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91-0213 Dahlquist and Lutzow q1- o�i3 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH DAHLQUIST AND LUTZOW ARCHITECTS, LTD. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Larry L. Rice, City Manager, be and is hereby authorized and directed to execute an agreement on behalf of the City of Elgin with Dahlquist and Lutzow Architects, Ltd. for the renovation of the Lord's Park Pavilion, a copy of which is attached hereto and made a part hereof by reference. s/ George VanDeVoorde George VanDeVoorde, Mayor Presented: February 13, 1991 Adopted: February 13, 1991 Vote: Yeas 7 Nays 0 Recorded: Attest: s/ Dolonna Mecum Dolonna Mecum, City Clerk • T. H E AMERICAN INSTITUTE O F ARCHITECTS AIA Document 13141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT made as of the Fourteenth day of February in the year of Nineteen Hundred and Ninety-one BETWEEN the Owner: (Name and address) City of Elgin • 150 Dexter Court Elgin, IL 60120 and the Architect: (Name and address) Dahlquist and Lutzow Architects, Ltd. 472 N. McLean Blvd. Elgin, IL 60123 For the following Project: (Include detailed description of Project,location,address and scope.) • The Renovation of the Lord's Park Pavilion 100 Oakwood Blvd. Elgin, IL 60120 The scope of work includes the architectural and engineering services for the exterior and interior remodeling of the Lord's Park Pavilion. The Owner and Architect agree as set forth below. Copyright 1917, 1926,1948, 1951, 1953, 1958, 1961, 1963, 1966,1967, 1970, 1974, 1977,©1987 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the MA violates the copyright laws of the United States and will be subject to legal prosecution. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA* • ©19R7 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 8141-1987 1 • TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 . • schedule or construction budget, the Architect shall prepare, ARCHITECT'S RESPONSIBILITIES for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe 1.1 ARCHITECT'S SERVICES • the size and character of the Project as to architectural, struc- tural, mechanical and electrical systems, materials and such 1.1.1 The Architect's services consist of those services per- other elements as may be appropriate. formed by the Architect,Architect's employees and Architect's 2.3.2 The Architect shall advise the Owner of any adjustments consultants as enumerated in Articles 2 and 3 of this Agreement. to the preliminary estimate of Construction Cost. and any other services included in Article 12. • 1.1.2 The Architect's services shall be performed as expedi- 2.4 CONSTRUCTION DOCUMENTS PHASE tiously as is consistent with professional skill and care and the orderly progress of the Work.Upon request of the Owner, the 2.4.1 Based on the approved Design Development Docu- Architect shall submit for the Owner's approval a schedule for mems and any further adjustments in the scope or quality of the performance of the Architect's services which may be the Project or in the construction budget authorized by the adjusted as the Project proceeds,and shall include allowances Owner,the Architect shall prepare,for approval by the Owner, for periods of time required for the Owner's review and for Construction Documents consisting of Drawings and Specifica- approval of submissions by authorities having jurisdiction over Lions setting forth in detail the requirements for the construe- the Project.Time limits established by this schedule approved tion of the Project. by the Owner shall not,except for reasonable cause,be exceeded 2.4.2 The Architect shall assist the Owner In the preparation of by the Architect or Owner. the necessary bidding information, bidding forms, the Condi- 1.1.3 The services covered by this Agreement are subject to tions of the Contract,and the form of Agreement between the the time limitations contained in Subparagraph 11.5.1. Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustments ARTICLE 2 to previous preliminary estimates of Construction Cost indi- cated by changes in requirements or general market conditions. SCOPE OF ARCHITECT'S BASIC SERVICES • 2.4.4 The Architect shall assist the Owner in connection with 2.1 DEFINITION the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction 2.1.1 The Architect's Basic Services consist of those described over the Project. in Paragraphs 2.2 through 2.6 and any other services identified In Article 12 as part of Basic Services,and Include normal struc- 2.5 BIDDING OR NEGOTIATION PHASE tural, mechanical and electrical engineering services. 2.5.1 The Architect, following the Owner's approval of the 2.2 SCHEMATIC DESIGN PHASE Construction Documents and of the latest preliminary estimate 2.2.1 The Architect shall review the program furnished by the of Construction Cost, shall assist the Owner In obtaining bids Owner to ascertain the requirements of the Project and shall or negotiated proposals and assist In awarding and preparing • arrive at a mutual understanding of such requirements with the contracts for construction. Owner. 2.6 CONSTRUCTION PHASE—ADMINISTRATION 2.2.2 The Architect shall provide a preliminary evaluation of OF THE CONSTRUCTION CONTRACT the Owner's program, schedule and construction budget requirements,each in terms of the other,subject to the limita- 2.6.1 The Architect's responsibility to provide Basic Services tions set forth in Subparagraph 5.2.1. for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates 2.2.3 The Architect shall review with the Owner alternative at the earlier of the issuance to the Owner of the final Certificate approaches to design and construction of the Project. for Payment or 60 days after the date of Substantial Completion 2.2.4 Based on the mutually agreed-upon program, schedule of the Work,unless extended under the terms of Subparagraph and construction budget requirements, the Architect shall 10.3.3. prepare, for approval by the Owner, Schematic Design DOcu- 2.6.2 The Architect shall provide administration of the Con- ments consisting of drawings and other documents illustrating tract for Construction as set forth below and in the edition of the scale and relationship of Project components. AIA Document A201, General Conditions of the Contract for 2.2.5 The Architect shall submit to the Owner a preliminary Construction, current as of the date of this Agreement,unless estimate of Construction Cost based on current area,volume or otherwise provided in this Agreement. other unit costs. 2.6.3 Duties,responsibilities and limitations of authority of the 2.3 DESIGN DEVELOPMENT PHASE Architect shall not be restricted,modified or extended without written agreement of the Owner and Architect with consent of 2.3.1 Based on the approved Schematic Design Documents the Contractor, which consent shall not be unreasonably and any adjustments authorized by the Owner in the program, withheld. AIA DOCUMENT B141 •OWNER•ARCiIrrECT AGREEMENT• POURTF.RNT71 itDtTION•AiA• • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS.1735 NEW YORK AVENUE.N.W.,WASHINGTON,D.C.20006 8141-1987 2 2.6.4 The Architect shall be a representative of and shall advise - -•. -and consult with the Owner(1)during construction until final ods, techniques,sequences or procedures,(3) ., .. copies a t7 payment to the Contractor is due,and(2)as an Additional Scr- of requisitions received from Subcon and material sup- vice at the Owner's direction from time to time during the cor- pliers and other data requ : • the Owner to substantiate rection period described in the Contract for Construction.The the Contractor's ri • • payment or(4)ascertained how or for Architect shall have authority to act on behalf of the Owner what pu••: is Contractor has used money previously paid only to the extent provided in this Agreement unless otherwise modified by written instrument. 