Loading...
HomeMy WebLinkAbout2005-263 GR G I NA L ' ' � i - 1A Document A101 — 1997 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a STIPULATED SUM AGREEMENT made as of the 2"d day of August in the year of Two Thousand and Five (In words, indicate day, month and year) BETWEEN the Owner: (Alaineaddress- (Name and either- ittfoFmati&0address Indian River County Board of County Commissioners This doc iment has important 1840 25th Street legal cor sequences. Vero Beach, Florida 32960 ConsultE tion with an attorney Telephone Number: 772-226- 1223 is encou aged with respect to Fax Number: 772-770-5029 its comp etion or modification. and the Contractor: AIA Doc iment A201 - 1997, Name and e;her- ittformation4addressl General Conditions of the Chilberg Construction Company, Inc . Contract for Construction , is 905 16th Place adopted in this document by Vero Beach , Florida 32960 reference . Do not use with other general conditions unless this document is modified. The Project is : This document has been (Name and location) approved and endorsed by The County Administration Buildings for or Supervisor of Elections , Buildings & Grounds and Associated General Contractors Animal Control and other undesignated Space Lying West of and adjacent to 43`d Avenue of America. between 41 " Street and 45h Street The Architect is : Vis$- Name and other-itiyr6�atiem4address Donadio & Associates , Architects, P .A . , 609 17th Street Vero Beach, Florida 32960 Telephone Number: 772-794-2929 Fax Number: 772-562-8600 The Owner and Contractor agree as follows . AIA Document A101n" — 1997. Copyright ® 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1967 , 1974, 1977, 1987 , 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIO Document is protected by U.S. Copyright Law and International Treaties. y Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:43:45 on 08110o2005 under Order No. 1000192296_I which expires on 8/8/2006 , and is not for resale . User Notes: (4215104205) ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents in this Agfeement and ?Aedifieations issued after- exeeution of this Agreement; these form the GentFaet, and aFe as. re rp esentthe entire and integrated agreement between the parties hereto and supersedes-supersede prior negotiations, representations or agreements , either written or oral . A a e..ufner-ation of the C t Deetiments, other 1.1 V.{111Yi{GI , & A kl4iele 8 . ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others . ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 3. 1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the date of commencement if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed. ) The date of commencement will be fixed in a Notice to Proceed . If, prior to the commencement of the Work, the Owner requires time to file mortgages , mechanic ' s liens and other security interests , the Owner' s time requirement shall be as follows : N/A § 3 .2 The Contract Time shall be measured from the date of commencement. § 3. 3 The Contractor shall achieve Substantial Completion of the entire Work not later than 240 days from the date of : commencement subject to adjustments of this Contract Time as provided in the Contract Documents. In the event the Contractor, without excuse, fails to achieve Substantial Completion within the Contract Time, the Contractor shall pay as liquidated damages, and not as a penalty, the sum of Five Hundred Dollars ($500. 00 ) for each and every calendar day following the end of the Contract Time until Substantial Completion is achieved; provided, that the Contractor shall not be liable for liquidated damages for a day, or days, of excusable delay occurring during such period following the end of the Contract Time. Liquidated damages are hereby fixed and agreed upon between the parties, recognizing the impossibility of precisely ascertaining the amount of damages that will be sustained by Owner as a consequence of such delay, and both parties desiring to obviate any question or dispute concerning the amount of such damages and the cost and effect of the failure of Contractor to complete the 14164. ) Redlen et-Werk Substantial Completion Date (Insert number- . Contract on timeeanz aer days ^ lte -aat: . .el • , The Contractor and Owner a reg a that Owner is authorized to adjwAff*nt&Aeduct all or any portion of the above-stated liquidated damages from the monies due to Contractor for the Work under this Gentf et Time Contract as ere*ided4ft the Eft Beeuff1eat-s-. 0wner deems just and reasonable . Completion Doeuments, inseer-t eemmeneement. Unless stated else %rher-e in date used when eaerdinated "Fith AIA Document A101 TM — 1997. Copyright ® 1915, 1918 , 1925, 1937, 19519 1958, 1961 , 1963, 1967, 1974, 1977, 19879 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIO Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA` Document, or any portion of it, may result in severe civil and criminal penalties, and will be 2 prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :43:45 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes: (4215104205) (Insert provisions, if any, for liquidated damages relating to failure to complete on time or for bonus payments for early completion of the Work. ) ARTICLE 4 CONTRACT SUM § 4. 1 The Owner shall pay the Contractor the Contract Sum in ,., , ....ent a , .. ,, s for the Contractor' s performance of the Contract. The Contract Sum shall be d and Five Dollars ($3 , 116,305 . 00), subject to additions and deductions as provided in the Contract Documents . § 4.2 The Contract Sum is based upon the following alternates , if any , which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates. If decisions on other alternates are to be made by the Owner subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires) NONE § 4.3 Unit prices, if any, are as follows : 8essrigtion UPAS Pl+ce ($0,00) NONE ARTICLE 5 PAYMENTS § 5. 1 PROGRESS PAYMENTS § 5. 1 . 1 Based upon Applications for Payment properly submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents . § 5. 1 .2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the •^ nth s folio s month. § 5. 1 .3 Provided that an Appheation for- Payment is received by the Arehitect not lateff than the day of amonth, the Ownef shall make payment te the Gefitfaeter- not lateF than the day of the menth. if an Appheation for- Payment is r-eeeived by the Ar-ehiteet after- the appheatien date firced above, All payments shall be made 1}y-in accordance with the OyArnef not later than ) days after timeframes set forth in the A.rehi *er' rvacei es the Florida Prompt Payment Act, Florida Statutes section 218 .70 . et sea attached hereto as Exhibit C . § 5.1 .4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor and approved in writing by the Architect and the Owner in accordance with the Contract Documents . The schedule of values shall allocate the entire Contract Sum among the various portions of the Work . The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect and the Owner may require. This schedule, unless objeeted to when, and only when, approved in writing by the A_ ate Architect and the Owner, shall be used as a basis for reviewing the Contractor' s Applications for Payment. § 5. 1 . 5 Applications for Payment shall mate set forth the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5. 1 .6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows : . 1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum AIA Document A101 TM' — 1997. Copyright ® 19159 1918, 1925$ 1937, 1951 , 1958, 1961 , 1963, 1967, 1974, 1977, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA* Document Is protected by U.S. Copyright Law and International Treaties. 3 Unauthorized reproduction or distribution of this AIA® Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :43 :45 on 08/ 10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes: (4215104205) allocated to that portion of the Work in the approved schedule of values, less retainage of ten percent ( 10 % ) . Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7 . 3 . 8 of AIA Document A201- 11997 :A201 - 1997 , as modified : .2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in writing in advance by the Owner, suitably stored off the site at a location agreed upon in writing) , less retainage of ten percent ( 10010 ) ; .3 Subtract the aggregate of previous payments made by the Owner; and .4 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9 . 5 of AIA Document2 '—�;:A201 - 1997. as modified : and .5 Subtract amounts, if any, being withheld by the Owner as provided in the Contract Documents § 5. 1 .7 The progress payment amount determined in accordance with Section 5 . 1 . 6 shall be further modified under the following circumstances : .1 Add, upon the issuance of a Certificate of Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contract Sum, less s� ��ta an amount equal to two hundred percent (200%) thereof as the Architect shall determine for incomplete or defective Work, r both, and unsettled claims ; and (Seefien 9. 8. 5 4.4L4 Dec-unten; 24201 1997 requires release 4applieable r-etainage upon Substantia .2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Section 9 . 10. 3 of AIA Document 2191 1997 . A201 - 1997 , as modified. § 5.1 . 8 Reduction or limitation of retainage, if any, shall be as follows: (if it is intended, PAO „ . Ten percent ( 10%) retainage shall be held on all payments until Substantial Completion-e€ Completion. With the eats .e WOFk to ..educe o” prior written approval by theowner. certain suppliers and subcontractors may be paid the pefeentagec insetted eeetio i. ns 5 . 1 . 6 . 1 a 5 . 1 . 6 .2 above, d a vvv�av dais-entire amount due when such a payment is not explained else he-e eg Horan the Gentr-aet Doeuments er- hefe YfeNrisiens for- sueh reduetion or li..litat T;practice of industry � ll4l[VI § 5. 1 .9 Except with the Owner' s prior written approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site . § 5.2 FINAL PAYMENT § 5.2. 1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when: . 1 the Contractor has fully performed the Contract except for the Contractor' s responsibility to correct Work as provided in Section 12. 2 .2 of AIA Document A201 - 1997 , as modified, and to satisfy other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment has been issued by the Architect. § 5.2.2 The Owner ' s final payment to the Contractor shall be made no later than 30 days after ( 1 ) the Contractor has fully performed the Contract as provided in Clause 5 .2. 1 . 1 and (2) the issuance of the Architect ' s final Certificate for Payment, eF as F-� 'wand in accordance with the Florida Prompt Payment Act, Florida Statutes section 218 .70. et sec .. AIA Document A101 Tm — 1997. Copyright ® 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1967, 1974, 1977, 19875 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIO Document Is protected by U.S. Copyright Law and International Treaties. 4 Unauthorized reproduction or distribution of this AIA* Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :43:45 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006 , and is not for resale. User Notes : (4215104205) ARTICLE 6 TERMINATION OR SUSPENSION § 6. 1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document ^ ' ^��A201 - 1997 , as modified . § 6.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document " 201 1997:A201 - 1997 , as modified. ARTICLE 7 MISCELLANEOUS PROVISIONS § 7.1 Where reference is made in this Agreement to a provision of AIA Document A201 - 1997 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 7.2 Payments due and unpaid under- the Gentr-aet shall bear- intefest fiefn the date paynient is due at the rate stated. below, or- in the absenee the]FeGfi, at the legal rate pfevailing ffem tiffie to tiffle at the plaee IVY" -� *he Pr-ejeet is leeated. ( Usury laisv and requiFements under- the FLedeml T-Futh in Lending .Aet-, similar- si;ate and leeal censumer- eFedi; laws , ekewhere may affect the validity of this j9pvvisien. begal aA@iee should be eb"ned with r-espeet te deletions e § 7.3 The Owner' s representative is : Name and other igfierpnatien4address Lynn Williams 1840 25th Street Vero Beach, Florida 32960 Telephone Number: 772-226- 1401 Fax Number: 772-770-5095 Mobile Number: 772-532-5231 lwilliams@irc o� v.com § 7.4 The Contractor ' s representative is : Name and other- informfien)address Deborah Montgomery 905 16th Place Vero Beach, Florida 32960 Telephone Number: 772-978 - 1707 Fax Number: 772-978 - 1709 Mobile Number: 772-473 - 1971 § 7.5Gentr-aeteF' s repr-ese.fitative shall be ehanged without ten days written Rake to the other- paf4y, § 7.6 Other provisions : NONE ARTICLE 8 ENUMERATION OF CONTRACT DOCUMENTS § 8 . 1 The Contract Documents , except for Modifications issued after execution of this Agreement, are enumerated as follows : AIA Document A101TM — 1997. Copyright ® 1915, 1918 , 1925, 19379 1951 , 1958, 1961 , 1963, 19679 1974, 1977, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIO Document Is protected by U.S. Copyright Law and International Treaties. 5 Unauthorized reproduction or distribution of this AIO Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 14 :43:45 on 08/ 10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes: (4215104205) I § 8. 1 . 1 The Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner and Contractor, AIA Document A101 1997. A101 - 1997 , as modified . § 8. 1 .2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction, AIA Document A201 17.A201 - 1997, as modified attached as Exhibit A § 8 . 1 .3 The Supplementary and other Conditions of the Contract are those contained in the Architectural Project Manual dated —June 10. 2005 and afe asfellewsthe MEP Project Manual dated June 10 2005 § 8. 1 .4 The Specifications are those contained in the Architectural Project Manual and the MEP Project Manual dated as in Section 8 . 1 . 3 , and afe as fellowsi SeGfion Title p."s DOGUMORt TWO Pag" 8 . 1 .3 . § 8 . 1 .5 The Drawings form a part of the Project Manual dated as in section 8 . 1 . 3 . and are listed as shown below; (Either- list the Dr-awar-e ings here or r-efeF to an ., hilt attaghed lifellews, this A feeffient�on Exhibdated unless . different date is it B . § 8.1 .6 The Addenda,e , i f afty, s follows ! N,'.u. mrb� e_ r iYt1t� Tttle late Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 8 . § 8 . 1 .7 Other documents, if any, forming part of the Contract Documents are as follows : (List here any additional doeHnients that afe intended to fefm paft of the Gontr-aet AIA Document A201 1997 pr-evides that bidding r-equir-ements sueh A201 1997 as advertisement of invitation to lastfuetions to , Bidders, sample modified and the Genu ere..+ .. Y F',, ..t the C t1 t unlessoeuments _ , in this Agfeement. They should be listed hefe only if intended to be paft of the Goatfaet attached hereto as Exhibit A. AIA Document A101TM - 1997. Copyright ® 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1967, 1974, 1977, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIAe Document is protected by U.S. Copyright Law and International Treaties. 6 Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:43:45 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006 , and is not for resale. User Notes: (4215104205) This Agreement is entered into as of the day and year first written above and is executed in at least three-two original copies, of which one is to be delivered to the Contractor, one to the Arehiteet for use in +tifand the remainder to the Owner. OWNER CONTRACTOR BOARD OF COUNTY COMMISIONERS CHILBERG CONSTRUCTION COMPANY, INDIAN RIVER COUNTY, FLORIDA INC, V OWNER (Signature) C MAC OR Signature) Thomas S . Lowther, Chairman Deborah Montgomery. Vice President (Printed name and title) (Printed name and title) Approved by BCC: August 2 . 2005 ATTEST: Jeffrey K. [! f1 , CJerJc n Circuit Court Witnessed by: 9enuty Cle (Printed name ) n A�aroved: % t se h A. aird County Administrator (Signature ) y ,4pproved as to Form and Legal Sufficiency: m G . I orne Indian River Co . Approved Date Administration Legal Budget Department Risk Managment AIA Document A101 TM — 1997. Copyright ® 1915 , 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1967, 19749 1977, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA® Document is protected by U.S. Copyright Law and International Treaties. 7 Unauthorized reproduction or distribution of this AIA* Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :43:45 on 08/ 10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes: (4215104205) Certification of Document's Authenticity AIA® Document D401 TM - 2003 I, Thomas W. Frame, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with this certification at 14 : 43 :45 on 08/ 10/2005 under Order No . 1000192296_ 1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document AJO1TM — 1997 - Standard Form of Agreement Between Owner and Contractor where the basis of payment is a STIPULATED SUM, as published by the AIA in its software, other than changes shown in the attached final document by underscoring added text and striking over deleted text. (Signed) E'0t 012 Cts 1 P / I ec .C.�Q Cool (Title) c,t (Dated) AIA Document D401 TTS — 2003. Copyright ® 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING : This AIA* Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA* Document, or any portion of It, 1 may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :43 :45 on 08/ 10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes : (4215104205) ` EXHIBIT C PART VII FLORIDA PROMPT PAYMENT ACT 218 . 70 Short title . 218 . 71 Purpose and policy . 218 . 72 Definitions . 218 . 73 Timely payment for nonconstruction services . 218 . 735 Timely payment for purchases of construction services . 218 . 74 Procedures for calculation of payment due dates . 218 . 75 Mandatory interest. 218 . 76 Improper payment request or invoice ; resolution of disputes . 218 . 77 Payment by federal funds . 218 . 78 Report of interest. 218 . 79 Repeal of conflicting laws . 218 . 80 Public Bid Disclosure Act. 218 . 70 Short title .—This part may be cited as the " Florida Prompt Payment Act . " History .—s . 4 , ch . 89-297 . 218 . 71 Purpose and policy .— ( 1 ) The purpose of this part is : ( a ) To provide for prompt payments by local governmental entities and their institutions and agencies . ( b ) To provide for interest payments on late payments made by local governmental entities and their institutions and agencies . ( c ) To provide for a dispute resolution process for payment of obligations . ( 2 ) It is the policy of this state that payment for all purchases by local governmental entities be made in a timely manner. History —s . 4 , ch . 89-297 . 218 . 72 Definitions .—As used in this part : ( 1 ) " Proper invoice" means an invoice which conforms with all statutory requirements and with all requirements that have been specified by the local governmental entity to which the invoice is submitted . (2 ) " Local governmental entity" means a county or municipal government, school board , school district , authority , special taxing district , other political subdivision , or any office , board , bureau , commission , department , branch , division , or institution thereof or any project supported by county or municipal funds . ( 3 ) " County" means a political subdivision of the state established pursuant to s . 1 , Art. VIII of the State Constitution . (4 ) " Municipality" means a municipality created pursuant to general or special law and metropolitan and consolidated governments as provided in s . 6 ( e) and (f) , Art . VIII of the State Constitution . ( 5 ) " Purchase" means the purchase of goods , services , or construction services ; the purchase or lease of personal property ; or the lease of real property by a local governmental entity . ( 6 ) "Vendor" means any person who sells goods or services , sells or leases personal property , or leases real property to a local governmental entity . ( 7 ) " Construction services " means all labor, services , and materials provided in connection with the construction , alteration , repair, demolition , reconstruction , or any other improvements to real property that require a license under parts I and 11 of chapter 489 . ( 8 ) " Payment request" means a request for payment for construction services which conforms with all statutory requirements and with all requirements specified by the local governmental entity to which the payment request is submitted . ( 9 ) "Agent" means project architect, project engineer , or any other agency or person acting on behalf of the local governmental entity . History .—s . 4 , ch . 89-297 ; s . 1 , ch. 95-331 ; s . 1 , ch . 2001 - 169 . 218 . 73 Timely payment for nonconstruction services .