcei b written notirc and studI Ix expressly stet tl ty be a Claim_yaneler tills AiA 1X)C(_INJF N'r A201 AWNFRAL CONDITIONS 01:1 HEMMIRWr FOR CONSTRI!e'ri V N - 1997 Fnrrn t N - AIA - 4VO PY n n H I r I V)7 - Till, AhtpRIcAN IN57TRr17 OF ARCna77?;t.", 17.15 Nliw Ylaltli. AVF.NIIF. NAV, WA SIRNOTON". 0-V 204.HKi 5292, WARNINYi1,htA,"1 hS winlMui tpS. mpyogit laws mJ will rwbiva slat violal<rr tis kwl pnwX.Jinn. 7hn drain nl wag cltAbInMAY pa.ulu W wdh pcmiiw+un ordie AIA aril � tx urrxluuA %Ohmst %J'Attim unliI Sha Jute urcvirwitir ar (1utO k1QW. Electronic Format A201-19517 User Document. VF.RO -- 7/11/24 N R AIA License Nmlllx;t 10•161W, "11 id i csplres on 1/61211)1 -- Page 01 J 111111111 • Paragraph 4.3. 4.3.2 Time Limits an Claims. Claims by either party shall must be initiated within 21 days ancr 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, wllichcvcr is litter. Claims shall 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 Subparagraph 9.7.1 and Article 14. the Contractor shall proceed diligently with performance of the Contract and the Ohvner shall continue to [Hake payments in accordance with ilia Contract Documents, 4.3.4 Claims for Concealed or Unknown Conditions. If conditions are encountered at the site which are (i) subsurface or otherwise concealed physical conditions which differ materially from those indicated in ilia 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 Ilia 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 evens later than 21 days alter first observance of the conditions. The Architect swill 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 Contrast Sum or Contract Time. or both. If the Architwi-determines-that-the conditions at the site arc not materially differcin from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall so notify lite Owner and Contractor in writing, stating the reasons. Claims by either party in opposition to such fin�detormination must be made within 21 days after ilia Architect has given notice of the f -dim .deeision: If the conditions encountered arc materially different, the Contract Sunt and Contract Time ,,Ball be equitably adjusted, but if the Owner and Contractor cannot agree that the conditions are matcria9kv different or cannot age on an adjustment in the Contract Swim or Contract Time.. tine matter shall be adjust am slhall-be-referred-to the-A.rehitest-fvr-ilriW determination; subject to further proceedings pursuant to Paragraph 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 Ilia Work. Such notice shall include to the extent then known h Contractor, full details and substantjatjng datato_rmt evaluation l_yI the Owner and the Architect. If further, or other, information su ucntly nres known to the Contractor, it slla�ll be PMO -M { fumislled to the Owner and the Architect in writing, Prior notice is not required for Claims relating to an emergency endangering life or property arising under Paragraph 10.6. 4,3.6 If ilia Contractor believes additional cost is involved for masons including but not lirniced to (1) a wriilen interpretation from the Architect, (2) an order by the Owner 10 stop the Work where The Contractor was net at ]atilt, (3) a written order for a minor change in the Work issued by the Architect. (4) failure of payment by the Owner, (5) termination or the Contract by the Owner, (6) Owner's suspension or (7) other reasonable grounds, Claim shall be filed in accordance with this Paragraph 4.3, Iailurc to lilt any such laims in accordance with this Paragraph 4.3 shall constitute a Ivaiver ihcroof. 4.3.7 Claims for Additional Time 4.3.7.1 if the Contractor wishes to make Claim for on 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 Ilia case of a continuing delay only one Claim is necessary. 4.3.7,2 if adverse weather conditions are the basis rot a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were seasonally abnormal at the 1'roiccl sile_for the period of time, could not have beett reasonably anticipated and had an adverse effect on ilia scheduled Lonstnaclion. 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 11rc1titect a ld- the tyllier 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. Atli I)tlC:l Ihn:N7' A2fa1 �[IICPniRAI . l'r3Nnl l'U MNS Ci}"t7 n; L'U\ I'kAC` S- VOR C aN;Si't I V VIl IN - 1997 V .I l I lh VN •AIA - COPYRIGHT YRnit tT 1'I'a7 .'tit HE AWRICAN INtrrt7i17'n SIF ARCIRIT.C71'a, 1735 NEW YORK AVl•:NLn: N.W.. WANHINrITON, D.l, 21usl6-5272. WARNINtVIhtltrvtaut F4iolma,rvirg v'u+Maur 1r:S. LvIpyaijou lawn andwill whjW* illu violatur to ILVp%Pna AXAUXI Wx "vi"l was v^h "mi-Ily rro(lo W %khh PvTutiaviLat utfliv AMA and vwl 1 r 1n.wNwd uwidwt vivlatim wdil die data of ev iti trot) au nolo i ttihxv. litcthrontc Formal A201-1997 User I)ocunlcnl7 VENO -- 7/11/21M. AIA Licensc Number 1041100, which expires on 11111211111 -- Riga all] 4118 40 C1 4,3.5 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 writ prices to quantities of Work proposed will cause substantial inequity to the (honer or Contractor, the applicable unit prices shall be equitably adjusted. 4.3.10 Waiver of Claims,_7=he Contractor waives Claims against the Owner for principal office cxWnscs including the compensation, of ncrsonnel sea ion there, xce Utose directly assirrtcd to the. Proicet to the extent of such assignment. C�xiuns�ar-C-erisequen4is3-Da�,.;�C�ntiacit�-arid r,.,'�....e,--.,...i.,iv+e-Cleitns�7gatinsE�easiutetlier-fnrcoutsraqucnrtitul-daunages- urisirigottt-uFar-teittEing-tcHiiis-treiiEriiei-T�ii�mutuni�wutiver-i rel tides: .1 damages 4K-urfed -by -the -0WJWF-for -rental -tperises, fur -tosses of -u -incom[:,-proFW-ff+nandn&-business •mid- reputatiutt;-rind-for--]ass-of-liiaalageusieiit�r-empkiyee-prodtcf;Eivity-tsr-aF#he-ser�iee��rsuiis; tiiid• .2 damages One erred -by -(lie-Eentractm -fez-princ"l -office wises -including -the -compensaitien -of petserinel stationed-there.•far-losses-of•financing,-bines end reputation; -and -for -loss -of profut eseepk-anticipated-ptofil ul�stlrg-r�irestiy-fret---(lie 1Vor#. This-muftnil -waiver -is -aWk- able-, without 4ili3itetiow -to -all -fwoi�oential -damages -due -to -either IvEty!s germination irF ueeordnnec-'with-Ariic�-l=i--NW hingcuiitaititin-in-{hist''suis}viae-gralvtu�i:1[3-s4iaill-liedcemetilo-preehude-tun-tuwordtiFliq}uidntc�€l direct dantliges-vibe:t applisttbto-iaraoeerdalieu with-tht�rt[lttirenx utsuF{liCeaitroet flt7einncnks 4.4 RESOLUTION OF CLAIMS AND DISPUTES 4.4.1 Decision of Architect. Claims, including those alleging an error or omission by the Architect but excluding those arising under Paragraphs 11,3 through 10,5, shall may, upon wguest ofboth the Owner and the Contractor, be referred initially to the Architect for a recommendation.deeisiori inifini desisien by t13e�ArchitecFhall4ac�ec{iiirad•as-n corudition preeedeni t[3-treedinfion-airisitzar-error4itigption-of�iil-C�ueiras-betweetttiie Coiierase[�rtnd�wner-arising-pricir-te-the durte�+mil-pnymettt� due turrless 3tt drays iiuve passed after flue C�taifu }res beer- refereed Ia the Arc iitec witilr w4eEision-having been rendared-by-the- Arehiteet. "', ;,-^�itestivt11 not deeid disptates Ifetween a Contnac ur�ttid persons orentitiesuther-ratan-the-Owner 4.4.2 The Architect will revicw all Claims referred and within ten days of the receipt of the Claim lake 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) recommend_rejcctit the Claim in whole or in purl, (3) recommend approval of approve the Claim, (4) repmniend suggest a compromise, or (5) advise the garlics shat the Architect is unable to make a recommendation resolve --euro Elairn 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 make a recommendation. resolve"theC1airtt: 4.4.3 In evaluating Claims, the Architecl may. but shall not be obligated to. consult with or seek information ftont either party or from persons (villi 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 Ow'ner's expense. 4.4.4 If the Architect requests a party to provide a response to ar Claim or to famish .additional supporting data, such party shall rospond, within ten days after receipt of such request, and shall either provide a response or on the requested supporting data, advise the Architect when the response or supporting data will be furnished or advise the Architect that no supporting data will be furnished. Upon receipt of the response or supporting data, if atny, the Architect will take one; of the last 1ol7r j4j_ numbered actions contemplated in 5ubparagraucih 4.4,2 in writing, s ' lin "thc reasons therefor. _ eilher-reject-or-upprm-the Olainr in-whale-px-in�xtrt. 4.4.8 The Architect will approve or reject Claims by written decision- which shall state the reasons therefor and which shall notify the parties of any change in the Contract Sum or Conlract Timm or bolls- The approval or rejection of a Claim by the Architect shall be final and binding on the parties but subject to mediation,, and arbitration: 4.4.6 No -s bjE t tO•ni#]dintlfl13-n11d 11iiSktFitt113ar AIA t7[7C I )IM M i" .L2U 1-G1iNF![LV . e'[7Nl]rt"[f )SIS i I F'T11K S'f IN'17tAf°'4' F't11t S 7 )N5't'kS C't It 7X - 1'1'17 ti171'I"It };,I - ,11 A - t'e }]'1 li It a l 11 1-4117- 11 IF AMERICAN INsarllrli; of vitcurli-crs, 1715 NEW Y01a.K AVENl"cls N.W., WA:4kl.IM'1 rN. I)f-'. 204106.5297. WARN1141 1'nle�.n•..xl t�h,�ew,�»ing vttidulrs t1,S. cwvri& Irvin and will whioct Ira. violaw to Icy/d th.- AI.\ and — Ix• r.Vralu.W wWuKa viotrtiin,na(il a�c�Lrlu of rM^glir�klrun r+�m�lwl k7�rnv 11wruutc format A2411.1997 User DOC'U lent: VERO-- 7/11/2000 AIA I.ia:nw Nu7nlxr Ili4fi1>tl, vyhicdt cvparizs on U612i1111 fhkge N11 4• arid-(�;•n•denuand-far-otlaitrtr#ion-ef-n-C-kltint�-evsred•hy-sttslitiel:islon-rlwsE-tae anktlie-w#thin�N�cluys-ltiler-#ase-dn#e-ott�r+liieh-Ihe- 1 potty-tike#i:#il�ilfe�enifk}ld-irE£�1VN5-#1iL�#frrNl-�r�tt('Fal-d4'Gl53an�-IRC-}-ffH#arBtRd�`nlfkildarlH4Eililoi}-Withili3Fald-3I1d�� r- Wlrt#-in 4ho4kroWleet's-decision -becoming-renal-und-binding-upon-the-Owner-uad-Contmeelor -If -Hie-Arshitec#-renders-n- decision-afer-Hitfltralion-proceedln s-have•been-ini#inio&,,-soda Aecision -may -be -entered -as -evidence;-bra"hoII-not •supersode• nrbitrali+ant-proceedings nn#ess Hae dt'ei'Pion-is�re�eplaibl�So ak}I pur+ies coneer�ke 4.4.7 Upon rcocipt ora Claim against the Contractor or at any lime lhcreafler, the Architect or the Chvner 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 or a Contractoes default. the Architect or the Owner may, but is not obligated to, notify the surely 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 Ixiriy asserting such Clllina may proceed in accordance with applicable law to comply with the lien notice: or filing eleadlines prior to fill til resolution of the Clai in. by-the-Arehiteo by medintien-o-W-nkbitratioa.- 4.5 MEDIATION 4.5.1 Any Claim arising out of or related fo the Contract- cxtxpl Claims relating to aesthetic effect and excerpt those Waived as provided for in Subparagraphs 4.3.10. 9.100 and 9.10.5 shall, -after -initial -decision -by -the -Arcilitee4-OF 3iiAm-after- subrrlissi4n�f 1110 C#airra 1a41aoy4rehiteet be subject to mediation as a condition precedent to arbilmtion-or the institution of legal or equitable proccectings by either party. 