2.6.11 The Architect shall have authority to reject Work which * . . •• - does not conform to the Contract Documents. Whenever the to the stage of construction or as otherwise agreed b e Architect considers it necessary or advisable for implementa- Owner and Architect in writing to become general. amiliar tion of the intent of the Contract Documents,the Architect will with the progress and quality of the Work con • cted and to have authority to require additional inspection or testing of the determine In general If the Work is being ormed in a man- Work in accordance with the provisions of the Contract Docu- ncr Indicating that the Work when co : cted will be In accor- ments, whether or not such Work is fabricated, Installed or dance with the Contract Docume• . However, the Architect completed.However,neither this authority of the Architect nor shall not be required to make austive or continuous on-site a decision made in good faith either to exercise or not to excr- inspections to check the •. ty or quantity of the Work. On vise such authority shall give rise to a duty or responsibility of the basis of on-site •. crvatlons as an architect, the Architect the Architect to the Contractor, Subcontractors, material and shall keep the O• er informed of the progress and quality of equipment suppliers, their agents or employees or other per- the Work, . : shall endeavor to guard the Owner against sons performing portions of the Work. defects • d deficiencies in the Work. (More extensive site rep• entation may be agreed to as an Additional Service, as 2.6.12 The Architect shall review and approve or take other • appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited 2.6.6 The Architect shall not have control over or charge of purpose of checking for conformance with information given and shall not be responsible for construction means,methods, and the design concept expressed In the Contract Documents. techniques,sequences or procedures,or for safety precautions The Architect's action shall be taken with such reasonable and programs in connection with the Work, since these are promptness as to cause no delay in the Work or in the con- solely the Contractor's responsibility under the Contract for struction of the Owner or of separate contractors,while allow- Construction. The Architect shall not be responsible for the Ing sufficient time in the Architect's professional judgment to Contractor's schedules or failure to carry out the Work in accor- permit adequate review. Review of such submittals Is not con- dance with the Contract Documents. The Architect shall not ducted for the purpose of determining the accuracy and corn- have control over or charge of acts or omissions of the Contrac- plctcncss of other details such as dimensions and quantities or tor, Subcontractors, or their agents or employees, or of any for substantiating Instructions for installation or performance of other persons performing portions of the Work. equipment or systems designed by the Contractor,all of which remain the responsibility of the Contractor to the extent 2.6.7 The Architect shall at all times have access to the Work required by the Contract Documents. The Architect's review wherever it is In preparation or progress. shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction 2.6.8 Except as may otherwise be provided in the Contract means, methods, techniques, sequences or procedures. The Documents or when direct communications have been spe- Architect's approval of a specific Item shall not indicate daily authorized,the Owner and Contractor shall communicate approval of an assembly of which the item Is a component. through the Architect.Communications by and with the Archi- When professional certification of performance characteristics tect's consultants shall be through the Architect. of materials,systems or equipment Is required by the Contract 2.6.9 Based on the Architect's observations and evaluations of Documents, the Architect shall be entitled to rely upon such Contractor's Applications for Payment, the Architect shall certification to establish that the materials, systems or equip- thement will meet the performance criteria required by the Con- review and certify the amounts due the Contractor. tract Documents. **' ° = 2.6.13 The Architect shall prepare Change Ordcis and Con- tutc a representation to the Owner, based on the Archit struction Change Directives, with supporting documentation observations at the site as provided in Subparagraph 2. • and and data if deemed necessary by the Architect as provided In 00 on the data comprising the Contractor's Applicatio. or Pay- Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and ment, that the Work has progressed to the point dicated and execution in accordance with the Contract Documents, and that,to the best of the Architect's knowledg formation and may authorize minor changes in the Work not involving an belief, quality of the Work is in accorda • with the Contract adjustment In the Contract Sum or an extension of the Contract Documents. The foregoing represcn ions are subject to an Time which are not inconsistent with the Intent of the Contract evaluation of the Work for con : ance with the Contract Documents. Documents upon Substantial -•mpletlon, to results of subse- quent tests and inspection o minor deviations from the Con- 2.6.14 The Architect shall conduct inspections to determine tract Documents corr • ble prior to completion and to spe- the date or dates of Substantial Completion and the date of final cific qualifications •ressed by the Architect.The Issuance of a completion, shall receive and forward to the Owner for the Certificate for t. ment shall further constitute a representation Owner's review and records written warranties and related that the C.' ractor is entitled to payment in the amount certi- documents required by the Contract Documents and assem- fred. H. • ever, the issuance of a Certificate for Payment shall bled by the Contractor,and shall issue a final Certificate for Pay- no a representation that the Architect has(1)made exhaus• ment upon compliance with the requirements of the Contract • •• •• • • •• • • •r Documents. AIA DOCUMENT D141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•Ale •@1987 3 8141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 * Delete and replace with Article 12.2 ** Delete and replace with Article 12.3 • 2.6.15 The Architect shall interpret and decide matters con- 3.2.3 Through the observations by such Project Represen- cerning performance of the Owner and Contractor under the tatives, the Architect shall endeavor to provide further protec- requirements of the Contract Documents on written request of tion for the Owner against defects and deficiencies in the Work, either the Owner or Contractor. The Architect's response to but the furnishing of such project representation shall not such requests shall be made with reasonable promptness and modify the rights,responsibilities or obligations of the Architect within any time limits agreed upon. as described elsewhere in this Agreement. 