—The time at which payment is due for a purchase other than construction services by a local governmental entity must be calculated from : ( 1 ) The date on which a proper invoice is received by the chief disbursement officer of the local governmental entity after approval by the governing body , if required ; or ( 2 ) If a proper invoice is not received by the local governmental entity , the date : ( a ) On which delivery of personal property is accepted by the local governmental entity ; ( b ) On which services are completed ; ( c ) On which the rental period begins ; or ( d ) On which the local governmental entity and vendor agree in a contract that provides dates relative to payment periods ; whichever date is latest. History .—s . 4 , ch . 89-297 ; s . 2 , ch . 95-331 , s . 2 , ch . 2001 - 169 . 218 .735 Timely payment for purchases of construction services .— ( 1 ) The due date for payment for the purchase of construction services by a local governmental entity is determined as follows : ( a ) If an agent must approve the payment request or invoice prior to the payment request or invoice being submitted to the local governmental entity , payment is due 25 business days after the date on which the payment request or invoice is stamped as received as provided in s . 218 . 74 ( 1 ) . ( b ) If an agent need not approve the payment request or invoice which is submitted by the contractor, payment is due 20 business days after the date on which the payment request or invoice is stamped as received as provided in s . 218 . 74 ( 1 ) . ( 2 ) The local governmental entity may reject the payment request or invoice within 20 business days after the date on which the payment request or invoice is stamped as received as provided in s . 218 . 74 ( 1 ) . The rejection must be written and must specify the deficiency in the payment request or invoice and the action necessary to make the payment request or invoice proper . ( 3 ) If a payment request or an invoice is rejected under subsection (2 ) and the contractor submits a corrected payment request or invoice which corrects the deficiency specified in writing by the local governmental entity , the corrected payment request or invoice must be paid or rejected on the later of: ( a ) Ten business days after the date the corrected payment request or invoice is stamped as received as provided in s . 218 . 74 ( 1 ) ; or ( b ) If the governing body is required by ordinance , charter , or other law to approve or reject the corrected payment request or invoice , the first business day after the next regularly scheduled meeting of the governing body held after the corrected payment request or invoice is stamped as received as provided in s . 218 . 74 ( 1 ) . (4 ) If a dispute between the local governmental entity and the contractor cannot be resolved by the procedure in subsection ( 3 ) , the dispute must be resolved in accordance with the dispute resolution procedure prescribed in the construction contract or in any applicable ordinance . In the absence of a prescribed procedure , the dispute must be resolved by the procedure specified in s . 218 . 76 ( 2 ) . ( 5 ) If a local governmental entity disputes a portion of a payment request or an invoice , the undisputed portion shall be paid timely , in accordance with subsection ( 1 ) . (6 ) When a contractor receives payment from a local governmental entity for labor, services , or materials furnished by subcontractors and suppliers hired by the contractor , the contractor shall remit payment due to those subcontractors and suppliers within 15 days after the contractor' s receipt of payment. When a subcontractor receives payment from a contractor for labor , services , or materials furnished by subcontractors and suppliers hired by the subcontractor , the subcontractor shall remit payment due to those subcontractors and suppliers within 15 days after the subcontractor' s receipt of payment. Nothing herein shall prohibit a contractor or subcontractor from disputing , pursuant to the terms of the relevant contract, all or any portion of a payment alleged to be due to another party . In the event of such a dispute , the contractor or subcontractor may withhold the disputed portion of any such payment if the contractor or subcontractor notifies the party whose payment is disputed , in writing , of the amount in dispute and the actions required to cure the dispute . The contractor or subcontractor must pay all undisputed amounts due within the time limits imposed by this section . ( 7 ) All payments due under this section and not made within the time periods specified by this section shall bear interest at the rate of 1 percent per month , or the rate specified by contract , whichever is greater. History .—s . 3 , ch . 95-331 ; s . 31 ch . 2001 - 169 . 218 . 74 Procedures for calculation of payment due dates .— ( 1 ) Each local governmental entity shall establish procedures whereby each payment request or invoice received by the local governmental entity is marked as received on the date on which it is delivered to an agent or employee of the local governmental entity or of a facility or office of the local governmental entity . ( 2 ) The payment due date for a local governmental entity for the purchase of goods or services other than construction services is 45 days after the date specified in s . 218 . 73 . The payment due date for the purchase of construction services is specified in s . 218 . 735 . ( 3 ) If the terms under which a purchase is made allow for partial deliveries and a payment request or proper invoice is submitted for a partial delivery , the time for payment for the partial delivery must be calculated from the time of the partial delivery and the submission of the payment request or invoice in the same manner as provided in s . 218 . 73 or s . 218 . 735 . ( 4 ) All payments , other than payments for construction services , due from a local governmental entity and not made within the time specified by this section bear interest from 30 days after the due date at the rate of 1 percent per month on the unpaid balance . The vendor must invoice the local governmental entity for any interest accrued in order to receive the interest payment . Any overdue period of less than 1 month is considered as 1 month in computing interest . Unpaid interest is compounded monthly . For the purposes of this section , the term " 1 month " means a period beginning on any day of one month and ending on the same day of the following month . History .—s . 4 , ch . 89 -297 ; s . 4 , ch . 95-331 ; s . 4 , ch . 2001 - 169 . 218 . 75 Mandatory interest.—No contract between a local governmental entity and a vendor or a provider of construction services shall prohibit the collection of late payment interest charges allowable under this part . History .—s . 4 , ch . 89-297 ; s . 5 , ch . 2001 - 169 . 218 . 76 Improper payment request or invoice ; resolution of disputes .— ( 1 ) In any case in which an improper payment request or invoice is submitted by a vendor, the local governmental entity shall , within 10 days after the improper payment request or invoice is received by it , notify the vendor that the payment request or invoice is improper and indicate what corrective action on the part of the vendor is needed to make the payment request or invoice proper . ( 2 ) In the event a dispute occurs between a vendor and a local governmental entity concerning payment of a payment request or an invoice , such disagreement shall be finally determined by the local governmental entity as provided in this section . Each local governmental entity shall establish a dispute resolution procedure to be followed by the local governmental entity in cases of such disputes . Such procedure shall provide that proceedings to resolve the dispute shall be commenced not later than 45 days after the date on which the payment request or proper invoice was received by the local governmental entity and shall be concluded by final decision of the local governmental entity not later than 60 days after the date on which the payment request or proper invoice was received by the local governmental entity . Such procedures shall not be subject to chapter 120 , and such procedures shall not constitute an administrative proceeding which prohibits a court from deciding de novo any action arising out of the dispute . If the dispute is resolved in favor of the local governmental entity , then interest charges shall begin to accrue 15 days after the local governmental entity' s final decision . If the dispute is resolved in favor of the vendor , then interest shall begin to accrue as of the original date the payment became due . ( 3 ) In an action to recover amounts due under ss . 218 . 70-218 . 80 , the court shall award court costs and reasonable attorney ' s fees , including fees incurred through any appeal , to the prevailing party , if the court finds that the nonprevailing party withheld any portion of the payment that is the subject of the action without any reasonable basis in law or fact to dispute the prevailing party' s claim to those amounts . History . —s . 4 , ch . 89- 297 ; s . 6 , ch . 2001 - 169 ; s . 34 , ch . 2002- 1 . 218 . 77 Payment by federal funds .—A local governmental entity which intends to pay for a purchase with federal funds shall not make such purchase without reasonable assurance that federal funds to cover the cost thereof will be received . Where payment or the time of payment is contingent on receipt of federal funds or federal approval , any contract and any solicitation to bid shall clearly state such contingency . History .—s . 4 , ch . 89-297 . 218 . 78 Report of interest .— If the total amount of interest paid during the preceding fiscal year exceeds $ 250 , each local governmental entity shall , during December of each year, report to the board of county commissioners or the municipal governing body the number of interest payments made by it during the preceding fiscal year and the total amount of such payments made under this part. History.—s . 4 , ch . 89-297 ; s . 51 ch . 95-331 . 218 . 79 Repeal of conflicting laws .—All laws and parts of laws in conflict with this part are repealed . History .—s . 4 , ch . 89-297 . 218 . 80 Public Bid Disclosure Act .— ( 1 ) This section may be cited as the " Public Bid Disclosure Act. " ( 2 ) It is the intent of the Legislature that a local governmental entity shall disclose all of the local governmental entity' s permits or fees , including , but not limited to , all license fees , permit fees , impact fees , or inspection fees , payable by the contractor to the unit of government that issued the bidding documents or other request for proposal , unless such permits or fees are disclosed in the bidding documents or other request for proposal for the project at the time the project was let for bid . It is further the intent of the Legislature to prohibit local governments from halting construction to collect any undisclosed permits or fees which were not disclosed or included in the bidding documents or other request for proposal for the project at the time the project was let for bid . ( 3 ) Bidding documents or other request for proposal issued for bids by a local governmental entity , or any public contract entered into between a local governmental entity and a contractor shall disclose each permit or fee which the contractor will have to pay before or during construction and shall include the dollar amount or the percentage method or the unit method of all permits or fees which may be required by the local government as a part of the contract. If the request for proposal does not require the response to include a final fixed price , the local governmental entity is not required to disclose any fees or assessments in the request for proposal . However, at least 10 days prior to requiring the contractor to submit a final fixed price for the project , the local governmental entity shall make the disclosures required in this section . Any of the local governmental entity' s permits or fees which are not disclosed in the bidding documents , other request for proposal , or a contract between a local government and a contractor shall not be assessed or collected after the contract is let . No local government shall halt construction under any public contract or delay completion of the contract in order to collect any permits or fees which were not provided for or specified in the bidding documents , other request for proposal , or the contract. (4 ) This section does not require disclosure in the bidding documents of any permits or fees imposed as a result of a change order or a modification to the contract . The local government shall disclose all permits or fees imposed as a result of a change order or a modification to the contract prior to the date the contractor is required to submit a price for the change order or modification . History .—s . 1 , ch . 93-76 . EXHIBIT B ARCHITECTURAL DKAWINC75 1/0 Dwg. No Drawing Name Issue Date Re- issue Date ® A0.10 Cover Sheet 05/31/05 ® A020 Index of Drawings 05/31/05 ® AS0.2 Architectural Site Plan 05/31/05 ® A1.10A life Safety Plan/ Code Review .05/31/05 ® A110-2 Life Safety Plan/ Code Review 05/31/05 ® A2.10A Floor Plan 05/31105 ® A2.10-2 Floor Plan 05/31/05 ® A2.20-1 Roof Plan 05/31/05 ® A2.20-2 Roof Pian 05/31/05 ® A2.30-1 Enlarged Floor Plans/interior Elevations 05/31/05 ® AZ50-2 Enlarged Floor Plans/Interior Elevations O5/31/O5 ® A3.10-1 Building Elevations 05/31/05 ® A3.10-2 Building Elevations 05/31/05 ® A4.10-1 Building Sections 05/31/05 ® A4.10-2 Building Sections 05/31/05 ® A4.20-1 Wall Sections 05/31/05 ® A4.20-2 Wall Sections 05/31105 ® A4.21 -1 Wall Sections 05/31/05 ® A4.22-1 Wall Sections 05/31/05 ® A6.10-1 Schedules/ Door& Window types 05/31/05 ® A6.10-2 Schedules/ Door& Window Types 05/31/05 ® A6.11A Window Details 05/31/05 13 A6.20-1 Door Details 05/31/05 ® A6.20-2 Door Details 05/31/05 ® AG.21-2 Chainlink fence and Gates Details 05/31/05 MECHANICAL DkAWING5 1/0 Dwg. No Drawing Name Issue Date Re- issue Data ® M1.10-1 Mechanical Legend 04/22/05 05/31/05 ® - M210-1 Floor Plan 04/22/05 05/31/05 ® M2.10-2 Floor Plan 04/22/05 05/31/05 ® M3.10-1 Mechanical Schedules 04/22/05 05/31/05 ® M5.101 Mechanical Details 04/22/05 05/31/05 ELECTRICAL DRAWINGS 1/0 Dwg. No Drawing Name Issue Date Re- issue Date ® E0.01-1 A*reviatlons,Legend and Specifications 04/22/05 05/31/05 ® EO.02-1 Floor Plan 04/22/05 05/31/05 ® EZ10-1 Floor Plan 04/22/05 05/31/05 ® E2.10-2 Floor Plan 04/22/05 05/31/05 ® E3.10-11 Floor Plan 04/22/05 05/31/05 ® E3.10-2 Floor Plan 04/22/05 05/31/05 ® E4.101 Building 1 Panel Schedules 04/22/05 05/31/05 ® E4.10-2 Building 2 Panel Schedules 04/22/05 05/31/05 ® E5.10-1 Electrical Riser Diagrams 04/22/05 05/31/05 PLUMBING DRAWING5 1/0 Dwg. No Drawing Name issue Date Re- issue Date ® 171.10-1 Mechanical Legend 04/22/05 05/31/05 ® P2.10-1 Floor Plan 04/22/05 05/31/05 ® 172.10-2 Floor Pian 04122/05 05/31/05 ® P3.10-1 Sanitary Stack and Risers 04/22/05 05/31/05 ® 173.10-2 Sanitary Stack and Risers 04/22/05 05/31/05 CIVIL & LAN05CAPE DRAWING5 UO Dwg. No Drawing Name Issue Date Re- issue Date ® 1 Title Sheet 05/03/05 05/31/05 ® 5-1 Topographic Survey 05/03/05 05/31/05 ® 3 Construction Notes 05/03/05 05/31/05 ® 4 51te Plan 05/03/05 05/31/05 ® 5 Paving and Grading Plan 05/03/05 05/31/05 ® g Drainage& Utilities Plan - A 05/03/05 05/31/05 ® 7 Drainage& Utilities Pian - B 05/03/05 05/31/05 ® 8 Cross Section Details 05/03/05 05/31/05 ® 9 Construction Details 05/03/05 05/31/05 to 10 5tormwater Pollution Prevention Pian 05/03/05 05/31/05 13 LA-1 Landscape Plan 04/28/05 05/31105 ® LA-2 Planting Details 04/28/05 05/31/05 Irrigation Plan 04/28/05 05/31/05 5TRUCTURAL DRAWINGS 1/0 Dwg. No Drawing Name Issue Date Re- issue Date ® 51.0 Structural Notes & Typical Details 03/15/05 -- ® 52.10-1 Building 1 Foundation Plan 03/15/05 -- ® 52.10-2 Building 2 Foundation Plan 03/15/05 -- ® 52.20-1 Building 1 Roof Framing Plan 03/15/05 •- ® 52.20-2 Building 2 Roof Framing Pian 03/15/05 -- ® 54.10.1 Building 1 Sections & Details 03/15/05 -- ® 54.10-2 Building 2 Sections & Details 03/15/05 ® 54.11-1 Building 15ections& Details 03/15/05 -- EXHIBIT A % o TM AIA Document A201 - 1997 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address): 43rd Avenue, Administrative Offices West side of 43rd Avenue lying North of 41st Street and South of 45th Street THE OWNER: (Name and address): This document has important Indian River County Board of County Commissioners Consultation with legal consequences. s. attorney 1840 25th Street is encouraged with respect to Vero Beach, Florida 32960 its completion or modification. THE ARCHITECT: This document has been (Name and address): approved and endorsed by The Donadio & Associates . Architects, P .A. Associated General Contractors 609 17th Street of America Vero Beach, Florida 32960 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ADMINISTRATION OF THE CONTRACT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT AIA Document A201TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 19665 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA0 Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this A10 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale . User Notes: (726890250) INDEX 3 . 1 . 31 4.23 4 . 3 . 43 4.41 9 .41 9 . 5 (Numbers and Topics in Bold are Section Headings) Architect ' s Approvals 2 .413 . 1 . 313 . 5 . 1 , 3 . 10.214 . 2 . 7 Acceptance of Nonconforming Work Architect ' s Authority to Reject Work 9 . 6 .6 , 9 . 9. 31 12.3 3 . 5 . 19 4 . 2 . 69 12 . 1 . 21 12 . 2 . 1 Acceptance of Work Architect ' s Copyright 9 . 6 .69 9 . 8 . 2, 9 .9 . 31 9 . 10. 1 , 9 . 10 . 31 12 . 3 1 . 6 Access to Work Architect ' s Decisions 3. 169 61. 19 12a1 4 . 2. 61 4.2. 7, 4.2 . 11 , 4 . 2 . 12, 4 . 2. 13 , 4 . 3 .4, 4 .4. 19 4 .4 .5 , Accident Prevention 4 .4. 69 4 . 51 6 . 3 , 7 . 3 .69 7 . 3 . 81 8 . 1 . 39 8 . 3 . 19 9 . 21 9 .49 4 . 2 . 31 10 9 . 5 . 199 . 8 .419 . 9 . 1 , 13 .5 . 2114 . 2. 2914. 2 . 4 Acts and Omissions Architect ' s Inspections 3 . 293 . 3 . 213 . 12. 813 . 1894 . 2 . 3 , 4 . 3 . 8 , 4 .4. 118 . 3 . 11 4 . 2 . 2, 4. 2 . 994. 3 .419 .4 . 239 . 8 . 319. 9 . 219 . 10 . 1 , 13 .5 9 . 5 . 1 , 10.2 . 5 , 13 .4. 21 13 .7 , 14 . 1 Architect ' s Instructions Addenda 3 . 2 . 3 , 3 . 3 . 1 , 4. 2 .69 4. 2 .71 4 . 2 . 89 7 .4 . 1 , 12 . 1 , 13 .5 .2 1 . 1 . 19 3 . 11 Architect ' s Interpretations Additional Costs , Claims for 4. 2 . 119 4.2. 12, 4.3 .6 4. 3 .41 4. 3 .51 4 .3 .61 6 . 1 . 19 10 .3 Architect ' s Project Representative Additional Inspections and Testing 4 . 2 . 10 9. 8 .3 , 12.2 . 19 13 .5 Architect ' s Relationship with Contractor Additional Time, Claims for 1 . 1 . 2, 1 . 61 3 . 1 . 39 3 .2 . 19 3 . 2 . 21 3 . 2. 31 3 . 3 . 11 3 .4 . 29 3 . 5 . 1 , 4. 3 .41 4 . 3 .71 8 . 3 .2 3 . 7 . 31 3 . 10, 3 . 117 3 . 12, 3 . 16, 3 . 18 , 4. 1 .21 4 . 1 . 39 4. 29 ADMINISTRATION OF THE CONTRACT 4. 3 .4, 4.4. 1 , 4 .4.79 5 . 29 6. 2 . 21 79 8 . 3 . 19 9 . 29 9. 31 9 .41 3 . 1 . 39 49 9 .49 9 .5 9 . 51 9. 77 9 . 81 9 . 9, 10. 2. 69 10 . 39 11 . 3 , 11 .4. 7 , 12, Advertisement or Invitation to Bid 13 .4 .29 13 .5 1 . 1 . 1 Architect ' s Relationship with Subcontractors Aesthetic Effect 1 . 1 . 2, 4. 2. 31 4.2.41 4 .2. 69 9 .6. 39 9 . 6 .49 11 .4 .7 4. 2. 13 , 4.5 . 1 Architect ' s Representations Allowances 9 .4. 21 9 . 5 . 11 9 . 10. 1 3.8 Architect ' s Site Visits All-risk Insurance 4. 2 . 214. 2 .5t 4. 2 .9 , 4 . 3 .41 9 .4 .2, 9 . 5 . 19 9 .9 . 25 9 . 10 . 1 , 11 .4 . 1 . 1 13 . 5 Applications for Payment Asbestos 4 . 2 .517 . 3 . 8 , 9 . 2 , 9.399.419 .5 . 199 .6 . 399 .7 . 119 . 8 . 51 10 . 3 . 1 9 . 10, 11 . 1 . 39 14 .2 .47 14.4 .3 Attorneys ' Fees Approvals 3 . 18 . 19 9 . 10 .25 10 . 3 . 3 2.41 3 . 1 . 31 3 . 51 3 . 10.2 , 3 . 12, 4.2. 7 , 9 . 3 . 21 13 .4 . 21 13 . 5 Award of Separate Contracts Arbitration 6 . 1 . 19 6. 1 . 2 4. 3 . 3 , 4 .4, 4.5 . 1 , 4 . 5 .21 4.6, 8 . 3 . 11 9 .7 . 11 11 .4 .97 Award of Subcontracts and Other Contracts for 11 .4. 10 Portions of the Work Architect 592 4. 1 Basic Definitions Architect, Definition of 1 . 1 4. 1 . 1 Bidding Requirements Architect, Extent of Authority 1 . 1 . 1 , 1 . 1 . 7 , 5 . 2. 11 11 . 5 . 1 2 .49 3 . 12.71 4. 21 4. 3 .6, 4.47 5 . 2 , 6 . 31 7 . 1 .2, 73 . 67 7 .47 Boiler and Machinery Insurance 9 . 29 9 . 3 . 1 , 9 .47 9 .59 9. 8 . 3 , 9 . 10 . 19 9 . 10 . 31 12. 11 12 . 2 . 1 , 11 . 4 .2 13 .5 . 11 13 .5 . 2 , 14. 2 .2, 14 .2 .4 Bonds, Lien Architect, Limitations of Authority and 9 . 10 .2 Responsibility Bonds, Performance, and Payment 2 . 1 . 19 3 . 3 . 3 , 3 . 12.49 3 . 12 . 89 3 . 12. 10, 4. 1 . 21 4. 2 . 1 , 7 . 3 . 6 .4, 9. 6 .79 9 . 10. 39 11 . 4 .99 11 .5 4 . 2. 25 4. 2. 3 , 4 .2 . 69 4. 2 .71 4. 2. 10, 4 . 2. 12, 4 . 2 . 13 , 4 .43 Building Permit 5 . 2. 11 7 .4, 9 .4. 2 , 9 . 6.41 9 . 6 . 6 3 . 7 . 