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HomeMy WebLinkAbout2005-194b MTMZIAIA Document A201 - 1997 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address): IRC Jail Expansion 2005 4055 41st Avenue Vero Beach, Florida This document has important THE OWNER: legal consequences . (Name and address): Consultation with an attorney Indian River County Board of County Commissioners , is encouraged with respect to 1840 25th Street its completion or modification . Vero Beach.Florida 32960 This document has been THE ARCHITECT: approved and endorsed by The (Name and address): Associated General Contractors Clemons-Rutherford & Associates Inc. of America 2027 Thomasville Road Tallahassee, F132308 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 A201 TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970 , 1976s 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 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 17 : 14 :54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) INDEX 3 . 1 . 3 , 4e2, 4. 3 .4 , 4.41 9 .49 9 .5 (Numbers and Topics in Bold are Section Headings) Architect ' s Approvals 2 .413 . 1 . 313 .5 . 1 , 3 . 10 .294 . 2.7 Acceptance of Nonconforming Work Architect ' s Authority to Reject Work 9 . 6 .69 9 .9. 31 12.3 3 .5 . 1 , 4.2 . 6, 12 . 1 . 29 12 .2. 1 Acceptance of Work Architect ' s Copyright 9 . 6 .699 . 8 .299 .9 .319 . 10. 199 . 10.39 12.3 1 . 6 Access to Work Architect ' s Decisions 3. 1696.2. 1912. 1 4. 2 . 6, 4. 2.794 . 2 . 1194 .2. 1214 .2. 13 , 4. 3 .494 .4. 194.4 .51 Accident Prevention 4.4. 69 4.5 , 6 .3 , 7 . 3 .61 7 . 3 . 89 8 . 1 . 39 8 . 3 . 1 , 9. 27 9 .49 4, 2. 39 10 9 . 5 . 119 . 8 .499 .9 . 1913 .5 .2114 .2. 2714 . 2.4 Acts and Omissions Architect' s Inspections 3 .293 .3 . 293 . 12. 813 . 18 , 4 .2 .3 , 4. 3 . 8 , 4.4. 178 . 3 . 19 4 .2. 214.2 . 9 , 4. 3 .499 .4.2 , 9 . 8 . 399 .9 .219 . 10. 1 , 13 . 5 9 . 5 . 11 10.2.59 13 .4.29 13 .71 14. 1 Architect ' s Instructions Addenda 3 .2 . 3 , 3 . 3 . 19 4 . 2 .61 4 .2.79 4 .2 . 89 7 .4 . 11 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 .69 6. 1 . 19 10.3 Architect ' s Project Representative Additional Inspections and Testing 4 . 2. 10 9 . 8 . 3 , 12 . 2 . 1 , 13 .5 Architect' s Relationship with Contractor Additional Time, Claims for 1 . 1 . 2, 1 . 61 3 . 1 . 31 3 .2 . 1 , 3 . 2 .29 3 . 2. 39 3 . 3 . 19 3 .4 .25 3 . 5 . 1 , 4. 3 .41 4. 3 . 79 8 .3 .2 3 .7 . 31 3 . 10, 3 . 11 , 3 . 12, 3 . 16, 3 . 189 4 . 1 .2 , 4 . 1 . 31 4 .29 ADMINISTRATION OF THE CONTRACT 4 . 3 .41 4.4. 1 , 4 .4.71 5 .21 6. 2 .29 79 8 . 3 . 19 9 .21 9 . 31 9 .4, 3 . 1 . 39 49 9 .49 9 .5 9 . 59 9 .72 9 . 8 , 9 . 99 10 . 2 . 61 10. 31 11 . 31 11 .4 . 7 , 12, Advertisement or Invitation to Bid 13 . 4 .21 13 .5 1 . 1 . 1 Architect ' s Relationship with Subcontractors Aesthetic Effect 1 . 1 . 2, 4.2 . 39 4. 2 .49 4 .2 .69 9 .6. 3 , 9 . 6 .41 11 .4 . 7 4. 2 . 137 4.5 . 1 Architect' s Representations Allowances 9 .4. 21 9 . 5 . 19 9 . 10. 1 3,8 Architect ' s Site Visits All-risk Insurance 4 .2 . 21 4. 2 .51 4 . 2.99 4 .3 .49 9 .4 . 29 9 . 5 . 11 9 .9 .21 9 . 10 . 1 , 11 .4 . 1 . 1 13 . 5 Applications for Payment Asbestos 4. 2 .597 . 3 . 819 .219.399.4, 9 .5 . 199 .6 .319.7 . 1 , 9. 8 . 5 , 10. 3 . 1 9. 10, 11 . 1 . 3 , 14.2.49 14.4 .3 Attorneys ' Fees Approvals 3 . 18 . 19 9 . 10. 21 10. 3 . 3 2 .41 3 . 1 . 39 3 .59 3 . 10.29 3 . 129 4.2. 79 9 . 3 . 27 13 .4.29 13 .5 Award of Separate Contracts Arbitration 6 . 1 . 19 6. 1 . 2 4. 3 .31 4 .49 4.5 . 19 4.5 .29 4.61 8 . 3 . 19 9 .7 . 11 11 .4 .99 Award of Subcontracts and Other Contracts for 11 .4 . 10 Portions of the Work Architect 5.2 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 . 1 , 11 . 5 . 1 2 .41 3 . 12 .75 4 . 21 4 . 3 .69 4 .41 5 . 29 6 . 3 , 7 . 1 .21 7 . 3 . 61 7 .4, Boiler and Machinery Insurance 9 . 21 9 . 3 . 19 9 .41 9 . 5 , 9 . 8 . 3 , 9 . 10 . 1 , 9 . 10 . 31 12 . 11 12 . 2 . 1 , 11 .4 .2 13 .5 . 19 13 .5 .29 14 .2 .2 , 14 .2 .4 Bonds, Lien Architect, Limitations of Authority and 9 . 10.2 Responsibility Bonds, Performance, and Payment 2. 1 . 11 3 . 3 . 3 , 3 . 12 .49 3 . 12. 81 3 . 12 . 109 4 . 1 .2, 4.2. 1 , 7 . 3 . 6.49 9 . 6 .71 9. 10. 3 , 11 .4.91 11 . 5 4 . 2 .21 4.2. 3 , 4 .2 .69 4.2 .7 , 4. 2. 109 4 . 2. 12, 4 .2 . 13 , 4 .41 Building Permit 5 . 2. 17 7 .49 9 .4 .29 9 . 6.4, 9. 6. 6 3 . 7 . 1 Architect' s Additional Services and Expenses Capitalization 2.4911 .4. 1 . 1912 .2. 1913 .5 . 2113 . 5 . 3 , 14.2 .4 1 .3 Architect's Administration of the Contract Certificate of Substantial Completion AIA Document A201n" - 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970 , 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA7° Document is protected by U.S. Copyright Law and International Treaties. 2 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 17:14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) r 9. 8 . 31 9 . 8 .41 9 . 8 .5 1 . 6 . 1 , 3 .2. 2, 3 . 69 3 .79 3 . 12 . 109 3 . 13 , 4 . 1 . 11 4 .4. 81 4.6 .49 Certificates for Payment 4. 6. 67 9 .6.41 10. 2. 29 11 . 1 , 11 .4, 13 . 19 13 .49 13 . 5 . 1 , 4. 2.59 4.2.9, 9 . 3 .39 9.49 9. 51 9. 6. 19 9 .6. 6 , 9 .7 . 1 , 9. 10. 19 13 .5 .29 13 . 6, 14. 1 . 19 14.2. 1 . 3 9. 10.31 13 .71 14. 1 . 1 .31 14 .2.4 Concealed or Unknown Conditions Certificates of Inspection, Testing or Approval 4 . 3 .49 8 . 3 . 11 10. 3 13 .5 .4 Conditions of the Contract Certificates of Insurance 1 . 1 . 1 , 1 . 1 . 7 , 6. 1 . 11 6 . 1 .4 9 . 10.2, 11 , 13 Consent, Written Change Orders 1 .6, 3 .4. 21 3 . 12 . 81 3 . 14. 29 4. 1 . 27 4. 3 .41 4 .6.41 9 . 3 .2, 1 . 1 . 1 , 2 .4. 1 , 3 .4 . 2, 3 . 8 . 2 . 3 , 3 . 11 . 1 , 3 . 12 . 8 , 4 . 2 . 8 , 4 .3 .4, 9 . 8 . 519 .9 . 179. 10.279 . 10. 3911 .4 . 19 13 .2, 13 .4 .2 4 . 3 . 9 , 5 . 2. 3 , 7 . 19 7.29 7 . 37 8 . 3 . 1 , 9 . 3 . 1 . 19 9 . 10 . 3 , CONSTRUCTION BY OWNER OR BY 11 .4. 1 . 29 11 .4 .41 11 .4. 99 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 7, 8 . 3 . 1 , 9 . 3 . 1 . 11 11 .4 . 9 Construction Change Directives Claim, Definition of 1 . 1 . 17 3 . 12 . 89 4 .2. 81 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 . 11 3 . 12 . 27 4 .3 .7 . 29 6. 1 .3 3 .2. 3 , 4.39 4.41 4 .57 4. 69 6 . 1 . 1 , 6 . 3 , 7 . 3 . 81 9. 3 . 3 , 9. 10.49 Contingent Assignment of Subcontracts 10 .3 .3 5.49 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. 39 4. 3 .49 4.3.59 4.3 .6, 6. 1 . 19 7 . 3 . 8 , 10. 3 . 2 1 . 1 .2 Claims for Additional Time CONTRACT, TERMINATION OR 3 . 2. 39 4. 3 .49 4.3.79 6. 1 . 11 8 .3 .29 10. 3 .2 SUSPENSION OF THE Claims for Concealed or Unknown Conditions 5 .4. 1 . 19 11 .4 .9, 14 4.3.4 Contract Administration Claims for Damages 3 . 1 . 39 419 .419 . 5 3 . 2. 31 3 . 18 , 4. 3 . 10, 6. 1 . 11 8 .3 . 31 9 .5 . 11 9 .6 .71 10 .3 . 3 , Contract Award and Execution, Conditions Relating 11 . 1 . 1911 .4.5911 .4 .7914 . 1 . 3914. 2.4 to Claims Subject to Arbitration 3 .7 . 19 3 . 10, 5 . 29 6 . 19 11 . 1 . 39 11 .4. 69 11 . 5 . 1 4.4. 1 , 4. 5 . 19 4 . 6 . 1 Contract Documents, The Cleaning Up 1 . 1 , 1.2 3. 15, 6.3 Contract Documents , Copies Furnished and Use of Commencement of Statutory Limitation Period 1 .69 2. 2. 59 5 .3 13.7 Contract Documents , Definition of Commencement of the Work, Conditions Relating to 1 . 1 . 1 2 .2. 1 , 3 . 2 . 1 , 3 .4 . 1 , 3 . 7 . 1 , 3 . 10 . 1 , 3 . 12 . 69 4 .3 . 59 5 .2 . 11 Contract Sum 5 . 2 . 3 , 6 . 2.2, 8 . 1 . 2, 8 .2 . 2 , 8 . 3 . 1 , 11 . 1 , 11 .4. 1 , 11 .4 . 6, 3 . 81 4. 3 .49 4 . 3 . 5 , 4 .4 . 51 5 . 2 .31 7 . 21 7 . 31 7 .4, 9. 11 9 .4.21 11 .5 . 1 9 .5 . 1 .47 9 . 6.7 , 9 .7 , 10. 3 .29 11 .4. 11 14 . 2 .4, 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 .49 4. 3 .71 4.4.59 5 .2 . 39 7 .2. 1 .37 7 . 31 7 .4, 8 . 1 . 19 8 .29 3 .9 . 19 4.2.4 8 . 3 . 1 , 9 . 5 . 1 , 9. 7, 10. 3 .2 , 12 . 1 . 1 , 14.3 .2 Completion, Conditions Relating to Contract Time, Definition of 1 . 6 . 193 .4. 193 . 1193 . 15 , 4 .2 .214. 2 .9 , 8 . 299.4 . 299. 81 8 . 1 . 1 9.9 . 11 9 . 109 12.2, 13 .7 , 14. 1 .2 CONTRACTOR COMPLETION, PAYMENTS AND 3 9 Contractor, Definition of Completion, Substantial 3 . 1 , 6. 1 . 2 4 . 2.99 8 . 1 . 19 8 . 1 . 31 8 .2 .31 9 .4. 29 9 . 89 9 .9 . 11 9. 10. 3 , Contractor's Construction Schedules 9 . 10.4.2, 12 .2, 13 .7 1 .4 . 1 .23 3. 10, 3 . 12 . 11 3 . 12 . 29 4.3 .7 .27 6 . 1 .3 Compliance with Laws Contractor' s Employees AIA Document A201TM - 1997. Copyright © 1911 , 1915, 1918, 1925, 1937, 1951 , 1958 , 1961 , 1963 , 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA* Document, or any portion of it, may result in severe civil and criminal penalties, and will be $ prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17 : 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) 3 . 3 .29 3 .4. 3 , 3 . 8 . 11 3 .99 3 . 18 .21 4. 2 . 3 , 4. 2. 61 10. 29 10. 31 6 . 2 .5 , 3. 14 11 . 1 . 11 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 .21 6 .2.41 9 . 2. 1 .59 10. 2 . 1 . 29 10 .2 .5 , 10 . 61 11 . 11 Contractor' s Relationship with Separate Contractors 11 .49 12 . 2 .4 and Owner' s Forces Damage to the Work 3 . 12 .51 3 . 14 . 2 , 4 .2.41 61 11 .4. 71 12. 1 .29 12 . 2 .4 3 . 14 .21 9 .9. 11 10.2 . 1 .21 10 .2.51 10 . 61 11 .41 12 . 2.4 Contractor' s Relationship with Subcontractors Damages, Claims for 1 .2 .2, 3 . 3 .29 3 . 18 . 1 , 3 . 18 . 21 5 , 9 . 6 .29 9 . 6.77 9 . 10. 23 3 . 2 . 39 3 . 189 4. 3 . 10, 6. 1 . 19 8 .3 . 39 9. 5 . 1 , 9 .6. 79 10. 3 .3 , 11 .4 . 1 . 2911 .4 .7111 .4 . 8 11 . 1 . 1111 .4 . 5911 .4.7914. 1 .3 , 14. 2 .4 Contractor ' s Relationship with the Architect Damages for Delay 1 . 1 .29 1 . 61 3 . 1 .39 3 .2 . 1 , 3 . 2 .21 3 .2 . 3 , 3 . 3 . 1 , 3 .4.2, 3 .5 . 1 , 6 . 1 . 11 8 . 3 . 3 , 9. 5 . 