2.6.16 Interpretations and decisions of the Architect shall be 3.3 CONTINGENT ADDITIONAL SERVICES consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of 3.3.1 Making revisions in Drawings, Specifications or other • drawings. When making such interpretations and initial deci- documents when such revisions are: Mons, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor,shall not show partiality .1 inconsistent with approvals or instructions previously to either,and shall not be liable for results of interpretations or given by the Owner,including revisions made neces- decisions so rendered In good faith. sary by adjustments in the Owner's program or Proj- 2.6.17 The Architect's decisions on matters relating to aesthe- ect budget; tic effect shall be final if consistent with the intent expressed in .2 required by the enactment or revision of codes,laws the Contract Documents. or regulations subsequent to the preparation of such • 2.6.18 The Architect shall render written decisions within a documents; or reasonable time on all claims,disputes or other matters in ques- .3 due to changes required as a result of the Owner's fail- tion between the Owner and Contractor relating to the execu- ure to render decisions in a timely manner. tion or progress of the Work as provided in the Contract Documents. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to,size,qual- matters, including those in question betty., net and ity, complexity, the Owner's schedule, or the method of bid- Contractor,except for rhos o aesthetic effect as pro- ding or negotiating and contracting for construction,except for O' vided in Su.. . • .6.17,shall be subject to arbitration as services required under Subparagraph 5.2.5. • '' -= '= • 3.3.3 Preparing Drawings, Specifications and other documen- • tation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change ARTICLE 3 Orders and Construction Change Directives. ADDITIONAL SERVICES 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent , 3.1 GENERAL revisions to Drawings,Specifications and other documentation resulting therefrom. 3.1.1 The services described in this Article 3 are not included 3.3.5 Providing consultation concerning replacement of Workin Basic Services unless so identified in Article 12,and they shall be paid for by the Owner as provided in this Agreement, in damaged by fire or other cause during construction,and fur- addition to the compensation for Basic Services. The services Wishing services required In connection with the replacement described under Paragraphs 3.2 and 3.4 shall only be provided of such Work. if authorized or confirmed in writing by the Owner.If services 3.3.6 Providing services made necessary by the default of the described under Contingent Additional Services in Paragraph Contractor,by major defects or deficiencies in the Work of the 3.3 are required due to circumstances beyond the Architect's Contractor,or by failure of performance of either the Owner or control, the Architect shall notify the Owner prior to corn- Contractor under the Contract for Construction. mencing such services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner 3.3.7 Providing services in evaluating an extensive number of shall give prompt written notice to the Architect.if the Owner claims submitted by the Contractor or others in cotlnection indicates in writing that all or part of such Contingent Addi- with the Work. tional Services arc not required,the Architect shall have no obli- 3.3.8 Providing services in connection with a public hearing, gation to provide those services, arbitration proceeding or legal proceeding except where the 3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is party thereto. SERVICES 3.3.9 Preparing documents for alternate,separate or sequential 3.2.1 If more extensive representation at the site than is bids or providing services in connection with bidding,negotia- described in Subparagraph 2.6.5 Ls required,the Architect shall tion or construction prior to the completion of the Construc- provide one or more Project Representatives to assist in carry- tion Documents Phase. ing out such additional on-site responsibilities. 3.4 OPTIONAL ADDITIONAL SERVICES 3.2.2 Project Representatives shall be selected,employed and directed by the Architect, and the Architect shall be compen- sated therefor as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project 3.4.2 Providing financial feasibility or other special studies. Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement,unless 3.4.3 Providing planning surveys, site evaluations or corn- otherwise agreed. parative studies of prospective sites. AIA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA' • 401987 THE AMERICAN INSTITUTE OF ARCHITECTS.1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 8141-1987 4 • 3.4.4 Providing special surveys, environmental studies and 4.2 The Owner shall establish and update an overall budget for submissions required for approvals of governmental authorities the Project,Including the Construction Cost,the Owner's other or others having jurisdiction over the Project. costs and reasonable contingencies related to all of these costs. 3.4.5 Providing services relative to future facilities, systems 4.3 If requested by the Architect, the Owner shall furnish evi- and equipment. dcnce that financial arrangements have been made to fulfill the 3.4.6 Providing services to Investigate existing conditions or Owner's obligations under this Agreement. facilities or to make measured drawings thereof. 4.4 The Owner shall designate a representative authorized to 3.4.7 Providing services to verify the accuracy of drawings or act on the Owner's behalf with respect to the Project. The other Information furnished by the Owner. Owner or Such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the 3.4.8 Providing coordination of construction performed by Architect in order to avoid unreasonable delay In the orderly separate contractors or by the Owner's own forces and coordi- and sequential progress of the Architect's services. nation of services required in connection with construction performed and equipment supplied by the Owner. 4.