4.5.2 The parties shall endeavor to resolve their Claims by mediation rvllich, unless the parties mutually agree otherwise, shall be in accordance with the Construction industry Mediation Rules of the American Arbitration Association cltrrently in effect. Request for mediation shall be filed in Writing with the other Ixtrty to the Contract and with the American Arbitration Association, The -request -may -be-made-coneurrently -with -ilia -fifing-of-a -demand -far -arbitration -bul; -i n-Aeh-vVefA-.inedimion shah-proceed-in-adwunce-of-arbitration or4egul{rr-equi1able1meD -dings:-whiich-shall-be-Aiiyed-pending-medication-fer-wperiod- oFGt1-drtysdrom4he•dateof-fiW tangstayed-for-a-longer-Ntiod-bytigreentent-of•ihe-partiesor-court-order- 4.6.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall lir held in the place Where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as sell lenient agreements in any court leaving jurisdiction thereof. 4.6 ARBITRATION 4.6.1 Any-Chann-onstag-4111-of reloting-to mthetkc-O e'ct and-ew. ept-these-w aiYed- a"mvided-roman-Subparagraphs "-�"�°,'[l l-nitd ltl � lanit alterdeoisielr 4#ia AroltifeEt 4r-311day"fler-submission-4F the-C4nim-lo-1he-Ambiwet; be -subject 4o-mbilrniion- -Prior -to -arbiI ratiom-ilia -parties-shall-endeaver-to -rosolVedispules-by- ntedilktioli-iii-iw-ewdanee-with-iiie-prov4sionsaFPnmgroph-.S: 4.6.2 be decided -by -11 rbn rat ion 4he-parlieS Mfittaa#ty ti�`r�G f)#IrBrwt9e sliall-be4n-aoc,w&nce-with-4be�4nsinletion-Industry Artiitralion Rules -of 4he-American-Arbitration-Association-currently4n- efrect-.-The-dentaud-fair-arbilraton-shall-be-fiiled-in-writing-with the ether -party 4o -the -Conlraet-and -with -4110—Aawrieanr ArbitratiowAsscieiatien-and-wc ipy-shall-be-ltled-with4he-4rehiteci. 4.6.3 A -Mannd -far -arbitration -shall -be -made -within -file -time -units •speeirted -rn Subporaprophs-1-t:li -and 4,61+ -aa- ap�ptlettbto--tial# in Wilier-eases•wiiltin-a-rcviwntibteaimetifier-file Claim-lids-tiri�rattd in-ata-eves+t shatl�t-tie-rttlttie a#laii=th0 dale when -iii Aitutien 4f4egat-er•equitable-pfoceedinp-bused ern sueh-C nim-wotild-be-bon,e f -by 11tH applieitble sfafuKior4intitltfiotis as•deterntined-pursuant fct l?nragrttpl�l3:7: 4.6.4 fr4mita44ark-an Etinarotiitniiutt�F Jta4nefer: i�lo at#itnition arising out afar relrating tuihe nninlet-shall, irtelrnie:•by consotidalian-OF joirider -of an- any •o#her -mu nner;-tate-Architect; •Nle-Are-llikeas eliiplayees-or•coiKultont'S.. ,exceAl-by'writken £eliseitl e(tntaititng 5}a0ctifia referent2 tache Agreenienl and sig4W by-the-Areluteet„Owner, Conlracter-and anyother-persmver entity -sought4o-tai-joined:-No-arbitration-shall- include; -by consolidalion-or jeiinder or in -any other Fnmlawr:-parties-4ther4h0n- flte-owner.-contrarctor;.a.. wWrate-eentrEKloF-as-C1mribW—ill-Ar#rcla 6 and other -Mirsons- substantially -involved . in-a-txa amon- MA1rOCC1tvFNI' 1201-GVNFKAS.Cys?3OMONSOF711F.CY7Vl'RAe:"rFORCY1NIKIRIX11ON-17971101-11ON ,MA-C"en'1'FtIWIT1917 1 11 AMERICAN INWITI r17i OF ARC10`r1*.!N. 1715 NEW YORK. AVEN47:. N.W, WAYit1NGION. 1)C' 210)6.5293. W.1RNINO I'nlmn1,04 plartolWymg AiOal- US ,wkrynJi, Ism and will autry" Ihu +riulatnr It, I(VI 1'r—dim 'this JJxVMJd was pri>.tuesA anal Mnsiarim of thr AFA + d can tv nrn%Iv 4 ""oue viulalion mlil thu dat, al•a.,piratiwo aR naled MOW. t:lcctrmliCl^4mwl A101-1997 User I)ocutlicnt: 1111110 -- 711112tKKi- AIA I.iuiise Ntiinber I04010. uhic h e\pires on 1/6121KII -- Klgc 422 40 40 � Stion�F-�A�r-Isco-whorse-prrrce�s�raRttired i€-cxtttrplete-relief is-to-ba�lecvrded�n�ket+ilraklen.-l3k► person•er�entiky-r#lter- than 4he•Owliear-Emir"or•ur-H-sepurolG-0nttrttotvr-as-desorihed4n-Artiole-6 -shall •beAncltlded-ns-an-original tltsrd-pnrkg of uddMonal -third-pnt#y -to-on -arbitration -whose 4ntorest -or-responsibility -is-insal>sknnkiab-Eonsent-to-arkrikralion -involving-fln- ttrtditianal person 4r erttity shallitoFeoastitttte eett5entdo-arbatrirtion of a laiar trot de5eribed kilereia-or- with-sa-person•or-entity- nvt-nanted-or-desoribed-therein, -The -€sregoing-agreement -to -arlritrale-and -other -al rean enis-to-rlibitrale-with •nn-addilional- lrerson-oF-earity-duly-,consented-to-by-pt+rties-to -the -Agmernent -shall-be-speeiFrertlly-enforoearble -uu&F-a pplieitble-low -in-awl- cottrt hlrwyng jurisdiction thereof 4.6.5 C-teims-and -Timely -Asseetion-of CIaims: -The Imoy4Aing-u-notieeW-demand-for -arbitration-nnrst-uswri4n4he- dernan[# aklhtintslteat llaaaowra �utltatt party est wvlaieh�trbitrutiorr is perntittetl to ltelelttortded: 4.6.6 Judgment-m-Final-Awilyd,ite�twrtrd rertdered by khe arbitrator�r arbikrokors�1lail-he llna ttrxi jtadgment nary 1>e entered-uptnr-it-i"ccordaanee- wid"pplicubkt-luw-in-zany-ewrt-havint; jtrri4ctiort tktemof- ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Conlraclor to perform a portion of the Work at the site. The terns "Subcontractor" is referred to throughout [lie Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The terns "Subcontractor" docs 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-subcontraclor. 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 Otvncr 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 rich principal portion or the Work. The Architect will promptly reply to tits Contractor in writing slating whether or not the Owner or the Architect. alter due investigation, ))as reasonable abjection 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 %v-sth a proposed person or entity to whom the (honer 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 Conine. ,nr shall propose another to whom the Otyner or Architect has no reasonable objection. If tho proposed but lcjected Subcontractor was reasonably capable of performing the Work, lire Contract Sum and Contract Tinto shall be increased or decreased by the difference, if any. occasional by such change, and an appropriate Change Order shall be issued before oommencomcnl of the substilutc Subcontractor's Work. Howovor, no increase in the Contract Sum or Contract Time shall be allowed for such change unless dile Contractor has acted promptly and responsively in submitting names as required. 52.4 The Contractor sharp not change a Subcontractor, person or entity previously selected if the Ovocr or Architect makes reasonable objection to such substitute. 5.3 SUBCONTRACTUAL RELATIONS 5.3.1 Cly appropriate agreement -written, written -where-legrrily required -fur -Validity: the Contractor shall require each Subcontractor, to the extent of lite Work to be performed by the Subcontractor. to be Ytnand to tide Coatnlclor by ferns of the Contract 'Documents, and to assume toward the Contractor all the obligations and responsibilities. including the responsibility for safely of the Subcontractor's Work, which the Contractor. by these Documonts, assumes toward the (ironer and Architect- Atn.1xM_'trstf;Nr«iter-(u'.NI:ItU,CUNUl7nahn.tal• aur•.COM,aACrtcaltr�carrs rulrr.-I•Itru• lyszt.lrl•rtra .,un - elaPrulrtrr I�rrz-Tllt.�stitr.lear.l, ITlS'r17� M'. rat" ApC1111WIN, 17.x5 NEW YORK AVtiRi'I. N.W.. Wi%N111 lMON.. 0 C. 7iH1116.9292 WARNIr.'r;: Oili,v�l pray ,pvi„g +,inlatu� 1, ti. vupysildu law. wid will aulijaA the vi"tMW to I¢t;cl rr,w 141itia. Ihih xl,xunt.anr wew eltvr,mwolly 1wilaml Kish romil Rim MAO AIA caul coin IV r.� k 110M w,rhMA 1'Y"lid i,n una1l ally 4S:I�,Irt•-h111fiI.1111 M%ili7I LYI I>L'I,nt. lSlectetanic Forrnaa ar201-1997 Uscr f?ooumcut: VC?RO -- 71l 112(A)O, AIA I.icctcu Nuutber Itr46011, Nll101 CXplrCS 031 U11/2Mi -- p'J9e #21 • 4W F,gch 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 Subconlrlclor so that subcontracting thereof will not prciudice such rights. and shall allow to the Subcontractor, unless spccifacttly provided otherwise in the subcontract agreement. the benefit of all rights, remedies and redress against the Contractor that the Contractor, by lire Contract Documents, has against the Clivner. Where appropriate, the Contractor shall require etch Subcontractor to enter into similar agreements with Sub -subcontractors. The Contractor shall make available to each proposed Subconlmclor. prior to the execution of the subcontract agreement, copies of the Contract DocunenLs 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 shall be similarly mire 1v will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subconlraclors. 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 O%vner provided that: .1 assignment is effective only after termination of the Contract br' the Ohvncr for cause pursllam to Paragraph 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcontraclor and Contractor in writing-, and .2 assignment is subject to the prior rights of the surely, if any. obligated under a frond or bonds relating to the Contract. 6.4.2 Upon such assignment, if the Work has leen suspended for more Ilion 30 day's, the Subcontractor's compensation shall be equitably adjusted for increases in cost if any, resulting from the suspension. ARTICLE 6CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS GAA The Chvncr reserves the right to perform construction or operations related to the Project with the Chvncr'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. -delay-or-ndditional-cost 4s-iavolved-bmuse-of-such-aOion -by-4he-Owner; luta C ntfaetnr sha3t irrnke�udh ClaitPal`1191`00113- 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-Conlraclor Agreement. 6.1.3 The Owner shall provide for coordination of the activities of Clic Chvner'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 separat, contractors and the Owner in reviewing their construction schedules andperformance rcnlurenients when dirccled to do so. The Contractor shall make any revisions to the construction schedule deemed necessary niter a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Conlraelor, separate contractors and the Other until subsequently revised. 6.1.4 Unless otherwise provided in the Contract Documents, when Otte 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, ('[lose staled in Article 3, this Article 6 and Articles 10, 11 and 12. 6.2 MUTUAL RESPONSIBILITY 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable oppo.lunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. AIA Dr3CtWENT A2nt-1HNFFIAI, CONDITIONS t1FITJECSNIVA.CT FOR CON:i"rRt1CT10N-1"]Y7F.I)TI'ION -AIA -C'tIYYnnlI IT 1917-1111'.."WRIC'AN 1MS°"rrrfIV OF ARC1I111'.M, 1731 NEV YORK AVI'..NIT' N."'.. WMIRN(ITON, 1),C. 11111tH -5291 11'ARNlN1i. 1'n11-1 Idut- x'Ving violet_ (I:s. v+ y for lucre lard will suhim the violator to } Cpl p1 ,m din. This J, vinm% vias cIoltwiiwllw Vm0m vl %silh 1nYn+—i— ,I air ,11,1 md u i Iv a.pu d i vd m ithow violatu. amu l lllo dale or�gi ination ai m>led lwl,m. Electronic Formal A201-1997 User Document: VERO -- 711112(KKl. AIA License: Number 10461H), which espito on 1l6121x)1 — Page 024 40 40 ` 5.2.2 If pari of the Contractor's Work depends for proper execution or results upon construction or operations by the [honer or a separate contractor, the Contractor sha1L prior to proceeding with that portion of the Work, promptly report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results, r'aiharc or 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. 5.2.3 The [butter 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 constntction of the Contractor. The Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the Work or defective construction of a separate contractor. 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Subparagraph 10.2.5. 6+.2.5 The Owner and tach separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in 'Subparagraph 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP 5.