1 .69 9 .79 10.3 .2 3 .7 . 39 3 . 107 3 . 119 3 . 129 3 . 16, 3 . 189 4. 1 . 27 4. 1 . 31 4 .29 Date of Commencement of the Work, Definition of 4. 3 .49 4 .4. 11 4 .4 .79 5 .29 6 .2 .21 79 8 .3 . 19 9 .29 9 . 31 9 .41 8 . 1 . 2 9 . 51 9 .79 9 . 8 , 9.9, 10. 2. 61 10. 39 11 . 3 , 11 .4 .71 123 Date of Substantial Completion, Definition of 13 .4.29 13 .5 8 . 1 . 3 Contractor' s Representations Day, Definition of 1 . 5 .21 3 .5 . 19 3 . 12.61 6. 2.2, 8 .2 . 1 , 9 . 3 . 39 9. 8 .2 8 . 1 .4 Contractor' s Responsibility for Those Performing the Decisions of the Architect Work 4 .2. 69 4.2 . 7 , 4. 2 . 119 4.2 . 12, 4 .2. 13 , 4. 3 .4, 4.4. 19 4 .4 . 59 3 . 3 .2, 3 . 18, 4.2. 314 .3 .815 . 3 . 116. 1 . 316 . 216 .3 , 9 .5 . 1 , 4 .4. 614. 596 . 397 .3 .697 . 3 . 818 . 1 . 318 . 3 . 119. 219 .47 10 9 . 5 . 19 9 . 8 .41 9. 9 . 11 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. 19 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 . 3 , 2.41 3 . 5 . 11 4.2 .67 6 . 2. 51 9 . 5 . 11 9 .5 . 2, 9 . 6 .69 9 . 8 . 21 4. 3 . 109 14. 1 9 . 9 . 31 9 . 10.41 12 .2 . 19 13 .7 . 1 . 3 Contractor' s Submittals Defective Work, Definition of 3 . 10, 3 . 11 , 3 . 12, 4. 2.715 . 2. 195 .2 . 397 . 3 .619 . 2, 9 . 3 , 3 . 5 . 1 9 . 8 .279 . 8 . 3 , 9 .9 . 1 , 9. 10.2, 9 . 10. 3 , 11 . 1 .3 , 11 .5 .2 Definitions Contractor' s Superintendent 1 . 13 2. 1 . 1 , 3 , 11 3 .5 . 1 , 3 . 12 . 1 , 3 . 12 .27 3 . 12 . 31 4 . 1 . 1 , 3 .9 , 10. 2 . 6 4. 3 . 1 , 5 . 1 , 6 . 1 .21 7 .2 . 11 7 . 3 . 19 7 . 3 . 69 8 . 1 , 9 . 11 9 . 8 . 1 Contractor' s Supervision and Construction Delays and Extensions of Time Procedures 3 . 2 . 39 4. 3 . 19 4. 3 .47 4 .3 . 77 4.4 .51 5 . 2 .3 , 7 .2. 19 7 . 3 . 11 1 . 2 .213 . 313 .413 . 12. 1094.2 .214.2 .794. 3 . 396 . 1 . 3 , 7 .4. 1 , 8.399 .5 . 199 .7 . 1910. 3 .21 10 .6 . 1 , 14 . 3 .2 6.2 .49 7 . 1 . 31 7 .3 .4, 7 .3 .69 8 .2, 109 129 14 Disputes Contractual Liability Insurance 4. 1 .49 4. 31 4 .49 4.5 , 4. 61 6 . 31 7 .3 . 8 11 . 1 . 1 . 8 , 11 .21 11 . 3 Documents and Samples at the Site Coordination and Correlation 3. 11 1 . 29 1 .5 .21 3 . 3 . 19 3 . 109 3 . 12.61 6. 1 .39 6 . 2. 1 Drawings, Definition of Copies Furnished of Drawings and Specifications 1 . 1 . 5 1 .69 2.2 . 59 3 . 11 Drawings and Specifications, Use and Ownership of Copyrights 1 . 1 . 1 , 1 . 3 , 2.2 . 5 , 3 . 119 5 .3 1 . 6, 3 . 17 Effective Date of Insurance Correction of Work 8 .2. 21 11 . 1 . 2 2 . 31 2 .49 3 . 7 .41 4.2 . 19 9 .4 . 2, 9 . 8 . 2 , 9 . 8 . 31 9 .9 . 19 12 . 1 .29 Emergencies 12 .29 13 .7 . 1 . 3 4 . 3 . 51 10e6, 14 . 1 . 1 .2 Correlation and Intent of the Contract Documents Employees , Contractor' s 1.2 3 . 3 . 21 3 .4. 39 3 . 8 . 19 3 .91 3 . 18 .21 4 . 2 . 37 4.2 .69 10 . 21 10. 39 Cost, Definition of 11 . 1 . 19 11 .4 .7 , 14 . 11 14 . 2 . 1 . 1 7 . 3 .6 Equipment, Labor, Materials and Costs 1 . 1 . 3 , 1 . 1 . 61 3 .41 3 .5 . 11 3 . 8 .29 3 . 8 . 31 3 . 12, 3 . 13 , 3 . 15 . 1 , 2 .41 3 .2 . 39 3 .7 .41 3 . 8 . 2 , 3 . 15 .21 4. 31 5 .4. 2, 6 . 1 . 11 6 .2. 3 , 4 . 2. 69 4.2 . 71 5 . 2 . 19 6 . 2 . 1 , 7 .3 . 6, 9 . 3 .21 9 . 3 . 31 9 .5 . 1 . 39 7 . 3 .3 . 39 7 . 3 .6, 7 .3 .71 7 . 3 . 8 , 9 . 10. 29 10. 3 .27 10 .59 11 .31 9 . 10.29 10 . 2 . 1 , 10 . 2.41 14 . 2. 1 . 2 11 .4, 12 . 19 12 .2 . 19 12 . 2 .49 13 . 5 , 14 Execution and Progress of the Work Cutting and Patching AIA Document A201TM - 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA* Document is protected by U.S. Copyright Law and International Treaties. 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 17:14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) 1 . 1 .39 1 .2. 11 1 .2 .21 2 .2 .3 , 2. 2.51 3 . 11 3 . 3 , 3 .41 3 . 51 3 .71 Insurance, Project Management Protective 3 . 109 3 . 12, 3 . 149 4.2 .29 4.2. 31 4 . 3 . 31 6.2 .29 7 . 1 . 31 7 . 3 .49 Liability 8 .21 9 .59 9 .9. 11 10.21 10.31 12.21 14.2, 14. 3 11 . 3 Extensions of Time Insurance, Property 3 . 2 . 3 , 4.3 . 11 4 .3 .43 4.3 .7 , 4.4. 5 , 5 .2. 31 7 .2 . 11 7 . 3 , 7 .4. 1 , 10. 2 .5 , 11 .4 9 . 5 . 11 9.7 . 13 10. 3 .27 10. 6. 17 14. 3 . 2 Insurance, Stored Materials Failure of Payment 9 . 3 . 21 11 .4. 1 .4 4. 3 . 69 9 . 5 . 1 .39 9.7, 9 . 10.21 14. 1 . 1 . 31 14. 2. 1 .2, 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 . 1 , 11 .4. 1 .5 4. 2. 11 4. 2. 9 , 4. 3 .21 9 . 8 .21 9. 10, 11 . 1 .2, 11 . 1 .31 11 .4. 1 , Insurance Companies, Settlement with 11 .4 .5 , 12 . 3 . 1913 . 7914 . 2 .4914.4 . 3 11 .4. 10 Financial Arrangements, Owner' s Intent of the Contract Documents 2. 2 . 11 13 .2 . 29 14 . 1 . 1 .5 1 . 2 . 114 . 2. 714. 2 . 1294 .2 . 13 , 7 .4 Fire and Extended Coverage Insurance Interest 11 .4 13.6 GENERAL PROVISIONS Interpretation 1 1 . 2 . 37 1.4, 4 . 1 . 11 4. 3 . 1 , 5 . 1 , 6 . 1 . 29 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 .49 10.39 10 .5 Judgment on Final Award Identification of Contract Documents CC6 1 .5 . 1 Labor and Materials, Equipment Identification of Subcontractors and Suppliers 1 . 1 . 3 , 1 . 1 . 69 3.49 3 .5 . 11 3 . 8 .29 3 . 8 . 39 3 . 129 3 . 139 3 . 15 . 1 , 5 . 2. 1 42. 67 4.2 .71 5 . 2 . 19 6.2 . 11 7 . 3 .67 9 . 3 .21 9 .3 . 3 , 9 . 5 . 1 . 3 , Indemnification 9 . 10.29 10. 219 10 . 2.4, 14. 2. 1 .2 3 . 179 3.18, 9. 10.29 10.3 .31 10. 51 11 .4. 1 . 2, 11 .4.7 Labor Disputes Information and Services Required of the Owner 8 . 3 . 1 2 . 1 . 21 2.29 3 .2 . 19 3 . 12.49 3 . 12 . 10, 4. 2.7 , 4.3 .3 , 6 . 1 . 39 Laws and Regulations 6 . 1 .49 6. 2. 59 9 . 3 .29 9.6 . 17 9. 6.49 9 .9 .2, 9 . 10. 31 10. 3 . 39 1 . 61 3 . 2 .29 3 .6, 3 .79 3 . 12 . 109 3 . 139 4. 1 . 19 4.4 . 8 , 4 . 6, 11 . 2111 .4, 13 .5 . 1 , 13 . 5 . 2914. 1 . 1 .4914 . 1 .4 9 . 6 .499 .9. 1910.2. 2111 . 1111 .4113 . 17 13 .4113 .5 . 11 Injury or Damage to Person or Property 13 .5 .21 13 .6, 14 4.3.8, 1092, 10.6 Liens Inspections 2 . 1 . 2, 4 .4. 81 8 .2 . 29 9 . 3 . 39 9 . 10 3 . 1 . 39 3 .3 .3 , 3 .7 . 11 4.2 . 2 , 4.2. 6 , 4 .2. 9, 9 .4 . 21 9 . 8 .27 Limitation on Consolidation or Joinder 9 . 8 . 39 9 .9.29 9 . 10. 19 12. 2 . 19 13 .5 4AA 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 . 1 , 3 . 8 . 114.2 . 815 . 2. 197912, 8 .2 . 2913 . 5 . 2 2 . 3 , 3 . 2 . 193 .5 . 193 .7 . 313 . 12 . 893 . 12 . 1093 . 17, 3 . 187 Insurance 4. 2 . 69 4.2 . 71 4. 2 . 12, 6 .2 .29 9 .4 .21 9 . 6 .41 9 . 6.7 , 9. 10.49 3 . 18 . 19 6 . 1 . 17 7 . 3 .6, 8 . 2 . 11 9 .3 . 2, 9 . 8 .4, 9 .9 . 11 9 . 10 . 2, 10. 3 .3 , 10 .2 .5 , 11 . 1 .29 11 . 2. 1 , 11 .4 .7 , 12 .2 .59 13 .4.2 9 . 10.59 11 Limitations of Time Insurance, Boiler and Machinery 2 . 1 .29 2 . 2, 2 .49 3 .2 . 1 , 3 .7 . 3 , 3 . 10, 3 . 119 3 . 12 .5 , 3 . 15 . 1 , 11 .4 .2 4.2 .79 4.35 4 .49 4 . 59 4.61 5 . 21 5 .31 5 .4, 6.2 .4, 7 . 39 7 .42 Insurance, Contractor's Liability 8 .21 9.2, 9 .3 . 19 9 .3 . 3 , 9 .4. 19 9 . 59 9 .69 9 .7 , 9 . 89 9 .91 11 . 1 9 . 10911 . 1 .3 , 11 .4. 1 .5911 .4.6711 .4 . 10912 . 2, 13 .59 Insurance, Effective Date of 13 .7 , 14 8 . 2.2, 11 . 1 . 2 Loss of Use Insurance Insurance, Loss of Use 11.4.3 11 .4 .3 Material Suppliers Insurance, Owner's Liability 1 .6, 3 . 12 . 19 4. 2 .49 4.2. 6 , 5 .2 . 11 9 . 3 , 9 .4.2, 9 . 6, 9 . 10.5 11 .2 Materials, Hazardous 10. 2 .49 10 .3 , 10.5 AIA Document A201 TM - 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA® Document is protected by U.S. Copyright Law and International Treaties. 5 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 17 : 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) Materials, Labor, Equipment and 1 . 61 2. 1 . 19 2.39 2 .41 3 .4. 21 3 . 8 . 1 , 3 . 12 . 109 3 . 14 . 29 4. 1 . 29 1 . 1 . 39 1 . 1 . 69 1 .6 . 11 3 .4, 3 .5 . 19 3 . 8 . 21 3 . 8 .23, 3 . 127 3 . 139 4. 1 . 31 4 . 2.49 4. 2 .91 4 . 3 .6, 4 .4.79 5 .2 . 19 5 . 2 .4 , 5 .4. 1 , 3 . 15 . 1 , 4.2 . 69 4 . 2.79 5 . 2. 11 6 .2 . 19 7 .3 . 6 , 9 . 3 .21 9 . 3 . 31 6 . 11 6. 3 , 7 .2. 11 7 .3 . 1 , 8 .2. 2 , 8 . 3 . 1 , 9. 3 . 1 , 9 . 3 .2 , 9 . 5 . 1 , 9 . 5 . 1 . 39 9 . 10.21 10. 2 . 1 , 10. 2 .4, 14 . 2 . 1 . 2 9 .9 . 11 9. 10 . 29 10. 3 . 21 11 . 1 . 39 11 . 3 . 11 11 .4 . 31 11 .4. 10, Means, Methods , Techniques , Sequences and 12 . 2 .29 12 .3 . 19 13 . 2 .21 14. 39 14.4 Procedures of Construction Owner ' s Financial Capability 3 . 3 . 1 , 3 . 12 . 10, 4 . 2 .294. 2 .719 .4 .2 2 .2 . 19 13 .2 . 29 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. 594 .4 .614 .4. 8 , 4.594 . 6 . 114. 6 .298 .3 . 11 10.5 11 .4 .3 Minor Changes in the Work Owner' s Relationship with Subcontractors 1 . 1 . 1 , 3 . 12 . 814. 2. 894. 3 .697 . 197.4 1 . 1 . 295 .295 . 3 , 5 .499 . 6 .479 . 10.2114.2 .2 MISCELLANEOUS PROVISIONS Owner's Right to Carry Out the Work 13 2.4, 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 . 11 1 . 1 . 2 , 3 .7 . 39 3 . 119 4. 1 .2, 4. 2 . 1 , 5 . 2. 39 7 , 8 .3 . 11 Award Separate Contracts 9 .71 10. 3 .2, 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 12.3 14. 3 Nonconforming Work, Rejection and Correction of Owner' s Right to Terminate the Contract 2 . 3 , 2 .493 .5 . 1 , 4 . 2 .696. 2 .599 . 5 . 199 . 8 . 219 .9 . 399. 10 .4 , 14 . 2 12 .2 . 19 13 . 7 . 1 .3 Ownership and Use of Drawings, Specifications Notice and Other Instruments of Service 2 . 2. 112 . 392.413 . 2 . 393 . 3 . 113 . 7 .293 .7 .4, 3 . 12 . 914 . 39 1 . 1 . 1 , 1 .612. 2 .513 .2 . 1 , 3 . 11 . 1 , 3 . 17 . 194 .2 . 1295 . 3 4 .4 .8 , 4 . 6. 5 , 5 .2 . 1 , 8 .2 . 2 , 9 . 71 9 . 10, 10 . 2 .2 , 11 . 1 .31 Partial Occupancy or Use 11 .4.6712 .2.2712 . 2 .4913 .3913 .5 . 1 , 13 . 5 . 2, 14. 1114. 2 9 . 6 . 619.9911 .4 . 1 .5 Notice, Written Patching, Cutting and 2. 3 , 2 .493 . 3 . 193 .993 . 12 .993 . 12. 10, 4. 3 , 4.4. 8 , 4. 6 . 5 , 3. 1496.2.5 5 . 2. 1 , 8 . 2. 29 9 .7 , 9. 10, 10 .2 . 2, 10. 