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site 3.4.9 Providing services in connection with the work of a con- of the Project, and a written legal description of the site. The struction manager or separate consultants retained by the surveys and legal information shall include, as applicable, Owner. grades and lines of streets, alleys,y., pavements and adjoining 3.4.10 Providing detailed estimates of Construction Cost. property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restric- 3.4.11 Providing detailed quantity surveys or inventories of tions, boundaries and contours of the site; locations, dimen- material, equipment and labor. sions and necessary data pertaining to existing buildings,other 3.4.12 Providing analyses of owning and operating costs. improvements and trees;and information concerning available utility services and lines, both public and private, above and 3.4.13 Providing interior design and other similar services below grade, including inverts and depths.All the Information required for or in connection with the selection, procurement on the survey shall be referenced to a project benchmark. or installation of furniture, furnishings and related equipment. 4.6 The Owner shall furnish the services of geotechnical engi- 3.4.14 Providing services for planning tenant or rental spaces. neers when such services are requested by the Architect.Such 3.4.15 Making investigations, inventories of materials or equip- services may include but are not limited to test borings, test meat,or valuations and detailed appraisals of existing facilities. pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials,ground corrosion and resis- 3.4.16 Preparing a set of reproducible record drawings show- tivity tests,including necessary operations for anticipating sub- Ing significant changes in the Work made during construction soli conditions, with reports and appropriate professional based on marked-up prints, drawings and other data furnished recommendations. by the Contractor to the Architect. 4.6.1 The Owner shall furnish the services of other consul- 3.4.17 Providing assistance in the utilization of equipment or tants when such services are reasonably required by the scope systems such as testing,adjusting and balancing,preparation of of the Project and arc requested by the Architect. operation and maintenance manuals, training personnel for 4.7 The Owner shall furnish structural, mechanical, chemical, operation and maintenance,and consultation during operation. air and water pollution tests, tests for hazardous materials,and 3.4.18 Providing services after issuance to the Owner of the other laboratory and environmental tests, Inspections and final Certificate for Payment, or in the absence of a final Cer- reports required by law or the Contract Documents. tificate for Payment, more than 60 days after the date of Sub- stantial Completion of the Work. 4.8 The Owner shall furnish all legal,accounting and insurance 3.4.19 Providing services of consultants for other than archi- counseling services as may be necessary at any time for the tectural, structural, mechanical and electrical engineering por- Project, including auditing services the Owner may require to tions of the Project provided as a part of Basic Services. verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money 3.4.20 Providing any other services not otherwise included in paid by or on behalf of the Owner. this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 4.9 The services,information,surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. ARTICLE 4 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or defect in OWNER'S RESPONSIBILITIES the Project or nonconformance with the Contract Documents. 4.1 The Owner shall provide full information regarding 4.11 The proposed language of certificates or certifications requirements for the Project, Including a program which shall requested of the Architect or Architect's consultants shall be set forth the Owner's objectives,schedule,constraints and cri- submitted to the Architect for review and approval at least 14 teria, including space requirements and relationships, Plexi- days prior to execution.The Owner shall not request certifica- bility, expandability, special equipment, systems and site tions that would require knowledge or services beyond the requirements. scope of this Agreement. AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA• •®1987 5 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 ARTICLE 5 .3 if the Project is abandoned, terminate in accordance with Paragraph 8.3; or CONSTRUCTION COST .4 cooperate in revising the Project scope and quality as 5.1 DEFINITIONrequired to ?educe the Construction Cost. 5.1.1 The Constriction Cost shall be the total cost or esti- 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, 5.1.1 The to the Owner f all shall be of the Projectdesignedthe Architect,without additional charge,shall modify the Con- mated tedspec costied the Archo ca, tract Documents as necessary to comply with the fixed limit,if orestablished as a condition of this Agreement.The modification 5.1.2 The Construction Cost shall include the cost at current of Contract Documents shall be the limit of the Architect's market rates of labor and materials furnished by the Owner and responsibility arising out of the establishment of a fixed limit. equipment designed, specified, selected or specially provided The Architect shalt be entitled to compensation in accordance for by the Architect, plus a reasonable allowance for the Con- with this Agreement for all services performed whether or not tractor's overhead and profit. in addition, a reasonable allow- the Construction Phase is commenced. ance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. ARTICLE 6 5.1.3 Construction Cost does not include the compensation of USE OF ARCHITECT'S DRAWINGS, the Architect and Architect's consultants, the costs of the land, SPECIFICATIONS AND OTHER DOCUMENTS rights-of-way, financing or other costs which are the respon- sibility of the Owner as provided in Article 4. 6.1 The Drawings, Specifications and other documents pre- 5.2 RESPONSIBILITY FOR CONSTRUCTION COST pared by the Architect for this Project are Instruments of the Architect's service for use solely with respect to this Project 5.2.1 Evaluations of the Owner's Project budget, preliminary and,unless otherwise provided,the Architect shall be deemed estimates of Construction Cost and detailed estimates of Con- the author of these documents and shall retain all common law, struction Cost,if any,prepared by the Architect, represent the statutory and other reserved rights, Including the copyright. Architect's best judgment as a design professional familiar with The Owner shall be permitted to retain copies,including repro- the construction industry. It is recognized, however, that net- ducible copies,of the Architect's Drawings,Specifications and thcr the Architect nor the Owner has control over the cost of other documents for information and reference In connection labor, materials or equipment, over the Contractor's methods with the Owner's use and occupancy of the Project.The Archi- of determining bid prices,or over competitive bidding,market tect's Drawings,Specifications or other documents shall not be or negotiating conditions. Accordingly, the Architect cannot used by the Owner or others on other projects,for additions to and does not warrant or represent that bids or negotiated prices this Project or for completion of this Project by others,unless will not vary from the Owner's Project budget or from any the Architect is adjudged to be in default under this Agreement, estimate of Construction Cost or evaluation prepared or agreed except by agreement in writing and with appropriate compen- to by the Architect, sation to the Architect. 