1 Architect' s Additional Services and Expenses Capitalization 2 .4, 11 .4. 1 . 1712 . 2 . 1913 .5 . 2 , 13 . 5 .3114 .2 . 4 1 .3 Architect's Administration of the Contract Certificate of Substantial Completion AIA Document A201TM - 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963 , 1966, 1970, 1976 , 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIO Document is protected by U.S. Copyright Law and International Treaties. .Z Unauthorized reproduction or distribution of this AIO Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes: (726890250) 9 . 8 .379 . 8 . 4, 9 . 8 .5 1 . 6 . 1 , 3 . 2 . 2, 3 . 6 , 3 .793 . 12 . 10, 3 . 13 , 4 . 1 . 114.4 . 894.6 .4 , Certificates for Payment 4 . 6. 61 9 . 6.41 10 . 2 . 27 11 . 11 11 .41 13 . 1 , 13 .41 13 . 5 . 1 , 4. 2 . 59 4 . 2.99 9 . 3 .31 9.4, 9 .5 , 9 . 6 . 11 9 . 6 . 61 9 .7 . 19 9 . 10. 1 , 13 . 5 .29 13 .61 14 . 1 . 11 14. 2 . 1 . 3 9 . 10 . 3 , 13 . 73 14 . 1 . 1 .39 14 . 2 .4 Concealed or Unknown Conditions Certificates of Inspection, Testing or Approval 4 . 3 . 4, 8 . 3 . 1 , 10 . 3 13 . 5 .4 Conditions of the Contract Certificates of Insurance 1 . 1 . 1 , 1 . 1 . 7 , 6 . 1 . 1 , 6 . 1 . 4 9 . 10. 21 11 . 1 . 3 Consent, Written Change Orders 1 . 67 3 . 4. 2, 3 . 12 . 81 3 . 14. 2, 4. 1 . 2, 4 . 3 .4, 4 . 6 .49 9 .3 . 29 1 . 1 . 1 , 2 .4. 193 .4 . 213 . 8 . 2 . 3 , 3 . 11 . 113 . 12 . 8 , 4. 2 . 8 , 4. 3 .41 9 . 8 . 519 . 9. 119 . 10. 299 . 10. 31 11 .4. 19 13 . 21 13 .4. 2 4 . 3 . 91 5 . 2. 3 , 7 , It 7.21 7 . 3 , 8 . 3 . 11 9 .3 . 1 . 1 , 9 . 10 . 3 , CONSTRUCTION BY OWNER OR BY 11 .4 . 1 . 2, 11 .4 .41 11 .4.91 12 . 1 . 2 SEPARATE CONTRACTORS Change Orders, Definition of 1 . 1 . 416 7 . 2 . 1 Construction Change Directive, Definition of CHANGES IN THE WORK 7 . 3 . 1 3 . 11 , 4. 2. 89 79 8 . 3 . 19 9 . 3 . 1 . 1 , 11 .4.9 Construction Change Directives Claim, Definition of 1 . 1 . 11 3 . 12. 81 4. 2. 8 , 4 .3 .91 7 . 11 7.39 9 . 3 . 1 . 1 4.3. 1 Construction Schedules, Contractor' s Claims and Disputes 1 .4 . 1 .29 3 . 10, 3 . 12 . 1 , 3 . 12 . 21 4 . 3 . 7 . 2, 6 . 1 . 3 3 . 2 . 39 4.39 4.49 4 . 5 , 4. 61 6 . 1 . 19 6. 3 , 7 . 3 . 81 9 . 3 . 3 , 9 . 10.4, Contingent Assignment of Subcontracts 10 . 3 . 3 5.4, 14.2.2.2 Claims and Timely Assertion of Claims Continuing Contract Performance 4.6.5 4.3.3 Claims for Additional Cost Contract, Definition of 3 .2 . 3 , 4. 3 .41 4.3.59 4 . 3 . 6 , 6 . 1 . 11 7 . 3 . 81 10. 3 . 2 1 . 1 . 2 Claims for Additional Time CONTRACT, TERMINATION OR 3 . 2 , 314 . 3 .4t 4.3x7, 6 . 1 . 1 , 8 . 3 . 29 10. 3 .2 SUSPENSION OF THE Claims for Concealed or Unknown Conditions 5 .4. 1 . 1111 ,4 .9t 14 4.14 Contract Administration Claims for Damages 3 . 1 . 3 , 41 9 .41 9 .5 3 . 2 . 31 3 . 18 , 4 . 3 . 109 6. 1 . 1 , 8 . 3 . 39 9 .5 . 1 , 9 .6 . 79 10 . 3 . 39 Contract Award and Execution, Conditions Relating 11 . 1 . 11 11 .4 . 5 , 11 .4 .7 , 14 . 1 .3 , 14 . 2 .4 to Claims Subject to Arbitration 3 . 7 . 19 3 . 10, 5 . 29 6 . 1 , 11 . 1 . 3 , 11 .4 . 69 11 . 5 . 1 4.4. 19 4.5 . 1 , 4. 6 . 1 Contract Documents, The Cleaning Up 1 . 19 1 .2 3. 15, 6.3 Contract Documents, Copies Furnished and Use of Commencement of Statutory Limitation Period 1 . 69 2. 2 . 51 5 . 3 13.7 Contract Documents, Definition of Commencement of the Work, Conditions Relating to 1 . 1 . 1 2. 2 . 11 3 .2. 11 3 .4 . 1 , 3 .7 . 11 3 . 10. 15 3 . 12. 67 4. 3 . 5 , 5 . 2 . 1 , Contract Sum 5 . 2. 31 6 . 2. 29 8 . 1 . 29 8 . 2 .21 8 . 3 . 17 11 . 11 11 .4. 11 11 .4 . 61 3 . 81 4. 3 .41 4 . 3 . 57 4 .4 . 51 5 . 2 . 31 7 .21 7 . 39 7 .49 9. 11 9 .4. 29 11 .5 . 1 9 .5 . 1 .49 9. 6. 7, 9 . 79 10. 3 . 29 11 .4. 19 14 . 2 .41 14. 3 .2 Commencement of the Work, Definition of Contract Sum, Definition of 8 . 1 . 2 9 . 1 Communications Facilitating Contract Contract Time Administration 4. 3 .4, 4. 3 .7 , 4 .4.5 , 5 . 2 . 3 , 7 . 2 . 1 . 3 , 7 .3 , 7 .4, 8 . 1 . 1 , 8 . 29 3 .9 . 11 4.2.4 8 . 3 . 19 9 . 5 . 13 9 . 79 10.3 . 2, 12 . 1 . 11 14.3 . 2 Completion, Conditions Relating to Contract Time , Definition of 1 . 6 . 173 .4. 113 . 1193 . 15 , 4 .2 .214. 2 . 918 . 279 .4. 219 . 89 8 . 1 . 1 9 .9. 1 , 9 . 109 12. 2, 13 .77 14. 1 .2 CONTRACTOR COMPLETION, PAYMENTS AND 3 9 Contractor, Definition of Completion, Substantial 3 . 19 6. 1 . 2 4 . 2. 91 8 . 1 . 1 , 8 . 1 . 3 , 8 .2 .31 9 .4. 2 , 9 . 81 9. 9 . 11 9 . 10 .31 Contractor's Construction Schedules 9 . 10 .4 . 29 12 . 2 , 13 . 7 1 .4. 1 .2 , 3. 10, 3 . 12 . 1 , 3 . 12 . 2, 4. 3 .7 . 27 6 . 1 . 3 Compliance with Laws Contractor' s Employees AIA Document A201TM - 1997. Copyright m 1911 , 1915, 1918, 1925, 1937, 1951 , 1958 , 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA'° Document is protected by U.S. Copyright Law and International Treaties. 3 Unauthorized reproduction or distribution of this A10 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_I which expires on 8/8/2006, and is not for resale . User Notes: (726890250) 3 . 3 .21 3 .4. 3 , 3 . 8 . 1 , 3 .9, 3 . 18 .29 4. 2 . 39 4. 2 . 61 10. 21 10. 3 , 6 . 2 . 5 , 3. 14 11 . 1 . 19 11 .4.71 14. 11 14.2 . 1 . 19 Damage to Construction of Owner or Separate Contractor's Liability Insurance Contractors 11 . 1 3 . 14 .2, 6 . 2 .47 9 .2. 1 .5 , 10. 2 . 1 . 2, 10. 2 .5 , 10. 61 11 . 1 , Contractor ' s Relationship with Separate Contractors 11 .4, 12 .2 .4 and Owner ' s Forces Damage to the Work 3 . 12 . 5 , 3 . 14.21 4 . 2 .4, 63 11 .4. 7 , 12 , L29 12 .2 .4 3 . 14 .27 9 .9. 11 10.2 . 1 . 29 10. 2 .5 , 10 . 69 11 .49 12 . 2.4 Contractor' s Relationship with Subcontractors Damages , Claims for 1 . 2 . 293 . 3 . 293 . 18 . 193 . 18 . 2, 519 . 6 . 219. 6 . 779 . 10.22 3 . 2 . 3 , 3 . 18 , 4. 3 . 1096 . 1 . 198 . 3 . 399 . 5 . 199 . 6 . 7910 . 3 .3 , 11 .4 . 1 . 2911 .4 .7 , 11 .4 . 8 11 . 1 . 1111 .4 . 5911 .4.7114. 1 . 3 , 14. 2 .4 Contractor' s Relationship with the Architect Damages for Delay 1 . 1 .2 , 1 . 69 3 . 1 .3 , 3 . 2 . 11 3 . 2 . 29 3 . 2 . 31 3 . 3 . 11 3 .4. 2 , 3 . 5 . 1 , 6 . 1 . 11 8 . 3 . 39 9 . 5 . 1 . 61 9. 71 10.3 .2 3 . 7 . 31 3 . 109 3 . 11 , 3 . 129 3 . 169 3 . 18 , 4. 1 . 21 4. 1 . 31 4 . 29 Date of Commencement of the Work, Definition of 4. 3 .4, 4 .4. 17 4 .4 .71 5 . 21 6 . 2 . 2, 79 8 . 3 . 11 9. 29 9 . 35 9.4, 8 . 1 . 2 9. 5 , 9.79 9 . 81 9 .91 10. 2. 61 10. 35 11 . 3 , 11 .4. 71 129 Date of Substantial Completion, Definition of 13 .4.21 13 . 5 8 . 1 . 3 Contractor' s Representations Day, Definition of 1 . 5 . 21 3 . 5 . 19 3 . 12 .61 6 . 2 .21 8 .2 . 19 9 . 3 . 39 9 . 8 . 2 8 . 1 .4 Contractor' s Responsibility for Those Performing the Decisions of the Architect Work 4 . 2. 6, 4.2. 71 4. 2 . 111 4 .2 . 12, 4 .2. 139 4. 3 .49 4.4 . 19 4 .4 .5 , 3 . 3 .293 . 18 , 4. 2 . 394.3 . 815 . 3 . 1 , 6 . 1 . 316 . 2, 6 .399 .5 . 11 4.4 . 6, 4. 516 . 3 , 7 .3 .677 . 3 . 818 . 1 . 398 . 3 . 1 , 9 . 219 .49 10 9 .5 . 1 , 9 . 8 .41 9 .9 . 1 , 13 . 5 . 21 14 . 2. 21 14. 2 .4 Contractor' s Review of Contract Documents Decisions to Withhold Certification 1 . 5 .29 3 . 21 3 . 7 . 3 9 .4. 11 9.59 9 .71 14 . 1 . 1 .3 Contractor' s Right to Stop the Work Defective or Nonconforming Work, Acceptance, 9. 7 Rejection and Correction of Contractor ' s Right to Terminate the Contract 2 . 31 2.41 3 .5 . 11 4 . 2 . 6, 6. 2 . 51 9 . 5 . 11 9 .5 .29 9 . 6 .6 , 9 . 8 . 29 4 . 3 . 10, 14. 1 9 . 9 . 399. 10 .4912.2 . 1113 .7 . 1 . 3 Contractor' s Submittals Defective Work, Definition of 3 . 10, 3 . 1173 . 1294.2.7 , 5 . 2 . 1 , 5 . 2 . 397 . 3 . 699 .2, 9. 31 3 . 5 . 1 9 . 8 . 21 9 . 8 . 39 9 .9 . 1 , 9 . 10 . 2 , 9 . 10. 31 11 . 1 .3 , 11 . 5 .2 Definitions Contractor ' s Superintendent 1 . 1 , 2 . 1 . 11 3 . 11 3 . 5 . 1 , 3 . 12 . 11 3 . 12. 21 3 . 12 . 31 4 . 1 . 1 , 3 . 99 10. 2 . 6 4 . 3 . 1 , 5 . 196 . 1 . 297 .2 . 117 . 3 . 1 , 7 . 3 . 618 . 19 9 . 19 9 . 8 . 1 Contractor' s Supervision and Construction Delays and Extensions of Time Procedures 3 . 2 . 3 , 4. 3 . 11 4. 3 .4 , 4 . 3 . 7 , 4 .4. 5 , 5 . 2 . 31 7 . 2 . 1 , 7 . 3 . 1 , 1 . 2 .293 . 393 .4, 3 . 12 . 10, 4 . 2 .214 . 2 . 7 , 4. 3 . 3 , 6 . 1 . 37 7 .4. 1 , 8.3, 9 .5 . 199 .7 . 19 10. 3 .21 10 . 6 . 1 , 14. 3 .2 6 . 2 .41 7 . 1 . 37 7 .3 .49 7 . 3 . 69 8 . 2, 107 12, 14 Disputes Contractual Liability Insurance 4 . 1 .49 4. 39 4 .4, 4.59 4.69 6. 31 7 .3 . 8 11 . 1 . 1 . 8 , 11 .29 11 . 3 Documents and Samples at the Site Coordination and Correlation 3. 11 1 .29 1 .5 . 27 3 .3 . 19 3 . 10, 3 . 12 .6, 6 . 1 .39 6 .2. 1 Drawings, Definition of Copies Furnished of Drawings and Specifications 1 . 1 . 5 1 . 6, 2 . 2 . 59 3 . 11 Drawings and Specifications, Use and Ownership of Copyrights 1 . 1 . 1 , 1 . 39 2 . 2. 5 , 3 . 111 5 .3 1 . 6, 3 . 17 Effective Date of Insurance Correction of Work 8 . 2 . 2, 11 . 1 . 2 2 . 31 2.47 3 . 7 .41 4 . 2 . 11 9 .4 . 29 9 . 8 . 2 , 9 . 8 . 31 9 .9 . 19 12 . 1 .21 Emergencies 12 . 21 13 .7 . 1 .3 4. 3 .51 10.69 14 . 1 . 1 .2 Correlation and Intent of the Contract Documents Employees , Contractor' s L2 3 . 3 . 2, 3 .4. 31 3 . 8 . 11 3 .9, 3 . 18 . 29 4 .2 . 39 4. 2.6, 10.2, 10. 31 Cost, Definition of 11 . 1 . 19 11 .4.79 14 . 11 14 .2. 1 . 1 7 . 3 .6 Equipment, Labor, Materials and Costs 1 . 1 . 3 , 1 . 1 . 6, 3 . 49 3 .5 . 11 3 . 8 .2 , 3 . 8 . 31 3 . 12, 3 . 13 , 3 . 15 . 1 , 2 .49 3 .2 . 39 3 . 7 .49 3 . 8 .21 3 . 15 .21 4 . 31 5 .4. 2, 6 . 1 . 11 6 . 2. 39 4 . 2 . 61 4. 2 .75 5 . 2 . 19 6 . 2 . 11 7 . 3 . 69 9 . 3 . 2 , 9 . 3 . 31 9 . 5 . 1 . 3 , 7 . 3 .3 . 32 7 . 3 .61 7 .3 .71 7 . 3 . 8 , 9 . 10. 21 10. 3 .2 , 10 .51 11 .37 9 . 10 .27 10.2 . 11 10. 2.49 14. 2 . 1 . 2 11 .4, 12 . 11 12 . 2 . 19 12 . 2 .4, 13 . 51 14 Execution and Progress of the Work Cutting and Patching AIA Document A201 TM - 1997. Copyright ® 1911 , 1915 , 1918, 1925, 1937, 1951 , 1958, 1961 , 1963 , 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIO Document is protected by U.S. Copyright Law and International Treaties. 4 Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50 :06 on 08/ 10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes : (726890250) 1 . 1 .39 1 . 2. 11 1 .2 . 21 2 . 2 . 3 , 2 . 2 . 57 3 . 19 3 . 31 3 .41 3 . 59 3 .79 Insurance, Project Management Protective 3 . 10, 3 . 12 , 3 . 14, 4. 2.21 4. 2 . 31 4 . 3 . 31 6 . 2 .21 7 . 1 . 31 7 . 3 .4, Liability 8 . 29 9 .59 9 .9 . 11 10. 2 , 10.39 12 . 2 , 14 . 21 14. 3 11 . 3 Extensions of Time Insurance, Property 3 . 2 . 3 , 4 . 3 . 194 .3 .414.3 . 7 , 4 .4. 535 . 2. 397 .2 . 1 , 7 . 317 .4. 19 10. 2 ,5 , 11A 9 . 5 . 11 9 . 7. 11 10. 3 .29 10 . 6. 1 , 14 .3 . 2 Insurance, Stored Materials Failure of Payment 9 . 3 . 29 11 .4. 1 .4 4. 3 . 6 , 9 . 5 . 1 . 3 , 9.79 9 . 10.29 14. 1 . 1 . 3 , 14 .2. 1 . 21 13 . 6 INSURANCE AND BONDS Faulty Work 11 (See Defective or Nonconforming Work) Insurance Companies, Consent to Partial Occupancy Final Completion and Final Payment 9 .9 . 19 11 .4. 1 .5 4. 2 . 19 4 . 2. 99 4 .3 .21 9 . 8 .2 , 9. 10 , 11 . 1 .2, 11 . 1 . 39 11 .4 . 1 , Insurance Companies , Settlement with 11 .4 .5112 . 3 . 1113 . 7914. 2 .4, 14.4 . 3 11 .4 . 10 Financial Arrangements , Owner' s Intent of the Contract Documents 2 . 2. 1 , 13 .2 . 2, 14 . 1 . 1 .5 1 . 2 . 194 . 2 . 794 . 2 . 12, 4.2 . 1397 .4 Fire and Extended Coverage Insurance Interest 11 .4 13.6 GENERAL PROVISIONS Interpretation 1 1 . 2 . 39 1 .49 4 . 1 . 1 , 4. 3 . 1 , 5 . 11 6 . 1 . 21 8 . 1 .4 Governing Law Interpretations , Written 13.1 4. 2 . 11 , 4.2. 12, 4.3 . 6 Guarantees (See Warranty) Joinder and Consolidation of Claims Required Hazardous Materials 4 . 6.4 10 .2 .4, 10.3, 10.5 Judgment on Final Award Identification of Contract Documents 4,6.6 1 . 5 . 1 Labor and Materials, Equipment Identification of Subcontractors and Suppliers 1 . 1 . 3 , 1 . 1 . 6, 3.41 3 .5 . 11 3 . 8 . 21 3 . 8 . 39 3 . 12, 3 . 139 3 . 15 . 1 , 5 . 2. 1 42 . 694 . 2 .7 , 5 . 2 , L &2. 117 , 3 ,61 9 . 3 . 219 .3 . 3 , 9 . 5 . 1 . 3 , Indemnification 9 . 10.2 , 10.2 . 11 10 . 2 .49 14 . 2. 1 . 2 3 . 179 3. 189 9 . 10 .2, 10. 3 .39 10. 59 11 .4. 1 .29 11 .4. 7 Labor Disputes Information and Services Required of the Owner 8 . 3 . 1 2 . 1 . 29 2.29 3 . 2 . 19 3 . 12 .41 3 . 12 . 109 4. 2.79 4 .3 . 39 6 . 1 . 31 Laws and Regulations 6 . 1 .4, 6 . 2. 59 9 .3 . 21 9 . 6 . 11 9. 6 .41 9 .9. 2, 9 . 10. 31 10. 3 . 37 1 . 69 3 .2 . 21 3 . 69 3 .71 3 . 12 . 107 3 . 139 4 . 1 . 1 , 4 .4. 89 4 . 6, 11 .2911 .4113 .5 . 1113 . 5 . 2 , 14. 1 . 1 .4714. 1 .4 9 . 6 .499 .9 . 1310 .2. 2, 11 . 1111 .4113 . 17 13 ,4 , 13 .5 . 1 , Injury or Damage to Person or Property 13 .5 .21 13 .61 14 4.3.8, 10.2, 10.6 Liens Inspections 2 . 1 .21 4.4. 8 , 8 . 2 .2, 9 . 3 . 37 9 . 10 3 . 1 . 31 3 . 3 . 31 3 .7 . 11 4.2 . 29 4. 2. 6 , 4. 2. 99 9 .4. 29 9 . 8 .29 Limitation on Consolidation or Joinder 9 . 8 . 31 9 . 9 . 21 9 . 10. 1 , 12 . 2 . 19 13 .5 4.6.4 Instructions to Bidders Limitations, Statutes of 1 . 1 . 1 4 . 6 . 31 12 .2. 69 13 .7 Instructions to the Contractor Limitations of Liability 3 . 2 . 313 . 3 . 193 . 8 . 1 , 4 . 2 . 815 . 2. 197112, 8 .2 . 2913 .5 . 2 2 . 3 , 3 . 2. 113 .5 . 113 . 7 . 313 . 12. 813 . 12. 1093 . 1793 . 18 , Insurance 4 .2 . 6 , 4. 2 . 71 4. 2 . 12, 6. 2 . 29 9 .4 .21 9 . 6.41 9 . 6 .71 9. 10.49 3 . 18 . 11 6. 1 . 19 7 . 3 . 6 , 8 . 2. 11 9 . 3 .21 9 . 8 .4, 9 . 9 . 1 , 9 . 10.29 10. 3 .3 , 10.2 . 5 , 11 . 1 . 21 11 . 2. 19 11 .4 .79 12 .2 . 51 13 .4 . 2 9 . 10.5 , 11 Limitations of Time Insurance, Boiler and Machinery 2 . 1 . 29 2. 27 2 .4, 3 .2 . 11 3 . 7 . 3 , 3 . 10, 3 . 11 , 3 . 12 .5 , 3 . 15 . 1 , 11 .4 . 2 4 . 2 . 79 4. 39 4 .49 4 . 5 , 4 . 6 , 5 . 29 5 .31 5 .4, 6.2 .49 7 . 39 7 .4, Insurance, Contractor 's Liability 8 . 2, 9.27 9 .3 . 12 9. 3 .39 9 .4. 19 9 . 59 9. 6, 9 .7 , 9 . 8, 9.91 11 . 1 9 . 10, 11 . 1 . 3 , 11 .4 . 1 .59 11 .4.6, 11 .4 . 10, 12 . 29 13 . 5 , Insurance, Effective Date of 13 . 7 , 14 8 .2. 27 11 . 1 . 2 Loss of Use Insurance Insurance, Loss of Use 11 .4.3 11 .4 . 3 Material Suppliers Insurance, Owner's Liability 1 . 69 3 . 12 . 11 4. 2 .41 4 . 2 . 61 5 . 2 . 1 , 9 . 3 , 9 .4. 21 9 .6, 9 . 10 . 5 11 . 2 Materials , Hazardous 10. 2 .4, 10 . 3 , 10. 5 AIA Document A201 TM - 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA* Document is protected by U.S. Copyright Law and International Treaties. 5 Unauthorized reproduction or distribution of this AIA8 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:50:06 on 08/10/2005 under Order No. 1000192296_I which expires on 8/8/2006 , and is not for resale. User Notes: (726890250) Materials, Labor, Equipment and 1 . 61 2. 1 . 19 2 .31 2 .4, 3 .4.2, 3 . 8 . 1 , 3 . 12. 10, 3 . 14 .2, 4 . 1 . 29 1 . 1 .39 1 . 1 . 61 1 .6 . 1 , 3 .41 3 .5 . 19 3 . 8 . 29 3 . 8 .231 3 . 129 3 . 13 , 4. 1 . 39 4. 2.47 4. 2 .9 , 4 .3 . 6, 4.4 . 79 5 . 2 . 19 5 . 2 .41 5 .4. 1 , 3 . 15 . 11 4.2 . 61 4 . 2.71 5 . 2 . 15 6 .2 . 11 7 . 3 .61 9 . 3 . 21 9 .3 . 3 , 6 . 1 , 6 . 31 7 . 2 . 1 , 7 .3 . 17 8 . 2. 21 8 . 3 . 1 , 9 . 3 . 17 9 . 3 .29 9 . 5 . 1 , 9. 5 . 1 .3 , 9. 10.2110 . 2. 1110. 2 .4914 .2 . 1 . 2 9 . 9 . 19 9 . 10. 21 10. 3 . 2911 . 1 . 3111 . 3 . 1911 .4. 3111 .4 . 10, Means, Methods, Techniques , Sequences and 12 .2 .27 12 .3 . 17 13 . 2 . 2 , 14. 3 , 14.4 Procedures of Construction Owner' s Financial Capability 3 . 3 . 11 3 . 12 . 10, 4. 2 . 21 4 . 2 . 71 9 .4. 2 2 . 2 . 19 13 . 2 . 21 14 . 1 . 1 .5 Mechanic ' s Lien Owner' s Liability Insurance 4.4. 8 11.2 Mediation Owner' s Loss of Use Insurance 4 . 4 . 1 , 4.4. 574 .4. 6, 4.4 . 814.5, 4. 6 . 114. 6 .2, 8 . 3 . 1 , 10.5 11 .4 .3 Minor Changes in the Work Owner ' s Relationship with Subcontractors 1 . 1 . 1 , 3 . 12 . 894. 2 . 814 . 3 .617 . 177.4 1 . 1 . 215 .2, 5 .3 , 5 .479 . 6 .4, 9 . 10 . 2 , 14 . 2 . 2 MISCELLANEOUS PROVISIONS Owner's Right to Carry Out the Work 13 2.49 12.2.4. 14.2.2.2 Modifications, Definition of Owner 's Right to Clean Up 1 . 1 . 1 6.3 Modifications to the Contract Owner' s Right to Perform Construction and to 1 . 1 . 1 , 1 . 1 .2, 3 .7 .31 3 . 11 , 4 . 1 .2 , 4. 2 . 11 5 . 2. 3 , 71 8 . 3 . 1 , Award Separate Contracts 9 . 79 10 . 3 .29 11 .4 . 1 6. 1 Mutual Responsibility Owner's Right to Stop the Work 6.2 2.3 Nonconforming Work, Acceptance of Owner' s Right to Suspend the Work 9 . 6 . 69 9 . 9, 39 123 14. 3 Nonconforming Work, Rejection and Correction of Owner ' s Right to Terminate the Contract 2 . 3 , 2 .4, 3 . 5 . 114 . 2 . 616 . 2 . 5 , 9 . 5 . 199 . 8 . 219 . 9 . 3 , 9. 10 .41 14. 2 12 .2 . 19 13 . 7 . 1 . 3 Ownership and Use of Drawings, Specifications Notice and Other Instruments of Service 2 .2. 112 . 392.493 . 2 . 393 . 3 . 1 , 3 .7 . 293 . 7 .413 . 12 .9 , 4. 39 1 . 1 . 191 .6, 2 .2 . 513 .2 . 1 , 3 . 11 . 113 . 17 . 194 .2 . 1295 . 3 4 .4 . 81 4. 6. 51 5 . 2 . 1 , 8 .2 .21 9 . 72 9 . 10? 10 . 2.2, 11 . 1 .3 , Partial Occupancy or Use 11 .4 .6912 . 2 . 2912. 2 .4913 . 3913 .5 . 1 , 13 . 5 . 2114. 1114. 2 9 . 6 .619.9, 11 .4 . 1 . 5 Notice, Written Patching, Cutting and 2 . 3 , 2 .4, 3 . 3 . 1 , 3 .91 3 . 12 .9, 3 . 12 . 10, 4. 31 4 .4. 89 4. 6 .51 3 . 14, 6.2.5 5 . 2. 11 8 . 2. 29 9 . 7 , 9. 10, 10 . 2 . 21 10 . 31 11 . 1 . 31 11 .4. 67 Patents 12 .2 . 21 12 . 2 .41 13.3 , 14 3 . 17 Notice of Testing and Inspections Payment, Applications for 13 . 5 . 1 , 13 . 5 .2 4 . 2. 5 , 7 . 3 . 81 9 . 21 9.31 9 .4, 9.5 . 1 , 9 . 6 . 39 9 .7 . 11 9 . 8 . 59 Notice to Proceed 9 . 10 . 11 9 . 10.3 , 9 . 10.57 11 . 1 . 31 14. 2 .41 14 .4. 3 8 . 2. 2 Payment, Certificates for Notices, Permits, Fees and 4 . 2 . 51 4 . 2 . 9, 9 . 3 . 31 9.4, 9 . 59 9 . 6. 1 , 9 . 6 . 65 9 . 7 . 19 9 . 10 . 1 , 2 . 2. 21 3.7, 3 . 13 , 7 . 3 .6 .49 10.2 . 2 9 . 10 . 31 13 .79 14. 1 . 1 . 31 14. 2 .4 Observations, Contractor' s Payment, Failure of 1 .5 .21 3 . 21 3 .7 .3 , 4. 3 .4 4 . 3 . 69 9 . 5 . 1 . 39 9.7 , 9 . 10. 29 14. 1 . 1 . 3 , 14. 2 . 1 . 29 13 . 6 Occupancy Payment, Final 2. 2 . 29 9 . 6. 6, 9 . 8 , 11 .4 . 1 .5 4 .2. 11 4. 2 . 91 4. 3 .27 9 . 8 . 2, 9 . 10, 11 . 1 .21 11 . 1 . 39 11 .4. 1 , Orders, Written 11 .4 .5 , 12 . 3 . 1 , 13 . 79 14.2 .41 14.4. 3 1 . 1 . 1 , 2 . 39 3 . 9 , 4 . 3 . 61 79 8 .2 .2, 11 .4.91 12. 1 , 12 .22 Payment Bond, Performance Bond and 13 .5 . 2, 14 . 3 . 1 7 . 3 . 6 .49 9. 6.79 9 . 10. 31 11 .4 .9, 11 .5 OWNER Payments, Progress 2 4 .3 . 31 9 . 31 9 .69 9 . 8 . 5 , 9 . 10 . 31 13 . 6, 14. 2. 3 Owner, Definition of PAYMENTS AND COMPLETION 2 . 1 9 Owner, Information and Services Required of the Payments to Subcontractors 2. 1 . 21 2.29 3 .2 . 1 , 3 . 12 .4, 3 . 12 . 10, 4. 2 . 7 , 4. 3 .39 6 . 1 . 39 5 .4. 21 9 . 5 . 1 . 31 9 .6 . 2, 9 . 6 .39 9 . 6 .49 9 . 6 . 7, 11 .4. 8 , 6 . 1 .476 .2.519 .3 . 299 . 6 . 119. 6.419 . 9 .2, 9 . 10 . 39 10. 3 . 31 14. 2 . 1 . 2 11 .2 , 11 .49 13 .5 . 17 13 . 5 .29 14 . 1 . 1 .4, 14 . 1 .4 PCB Owner' s Authority 10. 3 . 1 AIA Document A201 TM - 1997. Copyright © 1911 , 19159 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1970, 1976 , 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. 6 Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale . User Notes : (726890250) Performance Bond and Payment Bond Review of Contractor ' s Submittals by Owner and 7 . 3 . 6 .41 9. 6 .7 , 9 . 10 . 3 , 11 .4 . 91 11 .5 Architect Permits, Fees and Notices 3 . 10 . 15 3 . 10 . 2, 3 . 11 , 3 . 12, 4.215 . 29 6 . 1 . 33 9. 21 9 . 8 .2 2. 2 .2, 3.71 3 . 13 , 7 . 3 .6 .4, 10 .2. 2 Review of Shop Drawings , Product Data and PERSONS AND PROPERTY, PROTECTION Samples by Contractor OF 3 . 12 10 Rights and Remedies 1 . 1 . 2, 2 . 31 2 .41 3 . 5 . 11 3 . 15 . 21 4. 2 . 6 , 4. 3 .49 4 .5 , 4.6 , 5 . 39 Polychlorinated Biphenyl 5 .41 6. 1 , 6 .39 7 . 3 . 19 8 . 39 9. 5 . 1 , 9 . 7 , 10 . 2 . 59 10 . 3 , 10. 3 . 1 12. 2 .2 , 12 . 2 .4, 13.4, 14 Product Data, Definition of Royalties, Patents and Copyrights 3 . 12 . 2 3. 17 Product Data and Samples, Shop Drawings Rules and Notices for Arbitration 3 . 11 , 3. 12, 4.2 .7 4 . 6. 2 Progress and Completion Safety of Persons and Property 4 . 2 . 294. 3 . 398.2 , 9. 819. 9 . 19 14 . 1 .4 10.2910.6 Progress Payments Safety Precautions and Programs 4. 3 . 31 9 . 31 9.67 9 . 8 . 59 9 . 10. 3 , 13 . 61 14 . 2 .3 3 . 3 . 11 4. 2 . 21 4. 2 .79 5 . 3 . 19 10. 13 10. 2 , 10. 6 Project, Definition of the Samples , Definition of 1 . 1 .4 3 . 12 .3 Project Management Protective Liability Samples, Shop Drawings, Product Data and Insurance 3 . 119 3. 12, 4 .2 . 7 11.3 Samples at the Site, Documents and Project Manual, Definition of the 3 . 11 1 . 1 . 7 Schedule of Values Project Manuals 9.2, 9.3. 1 2 . 2 .5 Schedules, Project Representatives 1 .4. 1 .29 3 . 10, 3 .Construction12 . 1 , 3 . 12 .2, 4.3 .7 .2, 4. 2 . 10 6 . 1 . 3 Property Insurance Separate Contracts and Contractors 10 . 2 . 5 , 11 .4 1 . 1 .4, 3 . 12 . 51 3 . 14 .21 4. 2.49 4 . 2. 7 , 4 . 6 .4, 69 8 . 3 . 1 , PROTECTION OF PERSONS AND PROPERTY 11 .4 .7 , 12. 1 .21 12 . 2 .5 10 Shop Drawings , Definition of Regulations and Laws 3 . 12 . 1 1 . 6 , 3 .2 . 2, 3 .69 3 .7, 3 . 12 . 10, 3 . 139 4 . 1 . 19 4 .4. 8 , 4. 61 Shop Drawings, Product Data and Samples 9. 6 .419 . 9. 1110. 2 .2911 . 1111 .4913 . 11 13 .4, 13 . 5 . 19 3 . 1193. 12, 4.2 . 7 13 .5 .29 13 . 69 14 Site, Use of Rejection of Work 3. 