39 11 . 1 . 39 11 .4 . 61 Patents 12 . 2 .21 12 . 2 .41 13.31 14 3 . 17 Notice of Testing and Inspections Payment, Applications for 13 .5 . 11 13 . 5 .2 4. 2. 59 7 . 3 . 81 9 . 2 , 9.39 9 .4, 9 .5 . 19 9 . 6 .31 9 . 7 . 11 9 . 8 . 51 Notice to Proceed 9 . 10. 1 , 9 . 10. 31 9 . 10.5 , 11 . 1 . 3 , 14.2 .49 14.4 .3 8 . 2.2 Payment, Certificates for Notices, Permits, Fees and 4 . 2 . 5 , 4.2. 91 9 . 3 .3 , 9.4, 9. 5 , 9 . 6. 11 9 .6 . 69 9 .7 . 1 , 9. 10 . 11 2. 2.21 3.71 3 . 13 , 7 . 3 .6 .49 10. 2 .2 9 , 10,3113 ,7t 14. 1 . 1 . 39 14. 2.4 Observations, Contractor' s Payment, Failure of 1 . 5 .29 3 .21 3 .7 . 39 4.3 .4 4. 3 . 6, 9 . 5 . 1 . 39 9.79 9 . 10 .29 14 . 1 . 1 . 39 14. 2. 1 .21 13 . 6 Occupancy Payment, Final 2. 2 .29 9 . 6. 69 9 . 8 , 11 .4 . 1 . 5 4. 2 . 19 4 . 2.99 4. 3 . 2 , 9 . 8 . 21 9 . 10, 11 . 1 . 2 , 11 . 1 .39 11 .4. 13 Orders, Written 11 .4 .51 12 .3 . 11 13 . 77 14 .2.41 14.4. 3 1 . 1 . 1 , 2 . 3, 3 .97 4 .3 . 67 7 , 8 .2 .21 11 .4.99 12 . 1 , 12.2, Payment Bond, Performance Bond and 13 .5 .21 14. 3 . 1 7 . 3 . 6.49 9 . 6 . 79 9. 10. 31 11 .4.99 11 .5 OWNER Payments, Progress 2 4. 3 . 39 9 . 31 9 . 69 9 .8 . 51 9 . 10. 39 13 . 67 14 . 2 . 3 Owner, Definition of PAYMENTS AND COMPLETION 2 . 1 9 Owner, Information and Services Required of the Payments to Subcontractors 2. 1 . 29 2.29 3 .2 . 11 3 . 12 .4, 3 . 12. 10, 4. 2 .79 4 . 3 . 39 6 . 1 . 39 5 .4 . 2, 9 . 5 . 1 . 31 9 . 6 . 21 9 . 6 .39 9 . 6 .49 9 .6. 7 , 11 .4. 81 6. 1 .49 6 . 2.51 9 . 3 .21 9 .6 . 11 9 .6.4, 9 . 9 . 21 9 . 10. 39 10. 3 . 3 , 14. 2 . 1 .2 11 .21 11 .41 13 .5 . 11 13 . 5 .2 , 14. 1 . 1 .4, 14 . 1 .4 PCB Owner' s Authority 10. 3 . 1 AIA Document A201TM - 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970 , 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA7D 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 17: 14 :54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) Performance Bond and Payment Bond Review of Contractor' s Submittals by Owner and 7 . 3 . 6.47 9. 6.79 9 . 10 . 37 11 .4. 91 11 .5 Architect Permits, Fees and Notices 3 . 10. 19 3 . 10.2, 3 . 119 3 . 127 4.29 5 .21 6. 1 . 3 , 9 .2, 9 . 8 . 2 2 . 2 .21 3.7, 3 . 13 , 7 . 3 .6 .49 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 .272. 372.4, 3 . 5 . 113 . 15 . 214.2 .6, 4. 3 .474 .5 , 4. 6 , 5 . 3 , Polychlorinated Biphenyl 5 .41 6. 17 6 .37 7 . 3 . 11 8 . 31 9 .5 . 11 9 . 79 10.2 . 59 10 . 31 10. 3 . 1 12. 2 .29 12.2 .47 13.49 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. 129 4.2 .7 4. 6 .2 Progress and Completion Safety of Persons and Property 4 . 2 . 2, 4 . 3 . 3 , 8.2, 9 . 899 .9 . 1 , 14 . 1 .4 101, 1096 Progress Payments Safety Precautions and Programs 4. 3 . 31 9 . 37 9.6, 9 . 8 . 51 9. 10. 31 13 . 67 14 . 2 .3 3 . 3 . 11 4 . 2 . 27 4. 2 .7 , 5 .3 . 11 10. 17 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 . 11 , 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 .21 3 . 10, 3 .Constructionl2 . 1 , 3 . 12 .2 , 4 . 3 . 7 .2, 4. 2 . 10 6 . 1 . 3 Property Insurance Separate Contracts and Contractors 10. 2 .51 11 .4 1 . 1 .4, 3 . 12 . 51 3 . 14.21 4. 2.4, 4 . 2. 79 4 . 6 .41 67 8 . 3 . 1 , PROTECTION OF PERSONS AND PROPERTY 11 .4 .7 , 12. 1 .29 12 .2 .5 10 Shop Drawings, Definition of Regulations and Laws 3 . 12 . 1 1 .61 3 .2. 29 3 .61 3 .71 3 . 12 . 10, 3 . 137 4. 1 . 19 4 .4 . 81 4. 69 Shop Drawings, Product Data and Samples 9 . 6.41 9 .9. 19 10. 2.29 11 . 17 11 .41 13 . 11 13 .49 13 . 5 . 1 , 3 . 1111127 4.2 . 7 13 .5 .29 13 .6, 14 Site, Use of Rejection of Work 3. 139 6.1 . 1, 6.2. 1 3 . 5 . 11 4.2. 69 12. 2 . 1 Site Inspections Releases and Waivers of Liens 1 . 2 .29 3 .2. 1 , 3 . 3 .3 , 3 .7 . 19 4 . 21 4. 3 .49 9 .4 . 2 , 9 . 10. 19 13 . 5 9 . 10. 2 Site Visits, Architect' s Representations 4 .2. 29 4. 2 .9, 4. 3 .41 9 .4. 2 , 9 .5 . 17 9 . 9 . 21 9 . 10 . 11 13 .5 1 . 5 .2, 3 .5 . 1 , 3 . 12 .6 , 6 .2 . 2 , 8 .2 . 1 , 9 . 3 . 31 9 .4. 23 9 . 5 . 17 Special Inspections and Testing 9 . 8 .29 9 . 10 . 1 4 . 2 .6, 12 . 2 . 1 , 13 . 5 Representatives Specifications , Definition of the 2 . 1 . 11 3 . 1 . 15 3 .9, 4. 1 . 11 4. 2. 11 4.2 . 109 5 . 1 . 11 5 . 1 . 2, 1 . 1 . 6 13 . 2 . 1 Specifications, The Resolution of Claims and Disputes 1 . 1 . 1 , l . le6, 1 . 1 .7 , 1 .2. 29 1 .61 3 . 11 , 3 . 12 . 107 3 . 17 4.4, 4.51 4.6 Statute of Limitations Responsibility for Those Performing the Work 4. 6. 39 12 . 2 . 6, 13 .7 3 . 3 .29 3 . 189 4. 2. 39 4.3 . 89 5 . 3 . 11 6. 1 . 3 , 6 . 27 6. 39 9 .5 . 11 Stopping the Work 10 2 . 3 , 4. 3 . 69 9 .7 , 10 . 39 14. 1 Retainage Stored Materials 9 . 3 . 11 9 .6. 21 9 . 8 .59 9.9 . 19 9 . 10.29 9. 10.3 6 . 2 . 1 , 9. 3 . 29 10 .2. 1 .2, 10.2 .49 11 .4 . 1 .4 Review of Contract Documents and Field Subcontractor, Definition of Conditions by Contractor 5 . 1 . 1 1 . 5 . 27 3.29 3 .7 .39 3 . 12 . 79 6. 1 .3 SUBCONTRACTORS AIA Document A201 ^" - 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA® Document is protected by U.S. Copyright Law and International Treaties. 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 17: 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) WINES MONSON _11000 5 TERMINATION OR SUSPENSION OF THE Subcontractors, Work by CONTRACT 1 . 2 .2, 3 . 3 .293 . 12 . 1 , 4 . 2. 395 .2 . 3 , 5 . 395 .4, 9 .3 . 1 .2, 14 9. 6 .7 Tests and Inspections Subcontractual Relations 3 . 1 . 31 3 . 3 . 3 , 4. 2 .2 , 4 . 2 . 6 , 4 .2. 91 9 .4 . 2, 9 . 8 . 3 , 9 . 9 .21 5.39 5.4, 9.3.1 .29 9.6, 9. 1010.2. 1 , 11 .4.79 11 .4.8, 14. 19 9 . 10. 1 , 10. 3 .2, 11 .4. 1 . 1 , 12. 2 . 1 , 13.5 14.2. 19 14.3.2 TIME Submittals 8 1 . 61 3 . 109 3 . 11 , 3 . 12, 4. 2 .79 5 . 2 . 11 5 .2 . 31 7 .3 .61 9 . 29 Time, Delays and Extensions of 9 . 319 . 819 .9 . 119 . 10 .219 . 10. 3 , 11 . 1 . 3 3 . 2 . 394. 3 . 194. 3 .4, 4 . 3 . 794.4. 515 . 2 . 317 .2 . 117 . 3 . 19 Subrogation, Waivers of 7 .4 . 1 , 8.39 9. 5 . 19 9 .7 . 11 10 . 3 .21 10 . 6 . 1 , 14. 3 .2 6 . 1 . 1 , 11 .4. 59 11 .4.7 Time Limits Substantial Completion 2 . 1 . 25 2 . 2, 2.4, 3 . 2 . 17 3 . 7 . 3 , 3 . 10, 3 . 119 3 . 12 .51 3 . 15 . 1 , 4.2 .97 8 . 1 . 19 8 . 1 .31 8 .2 . 39 9 .4. 29 9.89 9. 9 . 11 9 . 10.31 4. 21 4. 3 , 4 .4, 4 . 5 , 4.69 5 . 29 5 .31 5 .4, 6 . 2.4, 7 .31 7 .4, 9 . 10.4. 21 12.2, 13 . 7 8 . 2, 9. 21 9 . 3 . 19 9 .3 .39 9 .4. 19 9 . 5 , 9 . 61 9 .79 9 . 8 , 9 .9 , Substantial Completion, Definition of 9 . 10, 11 . 1 . 3 , 11 .4. 1 .57 11 .4.69 11 .4. 10, 12 .21 13 . 51 9. 8 . 1 13 ,7114 Substitution of Subcontractors Time Limits on Claims 5 . 2. 3 , 5 .2.4 4.3.29 4.3.49 4e3.89 4.49 4.59 4.6 Substitution of Architect Title to Work 4. 1 . 3 9 . 3 .29 9. 3 . 3 Substitutions of Materials UNCOVERING AND CORRECTION OF 3 .4. 21 3 . 5 . 19 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 .49 8 . 3 . 11 10.3 13.2 Unit Prices Superintendent 4 . 3 . 93 7 . 3 . 3 . 2 3.99 10.2.6 Use of Documents Supervision and Construction Procedures 1 . 1 . 1 , 1 . 61 2 .2 .51 3 . 12. 61 5 . 3 1 . 2. 2 , 3.39 3 .49 3 . 12 . 10, 4 . 2 . 21 4. 2 .77 4. 3 . 3 , 6 . 1 .31 Use of Site 6. 2 .41 7 . 1 . 31 7 .3 .6, 8 .29 8 . 3 . 11 9.4. 29 109 129 14 3. 139 6. 1 .19 6.2. 1 Surety Values, Schedule of 4.4. 79 5 .4. 1 .27 9 . 8 . 59 9 . 10 .27 9 . 10. 33 14. 2 . 2 9.29 9.3. 1 Surety, Consent of Waiver of Claims by the Architect 9. 10 .29 9. 10. 3 13 .4 .2 Surveys Waiver of Claims by the Contractor 2 .2. 3 4.3 . 109 9 . 10.51 11 .4.79 13 .4.2 Suspension by the Owner for Convenience Waiver of Claims by the Owner 14.4 4. 3 . 109 9 .9. 39 9 . 10.39 9 . 10 .41 11 .4. 39 11 .4 . 5 , 11 .4 .7 , Suspension of the Work 12. 2 .2 . 11 13 .4. 21 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 . 1 , 11 .4.9, 14 Waiver of Liens Taxes 9 . 10.2 , 9 . 10.4 3.69 3.8.2. 1 , 7.3.6.4 Waivers of Subrogation Termination by the Contractor 6 . 1 . 17 11 .4. 59 11 .4.7 4.3 . 109 14.1 Warranty Termination by the Owner for Cause 3.59 4.2.9, 4.3.5.39 9.3.3, 9.8.4, 9.9. 19 9. 10.49 12.2.2, 4. 3 . 10, 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 . 1 . 3 Written Consent AIA Document A201Tm - 1997. Copyright ® 1911 , 1915, 191811925t 1937, 19512 1958 , 1961 , 1963 , 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA7D Document is protected by U.S. Copyright Law and International Treaties. 8 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 17 : 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) mom 1 . 6 , 3 .4 . 29 3 . 12. 81 3 . 14. 29 4 . 1 . 29 4. 3 .43 4 . 6 .41 9 . 3 . 21 2 . 37 2 .4, 3 .3 . 11 3 .97 3 . 12 .99 3 . 12 . 10, 4. 31 4.4. 81 4 . 6 . 51 9 . 8 . 5 , 9 . 9. 11 9 . 10.29 9 . 10. 31 11 .4. 19 13 . 21 13 .4 . 2 5 . 2. 19 8 . 2. 21 9. 79 9 . 109 10.2 .29 10. 39 11 . 1 . 3 , 11 .4 .6, Written Interpretations 12 . 2 .21 12 .2.47 13.3, 14 4.2 . 11 , 4.2 . 12 , 4 .3 . 6 Written Orders Written Notice 1 . 1 . 1 , 2. 39 3 .99 4. 3 .67 71 8 .2 . 29 11 .4 . 91 12 . 19 12 .21 13 . 5 .27 14 . 3 . 1 AIA Document A201TM — 1997. Copyright © 1911 , 1915, 1918, 19255 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 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. 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 17: 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) ARTICLE 1 GENERAL PROVISIONS § 1 . 1 BASIC DEFINITIONS § 1 .1a1 THE CONTRACT DOCUMENTS The Contract Documents consist of the Agreement between Owner and C ^ontractor, as modified (hereinafter the Agreement), Conditions of the Centr-aet 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 Ga t ontract, 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 . § 1 . 1 . 5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details , schedules and diagrams . § 1 . 