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the promises and surrounding area frac from waste materials and rubbish, the Owner may clean up and reasonably the -Architect -will allocate the cost among talose responsible_ ARTICLE 7 CHANGES IN THE. WORK 7.1 GENERAL 7.1.1 Changes in the Work may be accomplished after execution of ilia Contract, and without invalidating tote Contract, by Change Order, Construction Change Directive or order for a minor change in lite Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. 7.1.2 A Change Order shrill be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in lite Work may, be4sstted43y4 te-Arehiteet-alone, subject to.the Owner's Re resenFative rior ►v°ritten a royal be issued by the Architect. 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Dacuments, 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 insinnnient prepared by the Architect and signed by the Owner, Contractor and Architect, stating their agreement upon ani of the following: .1 change in the Work, .2 the amount of the adjustment, if any, in the Contract Stan; and .3 the extent of the adjustment, irony, in the Contract Time. 7.2.2 Methods used in determining adjustments to the Contract Slim may include those listed in Subparagraph 7.3.3. 7.3 CONSTRUCTION CHANGE DIRECTIVES 1AU[1CifhlFtN3A7u1-c,l?NiiR�'ft.('[i�i!]IIItlNtiill�'I'Ill±tYllfRA1C1'llsl<([Yti5'I°lift"IitrN 1997F!L1Y'1'Itl;v rllA-['[il'YRS[iltflJY7 'I`n14:111Ffi1('.RN 1N.41Trtr1F. OF ARC1111T.M. 1735 NFN YORK AVKNt.Ri N.w., WASHINIGION, IPC,. 21HHI65272. W,%FNiN[I. l+nli=Lwl 1>I1�Mu�c�+ya+� •�iulxt�x t+.ti uvyri& Iowa FM will x bic�i sire viulala to I,Tpl pr dim. TbN arxumall wax cat%1pXiimlly iu,nln..ul with lraustaiutr or die AIA Wil 4ba tV ITI-11MA withmd viowim until the dal" Ut'ovur.uix, w tiutnt Id— Electronic Formal A201-1997' User Documenc 1+'C110 — 711112ltou, AIA License Number 1114600. which cx;pires on 116lZFHI I -- Pagc N25 i• 40 7.P,1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, d'irect'ing a change in the Work prior to agreement on aqjustmenl. if any, in the Contract Sunt or Contract Time, or both. The Owner may t y Construction Change Directive, without invalidating the Contract, order changes in the Work ivtlhin the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time tieing adjusted accordingly. 7.3.2 A Construction Cliange Directive shall be used in lire absence of total agreement on the terms of a Change Ordcr. 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on ane of the following methods: .1 mutual acceptance of a lump sunt 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 acceplablc fixed or percentage fee; or .4 as provided in Subparagraph 7.3.0. 7.3.4 Upon receipt of a Construction Change Direciii c. the Contractor shall promptly proceed wills the change in the Work involved and advise the Architect in nTjtfnir of the Contractor's agreement or disagreement with the method if any. provided in the Constriction Change Directive for determining the proposed adjustment in the Conlract Sum or Contract Tinrc. 7.3.6 A Construction Change Directive signed by the Contractor indicates the agreement of ale Contractor therewith, including any -adjustment in Contract Sum and Contract 'rime or the method for determining them. Such agreement shall be to ctive 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 Sunt, the method and the adjustment shall be determined by4heAreltitec4 on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, itrtess ol�tn snareuse 'in+hoonlntctunr, a reasonable alio;vance for overhead and profit. In such case, and also under Clause 7.3.3.3, lite Contractor shall keep and present, in such forts as the Architect or Owner -may prescribe, an itemised accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes oftbis Subparagraph 7.3 L6 shall be limited to lite 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 tnachiticry and equipment, exclusive of hand tools, whether rented from the Contractor or others: .4 costs of premiums for all bonds and insurance. permit fees, aind sales, use or similar lases related to the Work; and. .S additional costs of supervision and field office personnel directly attributable= to the change - 7.3.7 7 -ho -amount -of-credit-t3+6-ir}}awed-by-,be-Conlruoior4 #hu -Owner -for -u di.:elion-of -ohunge-whieh res uks-itr-n-neE- deorei:se-in�lie-f-'alrttitucit�ium shn}I�ln-liclurll•ulet-oast-es-+a}nRrlrtieii-tr�llle-Arc-liit�t.-W}ren�lioth-additions nllri-srr�ditsc�irvairing- relnted VFnrlt or suhstitutions meiinvolved tri ut hungo-the Billnnwu+ee Aa�[wertieesd and profit shu}I be-figrirod*n-1hebasisof-iiet- AlAUX)Cr1Mi:YCASI11-(i1:N1inA1.CI)14$)i'I'I NS4)I'Tin?Cr');�ri'HAC'C[�I)R�i){"Sti�'I'Rl«;3C lig-1J7T1S1)1'1'1[)�!-NA-i."ilk"4'RI(itrC1997- CtllsANUI;RICAN INVIT11.rM. OF ARC1111TIM". 1913 NEW YORK AVENIIF N.W., WANI D.C. Z<V16-54")2. WARNING: IWi,,M% i phoiutivp*Ii viAA� II.} Lopyli& lura and grill %ubjost the viutdur to t%gal p ewadim. Thi, (hxwty" %vat 13TLA"ual wish l"nuNmw of a AIA and tion bo topto& and v ikhma violation until theado ol'ctpratiun as nutod h dow. !ilectronicl°ailtiut }l201 -I997 User Documcnl: VEiRO -- 711 1121MM). AIA l.ictnsc Nuratier 103600, which expires tin 11611(R1l -- Page #26 CA 410 ►n�rense-iGelrw-,villi-respc�%t.. •,.T,�,xn,�,r »�.•r.ge- 7.3,8 Pending final determination of the total cost of a Construction Charge Directive to the Owner, amounts not in dispute for such changes in the Work shall be included in Applications for Pavmcnl accompanied lry a Change Order indicating, the parties' agreement with part or all of such costs. For any portion of sect► cost that remains in dispute, tilt Architect will make an interim determination for purposes of monthly certification for payment for those costs. That determination of cast shall adjust the Contract Sum on fire same basis as a Change Order, subject to lire tight of either party to disagree and assert a Claim sleim in accordance with Article 4. 7.3.9 When the Owner and Contractor agree concerning the adjustments in the Contract Sum and Contract Time, OF otherwise -reach-agreement -upon -the ttdjummems: such agreement shall he effective immediately and shall be recorded by prelmiation and execution of an appropriate Change Order. 7.4 MINOR CHANGES IN THE WORK 7.4.1 The Architect will have authority, anon prior written approval of the Owner's Pep cscnlativc, to order minor changes in lire Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent faith the intent of the Contract Documents. Such changes shall be ellocted by ►vritten order and shall be binding on lite Owner and Contractor- The Contractor shall carry out such written orders promptly. ARTICLE 8 TIME 8.1 DEFINITIONS 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. 8.1.2 The date of commencement of tlrc Work is the date established in lite Agreement. 8.1.3 The date of Substantial Complclion is the date certified by the Arcltltcel in accordance with Paragraph 9.S. 8.1.4 The term "day" as used in the Contract Documents stall 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 commend operations on the site or elsewhere prior to lite effective date of insurance required by Article I I to be tarnished by the Contractor and Owner. The date of commencement of lite Work shall not be chanted by the cfTcctivc date of s114,i 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 agrcod period W, bre commencing lite Work to permit the timely filing of mortgages, mechanic's liens and other security interests. 8.2.3 The Contractor shall proceed expeditiously will. adequate forces ;Ind shall achieve Substantial Completion within the Contract Time. 8.3 DELAYS AND EXTENSIONS OF TIME 8.3.1 if the Contractor is materiallydclayed at any tittle in the commencement or progress of the Work by an act or neglect of ilia Olvner or Architect, or of an employee of either, or of a separate contractor employed by the Owner. or by changes ordered in the Work, or by lab or-disprrtes, fire, unusual -delayin deliveries. unatvoidable casualties or other causes beyond the Contractor's control. or -by -delay -autherized -by -the -Ownef,pending - medintion -and - adit, rutioffi -of -by -ather -Causes, Which4he Arohiteel-determines-any justify -dell y-, then the contract 'rime shall be extended by Change Order for sualr iLreasonable time; esihe-Archkee4- Feline: AIA IX)Ct MIF.NT A20I-:.iHNERM, CONtlt11ONS OFTE ll: C+nWRACT FOR C[ 1NSTR UC'TR M - 1997 f l7rl'CI1N - At.1- ['[ n'ti R nn t7- I v47 - 7'1 ni �11ts1', R [C AT1 1NRTl-nM--.. OF ARCIIIT1:Ct'S, 1735 NEW YORK AVI{NtIF. N.W., WASHINGTON. U:C. 20W(> 5292. WARNING t'n.li—A phd—VNing vinlalm ON wpyri#a to" and will a„bjwi Glc %iolal+ W IM01 prunmaion. 111i4 &KUM I URI 00.ute61*11y pptmb sad wish pamic o nl the AIA and � tu: rgttorlu a -a withal 001stimWWI thedalaoro><piralienamno(w W,AV, Flectronic Format A201-1997 User Oticumcnt, VVRO 7J11l2000. AIA License Number 104600, which expires on 1/0/241111 -- f dge P27 tt Cj M 8.3,2 Claims relating to time shrill be made in accordance with applicable provisions of Paragraph 4.3. 8.3.3 'Phis 4?arragtnplt-9-4-does -not -preclude - recovery -of -do mops -for Aeluy-by -either -par{y-under-Wier-provisiam, -of-the ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM 9.1.1 The Contract Sum is slated in the Agreement and. including authorized adjustments, is the total amount payable lin' Ike Owner to the Contractor for performance of the Work under lite Contract documents. 9.2 SCHEDULE OF VALUES 9.2.1 Before the first Application for Payment, and if necessitaled-by Chan l!c Qrticrs, from lime to time thereafter -lhc Contractor shall submit to the Architect and the Owner a schedule of values allocated to various portions of the Work, prepared in such form and supported by such (lata to substantiate its accuracy as the Architect and the 0vligr may require. This schedule, when, and only when, approved in wridn>; artless -objected -lo by lite Architect and Owner, shall be used Its o basis for reviewing lite Contractor's Applications for Payment. 9.3 APPLICATIONS FOR PAYMENT 9.3A Al least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment for operations Completed in accordance with the most recent approved schedule of values. Such application shall be notarized if -required and supported by such data substantiating the Contractors 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 Subparagraph 7.3.h. such applications may include requests for payment on account of changes in the Work which have been properly authorised by Construction Change directives, or by interim determinations of the Architect, but not yet included in Change Orders. 9.3.12 Such applications shallmy not include requests for payment for portions of the Work for which [lie Contractor docs not intend to prom t�,13?