13, 6. 1 . 1 , 6.2. 1 3 . 5 . 1 , 4 .2. 6, 12 .2 . 1 Site Inspections Releases and Waivers of Liens 1 . 2 . 2, 3 . 2 . 11 3 . 3 .3 , 3 .7 . 1 , 4 . 21 4. 3 .41 9 .4.29 9 . 10. 19 13 . 5 9. 10 .2 Site Visits, Architect' s Representations 4 . 2 .21 4 . 2 .9, 4 . 3 .4, 9 .4.21 9 . 5 . 11 9. 9 .21 9 . 10 . 19 13 .5 1 . 5 . 21 3 . 5 . 1 , 3 . 12 .6 , 6 . 2 . 29 8 .2 . 15 9. 3 . 3 , 9.4.2 , 9 . 5 . 1 , Special Inspections and Testing 9 . 8 . 2 , 9 . 10. 1 4 . 2. 61 12 . 2 . 1 , 13 .5 Representatives Specifications , Definition of the 2. 1 . 1 , 3 . 1 . 1 , 3 .99 4. 1 . 11 4. 2 . 19 4.2 . 10 , 5 . 1 . 1 , 5 . 1 . 21 1 . 1 . 6 13 . 2 . 1 Specifications, The Resolution of Claims and Disputes 1 . 1 . 1 , 1 . 1.6, 1 . 1 .7 , 1 . 2 . 21 1 . 6, 3 . 117 3 . 12 . 107 3 . 17 4.49 4.59 4.6 Statute of Limitations Responsibility for Those Performing the Work 4. 6 . 3 , 12 . 2 . 69 13 .7 3 . 3 .29 3 . 18 , 4. 2 . 3 , 4.3 . 8 , 5 . 3 . 11 6 . 1 . 31 6 . 2, 6 . 39 9 .5 . 11 Stopping the Work 10 2 . 3 , 4. 3 . 61 9 . 79 10 . 39 14 . 1 Retainage Stored Materials 9. 3 . 11 9 .6. 29 9 . 8 .51 9 .9 . 19 9 . 10 .21 9 . 10. 3 6 . 2. 17 9 .3 . 21 10 .2. 1 . 21 10. 2 .4, 11 .4 . 1 .4 Review of Contract Documents and Field Subcontractor, Definition of Conditions by Contractor 5 . 1 . 1 1 .5 . 2 , 3 .2, 3 .7 .3 , 3 . 12 . 7, 6. 1 .3 SUBCONTRACTORS AIA Document A201Tm - 1997. Copyright ® 1911 , 1915 , 1918, 1925, 19379 19519 1958 , 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA® Document Is protected by U.S. Copyright Law and International Treaties. 7 Unauthorized reproduction or distribution of this AIO Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_I which expires on 8/8/2006, and is not for resale. User Notes: (726890250) 5 TERMINATION OR SUSPENSION OF THE Subcontractors, Work by CONTRACT 1 . 2. 213 . 3 . 2, 3 . 12. 194 . 2 . 315 .2 . 3 , 5 . 395 .499 . 3 . 1 . 21 14 9. 6 .7 Tests and Inspections Subcontractual Relations 3 . 1 . 31 3 . 3 . 31 4. 2 .2 , 4 .2. 69 4 .2 . 99 9 .4. 21 9 . 8 . 3 , 9 . 9 .29 5.31 5.4, 9.3. 1 .21 9.6, 9. 1010.2. 1 , 11 .4.7, 11 .4.8, 14. 11 9 . 10 . 19 10 .3 . 29 11 .4 . 1 . 1 , 12.2 . 1 , 13 .5 14.2.19 14.3.2 TIME Submittals 8 1 . 61 3 . 109 3 . 119 3 . 12, 4 . 2. 79 5 . 2 . 19 5 . 2 . 39 7 . 3 .61 9. 21 Time, Delays and Extensions of 9 . 39 9 . 81 9 . 9 . 1 , 9 . 10.29 9 . 10 . 31 11 . 1 .3 3 . 2. 31 4 . 3 . 19 4. 3 .4 , 4 .3 . 79 4 .4 . 5 , 5 . 2 . 3 , 7 . 2 . 19 7 . 3 . 1 , Subrogation, Waivers of 7 .4. 1 , 8.3, 9 .5 . 1 , 9 .7 . 11 10. 3 .21 10 . 6 . 1 , 14. 3 .2 6. 1 . 19 11 .4 . 59 11 .4.7 Time Limits Substantial Completion 2 . 1 . 27 2 . 21 2 .47 3 . 2 . 11 3 . 7. 3 , 3 . 10, 3 . 117 3 . 12 .51 3 . 15 . 1 , 4. 2.998 . 1 . 1 , 8 . 1 .318 .2 . 399 .4. 219.8, 9 . 9 . 1 , 9 . 10 . 31 4 . 2, 4. 394 .414 . 594. 695 . 295 . 315 .4, 6 . 2 .417 .317 .41 9 . 10.4 . 2 , 12.21 13 . 7 8 . 21 9. 27 9 . 3 . 11 9 . 3 .31 9 .4. 1 , 9 . 59 9 . 69 9 . 71 9 . 81 9 . 91 Substantial Completion, Definition of 9 . 10, 11 . 131 11 .4. 1 .5 , 11 .4.61 11 .4. 10, 12 . 2, 13 . 59 9 . 8 . 1 13 . 7114 Substitution of Subcontractors Time Limits on Claims 5 . 2. 3 ; 5 . 2.4 4.3.29 4.3.4, 4.3.89 4.49 4.59 4.6 Substitution of Architect Title to Work 4. 1 . 3 9 . 3 . 2, 9 . 3 . 3 Substitutions of Materials UNCOVERING AND CORRECTION OF 3 . 4. 2 , 3 . 5 . 1 , 7 . 3 .7 WORK Sub-subcontractor, Definition of 12 5 . 1 . 2 Uncovering of Work Subsurface Conditions 12. 1 4. 3 .4 Unforeseen Conditions Successors and Assigns 4 . 3 .4, 8 . 3 . 1 , 10. 3 13.2 Unit Prices Superintendent 4 . 3 . 9 , 7 . 3 . 3 . 2 3.9, 10.2.6 Use of Documents Supervision and Construction Procedures 1 . 1 . 1 , 1 . 61 2 . 2. 51 3 . 12 . 6, 5 . 3 1 . 2 .21 3.3, 3 .4, 3 . 12 . 10, 4.2 .2, 4 . 2 . 7 , 4. 3 . 31 6 . 1 . 35 Use of Site 6 . 2.41 7 . 1 . 31 7 . 3 . 61 8 . 25 8 . 3 . 19 9 .4. 29 10, 12, 14 3. 139 6. 1 . 19 6.2. 1 Surety Values, Schedule of 4.4.715 .4. 1 .2, 9 .8 .5 , 9 . 10 .219 . 10. 31 14 .2. 2 9.2, 9.3. 1 Surety, Consent of Waiver of Claims by the Architect 9. 10 .2 , 9 . 10. 3 13 .4 .2 Surveys Waiver of Claims by the Contractor 2 . 2. 3 4 . 3 . 101 9 . 10.59 11 .4.7 , 13 .4. 2 Suspension by the Owner for Convenience Waiver of Claims by the Owner 14.4 4 . 3 . 10, 9 .9 . 31 9 . 10 . 3 , 9 . 10.41 11 .4 . 3 , 11 .4. 5 , 11 .4 . 7 , Suspension of the Work 12. 2 .2 . 19 13 .4.2, 14. 2 .4 5 .4. 29 14.3 Waiver of Consequential Damages Suspension or Termination of the Contract 4.3. 10, 14.2.4 4 . 3 . 69 5 .4. 1 . 11 11 .4 .91 14 Waiver of Liens Taxes 9 . 10.29 9 . 10 .4 3.69 3.8.2. 1 , 7.3.6.4 Waivers of Subrogation Termination by the Contractor 6 . 1 . 19 11 .4.51 11 .4.7 4. 3 . 10, 14. 1 Warranty Termination by the Owner for Cause 3.59 4.2.99 4.3.5.3, 9.3.39 9.8.4, 9.9. 19 9. 10.49 12.2.2, 4. 3 . 109 5 .4 . 1 . 19 14.2 13.7.1 .3 Termination of the Architect Weather Delays 4. 1 . 3 4 . 3 . 7 . 2 Termination of the Contractor Work, Definition of 14 .2 .2 1 . 13 Written Consent AIA Document A201 TM - 1997. Copyright ® 1911 , 1915, 1918, 1925, 19379 1951 , 1958, 1961 , 1963, 1966, 1970, 1976 , 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA* Document is protected by U.S. Copyright Law and International Treaties. 8 Unauthorized reproduction or distribution of this AIO Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale . User Notes : (726890250) 1 . 69 3 .4. 22 3 . 12 . 8 , 3 . 14. 2, 4 . 1 . 2, 4 .3 .4, 4. 6 .4, 9 . 3 . 2 , 2 . 3 , 2.49 3 . 3 . 15 3 .91 3 . 12 .91 3 . 12 . 10, 4. 39 4 .4. 81 4 . 6 .51 9. 8 . 51 9 .9. 1 , 9 . 10.2 , 9 . 10. 31 11 .4. 11 13 . 2, 13 .4. 2 5 . 2 . 1 , 8 . 2. 21 9 . 7 , 9 . 10 , 10. 2 .2 , 10. 39 11 . 1 . 3 , 11 .4 . 69 Written Interpretations 12 . 2 . 21 12 .2 .4, 13.3, 14 4. 2 . 11 , 4.2 . 12, 4. 3 . 6 Written Orders Written Notice 1 . 1 . 1 , 2 . 3 , 3 .9, 4. 3 .69 71 8 . 2 . 27 11 .4.9, 12 . 19 12 .29 13 . 5 .29 14.3 . 1 AIA Document A201TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA* Document is protected by U.S. Copyright law and International Treaties. 9 Unauthorized reproduction or distribution of this AIO Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/ 10/2005 under Order No. 1000192296_1 which expires on 8/8/2006 , and is not for resale . User Notes : (726890250) ARTICLE 1 GENERAL PROVISIONS § 1 . 1 BASIC DEFINITIONS § 1 . 1 . 1 THE CONTRACT DOCUMENTS The Contract Documents consist of the Agreement between Owner and �''cvntr-aeter-Contractor. as modified (hereinafter the Agreement), Conditions of the Ge Contract, as modified (General, Supplementary and other Conditions) , Drawings , Specifications, Addenda issued prior to execution of the Contract, performance bond and payment bond, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is ( 1 ) a written amendment to the Contract signed by both parties, (2) a Change Order, (3 ) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include other documents such as bidding requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor' s bid or portions of Addenda relating to bidding requirements) . § 1 .1 .2 THE CONTRACT The Contract Documents form the Contract for Construction . The Centr-aet Contract, together with performance bond and payment bond, 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 Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind ( 1 ) between the Architect and Contractor, (2) between the Owner and a Subcontractor or Sub - subcontractor, (3 ) except as may be expressly provided in the Agreement between the Owner and Architect or (4) between any other persons or entities other than the Owner and Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect ' s duties . § 1 . 1 .3 THE WORK The term " Work" means the construction and services required by the Contract Documents , whether completed or partially completed , and includes all other labor, materials , equipment and services provided or to be provided by the Contractor to fulfill the Contractor' s obligations . The Work may constitute the whole or a part of the Project. § 1 . 1 .4 THE PROJECT The Project is the total construction 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 . § 1a1 . 5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans , elevations , sections, details , schedules and diagrams . § 1 .1 .6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services . § 1 . 1 .7 THE PROJECT MANUAL The Project Manual is a volume assembled for the Work which may include the bidding requirements, sample forms, Conditions of the Contract and Specifications . § 1 .2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS § 1 .2. 1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. In the event of a conflict or inconsistency in or among the Contract Documents or between the Contract Documents and applicable codes in effect at the time the Contract is awarded the Contractor shall unless directed otherwise in writing by the Owner, provided the greatest quantity, highest quality, highest degree of safe and most stringent material, equipment or Work AIA Document A201TM — 1997. Copyright © 1911 , 1915 , 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA* Document is protected by U.S. Copyright Law and International Treaties. 1 Unauthorized reproduction or distribution of this AIA* Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50 :06 on 08/10/2005 under Order No. 1000192296_I which expires on 8/8/2006 , and is not for resale. User Notes: (726890250) § 1 .2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade . § 1 .2. 3 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings . § 1 .3 CAPITALIZATION § 1 .3 . 1 Terms capitalized in these General Conditions include those which are ( 1 ) specifically defined, (2) the titles of numbered articles or (3 ) the titles of other documents published by the American Institute of Architects. § 1 .4 INTERPRETATION § 1 .4. 1 In the interest of brevity the Contract Documents frequently omit modifying words such as " all " and " any" and articles such as " the " and " an, " but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1 . 5 EXECUTION OF CONTRACT DOCUMENTS § 1 .5. 1 The Contract Documents shall be signed by the Owner and Contractor. If either the Owner or Contractor or both do not sign all the Contract Documents, the Architect shall identify such unsigned Documents upon request. § 1 .5.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents . § 1 . 6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF OWNERSHIP AND U SE OF DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS § 1 .6. 1 The Drawings, Specifications and other documents, including those in electronic form, prepared by the Architect and the Architect' s consultants are instr-, ::e nts of r VL ,Sew .: ^o through whieh describe the Work to be executed V L by the Cenlira4OF ontractor. Unless Owner fails to pay Architect therefore Owner shall be deemed the owner of the Drawings, Specifications and other documents and shall have and retain all rights therein In the event the Owner is deser-i; �adiudged to have failed to pav Architect therefore ownership of such Drawings Specifications and other documents, and all rights therein, shall revert to the Architect 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 eensultants, and unless othef wise indieated the Ar-ehiteet and the Af�ehiteeli' s eansultants shall be deemed the authors consultants . All copies of them and moill retain all eenmnen law, statutory such Drawings , Specifications and other e e ed Fight in addition to theeapyr-ights . All eepies f lastfunients f � documents, except the Contractor' s record set, shall be returned or suitably accounted for to the Architect, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Architect and the Architect ' s consultants, and copies thereof furnished to the Contractor, are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub- subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the exeeutien of their- Work under- the Gentfaet Doeuments . All eepies Faade under this authorization shall beap4he statutory eopyfight notice, if any, shown on the Drawings , Speeifieations and other- doeuments prepared by other- purposes in eenneetien with tWs Wejeet is not to be eenstfued as pubheation in defegation of the Ar-ehiteet ' s Owner. ARTICLE 2 OWNER § 2.1 GENERAL § 2. 1 . 1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have e*pfess authority to bind-re resent the Owner with respect to all matters requiring the Owner' s approval of AIA Document A201 TM — 1997. Copyright © 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1970, 19769 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIAA Document Is protected by U.S. Copyright Law and International Treaties. 1 Unauthorized reproduction or distribution of this AIA` Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50 :06 on 08/ 10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes: (726890250) authorization. -representation . Except as otherwise provided in Section 4 . 2 . 1 , the Architect does not have such authority . The term " Owner" means the Owner or the Owner' s authorized representative. § 2.1 .2 The-Pursuant to Florida Statutes section 255 . 05 ( 1 )(a) any claimant (as such term is defined in Florida Statutes section 713 . 01 ) may apply to Indian River County as Owner for copies of the C—entraeter within fifteen days after meeipt of a written fequest, infer-mation Agreement and the recorded bond and shall imide thereupon be furnished with a eof: .eet st., temen ertified copies of the feeer-d legal title to the pr-epefty en which the Pr-qjerat is leeated, usually Fefer+ed to as the site, and the Owner' s interest . such documents . § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 2.2. 1 The Ownef shall, at the written request of the Gentfaetef:, pr4of to eommeneement of the Work and ther-eafter-, furnish to the Contractor- Feasenable evidence that finaneial aFfangements have been made to fulfill the 03ATner-' s eentinuation ef the Work. Aftef sueh evidenee has been fumished, the &Arner- shall not materially Nrar-y &uc-h financial a ngem nt.. without prior- t ' t the Contractor-. § 2.2.2 Except for permits and fees, including those required under Section 3 . 7 . 1 , which are the responsibility of the Contractor under the Contract Documents , the Owner shall secure and pay for necessary approvals , easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities . Owner shall comply with the provisions of Florida Statutes section 218 80 Public Bid Disclosure Act. § 2.2.3 The Owner shall furnish surveys describing physical characteristics , legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.2.4 Information or services required of the Owner by the Contract Documents shall be furnished by the Owner with reasonable promptness . Any other information or services relevant which are under the Owner' s control and which are necessary to the Contractor' s performance of the Work shall be furnished by the Owner after receipt from the Contractor of a written request for such information or services . § 2.2. 5 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, such copies of Drawings and Project Manuals as are reasonably necessary for execution of the Work. § 2.3 OWNER' S RIGHT TO STOP THE WORK § 2.3. 1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents as required by See Tien 12.2 or persistently-fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated ; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6 . 1 . 3 . § 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK § 2.4. 1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness , the Owner may after s eh seven day pe ed give the Gentfaeter- a seeend written netiee to eeFrzeet sueh defieiefleies within a thfee day period . if the Gentfaetef within sueh three day period after- r-eeeipt of sueh seeend netiee fails to eenwrienee and eentiatie to eeFreet any deh i i I thr-may, without prejudice to other remedies the Owner may have, correct such deficiencies . In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies , including Owner ' s expenses and compensation for the Architect ' s additional services made necessary by such default, neglect or failure . Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect. TF .. . ,menta thenor- the-ea fte- ,1 „ o the Owner,Contractor- are not sufficient to cover- sueh amounts , the Contmeter shall pay the difference to the AIA Document A201 TM — 1997. Copyright ® 19119 19159 1918, 1925t 1937, 1951 , 1958, 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA7° Document Is protected by U.S. Copyright Law and International Treaties. 12 Unauthorized reproduction or distribution of this AIA` Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_I which expires on 8/8/2006 , and is not for resale. User Notes: (726890250) ARTICLE 3 CONTRACTOR § 3. 1 GENERAL § 3. 1 . 1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term " Contractor" means the Contractor or the Contractor' s authorized representative. § 3 . 1 .2 The Contractor shall perform the Work in accordance with the Contract Documents . § 3. 1 . 3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect ' s administration of the Contract, or by tests , inspections or approvals required or performed by persons other than the Contractor. § 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR § 3.2. 1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2 .2 . 3 , shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it. These obligations afefOF the pur-pese ef f6eilitating eenstfuefieft by the C=enlfaeter- and afe net for- the purpose e diseevefieg-Anyn �� errors, e�issiexs;inconsistencies or ineansisteneies omissions in the Contract Dee�ent� hewe' ver steno es o Documents discovered by the Contractor shall be reported promptly to the Architect and the Owner as a request for information in such form as the Architect or the Owner may require . § 3 .2 . 2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the Architect and the A r '-, -Owner in writing, but it is recognized that the Centraeter' s review is made in the r'�te;='TContractor ' s capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents . The-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 A= rehitect.Owner in writing. § 3.2.3 If the Contractor believes that additional cost or time is involved because of clarifications or instructions issued by the Architect in response to the Contractor' s notices or requests for information pursuant to Sections 3 . 2 . 1 and 3 . 2 . 2, the Contractor shall make Claims as provided in Sections 4 . 3 . 6 and 4 .3 . 7 . If the Contractor fails to perform the obligations of Sections 3 . 2 . 1 and 3 . 2 .2, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations . The Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents or for differences between field measurements or conditions and the Contract Documents unless the Contractor recognized or, in the exercise of ordinary care, reasonably should have recognized such error, inconsistency, omission or difference and knowingly failed to report it in writing to the Architect and the A r-� �teet.Owner. § 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES § 3.3 . 1 The Contractor shall supervise and direct the Work, using the Contractor' s best skill and attention. The Contractor shall be solely responsible for and have control over construction means , methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Gent_aet unless dhe Gent. aet need... °fits give other- speeifie instfuetiens eeneer-ning these ni.atterS . If the Centraet Deounients give speeifie instruestions, jobsite safety thereof and, eyceept as stated below, shall be fully and solely Fespensible fef the jobsite satety ef sueh , teehniques, sequenees or- preeedur-es may not be safe, the Gentr-aetef: shall give timely wfitten notiee to the Owne and Afehiteet and shall not pf:oeeed With that PeFtiOn of the Work witheut fi�; -rthe.r- ;Arriuen instmetions ff em the .4-ehitecUt. If thp 12-Antracter is then instfueted to pr-eeeed with the r-equifed fneans , methods , techniques, sequenees a A.— he solely responsible for- any resulting less or- da Contract. § 3 .3 .2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor' s employees, Subcontractors and their agents and employees , and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors. AIA Document A201 TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIAO Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA` Document, or any portion of it, may result in severe civil and criminal penalties, and will be 13 prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale . User Notes : (726890250) § 3 .3 .3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 3 .4 LABOR AND MATERIALS § 3 .4. 1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery , water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work . § 3.4.2 The Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor ' s employees and all other persons carrying out the Contract at the Fern work site. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. § 3.5 WARRANTY § 3.5. 1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents , that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents . Work not conforming to these requirements, including substitutions not properly approved and authorized, may-will be considered defective . The Contractor' s warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect or the " ~Owner, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.6 TAXES § 3.6. 1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. § 3.7 PERMITS, FEES AND NOTICES § 3.7. 1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally required when bids are received or negotiations concluded. Contractor acknowledges that the foregoing items are governed by the provisions of Florida Statutes section 218 . 80, Public Bid Disclosure Act. § 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances , rules , regulations and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 It is not the Contractor' s responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Architect and Owner in writing, and necessary changes shall be accomplished by appropriate Modification. § 3.7.4 If the Contractor performs Work knowing it to be contrary to laws , statutes, ordinances , building codes, and rules and regulations without such notice to the Architect and Owner, the Contractor shall assume appropriate responsibility for correction of such Work and shall bear the costs of losses and expenses attributable to correction . § 3 .8 ALLOWANCES § 3.8 . 1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents . Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. AIA Document A201 TM — 1997. Copyright ® 1911 , 1915 , 1918, 1925, 1937, 1951 l 1958 , 1961 , 1963 , 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA ° Document is protected by U.S. Copyright Law and International Treaties. 4 Unauthorized reproduction or distribution of this AIA* Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes: (726890250) § 3.8.2 Unless otherwise provided in the Contract Documents : . 1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts ; .2 Contractor' s costs for unloading and handling at the site, labor, installation costs , overhead , profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances ; .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect ( 1 ) the difference between actual costs and the allowances under Section 3 . 8 . 2 . 1 and (2) changes in Contractor' s costs and other expenses under Section 3 . 8 .2.2 . § 3 .8 .3 Materials and equipment under an allowance shall be selected by the Owner in sufficient time to avoid delay in the Work. § 3.9 SUPERINTENDENT § 3.9. 1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall be satisfactory to the Owner. So long as the superintendent remains employed by the Contractor or any related entity, the superintendent shall not be replaced without the Owner' s 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 each case . § 3 . 10 CONTRACTOR'S CONSTRUCTION SCHEDULES § 3. 10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner' s and Architect' s information a Contractor' s construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. § 3. 10.2 The Contractor shall prepare and keep current, for the Architect ' s approval, a schedule of submittals which is coordinated with the Contractor' s construction schedule and allows the Architect reasonable time to review submittals . § 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. § 3 . 11 DOCUMENTS AND SAMPLES AT THE SITE § 3 . 11 .1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications , in good order and marked currently to record field changes and selections made during construction, and one record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work. § 3. 12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES § 3 . 12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. § 3 . 12.2 Product Data are illustrations, standard schedules, performance charts , instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3. 12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged . AIA Document A201 ^" — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958 , 1961 , 1963 , 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document Is protected by U.S. Copyright Law and International Treaties. 15 Unauthorized reproduction or distribution of this AIO Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50 :06 on 08/ 10/2005 under Order No. 1000192296_1 which expires on 8/8/2006 , and is not for resale. User Notes : (726890250) § 3.12.4 Shop Drawings , Product Data, Samples and similar submittals are not Contract Documents . The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required by the Contract Documents the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents . Review by the Architect is subject to the limitations of Section 4. 2. 7 . Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents . Submittals which are not required by the Contract Documents may be returned by the Architect without action. § 3 . 12.5 The Contractor shall review for compliance with the Contract Documents , approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors . Submittals which are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Architect without action. § 3. 12.6 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials , field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents . § 3 . 12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect ' s approval of Shop Drawings , Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and ( 1 ) the Architect has-has, with prior approval of the Owner, given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings , Product Data, Samples or similar submittals by the Architect' s approval thereof. § 3 . 12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals , to revisions other than those requested by the Architect on previous submittals . In the absence of such written notice the Architect ' s approval of a resubmission shall not apply to such revisions . § 3.12. 10 The Contractor shall not be required to provide professional services which constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor' s responsibilities for construction means, methods, techniques, sequences and procedures . The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy . The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings , calculations , specifications, certifications , Shop Drawings and other submittals prepared by such professional . Shop Drawings and other submittals related to the Work designed or certified by such professional , if prepared by others , shall bear such professional ' s written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided the Owner and Architect have specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to this Section 3 . 12 . 10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract Documents . AIA Document A201TM — 1997. Copyright ® 1911 , 191511918t 1925? 1937, 1951 , 1958, 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA* Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA* Document, or any portion of It, may result in severe civil and criminal penalties, and will be 16 prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50 :06 on 08/10/2005 under Order No. 1000192296_I which expires on 8/8/2006 , and is not for resale. User Notes: (726890250) , § 3 . 13 USE OF SITE § 3 . 13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances , permits and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 3 . 14 CUTTING AND PATCHING § 3 . 14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. § 3. 14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting , patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld . The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor' s consent to cutting or otherwise altering the Work. § 3.15 CLEANING UP § 3. 15. 1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor' s tools , construction equipment, machinery and surplus materials . § 3. 15.2 If the Contractor fails to clean up as provided in the Contract Documents , the Owner may do so and the cost thereof shall be charged to the Contractor. § 3 . 16 ACCESS TO WORK § 3 . 16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located . § 3 . 17 ROYALTIES, PATENTS AND COPYRIGHTS § 3.17. 1 The Contractor shall pay all royalties and license fees-fees in connection with the Work. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents or where the copyright violations are contained in Drawings , Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such bion belief is promptly furnished in writing to the Architect and ther-ehiteet.Owner, § 3 .18 INDEMNIFICATION § 3.18. 1 To the fullest extent per-frAtted by law and to the extent claims, damages, losses or- expenses are not covered. ontractor in , the aetet shall indemnify and hold harmless the Owner, Architect nrehiteet' s consultants, its officers and agents-employees, as well as the Architect and empleyees of any of them its subconsultants, from and against el all liabilities, damages , losses-losses, and expenses, i osts, including, but not limited to , reasonable attorney ' s fees, to the extent caused by negligence, recklessness , or intentional wrongful misconduct of the Contractor, its Subcontractors , and persons employed or fesul n utilized by them in the performance of the eFk this Contract; provided that such claim, damage;less-loss, damseg or expense is attributable to bodily injury, sickness , disease or death, or to injury to or destruction of tangible property (other than the work itself) . This indemnification and hold harmless provision shall survive the ement eaused by the negligent aet& termination or emissieR-s-expi ation of or indir-eedy employed by themer- anyone f0F lhyhoqpaess they may be liable, regardless of whether or not su ^' aim damageless E)r- expense this Contract. Indemnification is limited to negate, abridge, or- r-eduee other- rightsffebligations of inde whieh would other-wise exist as to a paftyOFper-sen described. in thi .s SPP60;; 1 19 $5 million per occurrence . § 3 . 18.2 In claims against any person or entity indemnified under this Section 3 . 18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 3 . 18 . 1 shall not be limited by a limitation on amount or type of damages , AIA Document A201 TM — 1997. Copyright 0 1911 , 1915, 1918, 1925, 19379 19519 1958, 1961 , 1963 , 1966, 1970, 1976 , 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : eThis AIO Document is protected by U.S. Copyright Law and International Treaties. 7 Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50 :06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes : (726890250) 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-, Gentmeter and Ownerand Architect. Consent shall not be unreasonably withheld . § 4.1 .3 If the employment of the Architect is terminated, the Owner shall-may employ a new Architect against whom the Contmeter- has no reasonable objeetion and whose status under the Contract Documents shall be that of the former Architect. § 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT § 4.2. 1 The Architect will provide administration of the Contract as described in the Contract Documents , and will be an Owner' s representative ( 1 ) during construction, (2) until final payment is due and (3 ) with the Owner' s concurrence, from time to time during the one-year period for correction of Work described in Section 12-4-.-.12 . 2 the Architect will advise and consult with the Owner. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified in writing in accordance with other provisions of the Contract. § 4.2.2 The Architect, as a representative of the Owner, will-shall visit the site at intervals appropriate to the stage of the Contractor' s operations or as otherwise agreed by the Owner and the Architect in Article 2 . 8 , of the Standard Form of Agreement Between Owner and Architect with Standard Form of Architect' s Services ( 1 ) to become genefall-y-familiar with and to the best of his knowledge, keep the Owner informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3 ) to determine in general if the Work is being peffe mea : a niffliner indie- ating that the W,...k, when fully eampleted, A.A.411 bea, in aeneerdanee with the GentEaet Doeuments . However-, the Ar-ehiteet will not be fequifed to make exhaustive or eentinue- es; an site inspeetions te eheek the quality or- quantity of the Wer-k. The Afehiteet 3A rill neithef: h.allre eventrel evef of ehafge of-, nor- be responsible for-, the eanstruetion fneans, fnetheds, teehniques, sequeflees 0 preeedafes , or for- the safety pr-eeautions and a � ineetion with the Work, stnee. t I I he 3 . 3 . ! . performed. § 4.2. 3 Fequir-ements of the Gentfaet Deetiments. The A&ehiteet will fiet have eentfel ever- of ehar-ge of and will no § 4.2.4 Communications Facilitating Contract Administration . Except as otherwise provided in the Contract Do u.. encs or when direet eenimunioations have been specially authorized , Documents, the Owner and Contractor shall endeavor to communicate with each other through the Architect about matters arising out of or relating to the Contract. Communications by and with the Architect ' s consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. § 4.2. 5 Based on the Architect' s evaluations of the Work as provided in Subparagraph 4 . 2.2 and on the data comprising the Contractor' s Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts . § 4.2.6 The Architect will have authority to reject Work that does not conform to the Contract Documents . Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13 . 5 .2 and 13 . 5 .3 , whether or not such Work is fabricated , installed or completed . However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect or the Owner to the AIA Document A201TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958 , 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIO Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA'a Document, or any portion of it, may result in severe civil and criminal penalties, and will be 18 prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes: (726890250) Contractor, Subcontractors, material and equipment suppliers , their agents or employees , or other persons or entities performing portions of the Work. § 4.2.7 The Architect will review and approve or take other appropriate action upon the Contractor' s submittals such as Shop Drawings , Product Data and Samples , but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents . The Architect' s action will be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors , while allowing sufficient time in the Architect ' s professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents . The Architect' s review of the Contractor' s submittals shall not relieve the Contractor of the obligations under Sections 3 . 3 , 3 . 5 and 3 . 12 . The Architect ' s review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods , techniques, sequences or procedures . The Architect ' s approval of a specific item shall not indicate approval of an assembly of which the item is a component . § 4.2. 8 The Architect will prepare Change Orders and Construction Change Directives, and may with the prior written approval of the Owner' s Representative, authorize minor changes in the Work as provided in Section 7 .4 . § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, will receive and forward to the Owner, for the Owner' s review and records, written warranties and related documents required by the Contract and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents . § 4.2. 10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect' s responsibilities at the site . The duties, responsibilities and limitations of authority of such projectrepresentatives, if any, shall be as set forth in an exhibit to be incorporated in the Contract Documents . § 4.2. 11 The Architect will interpret and decide matters concerning performance under and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect ' s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness . If no agreement is made concerning the time within which interpretations required of the Architect shall be furnished in compliance with this Section 4.2, then delay shall not be recognized on account of failure by the Architect to furnish such interpretations until 15 days after written request is made for them. § 4.2. 12 IntergretatieRInitial 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 initial 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 initial interpretations or decisions so rendered in good faith. § 4.2. 13 The Architect' s decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents . § 4.3 CLAIMS AND DISPUTES § 4.3 . 1 Definition . A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment of inter-gretatien-of Contract terms, payment of money , extension of time or other relief with respect to the terms of the Contract. The term " Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. Claims must be initiated by written notice . The ensi il4y o Claims shall be initiated by written notice and shall . beexpressly stated to be a Claim under this paragraph 4. 3 . § 4.3.2 Time Limits on Claims . Except for : (a) Claims for concealed or unknown conditions governed by section 4 . 3 .4 ; and (b) claims for time extensions governed by section 8 . 3 , claims by either party must shall be initiated within 2410 days after occurrence of the event giving rise to such Claim or within 24- 10 days after the claimant AIA Document A201 TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : *This AIA* Document is protected by U.S. Copyright Law and International Treaties. 9 Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1 0001 92296_1 which expires on 8/8/2006 , and is not for resale. User Notes: (726890250) first recognizes the condition giving rise to the Claim, whichever is later. Claims mast shall be initiated by written notice to the Architect and the other party . § 4.3. 3 Continuing Contract Performance . Pending final resolution of a Claim except as otherwise agreed in writing or as provided in Section 9 . 7 . 1 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents . § 4.3 .4 Claims for Concealed or Unknown Conditions . If conditions are encountered at the site which are ( 1 ) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents , then notice by the observing party shall be given to the other party promptly before conditions are disturbed and in no event later than 24- 10 days after first observance of the conditions. The Architect will promptly investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractor' s cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified , the Architect shall so notify the Owner and Contractor in writing, stating the reasons . Claims by either party in opposition to such findings determination must be made within 21 days after the Architect has given notice of the desisien-decision finding. If the conditions encountered are materially different, the Contract Sum and Contract Time shall be equitably adjusted, but if the Owner and Contractor cannot agree that the conditions are materially different or cannot agree on an adjustment in the Contract Sum or Contract Time, the adjustfaefit matter may be ref " d to the A Fehiteet for initial aete..„, inatiG subject to further proceedings pursuant to Section 4.4. No Claim of the Contractor under this section 4. 3 .4 shall be allowed unless the Contractor has given the notice required in this section 4. 3 .4 . § 4.3. 5 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Such notice shall include, to the extent then known by Contractor, full details and substantiating data to permit evaluation by the Owner and the Architect If further, or other, information subsequently becomes known to contractor, it shall be promptly furnished 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 Section 10. 6 . § 4.3. 6 If the Contractor believes additional cost is involved for reasons including but not limited to ( 1 ) a written interpretation from the Architect, (2) an order by the Owner to stop the Work where the Contractor was not at fault, (3 ) a written order for a minor change in the Work issued by the Architect, (4) failure of payment by the Owner, (5 ) termination of the Contract by the Owner, (6) Owner' s suspension or (7) other reasonable grounds, Claim shall be filed in accordance with this Section 4. 3 . Failure to file any such Claim in accordance with this Section 4 . 3 shall constitute a waiver thereof. § 4.3.7 Claims for Additional Time § 4.3 . 7.