1 s6 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 Sum is negotiated the Contractor shall unless directed otherwise in writing by the Owner, provided the greatest quantity, highest quality, highest degree of safety, and most stringent material , equipment or Work. AIA Document A201TM — 1997. Copyright ® 1911 , 1915, 1918, 19259 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 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. 1 l) 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 17 : 14 :54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) § 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, SPEC IFICATIO NR. A ND OT14ER 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 instruments of Senrice tti..,.ugh whit" describe the Work to be executed by the Contractor. Unless Owner fails to pay Architect therefore. Owner shall be deemed the owner of the Eentfaeter-Drawings, Specifications and other documents and shall have and retain all rights therein . In the event the Owner is deserted-adjudged to have failed to pay 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 and unless ether-wise indieated the Ar-ehiteet and the Arehiteet' s eensultants shall be deemed , the authem consultants . All copies of such Drawings, Specifications and other fele , ed fights, in addition to the ght" All 0 of last... nts of Se edocuments . 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 undef: the Gentfaet Daeuments . All eapies made under- this author-izatieft shall beaf the statutory copyrzight notiee, if any, shown on the Drawings, Speeifleations and etheF documents pfepar-ed by other- pui-7peses in eenneetion with this Pr-ejeet is not to be eenstmed as pubheation in deregation of the Aaehiteet9s - Areh teet' s , .trams ' , tit.. , other- reSeFtred figwt 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 expEess authority to biter_present the Owner with respect to all matters requiring the Owner' s appreval- e AIA Document A201TM — 1997. Copyright ® 1911119151191 % 19259 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this A10 Document, or any portion of It, may result In severe civil and criminal penalties, and will be 1 prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) autker-izatien-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 pply to Indian River County as Owner shall (finish to for copies of the Gentraeter Within fifteen days after- r-eeeipt of a written Fequest, infer-matien Agreement and rear-the Centfaeto- to evaluate, gi a otiee of o- °.,free me,., ani ' lien fights . C h f recorded bond and shall inelttde thereupon be furnished with a ertified copies of v ro - legal title the pf fty en • . such documents . § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 2 .2 , 1 , fumish to the Contmetor- reasonable evidenee that finaneial aff angements have been made to fulfill the Owner ' s fiinaneial a.?-ange::e nts ithOUt P60F R960e to the n § 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 urovisions 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 Seeti n t " r peF4&tend-}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 nnay-may, after such seven day period give the the Owner-tray—seven day period, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner' s expenses and compensation for the Architect' s additional services made necessary by such default, neglect or failure . Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect. if payments to the Avner. AIA Document A201TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA* Document Is protected by U.S. Copyright Law and International Treaties. 2 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 17 : 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) 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 afe for- the purpose of f6eilitafing eenstfuetien by the Centfaeter- and afe not for- the purpose e dissever-ing-Any errors, ewiissiew , inconsistencies or ineensisteneies omissions in the Contract Doeuments; ho . . e . e., »:.; �. � , ...vv.isisteneies er effAssion&-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 Arehiteet, Architect and the Owner in writing, but it is recognized that the Ce ' s ontractor' s review is made in the r'oTContractor' 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 Art-. Architect and the 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 ehitecrOwner. § 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 Gentfast orale.. .. the Genu-aet T,eetiments giNze other- speeifie instfuetions eeneeming these matters. if the Gentfaet Doeuments give speeffie instr-uetiefis jobsite safety ther-eef and, exeept as stated below, shall be fully and solely responsible fef the jobsite safety of sueh , teehniques, sequenees of pfeeedtwes may nat be safe, the Gentr-aeter shall give timely written netiee to the Owne and Afvhiteet and shall net pfeceed with that per-fien ef the Work %ritheut Architect. if the GentraeteF is then instmeted to proceed with the requifed means, fnetheds , techniques , sequences o pr-eeedur-es without aeeeptanee of ehanges proposed by the Centimeter-, the Owner- shall be solely responsible for- any resulting less or- ontract. § 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 A201TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA® Document Is protected by U.S. Copyright Law and International Treaties. 13 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 17:14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) § 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 C-entraet-Contract at the 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 Architeet 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, AIA Document A201TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970 , 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA* Document is protected by U.S. Copyright Law and International Treaties. 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 17 : 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents : . 1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts ; .2 Contractor' s costs for unloading and handling at the site, labor, installation costs , overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances ; .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect ( 1 ) the difference between actual costs and the allowances under Section 3 . 8 . 2 . 1 and (2) changes in Contractor ' s costs 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 reasonably 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 A201Tm - 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA* Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any portion of It, may result in severe civil and criminal penalties, and will be 15 prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17 : 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) § 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 A201 TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIAe Document Is protected by U.S. Copyright Law and International Treaties. 16 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 17 : 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) § 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 ififer-fatiea belief is promptly furnished in writing to the Architect and the " ]F t.Owner. . § 3.18 INDEMNIFICATION § 3. 18.1 To the fullest extent permitted by law and to the extent elaims, damages , losses Of expenses aFe not eaver-ed by = eject Miabil : t. . : a "V-h sed by the !'contractor ift aeoer-danee with Section 11 3 t'�entrnotershall indemnify and hold harmless the Owner, A .ehiteet " _ehiteat + ., eensultant. its officers and agents-employees , as well as the Architect and employees of any of ttie its subconsultants, from and against elaifns-,-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 fesalting €rein utilized by them in the performance of the Wer-IFthis Contract: provided that such claim, doss , dama eg 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 e*tent eaused by the negligent termination or ewAssiens-.e12kation of the Cenya^te a Subeent_aete anyone difeet1 „ or- indir-eedy empleyed by them oFanyene for whose aets they may be liable, regardless of whether- of- not this Contract. Indemnification is eaused : ..e .4 1.. . .. paFt. , indemnified he..eunde. limited to negate, abridge - r_a___ ot,. __ rights of obligations of _nde ff : t. . . .1, : . 1 .1 othe e e .. t as to arty e n .le fibe.l n this Qeet: .. 1 1 4 :.�__�_eh $5 million per occurrence. AIA Document A201 TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963 , 1966, 1967, 1970) 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA® Document is protected by U.S. Copyright Law and International Treaties. 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 17:14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) § 3. 18.2 In claims against any person or entity indemnified under this Section 3 . 18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 3 . 18 . 1 shall not be limited by a limitation on amount or type of damages , compensation or benefits payable by or for the Contractor or a Subcontractor under workers ' compensation acts , disability benefit acts or other employee benefit acts . ARTICLE 4 ADMINISTRATION OF THE CONTRACT § 4.1 ARCHITECT § 4. 1 . 1 The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect" means the Architect or the Architect' s authorized representative. § 4. 1 .2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner- Gentr-ae Owner and Architect. Consent shall not be unreasonably withheld. § 4. 1 . 3 If the employment of the Architect is terminated, the Owner sli*WM employ a new Architect against 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 42-. —. 