-pay to a Subcontractor or material supplicr, unless such Work has been performed by the Contractor or by others whom the Contractor intends to promptly 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 writin,in advance by the Owner, payment nia-v similarly tic made for materials and equipment suitably stored off the site at it 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 (honer to establish the Chvner s title to such materials and equipment or otherwise protect tine (lout's interest, and shall "include the costs of applicable insurance, storage and tmusporlation 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 Uhyner 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 or the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, r»tttcrials and equipment relating to the Work. 9.4 CERTIFICATES FOR PAYMENT 9.4,1 The Architect will, within seven days Idler receipt of the Contractor's Application for Payment. either issue to the Clwncr a Certificate for Payment, with a copy to the Contractor, for such amonm as the Architect determines is properly due, or notify the Contractor and Olvncr in writing of the Architect's reasons for vvuhhAdigg certification in whole or in purl as AIA i51.1C1JXWNTA20I-(iVNERAL CONlirt7llNNOFTIIliCOMHACr IIItCIINtiTR 1010N -1Y 71•:I)I'IIIIN-AIA-('I1l'1'RllilI'I. 1997-311 A&IF.RWAN INSrrllTlt: Of ARClu-nic-m-, I715 KEW YORK A%,[•;Ntll N.W. WANIUMVrON, 13.C. 3U 061 51913. WARNINO. tRoliaaasur pilu..Vying v.,,I t-. lrti. atprigii lawn and will whjaxt lite viulatm to last jomv :xaim 71tia 6minnta wm deami�lly piothimA with Ilam mike tit the AIA amid �t to rgm+desW w0mri. viuL4iexl urail the Date W uVindmm n wAnd U.^Iim tilc(trnl1lcFormtll A2(6-097 User document VITRO — 7/1 02000. AIA License Number 104600, which expires on 11612M)l a- Pagc #28 t# i prpvidcd in Subparagraph 9.5.1. 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data comprising the Application for Paymcnt, that the Work has progressed to the point indicated and that, to the best of (lie Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract documents. The foregoing representations are subject to an evltluMien-of-the-Work-for ©ogeirr flim -with -the -Cott and 4)tiouments -upon SubsHtntial-Completion, Flo-results-af-subsequent 4ests-a►nd -inspections; 40 correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount cerliIIed. However, the issuance of a Certificate for Payment will not W a representation that the Architect has (l) 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) revic%ved 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. 9.6 DECISIONS TO WITHHOLD CERTIFICATION 9,5.1 The Architect ►till fatty withhold a Ccrtifteate for payment in whole or in part, to the extent reasonably necessary to protect the Chvner, if in the Architect's opinion the rcprescntalions to the Owner required by Subparagraph 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application. the Architect will notify the Contractor and Owner as provided in Subparagraph 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount, tf any. for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part or a Certificate for Payment previously issued, to such extent as truly be necessary in the Architect's opinion to protect the Chvner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Subparagraph 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 Sut:=ntractors or for labor• materials or cquipmcni; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of like Contract Sum-. .6 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 danutges for the anticipated delay. or .7 persistent failure to carry out the Work in accordance With the Contract Documents. 9.6.2 When the above reasons for withholding certification are removed, certification will be made ror amounts Previously withheld. 9.6 PROGRESS PAYMENTS 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the mmnner and within the time provided in the Contract LN)CURlent.S, and shall so notify the Architect, 9.6,2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the (-Avner, 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 rclahtcd from payments to the Contractor on account of such Subcontractor's portion of AIA D)Ci1MEKF A2n l d1F,NF.R Al, C()NDITIONS t1F-n W, Ct 1NTR AC -r Ft IR CONS rRt IC'11t )N • I P771 Isf 11a 1N - +11A - CY 1PY klttF CC l"7 - n lF. A W RiCAN INS-rMYrF OF A.RC11171WIS, 1715 WN YORK AVENUE, N.W., WASnIIvGTON. P.C. V*06-5242. WARNING: UnFimivil phutw ip}otg nulalea UX oup)ri& lima and will aubjoA tom violator to h%at pluuwtinn. 'chi% aowtnutt war 001JI-11"11y peodu +sl with p�im. of -the AIA and uin la mr"Qnwl 5wMwA violatk6 uilia dw dmv or+ag "int want beim. EIctronic I,onnal A211+ I997 User Document: Vf R() -- 711112(0), AIA License Number 10461H), which expires oil 1161200 -- Page 1129 40 40 the Work, The Contractor shall, by appropriate agreement with Well Subcontractor, require catch Subcontractor to make payments to Sub -subcontractors in a similar manner. 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable. information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the. Architect and ()oner on account or portions of the Work done by such Subcontractor - 9.6,4 Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of nioney to a Subcontractor except as may otherwise be required by law. 9.6,5 Payment to material suppliers shall be ircalted in a manner similar to that provided in Subparagraphs x1.6.2,'3.6.3 and 9.6.4. 9.6.6 A Certificate for Payment, a progress payment. or partial or entire use or occupancy of the project by tine Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. 9.6.7 Unless the Contractor provides the (honer with a payment bond in the full penal sum of Ilia Contract Sum, payments received by the Contractor ror Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or suppliors who performed Work or furnished malorials, or both, under contract with the Contractor for which payment was made by the Owner.44ot1iing-conlained4wreilt-shalt-require--rttetteyt© be HteEclalt u sEptirutE area ant sod not l cieFlte any dttciury lial3ilsty or -tort nubility-on-Ihe part -oFthe-Centmetor- for-breneli-oft�-•.���•Y �I111-elhtille•tiny-person-or-entitWlo-litrnwurd�punilivE-a#ttmuges-against-tkE{'oealraeter-for�areoEFlt�if-Ille- roguirernents-0f 1#+is-provision. 9.7 FAILURE OF PAYMENT 9.7.1 The Chvncr is subject to rn oni�t_pavmen urstutn to,il>e Florida Statues artless otherwise mutually ay,�ood to by the Owner and Contractor._ Anv Mymcm made late r than fLgy4i�c� days L __ no faun of the Contractor after remi _ of Contractor's Applicaiton for Payment shall pray interest atIhe.riie of 8.5° 1._ Tlic Contractor may n n npn a ny -tcnh of over forty-five days nrcccdcd with seven days error written noticc,,,stop the Work until payment of the tmaun[ owing haste received. The Con fact Time shall be exexLended spproprtateSy geld the Contract Sum shall be incrcased tlhc_amount of the Contractor's rcas4nable costs in for shut -down, delay and stan"up.f -4-he I aohiteot cages -not -ito -for- Payrttent,-throngh-no-fault-of4he-Goat aelor,-Within 30VGYt Ay$ HftE€ #eceipt-of-I lie• C-oltirthen e"pplicattlon-foF-PUY RRI,-Brit- the-Avner-does-not-pay-4he-Cert; oor-within -seven Aiys-efter-the -date estobiisluxl in+he 6c+nlrnet 17Bcitrne+ils the-utttoonl venifred-by-4lle-Arehiieet-orttwurded by•orbitrntioti-,41ten-fhe£-antrac4ol maty; tspon�eve+i ttdditioiutfthty writlen-neEiEEe tohho Owrtef-aid-Architec+--tBp -the -Work -until -payment or-11w-arnonat-owing leas -been rec-eive&-The -Contract -Time -shall -be- extended-uppropriutefy -anti -the -Contract -Sum -sholl be-inereased -by -Ilse-amount of -the -Contractor's -reasonable casts $F shut-down.deluy otic star{ up pininterest tt5 provitieder in-ifie Cnnlrucl l7oCtlments: 9.8 SUBSTANTIAL COMPLETION 9.6.1 Substantial Completion is the stage in the progress of ilia Work when the Work or designated portion thereof is sull-tcicntly complete in accordance with the Contract Doctunents so that the (honer can occupy or utilixc the Work for its intended use. 9,8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately,. is substantially complete, the Contractor shall prepare and submit to the Architect a coniprelicnsiF'e list of hems t0 be completed or corrected prior to final payment. Failure to include an ileal on such list does not alter [lie responsibility of the Contractor 10 complete all Wort: in accordance with the Contract Documents. 9.8,3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whclhcr the Work or designated portion thereof is substantially complete, if the Architect's inspection di-whiscs any item. whether or not included on the Contractor's list, which is not su fciently complete in accordance with the Contract Documents so lata( tate Owner can occupy or utilir�c the Work or dcsignaled portion thereof for its intended use. the Contractor shall, before issuance or the Certificate of Substantial Completion, complete or correct such item upon nolilieat'ron by the Architect. In such rase, the MA.IX)CtINl-WrA2Qtd3HNEkAI,[:tiNl)I"I'111Ntit11"f'IIii(.Y)NfHXV1 H)RC'taN4I'RITC"I'H)N- I'M H)rfRIN•AlA-U011YR,tiii1T1997-'I'IIliAMERICAN INS`M-trl7i ()tx ARClunFA`X 1735 NEW With AVIsN19' N W.. WA.4t111w'ti7't)N, 1).t'. 7ili]tN,-STYi WARNINU: IUiw+A ph.4u 1,wing ViuW- tFS ar>ny,iyJd lewx a15d witf �011riai th0 tiiulatur to 1 I Ix�e Vwriui Ilii dq�JJVXt 1,44 t.a,Mil-Ai1y llmKtuwa will, rwmmlm 0 Ow AIA and .ai, K'rkill AMMI %% 1111,M1 Viulxtiulw,ti11110datearexpirati,arall nNwa hchnv liltt;irunic E'ornut �^tiltl-1x147 User Dsiuculucnt. VF;ltO — 7111i'3t1ft1l. Ala l.iccrrsc Numlxr lint#�tfU. which expires un t!G!?111i1 — t'agc ilia Cgntractor shall then submit a request for anollaer inspection by the Architect to determine Substantial Completion 9.6.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a. Certificate of Substantial Completion which shall establish the date of Substantial Completion. shrill establish responsibilities of the Owner and Contractor for security, maintenance, heal, utilities. damage to lite Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list acconip raying 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 rhe Certificate of Substantial Completion. 9.8.6+ The Certificate of Substantial Completion shall be submitted 10 rhe Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, talc owner shall reduce the retainage withheld. if and as pros t led c_Iscwhere ill the Contract 13ocuments. ii7pke pi►ymeiii crf reininnge ipplyiieg to suchWe oresigiui edpoirticti"herecif, Such payment shall be adjusled for Work that is incomplete or not in accordance with ilia requirements of the Contract Documents. 9.9 PARTIAL_ OCCUPANCY OR USE 9.9.1 The [honer may occupy or use any completed or partially completed portion of the Work al any stage when such portion is designated by separate agreement with lite Contractor, provided such occupancy or use is consented to by the insurer as required under Clause 11.4.1.5 and authorized by public ;authorities laving jurisdiction aver the Work. Such partial occupancy or use may commence whether or not file portion is substantially complele, provided the Owncr and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage. if any. security, maintcalance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of rhe Work and commencement of warranties required by the Contract Docamenis. When lute Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Subparagraph 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of f is Work shall be detcmtined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. 9,9.2 Immediately prior to such partial occupancy or use, lite Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of (lie 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_ COMPLE"T"ION AND FINAL_ PAYMENT 9.10.1 Upon rcccip4 of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect funds the Work acceptable under the Contract Documents and the Contract fully performed. the Architect will promptly iSSGC a final Certificate for Payment stating (hat to the best of the Architect's knowledge, information and belief. land on the basis of the Architect's on -sits visits and inspections. the Work has been completed in accordance with terms and conditions of the Contract Documents and that lite entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Archilcef"s final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's beim 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 in form and substance salisfact� to tfic [hwncT_.