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor ' s Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay only one Claim is necessary. § 4.3 .7.2 If adverse weather conditions are the basis for a Claim for additional time , such Claim shall be documented by data substantiating that weather conditions were seasonally abnormal at the Project site for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. § 4.3. 8 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the Architect and the other party within a reasonable time not exceeding 21 days after discovery . The notice shall provide sufficient detail to enable the other party to investigate the matter . AIA Document A201 ^" — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963 , 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIO Document is protected by U.S. Copyright Law and International Treaties. .L0 Unauthorized reproduction or distribution of this AIA` Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes: (726890250) § 4.3 .9 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted . § 4.3 . 10 Waiver of Claims for Consequential Damages . The Contractor and the Owner waive Claims against each other for all consequential damages arising out of-of, or ielating-related to termination of this Contract. This mutual ,. aiye. ineb des : Nothing contained in this section 4 . 3 . 10 shall be deemed to preclude the award and payment of liquidated damages by Contractor to Owner pursuant to the Contract Documents . Liquidated Damages pursuant to the Contract Documents are Owner ' s sole remedy for dela. profit,A damages ineuffed by the Owner- for- fental expenses, for losses of use, ifle9me , fin business and reputation, and for loss of management or employee productivity or- of the services e such perms personnel stationed there, fer- losses of finaneing, business and reputation, and for- less Of ffefit vna.vr,. waa.xczfsu dy , TWs mtual waiver- is applieable, without limitation, to all eensequential damages due to eithef pafty ' s tefminatien in aeeefdanee with Ar-tiele 14 . Nothing eentained in this Seefien 4 . 3 . 10 shall be deemed to pfeelude an award- of liquidated direct damages, when applieable, in accordance with the requirements of the Gentmet Doeume § 4.4 RESOLUTION OF CLAIMS AND DISPUTES § 4.4, 1 Decision of Architect. Claims , including those alleging an error or omission by the Architect but excluding those arising under Sections 10. 3 through 10. 5 , shal�-may, upon request of both the Owner and the Contractor, be referred initially to the Architect for deeisio . . An initial-decision by the Arehiteet shall be -e .ed a eandiEien preeedent to mediation, mr-hitraflon or lifigation of all Claims between the. Contractor and Owner- a4sing pfier- to the. date final payment is due, unless 30 days have passed after- the Claim has hmen r-ta4ued to the Arehiteet %rith ne deeision having been fender-ed by the Afehiteet. The Arehiteet will not deeide disputes betwAreen tl; p-. C--.P- i#-raet8r- and per-sons or entities other- recommendation . § 4.4.2 The Architect will review all Claims referred and within ten days of the receipt of the Claim take one or more of the following actions : ( 1 ) request additional supporting data from the claimant or a response with supporting data from the other party, (2) rejeet recommend rejecting the Claim in whole or in part, (3 ) awe-recommend approval of the Claim, (4) suggest recommend a compromise, or (5 ) advise the parties that the Architect is unable to feselve f" rmake a recommendation 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 Feselve the make a recommendation , § 4.4. 3 In evaluating Claims, the Architect may, but shall not be obligated to, consult with or seek information from either pat4y or- ffam per-sons with speeial knewledge or expertise who may assist the Affehiteaet in rendering a. . party § 4.4.4 If the Architect requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either provide a response on the requested supporting data, advise the Architect when the response or supporting data will be furnished or advise the Architect that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Architect will take one of the Gai-m-last four (4) numbered actions contem 1p ated subparagraph 4.4 .2, in whale or- paft. writing stating the reasons therefor. § 4.4.5 § 4 .4. 5 The A176hiteet wi!! approve or- r-ejeet Claims by written deeision, whieh shall state the reasefis therefor- and whieh shall notify the par-ties of any ehange in the Centraet Sum or- Gentfaet T- iffle or -both . The approval or Fejection Af A Claim by the Ar-ehiteet shall be final and binding en thei et te meadiation and ar-bitfation . § 4.4. 6 Afhen A vr;itten deeision of the Arehiteet states that ( 1 ) the deei.sie- n tS fin .A ] hilt subject to mediation and arbitration and (2) a demand. fiff ffbitff.atien of a Claim eover-ed by sueh deeision must be -made within 30 days afte the date on whieh the pafty making the demand Feeeives the fin.al y4ittp.m deeision, then failufe to demand afbitfatien within said Aall result in the Ar-ehiteet ' s deeision becoming fina4 and binding open the Owner and AIA Document A201 TM - 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958 , 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA ° Document Is protected by U.S. Copyright Law and International Treaties. 21 Unauthorized reproduction or distribution of this AIA'a Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:50:06 on 08/10/2005 under Order No. 1 0001 92296_1 which expires on 8/8/2006 , and is not for resale. User Notes : (726890250) I go A, A, I A I AVIL a '. 'AM A L�� OPAIIII go A I I I I I Pit I III III, fto I AM goggmo . 10 ,11 , 1 jP1 A AAVI`1hAM AM k�pg go�� Appol IOWA 9 All go kA%AVAA VA A I All A OVASIMAS I I A, A, AWN • 1 • • go1 - / • • • ' 1 ' • . / • • • / / • • • / • • 1 • • . • A AO • 1 • • / / • ' go A • . - 1 • / / - / • • - 1 / • • 1 . 1 0 • • • • - - • • • • - / 1 1 • • • • 1 • • njIlvAdratill _ % _ jWj ;II A • • • • • • vi ApA , OVOM lopOp A 10 11111"' 1 WAMAINCTPINA WA 0" P. MICTUIS A "Prim At 1 11 11 At Am I A Al At ol A am, m- & FIRM a A A A A A Mom WFANOWN • A III • WMWAA A M11 111011 1 111 111 A 1 , 1 IOWA a. • . i • • 9a 1 • 1 1 1 a • a • • 1 1 . • • r • 1 1 § 4.6 . 5 Claims and Timely Assef!tien of Claims . The party filing a notiee of demand fof arbitration must asseFt in the demand all .1ainis then known to that pafty an whieh ar-bitration is peffl:litted to be defnanded-.§ 4.6. 6 § 4 .6 .6 judgment on Final Awar-d . The award f:endef!ed by the af bitf!atar- or afbitfater-s shall be final, and judgment may be entered upon it in aeeer-dance with applieable law 4ng jur-isdietion thereofl. ARTICLE 5 SUBCONTRACTORS § 5.1 DEFINITIONS § 5. 1 . 1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site . The term " Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term " Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. § 5. 1 .2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site . The term " Sub-subcontractor " is referred to throughout the Contract Documents as if singular in number and means a Sub- subcontractor or an authorized representative of the Sub- subcontractor. § 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK § 5.2. 1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect will promptly reply to the Contractor in writing stating whether or not the Owner or the Architect, after due investigation, has reasonable objection to any such proposed person or entity. na�e &f-y 5.2.2 The Contractor shall not contract with aproposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to reply pr-omptly shall eenstitute notice of no whom the Contractor has made reasonable objection. § 5.2.2 The ContractoF shall not eentfact with a proposed per-son or- entity to whom the Owner- or Architeet has fflade Gentfaeter has made reasonable objeetion. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor' s Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required . § 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitute . § 5.3 SUBCONTRACTUAL RELATIONS § 5. 3. 1 By appropriate written agreement, written here le.g lly required for- validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents , and to assume toward the Contractor all the obligations and responsibilities , including the responsibility for safety of the Subcontractor ' s Work, which the Contractor, by these Documents , assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights , and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights , remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors . The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound , and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may AIA Document A201Tm — 1997. Copyright ® 1911 , 1915, 19189 19259 19379 1951 , 1958, 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIO Document is protected by U.S. Copyright Law and International Treaties. 23 Unauthorized reproduction or distribution of this AIO Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:50 :06 on 08/10/2005 under Order No. 1000192296_I which expires on 8/8/2006, and is not for resale. User Notes : (726890250) be at variance with the Contract Documents . Subcontractors will-shall be similarly required to make copies of applicable portions of such documents available to their respective proposed Sub -subcontractors . § 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS § 5.4. 1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that: . 1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcontractor and Contractor in writing ; and .2 assignment is subject to the prior rights of the surety, if any, obligated under a bond or bonds relating to the Contract. § 5.4. 2 Upon such assignment, if the Work has been suspended for more than 30 days , the Subcontractor' s compensation shall be equitably adjusted for increases in eest-cost, if any, resulting from the suspension. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6 .1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § 6 . 1 . 1 The Owner reserves the right to perform construction or operations related to the Project with the Owner' s own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. if the Centraeter elaims that delay E)~ additional ,.est is invelved beeause of sueh aetien by the Owner-, the Gentraeter- shall make sueh Claim as pre- vid-ted. in spwrvti -on • § 6 . 1 .2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term " Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. § 6.1 . 3 The Owner shall provide for coordination of the activities of the Owner ' s own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules and performance requirements when directed to do so . The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised . § 6.1 .4 Unless otherwise provided in the Contract Documents , when the Owner performs construction or operations related to the Project with the Owner' s own forces , the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article 3 , this Article 6 and Articles 10, 11 and 12 . § 6.2 MUTUAL RESPONSIBILITY § 6.2. 1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor' s construction and operations with theirs as required by the Contract Documents . § 6.2 . 2 If part of the Contractor' s Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall , prior to proceeding with that portion of the Work, promptly report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results . Failure of the Contractor so to report shall constitute an acknowledgment that the Owner' s or separate contractor' s completed or partially completed construction is fit and proper to receive the Contractor' s Work, except as to defects not then reasonably discoverable . § 6.2.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a separate contractor because of delays, improperly timed activities or defective construction of the Contractor. The Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the Work or defective construction of a separate contractor. § 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10 . 2 . 5 . AIA Document A201 TM - 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963 , 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. 24 Unauthorized reproduction or distribution of this AIO Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50 :06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006 , and is not for resale. User Notes: (726890250) § 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3 . 14 . § 6 .3 OWNER'S RIGHT TO CLEAN UP § 6 .3. 1 If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Architect will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7. 1 GENERAL § 7. 1 . 1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents . § 7 . 1 . 2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor ; an order for a minor change in the Work may subject to the Owner' s prior approval, be issued by the A ..ehiteet lo*e .,� rc ttect. § 7.1 . 3 Changes in the Work shall be performed under applicable provisions of the Contract Documents , and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. § 7.2 CHANGE ORDERS § 7.2. 1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and Architect, stating their agreement upon all of the following : .1 change in the Work; .2 the amount of the adjustment, if any, in the Contract Sum ; and .3 the extent of the adjustment, if any, in the Contract Time . § 7 .2 . 2 Methods used in determining adjustments to the Contract Sum may include those listed in Section 7 . 3 . 3 . § 7.3 CONSTRUCTION CHANGE DIRECTIVES § 7.3. 1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly . § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7 .3 .3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods : . 1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation ; .2 unit prices stated in the Contract Documents or subsequently agreed upon ; .3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee ; or .4 as provided in Section 7 . 3 . 6 . § 7 .3 .4 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect in writing of the Contractor' s agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. AIA Document A201 Tm — 1997. Copyright ® 1911 , 1915t 1918, 19259 19379 1951 , 1958, 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : eThls AIA* Document Is protected by U.S. Copyright Law and International Treaties. 25 Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50 :06 on 08/ 10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes: (726890250) § 7 .3. 5 A Construction Change Directive signed by the Contractor indicates the agreement of the Contractor therewith, including ay adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall be determined by the Afehiteet Owner on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including , in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit. In such case, and also under Section 7 . 3 . 3 . 3 , the Contractor shall keep and present, in such form as the Architect or Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents , costs for the purposes of this Section 7 . 3 .6 shall be limited to the following : .1 costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers ' compensation insurance ; .2 costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed ; .3 rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others ; .4 costs of premiums for all bonds and insurance, permit fees , and sales , use or similar taxes related to the Work; and .5 additional costs of supervision and field office personnel directly attributable to the change. § 7.3.7 The aniount of eFedit to be allowed by the Getitfaetor to the QwfleF for- a deletion or- ehange whieh results in net deefease in the Gentr-aet Sum shall be aetual net east as � � . I I Ar-ohiteet . When beth addifienq Rnd or-edits eever-ing related WOFk of substittitions are invelved in a change, the allowanee for- ever-head and profit shall he Figured en the bass of .per in e if any, ., pith eet to that ehange. § 7.3.8 Pending final determination of the total cost of a Construction Change Directive to the Owner, amounts not in dispute for such changes in the Work shall be included in Applications for Payment accompanied by a Change Order indicating the parties' agreement with part or all of such costs . For any portion of such cost that remains in dispute, the Architect will make an interim determination for purposes of monthly certification for payment for those costs . That determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a elailin Claim in accordance with Article 4 . § 7 .3 .9 When the Owner and Contractor agree with the dere«.. ination made by the n feWh eet concerning the adjustments in the Contract Sum and Contract Time, ^ other-se e ,, ,.h , e .,t .pen the adjuslifn such agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order. § 794 MINOR CHANGES IN THE WORK § 7 .4. 1 The Architect will have atitherit3s authority, upon prior written approval of the Owner' s Representative, to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such written orders promptly. 6 7. 5 AUTHORITY FOR CHANGE ORDERS § 7. 5. 1 In order for any change order to extend the time for completion of the Work by Contractor, the change order must be signed either by the Indian River County Director of General Services or Indian River County Administrator, and must state the amount of time by which the Contract is extended. No change order may bind the Owner for in change in price, in excess of One Thousand Dollars ($ 1 ,000 .00) unless signed by the Indian River County Director of General Services, in excess of Five Thousand Dollars ($ 5 ,000 .00) unless signed by the Indian River County Administrator or in excess of Ten Thousand Dollars ($ 10,000 . 00) unless agreed to by the Indian River County Board of County Commissioners as Owner at a regularly scheduled or emergency meeting . The Director of General Services shall not execute change orders which cumulatively exceed Twenty Five Thousand DoIIars ($25 .000. 00) and the County Administrator shall not execute change orders which cumulatively exceed Fifty Thousand Dollars ($50,000 . 00), and each change order in excess of those sums must be approved at a regularly scheduled or emergency meeting of the Indian River County Board of County Commissioners as Owner. The Owner reserves the right to modify the delegated authority and amounts contained in this section, and shall notify the Contractor and Architect in writing of any changes. AIA Document A201TM - 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958 , 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document Is protected by U.S. Copyright Law and International Treaties. 26 Unauthorized reproduction or distribution of this AIO Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1 0001 92296_1 which expires on 8/8/2006 , and is not for resale. User Notes: (726890250) ARTICLE 8 TIME § 8.1 DEFINITIONS § 8. 1 . 1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8 . 1 .2 The date of commencement of the Work is the date established in the Agreement. § 8. 1 . 3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9 . 8 . § 8. 1 .4 The term " day " as used in the Contract Documents shall mean calendar day unless otherwise specifically defined . § 8 .2 PROGRESS AND COMPLETION § 8 .2. 1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8 .2.2 The Contractor shall net knesvingly,not, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance . Unless the date of ee.. meneeme ,. : q e1; t., h1 : ..1e 1 ,.. , she r, Doeuments or- a nefiee to pr-eeeed given by the Owner-, the Gentfaeter- shall nefif�r the Owner- in writing fiat less than five days or- other- agreed period before eemmeneing the Work to peEmit the timely filing of flaor-tgages , meehanie ' s lie and ochef o r-ity intefests § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. Contractor shall give Owner full information in advance as to its plans for performing each part of the Work. If at any time during the progress of Work, Contractor' s actual progress is inadequate to meet the requirements of the Contract, Owner may, but is not obligated to , so notify Contractor. In such event, Contractor acknowledges and agrees that Contractor shall implement some or all of the following remedial actions at the sole cost and expense of Contractor: (a) Increase manpower in such quantities and crafts as necessary to eliminate the backlog of Work; (b) Increase the number of workinghours per shift, shifts per working day, working days per week, the amount of construction equipment, or any combination of the foregoing to eliminate the backlog of work; or (c) Reschedule the Work in conformance with the specification requirements . Neither such notice by Owner nor Owner' s failure to issue such notice shall relieve Contractor of its obligation to achieve the quality of Work and rate of progress required by the Contract. Failure of Contractor to implement some or all of the remedial actions may be grounds for determination by Owner that Contractor is not prosecuting its Work with such diligence as will assure completion within times specified . Upon such determination, Owner may terminate Contractor ' s right to proceed with the performance of the Contract, or any eparable part thereof, in accordance with the applicable provisions of this Contract. § 8 .3 DELAYS AND EXTENSIONS OF TIME § 8 .3. 