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 gener-MITY 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 genefal if the Work is being peffefmed in a manner- indieafing that the Work, when fully eempleted, vAR-lie-performed . in accordance with the Contract Documents . 14oweverthe " FeNteet will nMehiteet %pill neither have control eveF GEeharge of-, nor be FeSponsible for-, the constfuetion means, �� '�� required to make exhaustive er- eentinuous E)a site inspeetions to eheek the quality eF quantity of �he WeAE. The , these are solely the GeatfaeteF' s rights and r-espensibilifies under- �he Gentfaet Doeuments, e*eept as pr-evided- in Section 3 . 34-. § 4.2.3Gentfaeter-' s failure to per-fefm the Work in aeeer-danee with the re qu ir-e f nents e- -f dh ea Ge n t.r.net De em., mea,n t S. T_ h ea, Affe h 0 t e e t ;A41 1 n o t hav e ee f itf e 1 e ver- o r- charge e f and will ne t b e responsible feFacts or emissions of the Centfaeter-, SubeentractoEs, or their- agents oFemployees, or- any ot persons or- entities peffer-ming poffions ef the Work. § 4.2.4 Communications Facilitating Contract Administration. Except as otherwise provided in the Contract or- when difeet eeninflunioations have been speeially 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 AIA Document A201 TM - 1997. Copyright ® 19113 19153 1918, 1925, 1937, 1951 , 1958 , 1961 , 1963 , 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIAe Document is protected by U.S. Copyright Law and International Treaties. 8 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 17: 14 :54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) 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 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 project fep�representatives, 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 Intef-pr-etatief►sr Initial 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 6f inter-pr-etatien-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 respite claims shall be initiated by written notice and shall rest with the pai4y making the494aifn-.be expressly stated to be a Claim under this paragraph 4. 3 . AIA Document A201Tm — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA* Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA` Document, or any portion of It, may result In severe civil and criminal penalties, and will be 19 prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) § 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 24- 10 days after occurrence of the event giving rise to such Claim or within 24- 10 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Claims must 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 deter:minatiel-findings must be made within 21 days after the Architect has given notice of the deeisie"ecision 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 adjustment shall matter may be , 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 AIA Document A201 TM — 1997. Copyright © 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIAe Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any portion of It, may result In severe civil and criminal penalties, and will be 20 prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17: 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 4.3.9 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted . § 4.3. 10 Waiver of Claims for Consequential Damages. The Contractor and the Owner waive Claims against each other for all consequential damages arising out e€ of, orelatgrelated to termination of this Contract. Vffigivpr- ine' ae� :Nothin � 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 delay . . 1 damages ineuFfed by the 03Arner for- rental expenses, fOF 10SSOSof use, income, , fin h- usinea,sis; And. reputation, and f9r loss of management or- employee pr-oduetivity or- of the SeBrices o such pefsens—and .2 damages ineuFFed by the Contfactor- fOr- pFineipal offioe expenses including the Compensation A nel stationed there Le.. lesser o f F. n .. ne: n .. business and nutation and fef loss of «...fir Yvaova,aw o,.wuv,avv there, ava avova. , , vnvvya auauc.apa,c. ee «l . . A.efn the Work. This mutual %raiver- is appheable, without , to all eensequential damages due te either- par-�y ' s termination in meor-danee with Article 14 . Nothing eontained in this Seetion 4 . 3 . 10 shall be deemed to preclude an award a liquidated difeet damages, when appheable , ift aeoer-danee with the mquifeffillents ef the centfaet DoGuffien § 4.4 RESOLUTION OF CLAIMS AND DISPUTES § 4.4. 1 Decision of Architect. Claims, including those alleging an error or omission by the Architect but excluding those arising under Sections 10. 3 through 10.5 , shall-mayupon request of hoth the Owner and the Contractor, be referred initially to the Architect for decision. An initial decision by the n FGhiteet shall be required .&-a rendition pr-eeedent to mediation, afbitFmien er- litigation of all Clainas between the Contfraeter- and 0YA%eF arising prier- te the. date final payfaent is due, unless 30 days have passed after- the Claim has been fefeffed to the Ar-ehiteet with He deeision hmring been Fender-ed by the AT-ehiteet. The AFehiteet will not deeide disputes between the Gentfaetef and peEsens or- entAies 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) fe}eetrecommend rejecting the Claim in whole or in part, (3 ) appfeye-recommend approval of the Claim, (4) suggest -recommend a compromise, or (5 ) advise the parties that the Architect is unable to resolve *" fmake 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 reselve the Clai , . 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 pai4y or from per-sons 3hrith speeial knowledge of expef4ise whomay assist the .4 r-ohitpr# in rpmdeFing 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 C }last four (4) numbered actions contemplated subparagraph 4 .4.2, in whele efift part;writin stating tating the reasons therefor. § 4.4.5 The AFehiteet will approve or- r-ejeet Glaims by written deeisien, ;Ayhieh shall state the reason- the;efer- and of a Claim by the Architect sh .all be fin.al and binding on the. . . . I . I . �ct to fnediatie and. a-r-h- it-rat-ine -n-1 § 4.4.6 When A. vff-iaen deeision of the Ar-ehiteet states that ( 1 ) the deeision is final but subjeet to mediation and ar-bitfatien and (2) a demand. for- afbitr-atien ef a Claim eovered by sueh deei6ion miusit be m..Bde within 30 days afte the date on which the pany fflaldng the demand receives the final written decision, then failure to demand ar-bitfation AIA Document A201 Tm - 1997. Copyright ® 1911 , 19159 1918, 1925, 1937. 19519 1958, 1961 , 1963, 1966, 1967. 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be 21 prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17 : 14 :54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) A AN AN mma A M. . 0 a r-war A AN NA A • AN 01 1 A AL 1 ' • •or M. to / / • • 1 • 1 . • 1 . . - 1 • - 1 • • 1 • . - / • 0 . A • • MEA#163 1111111111 •) I Kola ruM irejorwro D I I PdI. . • - 1 . . . AN A 1111 11111 1!111 all 111111 111IF / . . IlFI I111111 1 • • . _ • 1A. _ 0=4 - 1 - 1 • - . . • . _ • . • . • • lip I Ill 1 11111111 91 'I' ll N, A I or Nor 0 All Jill 11 • • A . Or him"Noam MI(IIIII&W 944% ~1 • . 111 . . 11 . • • § 4.6 .5 Claims and Tifn�ely Asseftion ef Claims . The puty filing a netiee of demand for- aFbitr-atien must assei4 in the demand all Gl .ai ffis then known to rh .ar p a fty .. wh: eh .a «h:r...a fie • rr d r h ,le ,1 d .....uwuw waa v.w...... ........ a..w .. .a w uawa rwa a� vaa ,. auvaa au vau wuvax , § 4.6.6 judgment on Final Awafd. The awafd r-endeFed by the afbitfater- eF afbitfatefs shall be final, and judgment may be entered upon it in aeoefdanee with applieable law in any eourt having jur-isdietion thereof-. ARTICLE 5 SUBCONTRACTORS § 5. 1 DEFINITIONS § 5. 1 . 1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term " Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term " Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. § 5. 1 .2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term " Sub-subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub- subcontractor or an authorized representative of the Sub- subcontractor. § 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK § 5.2. 1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect will promptly reply to the Contractor in writing stating whether or not the Owner or the Architect, after due investigation, has reasonable objection to any such proposed person or entity. Failure o f the Owneor- A rehired eply promptly shell ..r: r. re notice f µ1V Vl H1V V1� lID' § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2. 3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor' s Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required . § 5.2 .4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitute. § 5.3 SUBCONTRACTUAL RELATIONS § 5.3. 1 By appropriate written agreement, vrittef Whe..e le.9ally fe -ed ae. . ,., l : ,l : r. ., the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor' s Work, which the Contractor, by these Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors . The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may be at variance with the Contract Documents . Subcontractors wil4-shall be similarly required to make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors . AIA Document A201Tm — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIAe Document is protected by U.S. Copyright Law and International Treaties. 