(I) an affidavit that payrolls, hills for materials and equipment, and other indebtedness connected with the Work Tfor which the Owner or the Dinner's property might be responsible or encumbered (less amounts withheld by Chviter) have been paid or otherwise satisfied, (2) a certificate evidencing chat insurance required by the Contract Documents to remain in force alter final payment is currently in effect and will not be canceled or allowed in expire until at least 30 days' prior written notice has been given to Clic Chyner, (3) a written slatentcnl 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 lite ()caner, other colla csaablishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, chinas, security interests or encumbrances arising otic of the ,VA DOCtIlstMU runt-OF.W.RA1.CONr)rrioNs ul rltl:ccthrlltncI fault Cilrax'rHlu'Tnc»a- JIM l:nrrn N- MA.COPYRIOUT 1997- nil' AMERICAN ws'rrilrnc OF AnClt111ii"11%, 17'15 NEW YORK AVENI1H N.W., WMEHN'UTON. 11C 2(HWIi-5232. WARNINri: tkihn" phouKWrmg vi,,14= lk& t')WBN low. and will wbj+ vt qac viti to m to Mot prtvavtian. 'thin kwumvil cows 3aUly Aly pimiu d usidi p nnsmuo A'thr .VA rnd cm tut t.pn 4mW wahuw viololion until an+ daw avgiraion axnulud awlipw f:lctlronit 1'ormar A'1(1l-1997 Uscr Uocumcnk VERO — 7/l U2W). AIA l.iaaerLw Numixr lu4Gno, %thiels c.spito t)n lJ(dI Mt1--1'atc tit l • 4M CQnlract, 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 -promptly -pay to the Chvner all mond' that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fens. 9,10.3 lf�•nfRef Sails! anlial-Completion -of-the- Vora-1i"-cempteFion-thereof-is-muteranNy-delayed-lhieuo-no-€fault-of-the- t�ntraato•€•or•by-issuance-a3f"yrs-atFec4irrg�anul•eampletiotr-�md-ttae•-Arc-hikxl4 5e�on1}r�ts;•llao•t<]wnerstrath-upoa�r apptieatiora•Iry fhu ontraeFpr-and sertifieation-tty�ha Are3tileet; andivithcrut terminati3tg File C-0ntrast;-make-payment,of4he- tralalrootlue•{br-Nsat-porjlion {rf-tile�erk-fully-Eontpleted-and-aceepte�-Ff-1ho•reanaining•batFanoa-for�V+ork-Erol-pesky-cc+rnpleted or-axcc- ed is4ess-lhundaf bonds -have -been -furnished; the written cansent- of-wwty440-payment-of-the•balanee-due-or-thal-portion-of-theWofk-fitity-completed-mud•accepted-shall• be-subaiitted-by,the- C-ontmetor4v4he-Archileet-prior4e-ceF ifien4ioa-ot•-sueli-paynten Stich•payment-shall-lieMeade-under�erms-and-condiFions- goveratiug-Pitres p�aymenF;except-tltnE-tF-stuil�not-eottsttFa4er•a•waivcr�rrl'-claims- 9,10.4 The making of final payment shall constitute a Waiver of Claims by file (Avner except those arising from: .1 liens, Claims, security interests or encumbrances arising out of the Contract -slid unsettled-, ,2 failure of the Work to comply with the requirements of tlic Contract Documents. or .3 terms of special warranties required by the Contract Documents. 9.10.5 Acceptance of !incl payment by the Contractor, a Subcontractor, aSu11,1Vh onlractor, and cqq pment or naatcrial supplier shall constitute a waiver of claims by that payee except those previously tirade in writing and identified by that payee as unsettled at the time of Ental Application for Playment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 SAFETY PRECAUTIONS AND PROGRAMS 10.1.1 The Contractor shall be responsible for initialing, maintaining and supervising all salety prccaulions and programs in connection with llse 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 carat, custody or control of the Contractor or the Contractor's Subcontractors or Sub -subcontractors; and ,3 other properly 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 constructioll. 10.2.2 The Contractor shall give notices and comply with applicable haws, ordinances, rules, regulations and lawful orders or public authorities hearing on safety of persons or property ar their protection from damage, injury at loss. 10,2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for sarcty and protection, inchlding posting danger signs and other warnings against liurards, promulgating safety regulations and notifying owners and users of adjacent sites rind utilities. 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for AIA 13tMlkfliKrAlol•oFMi.RAI.CalNI7PrIONxfaF'ftll'-Crt1SrRACrfrogCrtNSTRIIL"I'H)N-19-XHA] ]ON -AIA-COPYR.i(Hfl'l7'l7-"Ertl-r'1TwRic,\N INST111rM, OF ARC111111: LS, 1735 NBW YORK AVIiIAPE N.W.. WA7ill"' ION, D.C. 2iMXKI 53)2. W'ARNINU: llali4v —1 tihutoevpying vi-ISIM US. napyiiiiiat laws egad will mhiwt alp violalm la Icgtl pn*.xndicn. "Ihic duurrn.ait 'e au dat[aniaaly pnwhin>oi with puniixnion of Itto AlA mid cy Ix-rvpruduu i triahuiR %quial m wail the dzic arrviretim ee noted Wow. Eilectronit t'urnutl A"01-1997 User Document: VIERO-- 7111/2(HH)- AIA License Number 11461111, which expires on 116/100L -- Page t112 • CI :M expelltion of the Work. lite Conlraclor shall exercise utmost care and curry on such activities tinder supervision of properly qualified personnel. 10.2.6 The Contractor shall promptly remedy damage and loss (other than damage or loss insured tinder property insurance required by the Contract Documents) to property referred to in Clauses 10.2.1.2 and 111.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sutrsubcontraclor, or anyone directly or indirectly employed by^ any of thein, or by anyone for whose acts they may be liable and for which Ilse Contractor is responsible under Clauses 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 theta, or by anyone for whose acts either of them mak be liable. and not atiribulablc to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Paragraph 3.18. 10,2.6 The Contractor shall designate a responsible number of the C'ontractor'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 lobe loaded seas to endanger its safety. 114.3 HAZARDOUS MATERIALS 14.3.1 lr reasonable precautions will be inadequate to prevent foresezable bodily injury or death to persons resulting from a material or substance. including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on lite site by the Contractor, the Conlraclor shall, upon recognising lite condition, immediately slopan, and sing Work in the affected arca and report '[lie condition to ilia Owner and Architect in wriling, 16.3.2 The t7wncr shall obtain the services of a licensed laboratory to verifv 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 bccn rendered harmless. Unless otherwise required by the Contract Documents. the Owner shall furnish in writing to the Contractor and Architect the names and qua ll ficial Eons of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who lire to peribrnt the task of removal or safe containment of such material or substance. The Contractor and the Architect will promptly reply to lite Owner in writing slating I19ulher or not either has reasonable objection to the persons or entities proposal by the Owmacr; and, in thequail al' an obicctrrn the snecific.rcasons therefor. if either the Contractor or Architect has an it, reasonable_ objection to a person or entity proposed by the Owner and fullycomities with the rigm.pl+eceding sen once, the Owner shall propose another to whom the Contractor and the Architect ]rarvo no reasonable objection, iVleeva If the absence of the ntatcrial or substance is vG . I00, Work shalt immediately resume without adiuslmclll to the Contrael Titnc ar the Contract sum. Ef the presence of the material or suirslanee is vcrili vhen the material or substance has been rendered harmless. Work in the affected area shall resume upon a ripen agreement orthe Owner and Contractor. The Contract Time: shall be extended if and as "_vprialc upprnpriutely and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional Ajid incurred -costs of shul-down. Belay and start-up. if any, 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 [told harmless the Contractor. Subcontractors, Architect, Architect's consultants and agents and employees of any of them from and against eloims: 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 Subparagraph 10.3.1 and lilts not been rendered harmless, provided that such c4ahn; damage, Ions or expense is attributable to bndily injury, sickness, disease or death, or to injury to or deslruclion of tangible property (other than the Work itself) and provided ilial such damage. loss or expense is not due to the sole negligence of a party seeking indenimly. 10.4 The Owner shall not be responsible under Paragraph 111.3 f'or materials and subslanccs brought to the site by the Contractor unless such materials or substances were erpress required by the L"omrlci Documents. 10.6 If, without negligence on the pari of the Contractor, pr a bre ach of nlcvttnt.provisions or the Contract Doctuatenls, the Contractor is held linable for lite cost of remediation of a hazardous material or substance solely by reason of performing Work MA' n AI. CONIR I'II 1Nti I1 N '11'134: Ci)Nl'ItAC'I' F'! IR CUNS'rkl f C i It N • 11107 1' 11 t I ION • AIA- CUP]' n n it rl' 1'1'!7 - 1'I Ili iU1t1',k IVAN INS"['ITirIH (;F AHCiII'MICTS. 1733 NEW YORK AVI-NIA. NA1', IVAStnti(rlt)N, U.C.. 2L)4M,.52')2 WARMNXi IWNIi .'A Idtulu.zgiyuo)j vioW4 VS avyrigla 14vs and will Ku" the violator to 1r7p1 Itlrwnxrd wee l",A t d wdh rw r Aa kvs of (he AIA wed � to uln-ItmW %&Oh,na riul6irn 1mtil QK- date ufeVir.1111M re nolod W.M. fiNclronie, normal hZ11-1997 User Document: VERO--71102u1)(t. AIA I,tcensc Numlxr 10461111, which cspires on 11N).oll l -- Page 413 C-1 C-] �%H as ,required by the Contract Documents. the Owner shall -My in&mnify the Contractor far ail cost and expense Ihereby incurred. 16.6 EMERGENCIES 10.6x1 In an emergency affecting safely of persons or properly, the Contractor shrill flet, 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 shalt be determined as provided in Paragraph 4.3 and Article 7. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S LIABILITY INSURANCE 11.1.1 The Contractor shalt purchase frim and n aintain with a company aulhorir d to do business in the State of Florida with a Bast of A+ VII all such insurance as will pmtecl the f]wncrincl art all claims for•datn tI?cs lo_ persons or pMrty as a result of actions of the Contractor's operations under the Contract and for which the Contractor may be legally liable, whether such operation be by thv Conlrtclor or a Subcontractor or by anyone directly or indirectly employed by any of tltem,,ar by ansaone fpr whose acts any of them may be liablc.iiee+tifttL'it+f shah pursl+++se !roto and fnaiflf&ift in f+ cempnny ar Font tflie5 lawsxtly asFholl edio,do #+++sit+e�s iutl+w•jurisdic3ion4n-whiell4ho-Pfojest-is4omied-mh• imilranse-ns- will pretec� iio onl�++elnr frorn taints set €orih•below�yltie{t may +lfiso v++t otor es++tl Prem lir Onif++cto�s nperutitr+ts undeF the -Gontraet -arid -fir -which 4he -Contractor -ntny -fie -lega* li able: -whether -such 13Perul ions -be -by -the -Contrnetar -or -Int -a- SubcontraeW-orby-anyone-directly-of-tndifecity-employed-by-any of-them;-or-by-unyone-€or-whose•-nets-any-of-lite+++-ntny-tae• liable: The following: shrill be the minimum reguirc�ttents of cavcragc as required us u rCsult of this 5ccijon; 1 Workers' compensation: Contractor shall maintain workers' comnensalion 1g nicct slalutary limits in compliance with Florida lay. This policy must inClUdc cmployCrs' liability with a minimum of IfM1,iF[IO each accident '500 000 disease Iiqy until andltlU [l00 disc Ise each em le.i E+tt»ts ugrdeFwof#ers eo+ttpegtsglfian disability leh-Ilre upplimble 10 the-WQFk40-b perlofor ' .2 Commercial et~ neral liability - Contractor shall nmintain minimum limits of $3,000,go mer occurrence combined sin a AM for hadily -LnhU andrn opgrly d-iln:lZ includin l co,6 gagg for-prcntiscsloperaligns, rroducis/completcd gBrations contractural liability and.indcticndent cent ractors.ehiims-for -&mages-because -of- bedily--injupy, oc,capationakiektt+ess orAisease;or-dea�t#e"he-C-entretaor'-s employees; 3 Business auto liability W Contractor shall maintain minimum limits of liabilily of $3,000,00 cl occurrence combined single link[ for bodily ]niury and propcAy damage, jncludin s � covee ear a►yned autos hired autos and nolrowned autos.elaints-fer-d+fmoWs-because-ofbodily•anjury;-sick!gess-oF-disease,-or-death•of-anypersen-ether- lftat"heaCefliniewe a npleyeesi 4 13ui1 ers' risk=Contractor shall maintain <<Il risk coycraue will] lintjls_ to one hundred Wrcent 1�UU J of the completed value or the addition. '!here shall lrc�t %%-diver of eccllpancv endotsemcnt to cnablclh& CWnt tb vccuuay the facility under comstructionlrenovation durin such activity ,pgIJcy must be endorsed lopmyide machincryl ui mcnt endorsement trjn Ir nsil and in allation The tnaximum deductible under this cpyl ra�tc is $500 per claint.siaiftts for citfguuges insttrsd by ustutl persongtl injufy�liubility r er+lgs .6 Special requirements -Ten -(l U] days prier to the gmIlleitccmcnt of an work under the eonlrec_ .s certificate of nl Sumner will be praytded to the Risk Ma My or review and approval.The ctrl- trate shall roi idethe C gmuy be isamed as +m ad`lional iinsured on both tlicgericral liability and auto liability p2Licies' the County ;will lac eiy_cit lhjrty I301 days npltceriot to c.+� " nrell;rtiun or modification gA ;ing stipulated insurance and such notice shit be in writin abyregistcrod gra it eturn receipt Mtucslod and a4ftsscd to the Risk Manat er; - it shall be the responsibility or the Contractor to insure th U ill subcontraclursJccL vyith ail ins +I pi ce re ucuiirem n s-cloinis for- flrgnuige olhef lhum Eo tlte�Jofk i{set€ becoitsa taf injttryao�+r cl trtletiefitif�utigiiile propest ineluding,loss-aF use-resuhing-Nmefrotaig ,6 eWim si-rof dainages -bemuse W -bodily injury: dwth 4 -a -person -of-properly-d aftinge-afising -out -of ownership; AIAlxx'[7tAU'.N]'A1111.(iINI:RAI.CYINI]I'r1+1NS1tF't'ili•:CUNtltAC'rtlYuC ,,43Y'lits"f((gN-I91nV'UT]IaN-AIA-C()1L5'uI(itIrIv97-'f7Il?�iAlHHlc'Ah INs'rl7triP, OF AUC'InTM. IN, 1735 NEW y(WK AVI':Nt9t N.W.. WA%IIlNtirllN, IVU 20114WA242 WA1t NINlt: %kill aitid ph,toi pykng lis i T)Tiol lain mrd will %objal Ilio rirdulor to IPI I'T'h itioir, ltrih hxvnmit ua. clntnaa.ally prodim'd will, putnmom nl' Ilir' AIA and i;:vi Iv rgllodu.a l wnh un �ol4iu5 ratlil ffio iicle ul-e�pisatiai as m>Kax] M.9im. Flectroruc tlormat A201-1997 User Documen17 Vl"RO -- 7111120iH1. AIA License Number I0 {GtIU, which expires on 11tr1211C11 -- Page 414 411111111111 rM maililenanceoumse-of o-nwtar-vehic , .7 el#ims-for bodily-iiijtti-w' or{arcy3ert d+tanuge�lrisingout v eompleled c+per#tien lgn(f .8 daims4nvolvuiwcontreetual4inbklkty-insuranc- nlifrlir-I+Eike-lo-lbe-+ itirnf.4oA-obligotion"nKler-Parogfoph-W8. 11.1.2 The-insuranee-risquired-by-Subparagraph kI� F�1i#Ek�ieivFiHeri�vr craft less liiun lintits� litibiliry sptiei{ied-in�ke C-aniros4�ec-uktaei+ls�r-retli+fired-by-law:-whiphever-eavertage-is gm�ileF-�averuges::wkielkiev-rYrilke+i-+an-#n-avearrenee-ar elaims-rat#do-basis -shall -be -maintained -witkinflinterrnkttivn-frota-til'tile-ol'°eammeneenwriti3€-the-Work -tlnEil-dat+l-ef-f nal payvnen3-+indrier�++inalion-efi++ty-e++ver#ge-reslr+ired•!a be-anrt+n&wined-#tler�it#I�'aayinenE: 11.1.3 Corti-the-Dwmr-rW11 -be - fled-with-the-Owner-prier-to-comnteneemenl-of-the-1 e&. Them Eertific#Ees-tnd-4he4nsrititneae-policies-required-b►y-this-bora+gFiiiih44-4-Aiall-contairi-ii-provisionah8l-eoverag s nti'arded- under-lhe-pwicies-will-not•be•conceled-or-#klowedAo-empire-unti"t-leust-36-days!-prior-whitennotice-has-been-given 4a 4he- Ow"er. -If-any -of-the -foregoi ng -ittsurance -coverages -are -required -to -remain -in -faico-nfleF Sinal -payment -and tare •reasona4lY- ffv+iilatiie an t+dditiattiik eer# �ote evicieiicing coaitinuation-uf saelitoverage-shnll-be-submitted-with-the-final-Apple#ion-for Paynienl-as -realuired-by -Subparegniph-94� -1 nformal ion -concerni ng -reduction -of-eaveruge -on -account -of-revised -limits -or elainis -paid -under-lbe -General Aggieg#te, -or-both; -shall -be-fklrnisked -by -the -Contritc-tor-with -reasonable -prampiness -in acanrdanee-with4he-Eantrnelor-!s-infemmfion-aiid belief. 11.2 OWNER'S LIABILITY INSURANCE 11.2.1 Intentionally left blank. _Tl+ef?yvner-shnkl tie responsible-far-pnreliusingilnd liininia+inti+g die [3tvners t+snak-kt++bility insurance 11.3 PROJECT MANAGEiNENT PROTECTIVE LIABILITY INSURANCE 11.3.1 intentionally left blank. _ _Optionally; -the -Owner -may-Togtaire tile-£-a+Nr 1140r 30-purGhiise -and-mnintala -Rro*-+ N}anagerneal-Preteetive -Liabilky -insuFunve -from 4he -Contn+elorS -{IS9111 -Wurees -us-pr-intuF•y-coVefage -far -the-Owaek, °-OF+tiBE[6FSil+ad-f4rE-l+ileE S-`iCar3f?i!S°lial77ktty-faf-CiinStraeiiaii-9j3eralklUriS uiider-the-C-ontirac4-Unim-otherwise-requked-IlW.he- Etitalracl-E3eeuinenfsr-ifte-C3wlicr :shall-reimliktrse-llte�o+tlraelaF�y-increasing-tlie•�ant+net�#sire-pay-tile cost-o€-pk+rek#osir+� arid-1##+nl#ilii Ilig�aeh-aptwnal-En5kkraiiCF: £4VeriE�'4 ;iliadilie��'li ntFflet@'F51kal l-nUt-be-feSpanSll}le-f�aFlinFehuSk+i,�ii+iy-i'lkh�'F•li#l9aliH�- i+tstirunco 0[4 belFnllti3�f+e 3wrkeF-1 keinlnlinnrii li InilS of-fiabil ity-ptlto-the-#ggieg#ie- aFilielunkt5iectukred fer�c+nEcueier� f�!#bFhiy irF.Surarice iFEtdeF�llluses--l-f-f-l-2-tkirotkgH-lel-kms+. 11.3.2 Intentionally lefl blank.o the e+€lent da+mugurei overecly kirajeet llNanngenient RF+>toekive-i inbility ixs+anint a owter;-Contra+eter-#nd-ArelikleetiYawe-all-rights -ayainsi-mb-other-Tar-domages:•except -sueh-rights its Ihey-may -lr+we-to the proeee�ef�F+eii-iaisurt+riee-TatapE+liry-slta}{-proYide�for-sued-\Yaivers•of siibrag#Tian-try-end(trsenaent or�tlieFirise; 11.3.3 ]n cn_lpnlly left blank._Tket+ierhaaN Fiol recfare theanlrk+eker io is+elude lheYner�MrekilesEor�aiherper +s- ar-entiliesiis-ad��lianalf-incl+reds-t++i-ll+eivrilrt+eio�'s-krtabililyilasuranee ec+vemgeilndor-R#ragruph-k-I:{: 11.4 PROPERTY INSURANCE 11.4.1 Intentionallu left blank.-_Uniess-ofbomise•provided -lke-Owner -shall -purchase -and -matintuin,-in -a-zempany-fir- CtiaiipE+Hies-lawfafly-niitlic+rii•,ed-tu-da-b+i5i+tesas- n-llie,ltaristfietian-in�vhtel�t ke-Project-isEcxasled-}ik'opr�rly-i nstirtineo-wriHer>-•uni>- buikdee-s-risk "all-risk"-oF-equivulonI-policy farniinflie Gino+anl 0f lkie rnrtinl Cantr+eci S4nli: rltrs�raltte Of ��' r iilrire! nt(+difsetttionsiind�ast�+f-materials-sl+ppkied ar inslnNed�r +ukliers: colnprsiug-tolidituha;-for-khq-e�rttire Projeclin�hefiila-an-a replaoemenl-cosi basis ivitfaottt optionui dedrletibkes £tlel+itraperty insunincsslu+ll heisiniailnaned unlcsst+lfie+iYise provided in the L +l+kruet f3ocuiiiet+Es or otliet3vise agreed iniwiti+rg try-W-personsardent ities,wW-arz fietaefciaries of�tlekwinsurariao; untif fnill p+kyn+enk bits beenia++lde-#s-provided in-Parngrnpk lfl a aritil-no-person or-emii"lhei,41um the Owner-hosiurinstrrtibw interest in-the-prepedy-required frythis-Pur+igr#pfi-kI.S iahe covered,-whieliever is l+tier=f €ti'; ilisurunee sh++ilk fine}tide il+lereskR of-ihe�hYneF-kbe-�onlraciar.-Suhsontratctarsiind-Sok+-s+iibcwik raetc+rs °i irtlia-Pray# 11.4.1.1 Prop rly 4muffinee shall-laenn lin"aJl-risk' csr ealaiv#lenk fsaliey farni andshall-incite+ie�iifliobrkkiliiikutieFi i+istiri+Eice ALA IX JC't Ij4llihi[' A1ll i d 1E hI:R AI. {'(TNllf f[l]Nti tr11.1111: CO!'rIRACr Tnlr CONS KI -ION - IM I'.I 11 I'10N - ,11,1- (Y)PYR1011T 1977 - TE 1F ,1 \Ii; HI(',%N 1NsiTrlrR. OF AR('191TECTS, 1775 NIiW YORK AVItNUI: N.W., WASHIN(VION. 17.1'. 2a+[IU(•57'+3. \\'ARNIN3i 1'0ian.uF r1.x- .Ty,iFEa 14— +mil a.in ank jw3 1+. ai, w.. 1n I.Fpi p'—di— lbiv,I. a,m n1 a. -a. vl..li.hi alli pl d..A ..irh vinl lila lml it #w dAt- 004MA tan" W- 1-i 1.AIM Flectronic Format A201-1997 User t) uincnl: WR(-) - 7/1112W). AIA latcasc Nilmtxlr ltl.lrltili, t twh expires on 11WZ00l -- N8C 035 Wile#ieied-ectvertrge}and physical-loss-or-donvige iaclucling w4l3kakN dtr{tlicl#Fian oFcoverage Elle v�rtdaiisn#.jn#aiiei[ s sWf►iei;-(.a}iapse:•earthgtinke:-hoax-•:-windslo€n"akewark,-4esling-nndslnranp.-tenipop €y4)ltildings-aiid debris-rerneml -aplrlicilble -legal -regairemen#g. -and -6hall-oover- €easonabteoompeilSotiwh•for--�4rcltitesNs-asci-Conlraelers-servix�s-a#tad�penses-required as a-€+�skdl-a�sttel>-: 11.4.1.2 If4he-Owile€-does -not -intend -to - urohmse-$Hell-prope€ty4nsuratlee-reljuimil•by4be- Caramel-mid-VM-ailW-Nle- ceveniges-in{he-a rnattn#•deser#ped-abeve: -IIIc •Alvller�hall-so -inform {ilW{=pll}rac{cl€-i n-avriling-p€for{v-caarnnte€lee#liWnF-[i%Fhe- We& -The -Cen raeter .-rllav -then -e&ei -insurance -whieh -viol-proteel -the -interests -of • ale-Contfaclor, -Subcon#raekors •and- Sub subeenirncta€s -ill -the -V 0fk-, -arid * -olili epliale -Change-ArdeF-1 Ile -cost {itew '-shall -be-ebarged 4o 4he-Owner: - f4he- C iumu{cirl5ttnnrngeci lty#het-Cal3ure o€-negleck [rf llle•Qwner la {shncbasa o€-main#air insurtirtce as despriped�ibave-withallFso Ht#tifin�� :;nE€ae�o€ln-+€i#itlg(lientlle8w+lerlutll-beir-u1I-reasnnablecost%pFgWrly-at4ribalable-tperclo- 1'1.4.1.3 rrz ';e �,rr, rEanee reglliresdedtic#ibles Nle Gtwller shall pasosls nal ceyereci!>ceattse oFsltell deduWilales: 11.4.1.4 TihiS{lEtiperly-iitsrl€anceltall�iver parFiesis aFille WarlFst©red�lllliW siterrtcl else FaeAicnoFNtWiWc+ri�ir+#rn►rsl#. 11.4.1.5 Partial -oceuper",or, use -in -eldanee -With 4iaragra}al#-9-�9-shall {#ol-Coinalonee-until •(he-insttranoe-cemponv-or- snnipanies-providslig-pr©perry-insHrHnceaiave cert-seriheel{e�HeEI-pt#rlink-vtshgxtHc�r �r-ktse-by �etidorsemenk �r-cl#hWEwise: Owner -and •tine-ConlractorAiall -take -reawneble-slepis-to -eblain -consent-af{he-insurance-ceHhlwtly -of -companies- jad-shalt- without-muluaI-wri[leii-conseill.�akc-tla•action-vitli-respect-ao-pa€#ial-ecetpancyilr-ttse4hnl-wouldinrlse-c4nreliatiew4apse•or- redutltion•of insurance- 14.4.2 fioiler-tad Maehiner 1rr lueanc the loner shalt IwEGlittsc�end mahntarn�atler and rnachtnerytt#EaaeW-equirW by-the -Cenirnet4 A)elaRenl5-or-by -law:-vhieh -shot I -specifically -cover -such - insured -objects -during -installation-and-unfit -ftaat- ac-ceplanee -by -Nle -towner, Allis insurance -shall -include -role€gists -of -the -Owner.