1 If the r'�acter-Contractor' s performance of this Contract is delayed : i) which delay is delayed i11 beyond the reasonable control and without the Wed by an aet fault or negleet negligence of the Owner-Contractor or A f 'omits subcontractors ; or of an emple5ree of either-, or- of a sepaf ate eentfaetor enV4eye4-Liij by the Owner-, ee by changes ordered in the Work, and in either event where such delay or by labor- disputes, f4r-e, untisual hanee in the Gentfaeter9s eenifel, or by delay Work affects the Owner pending Mediation anti arbitrzation, or- by ritical path, then the Contract Time shall be extended by Change Order fef sueh reasonable time as determined by the Ar-ehiteet Owner and the Contract Sum may determine be equitably adjusted for Contractor' s extended job costs , subject to Contractor' s compliance with the notice requirements of Paragraph 4 . 3 of these General Conditions . § 8 .3.2 Glainis r-elating The Contractor must request the extension of time in writing and must provide the following information within the time periods stated hereafter. Failure to submit such information and in compliance with the time requirements hereinafter stated , shall onstitute a waiver by the Contractor and a denial of the claim for extension of Seetien 43-time : . l Nature of the delay or change in the Work; AIA Document A201TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958 , 1961 , 1963, 1966, 1970$ 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: eThis AIO Document Is protected by U.S. Copyright Law and International Treaties. 27 Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes: (726890250) .2 Dates of commencement and cessation of the delay or change in the Work; .3 Activities on the current progress schedule affected by the delay or change in the Work ; .4 Identification and demonstration that the delay or change in Work affects the critical path : .5 Identification of the source of delay or change in the Work; . 6 Anticipated extent of the delay or change in the Work; and . 7 Recommended action to minimize the delay . § 8 .3. 3 This cee' o~ ° . 3-a ~e&-The Contractor shall not pFeekude rete a y-be entitled to any extension of damages time for delays resulting from any cause unless it shall have notified the Owner in writing within twenty-four (24) hours after the commencement of such delay by either pany undef other. pmvistens r 96 hours of knowledge of a potential delay, whichever is earlier. In any event, within seven (7 ) calendar days of commencement of the delay, the Contractor shall provide in writing the GoatF et Daeuments .information set forth in section 8 . 3 . 2 of this Agreement. 6 8.3.4 Except as set forth in 8 . 3 . 1 , the Contractor shall not be entitled to, and hereby waives, any and all damages which it may suffer by reason of Act of God , unforeseen condition, delay, acceleration, cardinal changes, loss of efficiency or any other impacts to the Work or time of performance and, except as set forth in 8 . 3 . 1 , further hereby waives all damages which it may suffer by reason of these events , including, but not limited to lost profits , overhead (howsoever determined), increased insurance costs, loss of bonding capacity or lost profits on alternate or unperformed contracts , supervision, or home office expense . Contractor hereby affirms that, except as set forth in 8 . 3 . 1 , the extension of time granted herein is the Contractor' s sole and exclusive remedy. Apart from extension of time and, except as set forth in 8 . 3 . 1 , no payment of Claim for damages shall be made to the Contractor as compensation for damages for any delays or hindrances from any cause whatsoever in the progress of the Work whether such delay be avoidable or unavoidable . This section 8 . 3 .4 does not preclude the availability of section 4. 3 .4 and 4 . 3 . 5 with respect to an increase in Contract Sum. § 8. 3. 5 For all changes in the Work in which the Contractor claims entitlement to a time extension, the Contractor shall provide to the Owner the same information as required in section 8 . 3 . 1 of the Contract within seven (7 ) calendar days of the issuance of the request for change order or direction to change the scope of the Work and the Contractor' s failure to provide such information shall constitute a waiver by the Contractor and a denial of any time extension for that change in the Work. Further, upon execution by the Owner and Contractor of any Change Order where no time extension has been requested or granted, that Change Order shall constitute a complete waiver of all claims for money damages for delay, or for any extension of time related to that Work, or any Work affected by the change . ARTICLE 9 PAYMENTS AND COMPLETION § 9. 1 CONTRACT SUM § 9. 1 . 1 The Contract Sum is stated in the Agreement and, including authorized adjustments , is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents . § 9.2 SCHEDULE OF VALUES § 9 .2 . 1 Before the first Application for Payment, and if necessitated by Change Orders, from time to time thereafter, the 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 data to substantiate its accuracy as the Architect and the Owner may require . This schedule, unless objeeted to-when, and only when , approved in writing by the " r- 1 Architect and the Owner, shall be used as a basis for reviewing the Contractor' s Applications for Payment. § 9.3 APPLICATIONS FOR PAYMENT § 9. 3. 1 At least ten days before the date established for each progress payment, the Contractor shall submit to the 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 Contractor' s right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for in the Contract Documents . AIA Document A201TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 t 1958, 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIO Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIO Document, or any portion of it, may result in severe civil and criminal penalties, and will be 28 prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:50:06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale . User Notes: (726890250) § 9. 3. 1 . 1 As provided in Section 7 . 3 . 8 , such applications may include requests for payment on account of changes in the Work which have been properly authorized by Construction Change Directives , or by interim determinations of the Architect, but not yet included in Change Orders . § 9.3 . 1 .2 Such applications wta-y-shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay to a Subcontractor or material supplier, unless such Work has been performed by the Contractor or by others whom the Contractor intends to promptly pay . The Contractor shall make the following certification (Affidavit) on each Request for Payment: "I hereby certify that the labor and materials listed on this Request for Payment have been used in the construction of this Work and payment received from the last request for payment has been used to make payments to all subcontractors, laborers, material, men and suppliers except as listed below : " § 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 writing in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing . Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner' s title to such materials and equipment or otherwise protect the Owner' s interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site . § 9.3 .3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor ' s knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers , or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. § 9.4 CERTIFICATES FOR PAYMENT § 9.4. 1 The Architect will, within seven days after receipt of the Contractor' s Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect ' s reasons for withholding certification in whole or in part as provided in Section 9 . 5 . 1 . § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect' s evaluation of the Work and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect' s knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents . The foregoing representations are subject to an evaluation of the Work fer- eenfer-manee with the Gentr-aet Deeunients upon Substantial Gemplefien, te results e subsequent tests and inspeeldew�, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified . However, the issuance of a Certificate for Payment will not be a representation that the Architect has ( 1 ) made exhaustive or continuous on- site inspections to check the quality or quantity of the Work, (2) reviewed construction means , methods, techniques , sequences or procedures, (3 ) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor' s right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9 .5 DECISIONS TO WITHHOLD CERTIFICATION § 9 .5. 1 The Architect 1tay-wi11 withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect' s opinion the representations to the Owner required by Section 9 . 4 .2 cannot be made . If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9 .4 . 1 . If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the ameent amount, if 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 of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect' s opinion to protect the Owner from AIA Document A201 TM — 1997. Copyright © 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA* Document is protected by U.S. Copyright Law and International Treaties. 29 Unauthorized reproduction or distribution of this AIO Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50 :06 on 08/10/2005 under Order No. 1 0001 92296_1 which expires on 8/8/2006, and is not for resale. User Notes: (726890250) loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3 . 3 .2 , because of: .1 defective Work not r-e-tnedied--,remedied or completed Work has been damaged requiring correction or replacement; .2 .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or another contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 persistent failure to carry out the Work in accordance with the Contract Documents . § 9 .5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld . § 9.6 PROGRESS PAYMENTS § 9.6. 1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents , and shall so notify the Architect. § 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor' s portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor' s portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner. § 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 9 .6 .4 Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. § 9.6. 5 Payment to material suppliers shall be treated in a manner similar to that provided in Sections 9 . 6 . 2 , 9 .6 . 3 and 9 . 6 .4 . § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. § 9.6.7 , payments r-eeeived by the CentFaetef for- Work pr-operly per-formed by affild suppliers shall be hold by OF esent—r.Rem v.rith the Contfaeter f9F whieh payment ;.A.rffis made by the QlArnen Nothing eentained. herein shall re . i money to be plaeed in a separate aecount and not eemmingied with meneyef the Centfaetff, shall ereate any fidueiar-y liability er- ter-t liability on the pa of the Centrae, r- for hreach of tfust er shall entitle any per-san OF enfit5r to an a%yafd of punitive damages against the Gentfaeter- for- breaeh of the r-equirem-effi#8 of this § 9.7 FAILURE OF PAYMENT § 9.7. 1 4-This contract is governed by the ^ffehkeet does of issue a Ise -ti fie to fer- Payment, th gh no fault of the Centf ete .. ,: thin sea„e., Florida Prompt Payment Act, Florida Statutes section 218 . 70. et. seq. , Any payment made later than twenty-five (25 ) days after receipt of -Contractor' s Application for l eis s ' the OwneF does Payment shall pay interest at the CentYeeter within seven days after- the date established in the Goatfaet Doeuments the ame- unt eer-fifit0d by the AmWteet of awar-ded by arbitration, then the Gentr-aeteF may, upon seven addit n nefiee to the Owner and Ar-ehiteet, stop the Wafk until rate of 1 % per month if the amount owing h .m. been r-eeneived . The Gentfaet Time sha4l be e*tended appropriately and the Gentfaet Su.m. shall be inereased by the amount elay was through no fault of the Gentfaeter-' s Fe nable eosts of shut down, delay AIA Document A201 TM — 1997. Copyright ® 1911 , 19151 1918, 1925, 1937, 1951 , 1958, 1961 , 1963 , 19663 1970, 1976 , 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: eThis AIA°/ Document is protected by U.S. Copyright Law and International Treaties. 30 Unauthorized reproduction or distribution of this A1A Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006 , and is not for resale. User Notes : (726890250) and staf4 up plus intffo& * Contractor, as provided-for set forth in the Contfaet Doeuments . Florida Prompt Payment Act, Florida Statutes section 218 . 70. et. sea . § 9 .8 SUBSTANTIAL COMPLETION § 9 .8. 1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use . § 9 .8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents . § 9.8.3 Upon receipt of the Contractor' s list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete . If the Architect ' s inspection discloses any item, whether or not included on the Contractor' s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion . § 9 .8 .4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities , damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate . Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion . § 9.8 .5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate . Upon such acceptance and consent of surety, if any, the Owner shall make payment 4F reduce the retainage withheld, if and as provided elsewhere in the Contract Documents . Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. § 9 .9 PARTIAL OCCUPANCY OR USE § 9.9. 1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Section 11 .4 . 1 . 5 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9 . 8 . 2 . Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld . The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. § 9 .9 .2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9 .3 Unless otherwise agreed upett-,-upon in writing si ng ed by the Owner and the Contractor, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents . § 9. 10 FINAL COMPLETION AND FINAL PAYMENT § 9. 10. 1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the AIA Document A201 TM — 1997. Copyright © 1911 , 19159 1918, 1925, 1937, 1951 , 1958, 1961 , 1963 , 1966, 1970, 1976 , 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. 31 Unauthorized reproduction or distribution of this AIAe Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1 0001 92296_1 which expires on 8/8/2006, and is not for resale. User Notes: (726890250) Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect ' s knowledge, information and belief, and on the basis of the Architect ' s on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect ' s final Certificate for Payment will constitute a further representation that conditions listed in Section 9 . 10 .2 as precedent to the Contractor' s being entitled to final payment have been fulfilled . § 9 . 10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect and the Owner, in form and substance satisfactory to the Owner ( 1 ) an affidavit that payrolls , bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner ' s property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in farce after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days ' prior written notice has been given to the Owner, (3 ) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5 ) , if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts , releases and waivers of liens , claims , security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund promptly pay to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys ' fees . § 9.10.3 , after Substantial Completion of the Work, final eemplefien theffeef is mater-ially delayed through no fault payment,Ceatfaet, make payment of the balanee due for- that partionef the Wef-k fully eempleted and aeeepted . if the remaining balance for- Work not f�jlly completed of corrected is less than retainage stipulated in the Gentr Deetiments, and if bands have been fumished, the %rr-ittea eensent of surety to payment of the balanee due for- that eerfifieation of such payment. Sueh payment Lashall hhe made under- tef!ms and conditions gaveming final exeept that it shall not .. notit„ te awaiver- of § 9.10.4 The acceptance by the Contractor of final payment shall be and shall operate as a release to the Owner from all claims and all liability to the Contractor other than claims in stated amounts as may be specifically excepted by the Contractor for all things done or furnished in connection with this Work and for every act and neglect of the Owner and others relating to or arising €ren- _2gE2fA!1g 04 unselitwaivep4ediout of this Work. Any payment, however, final or otherwise, shall not release the Cogtractor or his sureties from any obligations under the Contract Documents or the Payment and Performance Bonds .eept�hese 7 1 F 7 L 1 with r F tE a f�3rai�0rt�32�^viartA-C-6liipr'j-�'r'iccr-t�zcgciiiv=nvinS-0rt�i8 �c6ncraEtDAEkH;•32ntS-0i ter-ms of speeia ntles requiredbythe Ceget Doe-uments. § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor Subcontractor, Sub-subcontractor, and equipment or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10. 1 SAFETY PRECAUTIONS AND PROGRAMS § 10.1 . 1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 SAFETY OF PERSONS AND PROPERTY § 10.2. 1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to : AIA Document A201 TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1970, 1976 , 1987 and 11997 by The American Institute of Architects. All rights reserved. WARNING: This AIA* Document Is protected by U.S. Copyright Law and international Treaties. 32 Unauthorized reproduction or distribution of this AIA` Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50 :06 on 08/ 10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes : (726890250) . 1 employees on the Work and other persons who may be affected thereby ; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor' s Subcontractors or Sub- subcontractors ; and .3 other property at the site or adjacent thereto , such as trees, shrubs, lawns , walks , pavements, roadways, structures and utilities not designated for removal , relocation or replacement in the course of construction . § 10 .2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss . § 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities . § 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel . § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10 . 2. 1 . 2 and 10. 2 . 1 . 3 caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10. 2 . 1 .2 and 10.2 . 1 . 3 , except damage or loss attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor' s obligations under Section 3 . 18 . § 10.2.6 The Contractor shall designate a responsible member of the Contractor' s organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor' s superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its safety . § 10.3 HAZARDOUS MATERIALS § 10.3. 1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB ) , encountered on the site by the Contractor, the Contractor shall , upon recognizing the condition, immediately stop any ongoing Work in the affected area and report the condition to the Owner and Architect in writing . § 10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to verify that it has been rendered harmless . Unless otherwise required by the Contract Documents , the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance . The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the !Owner, and in the event of an objection, the Owner. specific reasons therefor. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner and fully complies with the Owner,next proceeding sentence, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection . When If the absence of the material or substance is verified. Work shall immediately resume without adjustment of the Contract Time or the Contract sum. If the presence of the material or substance is verified , when the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. The Contract Time shall be extended appiepriatelif and as appropriate and the Contract Sum shall be increased in the amount of the Contractor' s reasonable additional costs of shut-down, delay and startup, which adjustments shall be accomplished as provided in Article 7 . AIA Document A201T" — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963 , 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIAe Document is protected by U.S. Copyright Law and International Treaties. 