5.2.2 No fixed limit of Construction Cost shall be established 6.2 Submission or distribution of documents to meet official as a condition of this Agreement by the furnishing,proposal or regulatory requirements or for similar purposes in connection establishment of a Project budget, unless such fixed limit has with the Project is not to be construed as publication in deroga- been agreed upon in writing and signed by the parties hereto.If tion of the Architect's reserved rights. such a fixed limit has been established, the Architect shall he permitted to include contingencies for design, bidding and price escalation,to determine what materials,equipment,com- ponent systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in - gn the scope of the Project and to include in the Contract Docu- ARBITRATION ments alternate bids to adjust the Construction Cost to the fixed limit.Fixed limits,if any,shall be increased in the amount of an 7.1 Claims, disputes or other matters in question tween the increase in the Contract Sum occurring after execution of the parties to this Agreement arising out of or relati : to this Agree- Contract for Construction. ment or breach thereof shall be subject to a ' decided by arbl- 5.2.3 If the I31dding or Negotiation Phase has not commenced tration in accordance with the Construe'.n Industry Arbitra- within 90 days after the Architect submits the Construction tion Rules of the American Arbitration ociation currently in Documents to the Owner,any Project budget or fixed limit of effect unless the parties mutually a, e otherwise. Construction Cost shall be adjusted to reflect changes in the 7.2 Demand for arbitration sl be filed in writing with the general level of prices in the construction industry between the other party to this Agrecm • and with the American Arbitn- date of submission of the Construction Documents to the tion Association.A dema . for arbitration shall be made within Owner and the date on which proposals are sought, a reasonable time aft the claim, dispute or other matter in 5.2.4 if a fixed limit of Construction Cost (adjusted as pro- question has arisen. no event shall the demand for arbitration vided in Subparagraph 5.23) is exceeded by the lowest bona be made after t date when institution of legal or equitable fide bid or negotiated proposal, the Owner shall: proceedings • .ed on such claim, dispute or other matter in .1 give written approval of an increase in such fixed question w• Id be barred by the applicable statutes of limitations. limit; • 7.3 - arbitration arising out of or relating to this Agreement .2 authorize rebidding or renegotiating of the Project sh. nclude,by consolidation,joinder or in any other manner, within a reasonable time; • •• ••• • ••• • • • •• . . • AIA DOCUMENT 0141 •OWNER•ARCHiTECT AGREEMENT• FOURTEENTH EDITION•AIA• •01987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 6 *- 9,8 Continued. It is also agreed and understood by the Parties that the identification and the abatement of asbestos and other toxic substances including underground storage k for tion Asp this sis not contractpart will of bethis providedement. Any separately byrtheeOwner,youtsidemofethis ofworkunder act .2 Ten percent of the total compensation for Basic and this Agreement signed by the Owner,Architect,and any • er Additional Services earned to date if termination person or entity sought to be joined. Conscnt to •oration occurs during the Design Development Phase; or involving an additional person or entity shall •• constitute .3 Five percent of the total compensation for Basic and consent to arbitration of any claim, dispute : other matter in Additional Services earned to date if termination question not described in the written c• nt or with a person occurs during any subsequent phase• or entity not named or described t• cin.The foregoing agree- ment to arbitrate and other ; cements to arbitrate with an additional person or entit •my consented to by the parties to this Agreement shall • specifically enforceable In accordance ARTICLE 9 with applicable • in any court having jurisdiction thereof. MISCELLANEOUS PROVISIONS 7.4 The and rendered by the arbitrator or arbitrators shall be final . d judgment may be entered upon it in accordance with 9.1 Unless otherwise provided, this Agreement shall be gov- erned by the law of the principal place of business of the Architect. 9.2 Terms in this Agreement shall have the same meaning as ARTICLE 8 those in AIA Document A201, General Conditions of the Con- tract for Construction,current as of the date of this Agreement. TERMINATION, SUSPENSION OR ABANDONMENT 9.3 Causes of action between the parties to this Agreement 8.1 This Agreement may be terminated by either party upon pertaining to acts or failures to act shall be deemed to have not less than seven days'written notice should the other party accrued and the applicable statutes of limitations shall coin fail substantially to perform in accordance with the terms of this mence to run not later than either the date of Substantial Corn- Agreement through no fault of the party initiating the termination. pletion for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the final Certificate for 8.2 If the Project is suspended by the Owner for more than 30 Payment for acts or failures to act occurring after Substantial consecutive days, the Architect shall be compensated for ser- Completion. vices performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equi- 9.4 The Owner and Architect waive all rights against each tably adjusted to provide for expenses incurred in the interrup other and against the contractors, consultants, agents and tion and resumption of the Architect's services. employees of the other for damages,but only to the extent cov- ered by property insurance during construction, except such 8.3 This Agreement may be terminated by the Owner upon rights as they may have to the proceeds of such insurance as set not less than seven days' written notice to the Architect in the forth in the edition of AIA Document A201,General Conditions event that the Project is permanently abandoned. If the Project of the Contract for Construction, current as of the date of this is abandoned by the Owner for more than 90 consecutive days, Agreement.The Owner and Architect each shall require similar the Architect may terminate this Agreement by giving written waivers from their contractors, consultants and agents. notice. 9.5 The Owner and Architect, respectively, bind themselves, 8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and legal representatives to accordance with this Agreement shall be considered substantial the other party to this Agreement and to the partners,succes- nonperformance and cause for termination. sors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor 8.5 If the Owner fails to make payment when due the Archi- Architect shall assign this Agreement without the written con- tect for services and expenses, the Architect may, upon seven sent of the other. days'written notice to the Owner,suspend performance of ser- vices under this Agreement. Unless payment in full is received 9.6 This Agreement represents the entire and Integrated agree- by the Architect within seven days of the date of the notice,the ment between the Owner and Architect and supersedes all suspension shall take effect without further notice.In the event prior negotiations, representations or agreements, either writ- of a suspension of services, the Architect shall have no liability ten or oral. This Agreement may be amended only by written to the Owner for delay or damage caused the Owner because instrument signed by both Owner and Architect. of such suspension of services. 