23 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 17: 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes : (3418817618) § 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 anv, resulting from the suspension. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6. 1 OWNER' S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § 6. 1 . 1 The Owner reserves the right to perform construction or operations related to the Project with the Owner' s own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Gexatfaetef contractor shall make such Claim as provided in Section 4. 3 . § 6.1 .2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. § 6. 1 .3 The Owner shall provide for coordination of the activities of the Owner' s own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules 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 A201TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 19379 1951 , 1958, 1961 , 1963, 1966, 1967, 19709 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 17: 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) § 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 AFehiteet alArchitect. § 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 . Construction Change Directives can alter the work only to $ 10,000 and 5 calendar days per each Directive and $75 ,000 and 25 calendar days aggregate throughout the term of the Contract. In no case shall a Construction Change Directive not be addressed by the Owner under Article 7 . 5 for more than 30 days . § 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 ^" — 1997. Copyright © 1911 , 1915, 1918, 1925, 1937, 1951 , 1958 , 1961 , 1963s 1966, 1967, 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. 25Unauthorized 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 17 : 14 :54 on 05/25/2005 under Order No. 1 0001 26313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) § 7.3.5 A Construction Change Directive signed by the Contractor indicates the agreement of the Contractor therewith, including aM 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 Arehiteet 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 ma.t in tho Contraps Sum shall he aetual net eest as eenfir-med by the ArehAeet. When both additions and er-edits eever-ing related Wefk er- substitutions are involved in a ehange, the allowanee for- everhead and pfefit shall be figur-eden the basis of netififfease , if any, With Fespeet to that . § 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 e-laim -Claim in accordance with Article 4. § 7.3.9 When the Owner and Contractor agreeconcerning the adjustments in the Contract Sum and Contract Time, , such agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order. § 7 .4 MINOR CHANGES IN THE WORK § 7.4. 1 The Architect will have author-ity-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. 4 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 Dollars ($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 AIA Document A201TM — 1997. Copyright ® 1911 , 1915 , 1918, 19259 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970 , 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA8 Document is protected by U.S. Copyright Law and International Treaties. 26 Unauthorized reproduction or distribution of this AIAeDocument, 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 pioduced by AIA software at 17 : 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) 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 . ARTICLE 8 TIME § 8. 1 DEFINITIONS § 8.1 . 1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8. 1 .2 The date of commencement of the Work is the date established in the Agreement. § 8. 1 .3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9 . 8 . § 8 . 1 .4 The term " day " as used in the Contract Documents shall mean calendar day unless otherwise specifically defined . § 8.2 PROGRESS AND COMPLETION § 8.2. 1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8 .2.2 The Contractor shall not-knowingly, 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 data of eemmencement is established by the Cent-a ^* Doeuments or- a notiee to pr-E)eeed given by theOWReF, the Centfaeter- shall nefify the Owner- in wfifing not less than five days of other- agreed period before eeffffneneing the Work to pefffiit the fiffiely filing Of FHOFtgageS , fneehanie ' s liens and other security 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 separable part thereof, in accordance with the applicable provisions of this Contract. § 8.3 DELAYS AND EXTENSIONS OF TIME § 8.3. 1 If the Celaster- Contractor' s performance of this Contract is delayed : i) which delay is delayed at any t m^ ie-beyond the reasonable control and without the Work by an aet fault or eeglee-t negligence of the Owner-Contractor or ° ��ea—, its subcontractors; or of an empleyee Of either-, OF of a separate ii by the Owner changes ordered in the Work, and in either event where such delay or by labor- dis. utes, fire, unusual del haneein the CentfaeteF' s eentfel, or- by delay Work affects the Owner- pending Mediation and. aar-bitfatien, er- by ritical path, then the Contract Time shall be extended by Change Order °as determined by the Owner and the r= a-Contract Sum mdeterne be equitably adjusted for Contractor' s extended job costs (limited to the Cost of the Work items enumerated in Article 6 of the Agreement), subject to Contractor' s compliance with the notice requirements of Paragraph 4. 3 of these General Conditions . § 8.3.2 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 AIA Document A201TM — 1997. Copyright 0 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA® Document Is protected by U.S. Copyright Law and International Treaties. 27 Unauthorized reproduction or distribution of this AIAeDocument, 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 17 : 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) the Contractor and a denial of the claim for extension of Seetionr43.time : . 1 Nature of the delay or change in the Work: .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 Seetion ° doe The Contractor shall not premie feeeyer}�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 r 24 hours of knowledge of a potential delay, whichever is later. In any event, within seven (7) calendar days of commencement of the delay, the Contractor shall provide in writing the Comaraent Doeuments .information set forth in section 8 . 3 .2 of this Agreement. § 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. 4 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 e Order where no time extension has been requested or granted, that Change Order $hall 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 ebjeeted-to-when, and only when, approved in writing by the Architect and the Architeet, 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 approve d schedule of values . Such application shall be notarized, if 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 A201 TM — 1997. Copyright © 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 19669 19679 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. 28 Unauthorized reproduction or distribution of this AIAeDocument, 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 17 :14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) § 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 .2 Unless GtheFhriSO PFONFWA- d. OR fl; A- Ge- mr-aet Doeuments , payments shall be made an aeoeunt of ma4er-ial equip ment diel ivieried. an di s i tably stored at the site for sub sequent ineer-pefatien in the Wefk. if pp re i ad Ta e by the Ownef, payfeent may similafly be madeffffnater-ials and equipment suitably stored. off the, site at stered en or off the sitesh 11 be eenditioned upon eemplianee by the Centfaetar- with pr-oeedufes safisfaeter-y to the Owner- to establish the 0%,ner-' s title to s, fnater-ials and equipment or- other-wise pfeteet the Owner-' s interest, and sha!4 inelude the eeSts of applieable. § 9 .3 . 1 .2 Such applications ray-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 Wer-k fef: eenfer-manee with the Contrnet Doeuments upen Substantial Completion, to results a subsequent tests and inspeetiond; to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified . However, the issuance of a Certificate for Payment will not be a representation that the Architect has ( 1 ) made exhaustive or continuous on- site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods , techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor' s right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.5 DECISIONS TO WITHHOLD CERTIFICATION § 9.5. 1 The Architect may-will 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 AIA Document A201 TM - 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970 , 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA* Document Is protected by U.S. Copyright Law and International Treaties. 29 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 17 : 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) will notify the Contractor and Owner as provided in Section 9 .4. 1 . If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount -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 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 d--,remedied or completed Work has been damaged by the Contractor or Contractor' s subcontractors, suppliers, material men oragents requiring correction or replacement; .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 failure to carry out the Work in accordance with the Contract Documents . § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.6 PROGRESS PAYMENTS § 9.6. 