33 Unauthorized reproduction or distribution of this AIA* Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes : (726890250) § 10 .3.3 To the fullest extent permitted by law, and without waiving sovereign immunity or extending the liability of the Owner beyond the limits of Florida Statutes section 768 .28 , the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect' s consultants and agents and employees of any of thefts from and against claims, damages, losses and expenses , including but not limited to attorneys ' fees , arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10. 3 . 1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury , sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) and provided that such damage , loss or expense is not due to the sole negligence of a party seeking indemnity. § 10.4 The Owner shall not be responsible under Section 10. 3 for materials and substances brought to the site by the Contractor unless such materials or substances were required by the Contract Documents . § 10 .5 If, without negligence on the part of the Contractor, or a breach of relevant provisions of the Contract Documents, the Contractor is held liable for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall iindemnfy, to the extent permitted provided by Florida law, and without waiving_sovereign immunity or extendin the he liability of the Owner beyond the limits of Florida Statutes section 768 .28 , the Contractor for all cost and expense thereby incurred . § 10.6 EMERGENCIES § 10.6. 1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor' s discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time Claimed by the Contractor on account of an emergency shall be determined as provided in Section 4 .3 and Article 7 . ARTICLE 11 INSURANCE AND BONDS § 11 . 1 CONTRACTOR' S LIABILITY INSURANCE § 11 . 1 . 1 The Contractor shall purchase from and maintain iwwith a company authorized to do business in the jurisdiction in which the Project is located State of Florida with a Best Key Rating of A� VIII , all such insurance as will protect the wner against any and all claims set fei4h below which may arise. out of for damages to persons or property as a result €fern of actions of the contractor' s operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by nyone for whose acts any of them may be liableliable . The Contractor shall maintain the followin cg overs es : . 1 Workers ' Compensation — Workers ' compensation to meet statutory limits in compliance with Florida Law. This policy must include employers ' liability with a minimum of $500,000 each accident $500,000 disease policy limit, and $ 100.000 disease each employ ee : .2 Commercial General Liability — A per occurrence form policy, including Premise Operations , Independent Contractors, Products and Completed Operations including Broad Form Property Damage , Broad Form Property Damage Endorsement, with a combined single limit of not less than $5 .000.000 general aggregate to include products/completed operations , personal injury/advertisin lig ability, fire damage/legal liability, and medical payments . Limits can be layered with an Excess Liability Policy (Umbrella) ;.3 Business Auto Liability —Coverage shall include Owned vehicles. Hired/Non- Owned vehicles, for a combined single limit (bodily injury and property damage) of not less than $3 ,000,000/combined single limit (Bodily Iniury/Property Damage) ; personal injury protection- statutory limits , $ 1 ,000.000 uninsured/underinsured motorist, $ 1 ,000,000/hired/non-owrled auto liability. Limits can be layered with Excess Liability Policy (Umbrella) ; .4 Builders' Risk — All risk coverage with limits equal to one hundred percent ( 100%) of the completed value of the Work. There shall be a waiver of occupancy endorsement to enable the Owner to occupy the facility under nder construction during such activity. The policy must be endorsed to provide machinery/equipment endorsement during transit and installation, and Owner direct purchase materials . The maximum deductible under this coverage is $5 ,000 per claim ; .5 Flood Insurance - Contractor shall maintain coverage when the buildings or structures are located within an identified special flood hazard area. Such flood insurance shall protect the interests of the Contractor and the County and shall be afforded for the lesser of the total insurable value of such buildings or structures, or, the maximum amount of flood insurance coverage available under the National Flood Insurance Program ; .6 S e ial AIA Document A201 TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 19589 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA* Document Is protected by U.S. Copyright Law and International Treaties. 34 Unauthorized reproduction or distribution of this AIA* Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006 , and is not for resale. User Notes : (726890250) _ 10 • • • • _ • • • • • vFAA A OF Al Fein J• - 1 - • • • • " • • • • • - V�AI • \ ' / • • • • • I I I I NO I I V 1 RE• . III A1 ' trig 1 1117SPAYTA • 91 • • • • • • All • • a Al A A . • • 0100111%"1W 11-'Amwl moo va. WAI AN • • .. a Ah • • . • . , wi ' • . • • OF OF A A OANN A, \ . A . •win IIIIIII92mvi WIN a in in _ _ • f Am . 1111011111-11- 11 .11 M1111 I mA , & - A MR, r • • A OF pi • Follawrommirloolooll A ss EVOI AWAIL . Al "AF, A I rm. . A FAINK wll �ll A A L�'� 'Aal AWAIVF 0 �w01 A 0 FAA •MIA I1 • OF • 111 . . 11 . . . • 1 1 IF oppop — Mr.Mo Ill Ill . . Lowge • — . 1 - - � - ILL WIN jr5pqEmvm4vpqrpqm 49 11 111111111111 1 OW L, M1 la . il� a MaiFri n r. Ilk111 Me IIIIIJAM"Mr-IIIIIIIJAIM" Illo MI. 1111111111111111111111111111 W, I I - . IF 1 . AL poppop,geoppoppop, AL IF III i's • ppp-�pF`FpFAIpp "1 . "A IF IF IF 0 Vi ILL WIFE J. III IF IF l IV 1 11 101 / . 1 1 . . 1jjj 1,11I .1 FF III IF 1111111M II I • IV www. IF IF • - - JAW WITIMOrr"11111PIN] "1111M IN OFF may FF IF • IF pop, • 111 • • 11 . • • • • • 1 / off- Pr-111111112111111 . Sol _NIMMAIRIM • 1 I • III prows All- 111 . 0 's W • • . 1 I OIL to • • • 0 1 r • • • • • / • • • 11 ' . • • a OF g RN 1 • 1 - • • • • • • • 1 11TM= RMMiKOM* tNOW rMareMi - • • • • 1 • • - • • • • • • • • • • • ' • Joe , I • 1 V ' " • i • 1 • • 1 1 / • ' • • 1 • / - 1 1 1 1 - • • 1 / - / • • • . - / • 1 • 1 WIN 1 ' " • : • / • loom 1 • - . . . . . - r r r r r - r r r 1 1 . r 1 : 1 1 1 r o • r o • r 1 1 1 r r 1 1 . r r r • 1 1 Architect ' s examination and be replaced at the Contractor' s expense without change in the Contract Time or the Contract Time.Sum. § 12 . 1 .2 If a portion of the Work has been covered which is not contrary to requirements specifically expressed in the Contract Documents and which the Architect has not specifically requested to examine prior to its being covered, the Architect and the Owner may in writing request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner' s expense . If such Work is not in accordance with the Contract Documents, cost of uncovering, correction and replacement shall be at the Contractor' s expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs . § 12.2 CORRECTION OF WORK § 12.2. 1 BEFORE OR AFTER SUBSTANTIAL COMPLETION § 12.2. 1 . 1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated , installed or completed . Costs of correcting such fejeeted-Work, including additional testing and inspections and compensation for the Architect' s services and expenses made necessary thereby, shall be at the Contractor' s expense . § 12.2.2 AFTER SUBSTANTIAL COMPLETION § 12.2.2.1 In addition to the Contractor' s obligations under Section 3 . 5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9 .9 . 1 , or by terms of an applicable special warranty required by the Contract Documents , any of the Work is found to be not in accordance with the requirements of the Contract Documents , the Eentfaete Contractor, at Contractor' s expense, shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written express acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one year- period for- eeffeetion Of W 44he-The Owner fails to notify the Gentfacter and ontractor an appeftunity to make the eeffeetion;-Mree that a warranty inspection shall be scheduled no later than eleven ( 11 ) months after final payment under this Contract so that the Owner waives the rights to feqUiFe 60FIFeCtion b and the Contractor may inspect and otherwise examine the Work prior to mAkLA a ,.t .. : ., . FRf: "f:eae" the expiration of warty—the Performance Bond . If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2 .4 . § 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual 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 Section 12 . 2. § 12.2.3 The Contractor shall remove from the site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12 .2 .4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor' s correction or removal of Work which is not in accordance with the requirements of the Contract Documents . § 12.2.5 Nothing contained in this Section 12 .2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents . Establishment of the one-year period for correction of Work as described in Section 12 . 2 .2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor' s liability with respect to the Contractor' s obligations other than specifically to correct the Work. AIA Document A201TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1970, 1976 , 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIO Document Is protected by U.S. Copyright Law and International Treaties. 38 Unauthorized reproduction or distribution of this AIA` Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50 :06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes : (726890250) f § 12.3 ACCEPTANCE OF NONCONFORMING WORK § 12.3. 1 If the Owner prefers to accept Work which is not in accordance with the requirements of the Contract Documents , the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable . Such adjustment shall be effected whether or not final payment has been made . ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 GOVERNINGI A GOVERNING LAW: VENUE § 13 . 1 . 1 TT"� �This agreement shall be governed by the law-laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this agreement shall he in Indian River County. Florida, or in the event of federal jurisdiction, in the plaee wher-eUnited States District Court for the t Frejee� .s lutedSouthern District of Florida. § 13 .2 SUCCESSORS AND ASSIGNS § 13 .2.1 The Owner and Contractor respectively bind themselves, their partners, successors , assigns and legal representatives to the other party hereto and to partners , successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents . Exeepl as provided in ceetio , 13 . 2 . 2, .. e: `~ Neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract . § 13.2.2 The QlArnef may, witheut eansent of the Gentr-aeter, assign the Centfaet to an institutional lender- providing rmaw ' s 6ghts and obligations eenstfuetien finaneing for- the Pr-E� eet. ift sueh event, the leader- shall assum-e. the &A assignment; § 13.3 WRITTEN NOTICE § 13.3. 1 Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by registered or certified mail to the last business address known to the party giving notice. § 13.4 RIGHTS AND REMEDIES § 13.4. 1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. § 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing . § 13.5 TESTS AND INSPECTIONS § 13.5. 1 Tests , inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests , inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals . The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures . The Owner shall bear costs of tests , inspections or approvals which do not become requirements until after bids are received or negotiations eeneluded.concluded unless such tests, inspections or approvals replace or modify pre- existing requirements in which event the Owner shall bear any net additional costs thereof. § 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13 .5 . 1 , the Architect will , upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures . Such costs, except as provided in Section 13 .5 . 3, shall be at the Owner' s expense . AIA Document A201TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958 , 19615 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIO Document is protected by U.S. Copyright Law and International Treaties. 39 Unauthorized reproduction or distribution of this AIA'a Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes: (726890250) § 13.5.3 If such procedures for testing, inspection or approval under Sections 13 . 5 . 1 and 13 . 5 . 2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents , all costs made necessary by such failure including those of repeated procedures and compensation for the Architect ' s services and expenses shall be at the Contractor' s expense . § 13 .5.4 Required certificates of testing, inspection or approval shall , unless otherwise required by the Contract Documents , be secured by the Contractor and promptly delivered to the Architect. § 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing . § 13 .5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.6 INTEREST § 13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at 1 % per month, such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located . § 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD § 13.7. 1 As between the Owner and Contractor: .1 Before Substantial Completion . As to acts or failures to act occurring prior to the relevant date of Substantial Completion, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than such date of Substantial Completion; .2 Between Substantial Completion and Final Certificate for Payment. As to acts or failures to act occurring subsequent to the relevant date of Substantial Completion and prior to issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of issuance of the final Certificate for Payment ; and .3 After Final Certificate for Payment. As to acts or failures to act occurring after the relevant date of issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of any act or failure to act by the Contractor pursuant to any Warranty provided under Section 3 . 5 , the date of any correction of the Work or failure to correct the Work by the Contractor under Section 12. 2 , or the date of actual commission of any other act or failure to perform any duty or obligation by the Contractor or Owner, whichever occurs last. 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 requires all Work to be stopped ; .2 an act of government, such as a declaration of national emergency which requires all Work to be stopped; or .3 because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9 .4. 1 , or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents ; or .4 the Owner has failed to furnish to the Contractor promptly, upon the Contractor' s request, reasonable evidence as required by Section 2 . 2 . 1 . § 14.1 .2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions , delays or interruptions of the entire Work AIA Document A201TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIO Document Is protected by U.S. Copyright Law and International Treaties. 40 Unauthorized reproduction or distribution of this AIA8 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50 :06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006 , and is not for resale. User Notes: (726890250) by the Owner as described in Section 14 . 3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion , or 120 days in any 365-day period , whichever is less . § 14.1 .3 If one of the reasons described in Section 14 . 1 . 1 or 14 . 1 . 2 exists, the Contractor may, upon seven days ' written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work properly executed and for payment of reasonable costs directly related to Work thereafter performed by Contractor in terminating the Contract 9including reasonable documented demobilization and cancellation charges , and proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable overhead, gverhead and profit and da %geTthereon. § 14. 1 .4 If all of the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has persistently failed to fulfill the Owner' s obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days ' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14 . 1 . 3 . § 14.2 TERMINATION BY THE OWNER FOR CAUSE § 14.2.1 The Owner may terminate the Contract if the Contractor: . 1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials ; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors ; .3 persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or .4 otherwise is guilty of substantial breach of a material provision of the Contract Documents . § 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Architect that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor' s surety, if any, seven-fifteen ( 15 ) days ' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety : . 1 take possession of the site and of all materials , equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 accept assignment of subcontracts pursuant to Section 5 .4 ; and .3 finish the Work by whatever reasonable method the Owner may deem expedient . Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed an accounting of the casts incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14 . 2 . 1 , the Contractor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect' s services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived , such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Architect, upon application, and this obligation for payment shall survive termination of the Contract. § 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE § 14.3. 1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine . § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14 . 3 . 1 . Adjustftent-if any . Any ad * ustment of the Contract Sum shall include profit. No adjustment shall be made to the extent : .1 that performance is, was or would have been so suspended , delayed or interrupted by another cause for which the Contractor is responsible ; or AIA Document A201 TM — 1997. Copyright ® 1911 , 1915t 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA ° Document Is protected by U.S. Copyright Law and International Treaties. 41 Unauthorized reproduction or distribution of this AIA` Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes: (726890250) .2 that an equitable adjustment is made or denied under another provision of the Contract . § 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner' s convenience and without cause. § 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner ' s convenience, the Contractor shall: . 1 cease operations as directed by the Owner in the notice ; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders . § 14.4.3 In case of such termination for the Owner' s convenience , the Contractor shall be entitled to receive payment for Work e*eeuted—, executed in accordance with the Contract Documents and costs incurred by reason of such termination, along with reasonable overhead and profit . thereon. AIA Document A201 TM — 1997. Copyright m 19119 1915, 1918, 19259 1937, 1951 , 1958, 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA* Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be 42 prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:50:06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale . User Notes: (726890250) Certification of Document's Authenticity AIA® Document D401 TM - 2003 I, Thomas W . Frame, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with this certification at 14: 50 :06 on 08/ 10/2005 under Order No . 1000192296_ 1 from AIA Contract Documents software and that in preparing the attached final document I made no Changes to the original text of AIA® Document A201TM — 1997 - General Conditions of the Contract for Construction, as published by the AIA in its software, other than changes shown in the attached final document by underscoring added text and striking over deleted text. (Signed) (Title) (Dated) AIA Document D401 TM — 2003. Copyright ® 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING : This AIAQD Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIO Document, or any portion of It, 1 may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14 :50:06 on 08/10/2005 under Order No. 1000192296_1 which expires on 8/8/2006, and is not for resale. User Notes : (726890250)