9.7 Nothing contained in this Agreement shall create a contrac- 8.6 In the event of termination not the fault of the Architect, tual relationship with or a cause of action In favor of a third the Architect shall be compensated for services performed prior party against either the Owner or Architect. to termination,together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 8.7. 9.8 Unless otherwise provided in this Agreement,the Architect and Architect's consultants shall have no responsibility for the 8.7 Termination Expenses are in addition to compensation for discovery,presence,handling,removal or disposal of or expo- Basic and Additional Services,and include expenses which are sure of persons to hazardous materials in any form at the Project directly attributable to termination.Termination Expenses shall site, including but not limited to asbestos, asbestos products, be computed as a percentage of the total compensation for polychlorinated biphenyl(PCB)or other toxic substances. * Basic Services and Additional Services earned to the time of ter- mination, as follows: 9.9 The Architect shall have the right to include representa- tions of the design of the Project,including photographs of the .1 Twenty percent of the total compensation for Basic exterior and interior, among the Architect's promotional and and Additional Services earned to date if termination professional materials. The Architect's materials shall not occurs before or during the predesign,site analysis,or include the Owner's confidential or proprietary information if Schematic Design Phases; or the Owner has previously advised the Architect in writing of AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA• •01987 7 8141-1987 TILE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 the specific information considered by the Owner to be confi- 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES dential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the pro- 10.3.1 An initial payment as set forth in Paragraph 11.1 is the motional materials for the Project. minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to ser- ARTICLE 10 vices performed within each phase of service, on the basis set forth in Subparagraph 11.2.2. PAYMENTS TO THE ARCHITECT 10.3.3 If and to the extent that the time initially established in 10.1 DIRECT PERSONNEL EXPENSE Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser- ' 10.1.1 Direct Personnel Expense is defined as the direct vices rendered during the additional period of time shall be salaries of the Architect's personnel engaged on the Project and computed in the manner set forth in Subparagraph 11.3.2. the portion of the cost of their mandatory and customary con- 10.3.4 When compensation is based on a percentage of Con- tributions and benefits related thereto, such as employment struction Cost and any portions of the Project are deleted or taxes and other statutory employee benefits, insurance, sick otherwise not constructed,compensation for those portions of leave, holidays, vacations, pensions and similar contributions the Project shall be payable to the extent services are per- and benefits. formed on those portions, in accordance with the schedule set forth in Subparagraph 11.2.2,based on(I)the lowest bona fide 10.2 REIMBURSABLE EXPENSES bid or negotiated proposal, or(2)if no such bid or proposal is 10.2.1 Reimbursable Expenses are in addition to compensa received,the most recent preliminary estimate of Construction tion for Basic and Additional Services and include expenses Cost or detailed estimate of Construction Cost for such por- incurred by the Architect and Architect's employees and con- sultants in the interest of the Project,as identified in the follow- 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL ing Clauses. SERVICES 10.2.1.1 Expense of transportation in connection with the 10.4.1 Payments on account of the Architect's Additional Project; expenses in connection with authorized out-of-town Services and for Reimbursable Expenses shall be made monthly travel; long-distance communications; and fees paid for secur- upon presentation of the Architect's statement of services ren- ing approval of authorities having jurisdiction over the Project. dered or expenses incurred. 10.2.1.2 Expense of reproductions, postage and handling of 10.5 PAYMENTS WITHHELD • Drawings, Specifications and other documents. 10.5.1 No deductions shall be made from the Architect's corn- 10.2.1.3 If authorized in advance by the Owner, expense of pensation on account of penalty, liquidated damages or other overtime work requiring higher than regular rates. sums withheld from payments to contractors,or on account of 10.2.1.4 Expense of renderings,models and mock-ups requested the cost of changes in the Work other than those for which the by the Owner. Architect has been found to be liable. 10.2.1.5 Expense of additional insurance coverage or limits, 10.6 ARCHITECT'S ACCOUNTING RECORDS including professional liability insurance, requested by the 10.6.1 Records of Reimbursable Expenses and expenses per- Owner in excess of that normally carried by the Architect and Architect's consultants. raining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be avail- 10.2.1.6 Expense of computer-aided design and drafting able to the Owner or the Owner's authorized representative at equipment time when used in connection with the Project. mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITIAL PAYMENT of Dollars($ 0 shall be made upon execution of this Agreement and credited to the Owner's account at final payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES,as described in Article 2,and any other services included in Article 12 as part of Basic Services,Basic Compensation shall be computed as follows: (Insert basis of compensation, lnchtding stipulated sums, multiples or percentages, and Identify phases to which particular methods of compensation app/r, if necessary) Fixed fee of $54,400 AIA DOCUMENT 8141 • OWNER•ARCHITECT AGREEMENT• FOURTEENTH EDITION•AU* • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 8141-1987 8 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost,progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional phases as appropriate.) Schematic Design Phase: percent( 20%) Design Development Phase: percent( 15%) Construction Documents Phase: percent( 40%) Bidding or Negotiation Phase: percent( 5%) Construction Phase: percent( 2 0%) Total Basic Compensation: one hundred percent(100%) 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES,as described in Paragraph 3.2,compensation shall be com- puted as follows: Partner: $60/Hr. Project Architect: $45/Hr. Job Captain: $40/Hr. Draftsman: $30/Hr. 