1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. § 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor' s portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor' s portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner. § 9.6. 3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 9.6.4 Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. § 9.6. 5 Payment to material suppliers shall be treated in a manner similar to that provided in Sections 9 .6 . 2, 9. 6 .3 and 9 . 6 .4 . § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents . § 9.6.7 Unless the Gentfaetor- provides the Omtnpr- ;Arith. . . ... a payment bond in the full penal suffl of thia, Contraet Sum, payments meeived by the C—nntrartor- fer Work properly per-fefmed by Subeentfaetefs and suppliers shall be held by eentmet with the Gentfaeter- for- wWeh payment was made by the Ownert. Nothing eentained heftift Shall Fe a i to an award ef punitive damages against the Centr-aeter- fer- br-eaeh of the r-equir-ements of this pfevision. § 9.7 FAILURE OF PAYMENT § 9.7. 1 If-This contract is governed by the Aff-ehiteet dees net issue a Gertifioate for- Payment, thfough no fault of the Florida Prompt Payment Act, Florida Statutes section 218 . 70. et. seq . , Any payment made later than twenty-five (25 ) days after receipt of the C ontractoF' Contractor' s Application fori= AIA Document A201TM — 1997. Copyright © 1911 , 1915, 1918, 1925, 1937, 1951 , 1958t 19619 1963, 1966, 19679 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. 30 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 17:14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) the Owner- do Payment shall day interest at the seven additional days ' wFiliten notiee to the Ownef and , rate of 1 % per month if the ameunt owing has been reeeived . The Centfaet Time shall be emended appEepriately and the C-Antr;1r# 911M shall be iner-eased by the a and stai-7t up, ples interest ontractor, as primed €e�set forth in the �'^~ '~�^' T'^ ~ ~ ^~ '� Florida Prompt Payment Act, Florida Statutes section 218 . 70. et. seq . § 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_m.oke payment of-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. AIA Document A201 ^" — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958t 19619 19633 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA" Document is protected by U.S. Copyright Law and International Treaties. 31 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 17:14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes : (3418817618) § 9.9. 3 Unless otherwise agreed upetupon 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 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 reasonably 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 force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days ' prior written notice has been given to the Owner, (3 ) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5 ) , if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims , security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall repromptly 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 . payment,§ 9.10.3 if-, af4eE SubstantW Completion of the Work, final completion thereof is materially delayed dwough no fault r-emaifiting balanee fer- WeEk fiat fully eampleted or- eerr-eeted is less than r-ellainage stipulailead. in the Centr Doeuments , and if bonds have been fufnished, the written consent of surety to payment of the balanee due for that peftion of the WeEk fidily eampleted and aeeepted shall be submitted by the Contfaetar- to the Arehiteet prior- to 6eFtifieatieff ef SU6h pa)tffleflt. Sueh payment shall be ffiad.e undef terms and eanditions geNreEning final except that is Sh .all not e-onstitute a waiver of claims . 49, 103 § 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 €Fear A liens, Claims, seeer-ity interests or eneum-branees arising Alit Af thp C-01#r- ; -2 €ailurp of the Work to comply with the r-equ;iemeets of theGontrast Beeuments ; er ut of this Work. Any ��'yment, however, final or otherwise, shall not release the Contractor or his sureties from any obligations under the Contract Documents or the Payment and Performance Bonds . exeset those Claims b;y § 9. 10.5 Acceptance of final payment by the Contractor, a Subcontraetor Subcontractor, Sub-subcontractor, and eguinment 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. AIA Document A201 T" — 1997. Copyright © 1911 , 1915, 1918, 1925, 19372 1951 , 1958, 1961 , 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA" Document is protected by U.S. Copyright Law and International Treaties. $2 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 17: 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10. 1 SAFETY PRECAUTIONS AND PROGRAMS § 10.1 .1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 SAFETY OF PERSONS AND PROPERTY § 10.2. 1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: . 1 employees on the Work and other persons who may be affected thereby ; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor' s Subcontractors or Sub- subcontractors ; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns , walks, pavements , roadways, structures and utilities not designated for removal , relocation or replacement in the course of construction . § 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules , regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss . § 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards , promulgating safety regulations and notifying owners and users of adjacent sites and utilities. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel . § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10 .2 . 1 .2 and 10. 2. 1 . 3 caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10 .2. 1 .2 and 10.2 . 1 . 3 , except damage or loss attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor' s obligations under Section 3 . 18 . § 10.2.6 The Contractor shall designate a responsible member of the Contractor' s organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor' s superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its safety . § 10.3 HAZARDOUS MATERIALS § 10.3. 1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB ), encountered on the site by the Contractor, the Contractor shall , upon recognizing the condition, immediately stop 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 Owner. event of an objection, the specific reasons therefor. If either the Contractor or Architect has an AIA Document A201 TM — 1997. Copyright ® 1911 , 1915, 1918, 19259 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA® Document is protected by U.S. Copyright Law and International Treaties. 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 17 : 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) objection to a person or entity proposed by the Owner and fully complies with the 03Artter,—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 apprepr-iately-if and as appropriate y and the Contract Sum shall be increased in the amount of the Contractor' s reasonable additional and incurred costs of shut-down, delay and start-up, which adjustments shall be accomplished as provided in Article 7 . § 10.3.3 To the fullest extent permitted by law, 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 them from and against claims, damages, losses and expenses, including but not limited to attorneys ' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3 . 1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) and provided that such damage, loss or expense is not due to the sole negligence of a party seeking indemnity. § 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 iedemni€y-indemnify, to the extent permitted provided by Florida law, and without waivingsgn immunity or extending the 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 ie-with a company authorized to do business in the ' tifisdietion in whieh the PFE)jeet is lee ., .o,, State of Florida with a Best Key Rating of A- VIII, all such insurance as will protect the wner against any and all claims ett�s for damages to persons or property as a result €rete of actions of the Gentraeter's-Contractor' s operations under the Contract and for which the Contractor may be legally liable, whetter such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be lialjle liable. The Contractor shall maintain the following coverages : . 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 employee ; .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/advertising liability, 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-owned 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 AIA Document A201TM - 1997. Copyright 0 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIAe 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 34 prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17 : 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) 1173110 M1 • • . 1 • 1 - . • - - • • • • 1 - • 1 / • • • ' 1 • " • • • • 1 ' 1 of ire _ 1 ROM. I • 1 • 1 4 - 4 IM • - 1 1 1 =171 • • • • • • 1 • - • 1 " 1 • • • • • AING / 1 • • 1 1 • 1 • 1 pidtivis41t; 11110 lam 1 1116 9 111 mww I In I lip I I III W V I I I 1 11 % I I w 1 ,ral,pi Ap A I An " . Www e"ems J • 1 ' • 1 1 1 . • • • • • • 1 ' • • ► • • 1 " 1 • • • _ • • • • • • 1 ' 1 . • • • 1 " 1 . 1 • 1 . . 4 of • • I I - KIM • ' • 1 • • • • • • • 1 • • • VA I=90 wramr, n plep • • . 1 - 1 . 1 "ell I IN I I I I ti I I 1[4141LIAIA 11101111 • • • 1 - • • • IF 11 • • Am a NO INS W- 111111111111.1 a mom ON W I W . awl 11-11111111i OW-8 NNW • • • 1011 *11 1 1 _• 11 A 11M • • ill A in WN —1 S 111111111101 0 .