-Caniructcir-Subeon#uetors -trnd- 5ttb slibeenirnc'^ f. vin ulil .L ..nd4he-+Owner- HW C-.entmcier-shall-bc-nnnhed-irtsured5� 11.4.3 tl aC llee Instrrnrrr Ville C ►vner,•s(•the Owner!5-opt ion. -may purchase•anti-inainlain -will-twee 4#le�fwner agairhs# lass oFuscof lila [{vwler s yiroperty due to•i€re-or-other,hayards. however-coused:--T-he-[owner-waive^ ll� af aelitln-against-he Een#€aero€ fere toss-af-use aF-the-Owner's-property: -including -consequential -tomes -due 40-fife -of—O� hazards-however-enused: 11.4.4 heretrlor- lit iter3pectai•causes of- the OO&I-thereof-shall C- thecast-thereafshall bac-ilr#r-to•Nle•C•vrlireteelaWr-spy-appruptitiFe-ChEHige•C�rder. 14.4.5 }1•-duAng-the-Ree„eel-oonsknnction-period 4he-(Avner•insures•prepe€#ies,-real-a€Ilersonal-or{reNr-at-or-Olueent -to Ae` Site-by-property-insurance order policies separate From [hose insuring ilhe ProJeal-or -[alter lifhut ptstfHca# pro}re l4winsurasnee is to -be-firovnW -on -tile -corned -Project -throligh a Or-paliCieS •o(heE than -those -insuring 4IH) 4)nlleC4 difli g. -fi-1- cortstrt#cfia TeriodHhe�Dwner Shall-valval till rights it# nseerdaatet�willl-iiia terrnS oF-Subixtrugruph l i�17 Filr sk+tuugesenu d by4ire-er-otle€-GusesW-less -covered -by 4his-setiorale-prop Ay-inwrHnco- All-separate policies-shall-provide-this-waiver-of sulnel a ieu-by-eitdorSeilletl afWtlerwiS 11.4.3 Before -an-e.gmum 4o•tom -may occur: -the-Owner shall-File with -the C-0nlruc4of-a-copy-of-each polit-y-ihat-ine{Hdes insurance- overages required by-this Rerrctgiaiyh 1.14.-Eaell Ixslicy slia}1 tonlnin aft genortr}ly applicaple r itidition deftrl'tfien extsiusierts-ant>rWridersentetlS-€eiaked-ta ltlis-Prat�netl-policy-shni i-eoaka iu�t�rrtia'ision-k hn!-t lte-p�[+liey-will-lloEbe colic-Bled-or allowed to pirr rind #hHl its limits wi}1-ao# tie -reduwd7,-unliI-ill -leusk 3t#-drys-{mar-written-notice-has been -given -to 4he- Ceniraetor. 11.4.7 Waivers of -lauhrogaf tem -The -fawner -und k(uulttlular -waive -all -fights -against (i) eaell •oFlter and Wily of kthWir- sebmitroolors, suh-supeenlrwlorsj -agents -and employees;-each •of-Iha other, and (2) Oe Architect.-Arehiieel's consuhanis,- sklpartHe ean(raclo€s desaritied iu !shale--tF-try; and -any 4-tlmir-subcoillrac:Aem:-sup Sukoalravtw's; agenls and eniplovc*es for -damages-eawsed -by -fire -or -abler taluses -of{om {o-lbe-esleuk -covered-by-preperly-imorance-obtained-pursiwat -to •this- UAIKIG'tri*tliN'I',41te1[tl{NISRAI,CiINU]'17ft?JSIfF'I'III'e'3rN1'IahC`rI:olt('O SIRIi('IION-1997ICI]1'1'10N-AIA-0jM'ld Ii N0-DILAMPHICAN 1NS"rr1'tr11, Ill: ARCIII'll-VIS, 1715 NIsh1' SCHM AVF.NlrF NW., 11'MRINfeRM DC 11".-5292 WARNING hflwm+,I ICA-4 gvulp. vwtatav tl& wpyjij9 taus sd Hill suhjvsi ala vm[omN to I %Al P.--than '11ri. d—.1 Ar�.ii.:rllp jriMwvd %vAh 1,�m s.im nr Ulu AIA m,J .:ra h, nryw-hm %A i.A ,x0. viQwjvn "I the dale "I'L,4AFAIi'm 4%natal twfim, Electronic Formal A201-1997 User IXK unienl: VERO -- 7/ 1 112tNNl AIA 1.icenw Nuralxr 10461HI, ichlch v%pire:s oil 116/2141 -- Page M4(1 40 Pwa ph -4.1-4 -or -other -Property 4awrurtee-al3plioal ile -to 4he -Work. -exEe t h -rights -as 41ey -save -to -proceeds -of -stidh- insumme4*W-ay-be-t:wt*r-as-'tduekwy.A`he-Owiwr-r-C-ontraeter ass l+ppropriola: 5lralt-re+�aire•ot the Arshitest Aroi+itee+s- Consultants; -seperale -eentmeiors-desert4led aft 4ffliele 4, -£ -aHy; -and -0% Auboon(raelors: sutrsuboontrneta+rs; -+gents -and- etstpleyees-eC�+tty-ti€-them; ttiy�tpprapri++te-I+greeR ^��ritlerrw}tete-lagaliy-rc�quir�fi+r-voladily: sirrriinr-wnivars eaeh-irNavoF of -other -parties •anumeroEed-twin, •"Pisa •ltnlio+as •sh+rl! •provide-s+lah �trvers �#'-subragat+i[sn-hy-�endorsetstent-or•other►vis�-� w+liver-ef�stbrcigatien-shztt{-130-et}eeli�etsao-a-persr+n-oFenFit;�even-tltanglt thstt•persc+rrar-entity-wauldistherivise-have-a-cl+ll�csf indemu"tlic�ttiott oontrttc uat-or-otbefwis--did-noi-ley4he-insurance-premium-directly-or-nd+reetly.-and-whe her•or-WAhe- parson-or�RRtity-lxtd-aft ilisurub�le-ittterest-in4he-preperty�duns+rged: 11.4.8 A4m-insured�inder-Owiwr s-property-nsttmtsee-,huN-be-udjtrsted-by-lbe C)wfrac-Rs--+ducitiry-arid•-nxale-payitbk io4he- t3wner•as-Tiduoira�-for-the-itisnreds;-ns their-{nlerxis�ttny-laplrett��ubjeei�e��triretreats-cs6�le�y-applietebEo-trrorlg}tgae•+elntlse- arrd-of-fttbparagraph41440-4-he•Cenlraelar-shall-pay -Siraress Of illSnrtttree-proceeds-received-by4he- Conlrtrctor:-unci-by -written -whom -legally -Rquired-for iru}iW,-shalI-require Suboontructors-to -nurke- paytuenis to their�4boontmcturs indatritur Inutrner. 11.4.9 if reg++iced in writing.ity a-part3 ir+-i++Feresl; lhe�wlter I+s--duct+try shall ttpvneclirre+reegt an finsttred•loss give bend For -proper ormance-of-Ihe-Owne0s-duties,-The •cost -of -required -bonds -shall -be-eharted-ag+tinst-proceeds -renewed-as- l-idueja . The -0wrm-sho94eposit%n-u-separateaccount-proceeds•so-received;-whieh-4he-Owner-shall-drstrabole-in-accordance- with sueh-agreement -as -the -parlie -in-i Merest- may -ret<eir;-or -in -+eeordlrnce-with -an -arbitration -,award"in-whieh ease -the procedure -shall -be -as -provkled- in -Pa ragraph -4.6. . If-altef . such -loss -no -other-speeiai -agreement -i5 -imide and•unless-the-Owne- termivates -Eke -C-ontruel -Tor-eenvettience; replaceinent -of -damaged -property -shall -be -pCxFor+ued -b,y (lie -C-enlrnetor -+Rer- not il-reatiolroF+rEha riga• i n# ko-Work-itt-ttoearda++easivitltrArtiele�: 11.4.14 peweette�F4Ete parties in itttarasF 9WI4-objec4-i+t-W6ling-withH3-five-days afteFriocurreltceOr'. ��•^ „t£-045nei5exeiai wot-thisieR-is-trade- the •dispute -shall -be -resolved -as provided -n Ratagre}�ks l 5 -and 4 +Tho-(Aviror•as-Ttdaciary lsall in ilio case sf etbitratiarr make - oto tient -with -insurers 4a -accordance -with-direotions -of-the -arbitrators: 41 -distribution of-imuruaw-preceeds 4y- otbitruiion4s-required;4heed3isEnters-will direet-sueh-distribution. 11.5 PERFORMANCE BOND AND PAYMENT BOND 11.5.1 The Owner shall have the right to require the Contractor to rumisli bonds covering Faithful performance or 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 runtish 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 [lie Architect's request or to requirements specifically expressed in the Contract Documents, It shall -must, if required in writing by ilia Architect, lx uncovered For the Architect's examination :and be rept" at the Contractor's expense without change in the Contract Tinre ae tike Colt ct Sum. 12.1.2 IF a portion oFthe Work has been covered which is not contrary to requirements sWzilically expressed in Ikc Cnnlract Docurn and which the Architect has not specilically requested to examine prior to its being covered. The Architect and the Owner may in writing: request to We such Work and it shall be uncovered by the Contractor. Irsuch Work is in accordance with the Contract Documents, costs of uncovering and rcplacemeni shall, by appropriate Change Order, be at the Owner's expense. IF such Work is not in accordance wiIli the Contract Documents, costs of'itncoyering, correction and ivp imam shall Ere: at the Contractor's expense unless the condition was caused by tine Owner or a separate contractor in which event the Owner shall be: responsible for payment of such costs. AI A IXX:t 1111? Prl A3111-[1fi*:li It rU. t't+^:131I 111, 'ti f ll {7 [4i C'e+NII+AC"l' f''[ lk C'i l\S l'nl ."C"ISI[ iiJ - 1.51`17 I?I al`I'I t 1N - r►IA - i.�l1PY R Il it Ci' 151�f7 - li rF rYAtI?R [L',LY INS 11-11rlT. 011: ARt.'lliTt'. -M. 1735 rr'FW YORK AVY.NIIH N.W., W,1011NOTON, 1f.02itan,5292. WARN1Ner (411ianvd 11.,S. 4 V)iiiyJd law-. and will wbi.xi dw %wlm w 1,, l YAI l,r.wmdi.r1 'Ihir dwtnl t wait 0e ftsni dly Imm-howd with Iscmimm of thr .SIA mid .wr lv ny.todu r d rvMr A %jVlat im urdiI 1110 date 01 IN491 i.n MrnAW Muw. 1:lcclronis Fcrllruft A201-1907 User Document: VFRO -- 7/1 i/2(KK). AIA License Number 1046M, which explrcx on 116/2W]. — Page 037 do 40 1Z.2 CORRECTION OF WORK 12.2A BEFORE OR AFTER SUBSTANTIAL, COMPLETION 12.2.1.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not Fabricated, installed or completed. Costs of correcting such rejleetcd Work, including additional testing and inspections and compensation for the Architect's services and expenses made necessary thereby, shall beat the Contractor's expense. 12.2.2 AFTER SUBSTANTIAL COMPLETION 12.2,2.1 In addition to the Contractor's obligations under Paragraph 3.5, if. within one year after the date of Substantial Completion of the Work or designated portion thereof or after the dale for commencement of warranties established under Subparagraph 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, at Contractors expense shall correct it promptly after receipt of written notice from the Owner to do so unless lire Owner has previously given the Contractor a written ex rens acceptance of such condiliam The Owner shall give such notice promptly atter discovery of the condition. ]f anv of the Work is foignd,to be not in accordance with the requirements of [lie Contract Documents durinls the one-year period for correction of Work and if the Owner fails to Vromoly thereafter ntrtify the Conlractor and tjve the Contractor an QpppriunRy io make the correction, the Owner waives the ri t to acquire correction by the Contractor.l g-the-otte-year- period !er Nett of�Yorli if t#re$wtaer fails to notify thealltrustar nod -give Ilee Conirnstor anunitye�nnkc tha` epic<estiow..4tte Owne bre"It of warranty: if the Contractor fails to corrocl 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 Paragraph 2.4. 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period or time between Substantial Completion and the actual completion of 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 Paragraph 12.2. 12.2.3 The Contractor shall remove from the site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. 12.2A The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or parlially 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 Paragraph 12.2 stuill 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 Subparagriph 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 piocccdings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other thin specifically to correct Ilse Work. 12.3 ACCEPTANCE OF NONCONFORMING WORK 12,3.1 if the Owner prefers to accept Work which is not in accordance with the requirements orttte Contract Documents, the Owner may do so instead of requiring its removal and correction, in which rose the Contract Stint will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has Wen made. ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 GOVERNING LAW 13..1.1 'rhe Contract shall be governed by the law of the place where rte Project is located. A[A1)(X7[rM[;,-.t29Y•i1F:Nhatr4LC[)NbrrltlNS❑r-11ildU[917RACTVOR CC1NSTRt'VIle1N-1'>9.711171't'tcIN-AIA-t'tFN'It1cil1'r19W-I.1I1-.A1115i.R1CAN 1NSTrllrn' (at' ARVln1TrJN, 17.55 NIM YORK AwI:.Nt@-. N.W.., WANIIINf FI -ON, I),('. 21KRb6-521JI. W'ARNlhti t'nai,mits ar phe.�w,y„mr, 0,44tm LIS, cupyti& 10µe -a will _hjco thu vwlul�w I. ICPAI pts. wire. 'thi.. JoWmmml wn dMjv is lly prvdu�til "Wi p�miai�rr L,1 d,e MA oW i:&” tk- r qr-JUL_l. wilhtm riva0tirfi uoiilthe cline uF.�pimim sa nuiest hrt,ns. FILcIronic Forotal A201-1+297 User Document: VERO -- 7i11124HH1. AIA License Number 104611H), which expires on I/W241111 -- Page 4:18 db 40 13.2 SUCCESSORS AND ASSIGNS 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representative.% to the other party hereto and to partners, successors, assigns and legal representatives of such other pony in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Subparagraph 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of tate other. If either party attempts to make such an assignment without such consent, that party shall nevertheless rennin leVilly responsible for all obligations under the Contract. 