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (1) Additional Project Representation,as described in Paragraph 3.2,and(2)services included in Article 12 as part of Additional Services,but excluding ser- vices of consultants, compensation shall be computed as follows: (Insert basis of compensation, including rates and/or multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify employees,if required.Identify specific services to which particular methods of compensation apply,if necessary) See 11.3. 1 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of ( 1. 1 ) times the amounts billed to the Architect for such services. (Identify specific types of consultants in Article 12, if required.) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES,as described in Paragraph 10.2,and any other items included in Article 12 as Reimbursable Expenses,a multiple of ( 1. 1 )times the expenses incurred by the Architect,the Architect's employees and consultants In the Interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within eighteen ( 18 )months of the date hereof,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11.3.2. 11.5.2 Payments are due and payable thirty ( 30 ) days from the date of the Architect's invoice. Amounts unpaid forty-five ( 45 )days after the invoice date shall bear Interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rale of interest agreed upon.) (Usury laws and requirements under the Federal Truth in Lending Act,similar state and local consumer credit laws and other regulations at the Owner's and Arcbi- led's principal places of business,the location of the Project and elsewhere may affect the validity of this provision.Specific legal advice should be obtained with respect to deletions or modifications,and also regarding requirements such as written disclosures or waivers.) AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•Ale • ©1987 9 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 '_- 11.5.3 Thc rates and multiples sd forth for Additional Services shtil be annually adjusted in accordancwith normal salary review practices of the Architect. ARTICLE 12 • OTHER CONDITIONS OR SERVICES (Insert descriptions of other services,services, identify Additional Sen Vices included u'ilbiu Basic Compensation and*"difu*tiow*the payment and compensation terms . —__included Ibis'.r_--- I. Other projects within Lord's Park, including but not limited to the gazebo, gatehouse, park lighting, and roadway/parking lot design shall be considered as additional services , if directed to proceed by the Owner. Compensation Shall be at a rate of 81/2% of construction cost. 2. Architect shall provide, at its own expense during construction, adequate and competent inspection and will pSri0dically visit the site to personally familiarize itself generally with the progress and quality of the work, and to determine in general if the work is proceeding in accordance with the • contract documents. Architect shall not, however, be required to make exhaustive or continuous on-site inspections to check the work. Architect shall employ all reasonable measures to safeguard city against defects and deficiencies in the work of the contractor. Architect shall not be responsible for the construction means , methods, techniques, sequences of procedures , nor for the safety precautions and programs employed in connection with the work, and shall not be responsible for any contractor's failure to carry out the work in accordance with the contract documents. 3. Based on such observations at the site and on the contractor's application for payment, architect shall determine, the amount owning to the contractor. The certificate for payment from the contractor and executed by the architect shall constitute a representation by architect to city, based on observations at the site and other data comprising the application for payment, that the work has progressed to the point indicated; that to the best of architect 's knowledge, information and belief, the quality of the work is in accordance with the contract documents (subject to an evaluation of the work as a functioning whole upon substantial completion, to the results of any subsequent tests required by the contract documents, to minor deviations from the contract documents , correctable prior to the completion, and to any specific qualifications stated in the certificate for payment) ; and that the contractor is entitled to payment in the amount certified. In issuing a certificate of payment, it shall not be deemed necessary that architect has made any examination of how or for what purpose the contractor has used money paid on account of the contract sum. This Agreement entered into as of the day and year first written above. OWNER Citv Ay,gin ARCHITECT DnhlqUist and Lutzow Architects, Ltd. lr ' (Sign. � / (Signature) /y / / /� ` /0U � �['- (� ' 7-y �� ����,� (����� Bruce R. Dahlquist, A. I .A. - President � � . -- (Printed��_~"m� (Printed name and title) AIA DOCUMENT B141 • AGREEMENT° FOURTEENTH EDITION"Ale " 0/mn THE AMERICAN INSTITUTE OF ARCI UTECTS,1735 NEW YORK AVENUE, „WASHINGTON,D.C.20006 014t4987 10 T H E AMERICAN INSTITUTE O F ARCHITECTS AO AIA Document A201 General Conditions of the Contract for Construction THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS MODIFICATION 1987 EDITION TABLE OF ARTICLES 1. GENERAL PROVISIONS 8. TIME 2. OWNER 9. PAYMENTS AND COMPLETION 3. CONTRACTOR 10. PROTECTION OF PERSONS AND PROPERTY 4. ADMINISTRATION OF THE CONTRACT 11. INSURANCE AND BONDS 5. SUBCONTRACTORS 12. UNCOVERING AND CORRECTION OF WORK 6. CONSTRUCTION BY OWNER OR BY 13. MISCELLANEOUS PROVISIONS SEPARATE CONTRACTORS 14. TERMINATION OR SUSPENSION OF THE 7. CHANGES IN THE WORK CONTRACT This document has been approved and endorsed by the Associated General Contractors of America. Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967,1970, 1976,OO 1987 by The American Institute of Architects, 1735 New York Avenue,N.W.,Washington,D.C.,20006.Reproduction of the material herein or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will be subject to legal prosecutions. AIA DOCUMENT A201 •GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION•FOURTEENTH EDITION AIA® •©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 A201-1987 1 INDEX Acceptance of Nonconforming Work 9,6.6,9.9.3,12.3 Building Permit 3.7.1 Acceptance of Work 9.6.6,9.8.2,9.9.3,9.10.1,9.10.3 Capitalization 1.4 Access to Work 3.16,6.2.1, 12.1 Certificate of Substantial Completion 9.8.2 Accident Prevention 4.2.3, 10 Certificates for Payment 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1, Acts and Omissions . . . 3.2.1,3.2.2,3.3.2,3.12.8,3.18,4.2.3,4.3.2, 9.6.6, 9.7.1, 9.8.3, 910.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4 4,3.9, 8.3.1, 10.1.4, 10.2.5, 13,4.2, 13,7, 14.1 Certificates of inspection,Testing or Approval . . . . . 3.12.11,13.5.4 Addenda 1.1.1,3.11 Certificates of Insurance 9.3.2,9.10.2, 11.1.3 Additional Cost,Claims for 4.3.6,4.3.7,4.3.9,6.1.1, 10.3 Change Orders 1.1.1,2.4.1,3.8.2.4,3.11,4.2.8,4.3.3,5.2.3, Additional Inspections and Testing 4.2.6,9.8.2, 12.2.1, 13.5 7.1,7.2, 7.3,2, 8.3.1,9.3.1.1, 9.10.3, 11.3.1,2, Additional Time,Claims for 4.3.6,4.3.8,4.3.9,8.3.2 11.3.4, 11.3.9, 12.1.2 ADMINISTRATION OF THE CONTRACT 3.3.3,4,9.4,9.5 Change Orders,Definition of 7.2.1 Advertisement or Invitation to Bid 1.1.1 Changes 7.1 Aesthetic Effect 4.2.13,4.5.1 CHANGES IN THE WORK . . . . 