• in • A FF AFF WINNOW • • • IF or-Ti. 01" 11 \ . • • — • • 1I I Na A 1 a1 • • 111 - • - • 1 1 • • • . 1 A will Im 1 • • . g . IS I AM . . 1 1 No jl�jiflwlkl I NI it 1I 1 • 1 I A. a I. I A Mo Al it orM PA . A NM PIP I To Ml IN All WAN 3A A mill . 1 1 . • Ap / . . ITS PIELTERT31111M • r 111 - r • / 1 • . . PPI A • - .jj • A AF FA or A Ft go A a go AL Al 11 .11 Im . � 'Iftomm � 11 A • go ME I NOW A 16 11, INN Ic AM a 1 m1.14 lot .60". 1011,11,1jill 11 go _ . lot; 1 • • JIM jj� Am Or-W• - - 2 MOM . . . . . . Of A • W4 gg/ go A • pill mwl A 0 IMA "op mw IF WIN • • • ki : • • 1 • . / . • 1 . • WITH • • : • • 1 - • . • - / - • / / • 1 • / • 1 • 1 111 110 • • / . 0 1 - 4 Ils - 6 • / • / _ A I I 1 • 1 / 1 - / - 1 • - / • / . • • - / 1 - • • 1 • • - - 1 IN IFF go A IV 11 1 of gn6=4 In I • Performance Bond shall be submitted in the Centr-a ^t Doeuments on forms specified by the date-Owner. The Contractor shall provide two separate bonds ; a combined Payment and Performance Bond for 125 % of *-the Cost of the Cen4ac4-Work is not an acceptable substitute . § 11 .5.2 WV A A t of any person or- entity appearing to be a potential beneficiary of bonds eeveFing paynien eepy-te be foade ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 UNCOVERING OF WORK § 12. 1 . 1 If a portion of the Work is covered contrary to the Architect' s request or to requirements specifically expressed in the Contract Documents, itshall , if required in writing by the Architect, be uncovered for the Architect' s examination and be replaced at the Contractor' s expense without change in the Contract Time or the Contract 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 rejected-Work, including additional testing and inspections and compensation for the Architect' s services and expenses made necessary thereby, shall be at the Contractor' s expense. § 12.2.2 AFTER SUBSTANTIAL COMPLETION § 12.2.2. 1 In addition to the Contractor ' s obligations under Section 3 . 5 , if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9 .9. 1 , or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents , the Eentraeter 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 egress acceptance of such condition . The Owner shall give such notice promptly after discovery of the condition. TM "" ^ ^ the one yea. PeFiod for- ,. eEFeet: ^n of W^Yv i€ he-The Owner fails to neti fy the. Cent. aeter and ontractor an oppeftunity te. make the eaffeetien-,-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 and thethe-Contractor may inspect and otherwise examine the Worknp for to the expiration of waf raflty 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 . AIA Document A201 TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958 , 1961 , 1963 , 1966, 1967, 1970 , 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA* Document is protected by U.S. Copyright Law and International Treaties. 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 17 : 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) § 12.2.5 Nothing contained in this Section 12 . 2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents . Establishment of the one-year period for correction of Work as described in Section 12 . 2 .2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor' s liability with respect to the Contractor' s obligations other than specifically to correct the Work. § 12.3 ACCEPTANCE OF NONCONFORMING WORK § 12 .3.1 If the Owner prefers to accept Work which is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable . Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13. 1 OVERNING LAW, VENUE § 13 . 1 .1 Th This agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by either party against the hT -other party or otherwise arising out of this agreement shall be in Indian River County, Florida, or in the plaaee where vent of federal jurisdiction, in the United States District Court for the Pfejee4 is leeated.Southern 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 . €*eept as ptevided in Seetion " " n .ei +he~ 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 03AFner- may, witheut eensent of the ContFactef, assign the Contract to an in5fitutional lender pr-oviding -0,A- A s;t.r 1.100 t i A- H fifial1eifig f0f the PlFejeet. in sueh event, the lendef shall assume the Ownef ' s rights and obligations assigtiflienF § 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 eoneluded. oncluded unless such tests , inspections or approvals replace or modify pre- existing requirements in which event the Owner shall bear any net additional costs thereof. AIA Document A201n" — 1997. Copyright © 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA* Document is protected by U.S. Copyright Law and International Treaties. 39 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 17 : 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) § 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13 . 5 . 1 , the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures . Such costs, except as provided in Section 13 . 5 . 3 , shall be at the Owner' s expense . § 13.5.3 If such procedures for testing, inspection or approval under Sections 13 . 5 . 1 and 13 . 5 . 2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect ' s services and expenses shall be at the Contractor' s expense . § 13. 5.4 Required certificates of testing, inspection or approval shall , unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. § 13 .5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents , the Architect will do so promptly and, where practicable, at the normal place of testing . § 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.6 INTEREST § 13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at 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 AIA Document A201TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966t 1967, 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 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 17 : 14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) .3 because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9 .4. 1 , or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents ; or .4 the Owner has failed to furnish to the Contractor promptly, upon the Contractor' s request, reasonable evidence as required by Section 2 .2 . 1 . § 14. 1 .2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions , delays or interruptions of the entire Work by the Owner as described in Section 14 .3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365 -day period, whichever is less . § 14. 1 .3 If one of the reasons described in Section 14 . 1 . 1 or 14 . 1 . 2 exists, the Contractor may, upon seven days ' written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work properly executed and for payment of reasonable costs directly related to Work thereafter performed by Contractor in terminating the Contract, including reasonable, documented demobilization and cancellation charges, and proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable everhead,overhead and profit thereon. Demobilization and cancellation charges will include costs incurred by the Contractor to relocate and damages reassign employees including reasonable direct and indirect labor costs . Contractor will diligently pursue reassignment of staff and in no case will charge more than 10 weeks of personnel costs per person assigned to the project after termination of Contract. § 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, sevei3-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 ad an accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14 .2. 1 , the Contractor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect' s services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case AIA Document A201TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958 , 1961 , 1963 , 1966, 1967, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING : This AIA® Document is protected by U.S. Copyright Law and International Treaties. 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 17:14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) 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 . Adjust if any . Any adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent: .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner' s convenience and without cause . § 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner' s convenience, the Contractor shall: . 1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders . § 14.4.3 In case of such termination for the Owner ' s convenience, the Contractor shall be entitled to receive payment for Work exeeuted executed in accordance with the Contract Documents and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed . thereon . AIA Document A201TM — 1997. Copyright ® 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1967, 19709 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. 42 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 17:14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes: (3418817618) 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 17 : 14 : 54 on 05/25/2005 under Order No . 1000126313- 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) General Services Director, Indian River County (Title) May 25 , 2005 (Dated) AIA Document D401 TM - 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 AIAe 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 17:14:54 on 05/25/2005 under Order No. 1000126313_1 which expires on 6/29/2005, and is not for resale. User Notes : (3418817618)