13.2.2 Ue -0hvaer -nwy: -without -6eRaS t -assign dhe-EoniruM -to •an ,insihtfliorwl -ten&F -p—W-8- vonskrustien-finan6rig-liar-the-Prejeet-. fin -sue h -event. 41* 4ender-shall -assume-the-0s+%F!s-rights -and -obligaliens-tinder 4he- Cent�t��urtt�ents:–'Fla•C-ontraetor�haa11�a3teetata-nlY-censenls-reustanttbYy�equired lo-fuc'iYilnte-suciraassivarn�nt: 13,3 WRITTEN NOTICE 13.3,1 Written notice shall be dccined to have been duly served if delivered in person to the individual ora member of the firm or entity or to an officer of the corporation for which it wvas 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 rcmedies 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 [lie Owner, Architect or Contractor shall constitute a waiver of a right or duly 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. 13,6 TESTS AND INSPECTIONS 13,5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by lows, 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 cnlity acceptable to the OrWner. or with the appropriate public authority, and shall bear all related costs of tests. inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections arc to be made so that the Architect may be present for such procedures. The Chvncr shall bear costs of tests, inspections or approvals which do not become requirements until alicr bids arc received or negotiations concluded unless suchtc is snspoctions ur approvals rcpltuc or madify�sre�xislin rcquirentenls in which even the Owner shall tzar any net acJdilional costs lhcrcof. 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions ofthe Work require additional testing, inspection or approval not included under Subparagraph 13.5.1, the Architect will, upon written aulhori/.ation from the Owner, instruct [lie Contractor to make arrangements for such additional testing. inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be matte so that the Architect may be present for such procedures. Such costs, except as provided in Subparagraph 115.3. shall be at the Owner's expense. 13.5.3 If such procedures for testing, inspection or approval under Subparagraphs 13.5.1 and 1:1.5.2 reveal failure or the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses shall be at the Contractor's expense. 13,$.4 Required certificates of testing, inspection or approval shall, unless olhetwvisc required by the Contract Documents. be secured by the C6ntraelPr and promptly delivered to the Architect. 13.6,6 If the Architect is to observe tests, inspections or approvals required by the Contract Doctlrncnts, the Architect will do so promptly and, where practicable, at the normal place OF testing - AIA JXXtAff,. esting-AIAJXXtAff,. i'At(114UNER.ALC1,+aln'lHINSteFI HE('t91-RAU1FUR CteNS'r Ct"IJON -P)971S1)rlitN-AIA-Ctai'YRIciII-I'lN7-11IFA\HitRICA` 1NSITrtrm OF ARCnITIWIS, 1715 NEW YONK AVI INN IF N.W., WA,RInNti'I'ON, 11.C. 219106.5292. WARNING: IViw A ph,411vori, �Wlhl- 11S .Vynytd r.w. and will radmxt Ila viol-Itur to I.rpl pr� at,n 'Pax Skxwr"d wah rtnlrtftiuilly pt,Khtwt with p Tmik mn W 11R. MAL a id .ars. Ia- ro,1 i,KlRi,,A «Wheal r•ialdim urM1it aha Jat4 ol'eq�u�ticrt ae udcd FK:Ivn. Vloctronic Format A201-19117 tlser Dtwumcnl: VERA 7111124?l1tY. AIA Limnsc Nnanixr 104600. which cxpirzs oil 1/ril2tlttl -- Page 11139 41 4D 13,6.6 'Pests 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 8 5Mal-such rule -05 4he-parties-any-atgree-up011 4n -writing s-in-41m-ibsence-thereoF-M-alie -legatl-nite-ffewniling_from*nse -IG -time -al4he- plaEe-Where4l+o-Pat►jeel is k"ted- 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD 13.7.1 As between the Owner and Contractor: 1 Before Substanlial Completion. As to acts or failures to act occurring prior to (lie relevant dale of Substantial Completion, any applicable statute of limitations shall commence to ran and any alleged cause of action shall be deemed to have accrued in any and all events riot later than such date of Substantial Completion; ,2 Between Substantial Completion and Final Certificate for Payment, As to .tots or failures to jet 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 conuncnce to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than file 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 or issuance of the frenal Certificate for Payment, any applicable siatule of limitations shall commence to nm and any alleged cause of action shall be dccmed 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 Paragraph 3.5, the date of any correction of (lie Work or failure to correct the Work by the Contractor under Paragraph 12.2, or tilt 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 all of 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 rcquiics all Work to be stopped; ,2 an act of government, such as a declaration of national emergency which requires all Work to be stopped; .3 because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Subparagraph11.4.1, or buiause the Owncr has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 the Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Subparagraph 2.2.1. 14.1.7 The Contractor may tcrmirude the Contract i1'. through no act or fault of the Contractor or a Subc'onlracier. Sub -subcontractor or their agents or employees or any other persons or entities perforating 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 Paragraph 14.3 constitute in the aggregate more than ltxt peroem of the total number of days scheduled for completion, or 120 days in any :1654-ty period, whichever is less. 14.1,3 if one of the reasons described in Subparagraph 14.1.1 or 14. 1.2 exists. the Contractor may, upon seven days' written AIA [)[ tit l lhndr4'I' ,1211 t-(;1?idt�:KAf . C(ANllrrl{]y8 e11 7"I las ('elPrl'nhC: t' Fl7tC CUtvS I'at ic'1'li 1N - 13971 I }I 17f aN - AIA - LI)PY RI n rl' 17"17 -'rt lei AMERICAN INS7TIlr1T: OF ARC•]irn:Crs, 1735 KIM YORK AVF.iNt li N.W., WASIIIN(rI.01%, DC. 2DU116-5292. WARNINQ t/nlii='W phAMNTSMg victa{w U.S. '.T�YigN 1R . and will'UhjMl Ih. Violem In ICre1 pr. a Ilium ibis &G jam d ww ,ioismioilly rpMuwl .0 I-mu"im orrhe .AIA mut .a ti, tq%kWtivd w0h,*0 ti nlatim until ahr dais 40,I)Intlun" mdoi hdl - f:lcclroaic Fontult AZ01411117 User Document: VRRU -- 7/111211110. AIA Lic'crise Number 104600, which expires on 11612001 -- Page 040 40 40 notice to the Owner and Architect, terminate the Contract and recover from tire [}wvner payment far Werk mmWrly execvtcd and for paLYment of rusts directly rolated to Work themaftor oerformod b� Contractor in terminating Contractincludine reasonablemabiifration and cam neclia i n cha%gs, proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable overhead and profit _fit thereon, prefiHind dnutages- 14.1.4 If all of the Work is slopped for a period of 611 consecutive days through no !Det ar 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 Documcnts 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 andrecover from the Owner as provided in Subparagraph 14.1.3, 14.2 TERMINATION BY THE OWNER FOR CAUSE 14.2.1 The Owner may terminate the Contract if the Contractor: .1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make lxaymcnt to Subcontractors for materials or labor in accordance with the respective agreements betwvcon the Contractor and the Subcontractors; .3 persistently disregards laws, ordinances, or rules, regulations or orders of:t public authority having jurisdickion; or .4 otherwise is guilty of suhstantial breach of a provision of the Contract Documents, 14.2.2 When any of the above reasons exist. tate Owner, upon certification by the Architect that sufficient cause exists to justify such action, may without prejudice: to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 take possession of the site and of all materials, Nuipment, tools, and constnlction equipment and machinery thereon owned by the Contractor, ,2 accept assignment of subeontracls pursuant to Paragraph 5.4; and .3 finish the Work by whatever reasonable method the Owner may decor expedient. f3pon request of tltc Cantr:lclor, the O wncr shall furnish to the Contractor aa-rfetailedan accounting of file costs incurred by the Ovncr in finishing the Work. 14.2.3 When the Owner terminates the Contract for one of kilo reasons stated in Subparagraph 14.2. 1. lho Contractor shail not be entitled to receive further payment until the Work is finished. 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's scivices and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived. such excess shall be fid to the Contractor. if such casts and damages exceed the unpaid balance, the Contractor shall pay the difference to tlrc Owner. The amount to be paid to the Contractor or Owvncr, as the case may be. shall be ccrtifrcd by the Architect, upon application, and this obligation for payment shall survive termination of the Contract. 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE 14,3,1 no Owner tray, 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 any increases in the cost and time cuusod by suspension, delay or interruption as described in 5ubporagraph 14.3.1, n . and ,slmgnt Adjustment of the Contract Sum shall include. profit. AIA fxlctlrierrtA2o1-rn;Nt:RAr.CON()rtlr1NyUh'11ll: COKF-RAC"r FOR CYriwtrrKla,'rtei:N-arnI-:nr ION - AIA -COPYRRarira!rr7-'rIIF, Asn>.ntc.,k1N ImnTrUM 01: Attcttrn c ts, 1733 NY.W YORK AWNLU4 N.W. WNSIUMSIOt$ ta.C. xIXX) -52w7. WARNING ttnlioamd pna ou pyinlw vi"ea V.S. mpyri& Jaws and will wbjw the violator to ILTAI pnwradinn- 'ahia dowlnr d wax ,.tnlnniL411y P-111-11 wi01 Pw jLO A'the e%IA and ml he tk+iis+twtiyl' w9hvul %ial/tim lmril the caro okapirmlion sa n4,A helm+' Flectnlnic fitrn►af A20t-1997 User Document: VP:RO -- 711112iHYl1. AIA License Number 10461111, which expires on 1IG12tx1I -- Page tool I 71 ,, . No adjustment shall he 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 ilun an cgnitable adjustment is nuide or denied under ilnolher provision of the Contract. 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. 14,4.2 Upon receipt of written notice from the Chi -net 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, far the protection and preservation of the Work.. and .3 except for Work directed to be performed prior to the effective dile of termination stated in the notice, terminate all existing subcontracts and parch= orders and enter into no thriller subcontracts and purchase orders. 14.4.3 In case of such termination for the Owner's convcn Cnce, the Contractor shall be entitled to receive payment for Work cxccuted in, aW0rdance with the Contract DMalcnts, and costs incurred by reason or such termination, along with reasonable overhead and profit �tlh.,enrneon. on trite -Wee wt -e eeuted Inse A:, 1,9.4.4._..—y�W+�$ [tfrr inati4n,1 �y119��41I1i.th'' t6 1na 14n ofplQl�r>�+rruant to rminalinn far con J-,araj;[pp jt 14A and alae n-uc^sions of S11bMra _rslnh 14-4 3 slalf annly. AIA WCOW Wr A2e1 J,&NERAt. CYJNU177t)NR oF'rI11t CON RAr'T FOR CONWI"Rt CTLON -1997 fiNRON - AM - COPY'RUNrr 1997 -'17tI4 AAIERICAN tN:rfrflrtii OF ARCI1rt7SC78, 17.x5 Na -:W YORK AVF.NOF N.W., WANIIINUTON, 1:.C'. 2(H)%.5392. WARNING: t411i -. A rhntaa:V*9 %W141- l[,y. ,Wym.ald lawn ■nd "ill mhjat the viul "' to teral prom.A+Ai+M+. lhir a+ H*mt "ati JMtnaii. lly pr+Kl+i W nigh pomiiwim of the AIA and mn be nprodu W +aiih �+ul bow ium unlit the (Luo ufny+ErAim ar nut as We%'. Elcctrortic Format r"tt01-1997 ljser lhxuntent: VERO - IlI 112t)IRI. AIA I,icen.5c Number 104tmllll. which expires on IMP-t1t11 Page #42