3.1 1,4.2.8,7,8.3.1,9.3.1.1, 10.1.3 Allowances 3.8 Claim,Definition of 4.3.1 All-risk Insurance 11.3.1.1 Claims and Disputes 4.3,4,4,4.5,6.2.5,8.3.2, Applications for Payment . . 4.2.5,7.3.7,9.2,9.3,9.4,9.5.1,9.6.3, 93.1.2, 9.3.3, 9.10.4, 10.1.4 9.8.3, 9.10.1, 9.10.3, 9.10.4, 11.1.3, 14.2.4 Claims and Timely Assertion of Claims 4.5.6 Approvals . . . . 2.4,3.3.3,3.5,3.10.2,3.12.4 through 3.12.8,3.18.3, Claims for Additional Cost 4.3.6,4.3.7,4.3.9,6.1.1, 10.3 4.2.7, 9.3.2, 11.3.1.4, 13.4.2, 13.5 Claims for Additional Time 4.3.6,4.3.8,4.3.9,8.3.2 Arbitration 4.1.4,4.3.2,4.3.4,4.4,4,4.5, Claims for Concealed or Unknown Conditions 4.3.6 8.3.1, 10.1,2, 11.3.9, 11.3.10 Claims for Damages. . .3.18,4.3.9,6.1,1,6.2.5,8.3.2,9,5.1.2, 10.1.4 Architect 4.1 Claims Subject to Arbitration 4.3.2,4.4.4,4.5.1 Architect,Definition of 4.1.1 Cleaning Up 3.15,6.3 Architect,Extent of Authority 2.4,3.12.6,4.2,4.3.2,4.3,6, Commencement of Statutory Limitation Period 13.7 4.4, 5.2,6.3, 7.1.2, 7.2.1,7.3.6, 7.4,9.2,9.3.1. Commencement of the Work,Conditions Relating to 2.1.2, 9.4, 9,5, 9.6.3,9.8.2,9.8.3,9.10.1,9.10.3, 12.1, 12.2.1, 2.2.1, 3.2.1, 3.2.2, 3.7.1, 3.10.1, 3.12.0, 4.3.7, 5.2.1. 13.5.1, 13.5.2, 14,2.2, 14.2.4 6.2.2, 8.1.2, 8.2.2, 9.2, 11.1.3, 11.3.6, 11.4,1 Architect,Limitations of Authority and Responsibility . 3.3.3. 3.12.8, Commencement of the Work.Definition of 8.1.2 3.12.11, 4.1,2, 4.2.1. 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, Communications Facilitating Contract 4.2.13, 4.3.2, 5.2.1, 7.4, 9.4.2,9.6.4, 9.6.6 Administration 3 9.1,4,2.4,5.2.1 Architect's Additional Services and Expenses 2.4,9.8.2, Completion,Conditions Relating to 3.11,3.15,4.2.2,4.2.9, 11.3.1.1, 12.2.1, 12.2.4, 13.5.2, 13.5.3, 14.2.4 4.3.2, 9.4.2, 9.8, 9.9.1, 9.10, 11.3.5, 12.2.2, 13.7.1 Architect's Administration of the Contract 4.2,4.3.6, COMPLETION,PAYMENTS AND 9 4.3.7, 4.4.9.4, 9.5 Completion,Substantial 4.2.9,4.3.5.2,8.1.1.8.1.3,8.2.3, Architect's Approvals 2.4,3.5.1,3.10.2,3.12.6,3.12.8,3.18.3,4.2.7 9.8, 9.9.1, 12.2.2, 13.7 Architect's Authority to Reject Work . . .. 3.5.1,4.2.6, 12.1.2, 12.2.1 Compliance with Laws 1.3,3.6,3.7,3.13,4.1.1, 10.2.2, 11.1, Architect's Copyright 1.3 11.3, 13.1, 13.5.1, 13.51, 13.6, 14.1.1, 14.2.1.3 Architect's Decisions 4.2.6,4.2,7,4.2.1 1,4,2.12,42,13, Concealed or Unknown Conditions 4.3.6 4.3.2. 4.3.6, 4.4.1, 4.4.4, 4.5,6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, Conditions of the Contract I.1.1, 1.1.7,6.1.1 9.2, 9.4, 9.5.1, 9.8.2, 9.9.1, 10.1.2, 13.5.2, 14.2.2, 14.2.4 Consent,Written 1.3.1.3.12.8,3.14.2,4.1.2, Architect's Inspections 4.2.2,4.2.9,4.3.6,9.4.2,9.8.2, 4,3.4, 4.5.5, 9.3.2, 9.8.2,9.9.1, 9.10.2, 9.10.3,10.1.2, 10.1,3, 9.9.2, 9.10.1, 13.5 11.3.1, 11.3.1.4, 11.3.11, 13.2, 13.4.2 Architect's Instructions. . 4.2.6,4,2.7,4.2.8,4 i.7,7.4.1,12.1,13.5.2 CONSTRUCTION BY OWNER OR BY SEPARATE Architect's Interpretations. 4 2.1 1,41.12,4,3.7 CONTRACTORS 1.1.4,6 Architect's On-Site Observations . . . . . .. . 4.2.2,4.2.5,4.3.6,9.4.2, Construction Change Directive,Definition of 7.3.1 9.5.1,9.10.1, 13.5 Construction Change Directives . . . . 1,1.1,4.2.8,7.1,7.3,9.3.1,1 Architect's Project Representative =1.2.10 Construction Schedules,Contractor's 3.10,6.1.3 Architect's Relationship with Contractor 1.1.2,3.2.1,3.2.2, Contingent Assignment of Subcontracts 5.4 3.3.3. 3.5.1, 3.7,3, 3.1 1, 3.12.8, 3.12.11, 3.16, 3.18, 4.2.3, 4.2.4, Continuing Contract Performance 4.3.4 4.2.6, 4.2.12, 5.2, 6.2.2, 7.3.4, 9.8.2, 11.3.7, 12,1, 13,5 Contract,Definition of 1.1.2 Architect's Relationship with Subcontractors. . . . 1.1.2,4.2.3,4.2.4, CONTRACT, TERMINATION OR 4.2.6, 9.6.3, 9.6.4, 11.3.7 SUSPENSION OF THE 4.3.'.5.4.1.1,14 Architect's Representations 9,4.2,9.5.1,9.10.1 Contract Administration 3 3.3,4,9.4,9.5 Architect's Site Visits 4.2?,4.2.5,4.2.9.4.3.6,9.4.2.9.5.1, Contract Award and Execution,Conditions Relating to . . . . .. 3.7.1, 9.8.2, 9.9.2, 9.10.1, 13.5 3.10, 5.2, 9.2. 11.1.3, 11 3.6, 11.4.1 Asbestos 10.1 Contract Documents,The 1.1, 1.2, Attorneys'Fees 3.18.1.9.10.2,10.1.4 Contract Documents,Copies Furnished and Use of. . . 1.3,2.2.5,5.3 Award of Separate Contracts 6.1.1 Contract Documents,Definition of 1.1.1 Award of Subcontracts and Other Contracts for Contract Performance During Arbitration 4.3.4,4,5.3 Portions of the Work 5.2 Contract Sum 3 8,4.3.6,4.3.7,4.4.4,5.2.3, Basic Definitions 1.1 6.1.3, 7.2, 7.3,9.1, 9.7, 11.3.1, 12.2.4, 12.3, 14.2.4 Bidding Requirements 1.1.1, 1,1.7,5.2.1, 11.4.1 Contract Sum,Definition of 9.1 Boiler and Machinery insurance 11.3.2 Contract Time 4.3.6,4.3.8,4.4.4,72.1.3,7.3, Bonds,1.ien 9 10.2 8.2.1, 8.3.1, 9.7, 12.1.1 Bonds,Performance and Payment 7.3.6.4,9.10.3, 11.3.9. 11.4 Contract Time,Definition of 8.1.1 AIA DOCUMENT A201 •GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION• FOURTEENTH EDITION 2 A201-1987 AIA` •©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.2(5)06 CONTRACTOR 3 Emergencies 4.3.7,10.3 Contractor,Definition of 3.1,6.1.2 Employees,Contractor's 3.3.2,3.4.2,3.8.1,3.9,3.18.1, Contractor's Bid 1.1.1 3.18.2, 4.2.3, 4.2.6, 8.1,2, 10.2, 10.3, 11.1.1, 14.2.1.1 Contractor's Construction Schedules 3.10,6.1.3 Equipment,Labor,Materials and 1.1.3, 1.1.6,3.4,3.5.1, Contractor's Employees 3.3.2,3.4.2,3.8.1,3.9,3.18,4.2.3, 3.8.2, 3.12,3, 3.12.7, 3.12.11, 3.13, 3.15.1, 4.2.7, 4.2.6,8.1.2, 10.2, 10.3, 11.1.1, 14.2.1.1 6.2.1, 7.3.6, 9.3.2, 9.3.3, 11.3, 12.2.4, 14 Contractor's Liability Insurance 11.1 Execution and Progress of the Work 1.1.3, 1.2.3,3.2,3.4.1, Contractor's Relationship with Separate Contractors 3.5.1, 4.2.2, 4.2.3, 4.3.4, 4.3.8,6.2.2, 7.1.3, and Owner's Forces 2.2.6,3.12.5,3.14.2,4.2.4,6, 12.2.5 7.3.9, 8.2, 8.3, 9.5, 9.9.1, 10.2, 14.2, 14.3 Contractor's Relationship with Subcontractors 1.2.4,3.3.2, Execution, Correlation and Intent of the 3.18.1, 3.18.2, 5.2, 5.3, 5.4,9.6.2, 11.3.7, 11.3.8, 14.2.1.2 Contract Documents 1.2,3.7.1 Contractor's Relationship with the Architect . , . . 1.1,2,3.2.1,3.2.2, Extensions of Time 4.3.1,4.3.8,7.2.1.3,8.3, 10.3.1 3.3.3, 3.5.1, 3.7.3, 3.11, 3.12.8 3,16, 3.18, 4,2.3, 4.2.4, 4.2.6, Failure of Payment by Contractor 9.5.1.3.14.2.1.2 4.2.12, 5.2,6.2.2, 7.3.4,9.8.2, 11.3.7, 12.1, 13.5 Failure of Payment by Owner 4.3.7,9.7, 14.1.3 Contractor's Representations. . 1.2.2,3.5.1,3.12.7,6.2.2,8.2.1,9.3.3 Faulty Work(See Defective or Nonconforming Work) Contractor's Responsibility for Those Final Completion and Final Payment 4.2.1,4.2.9,4.3.2, Performing the Work 3.3.2,3.18,4.2.3, 10 4.3.5,9.10, 1 1.1.2, 11.1.3, 11.3.5, 12.3.1, 13.7 Contractor's Review of Contract Documents 1.2.2,3.2,3.7.3 Financial Arrangements,Owner's 2.2.1 Contractor's Right to Stop the Work 9.7 Fire and Extended Coverage Insurance 11.3 Contractor's Right to Terminate the Contract 14.1 L PROVISIONS 1 Contractor's Submittals 3.10,3.11,3,12,4.2.7,5.2.1,5.2.3, Governing GENERAL RO 13.1 7.3.6, 9.2, 9.3.1. 9.8.2, 9.9.1, 9.10.2, 9.10.3, 10.1.2, 11.4.2, 11.4.3 Guarantees(See Warranty and Warranties) Contractor's Superintendent 3.9, 10.2.6 Hazardous Materials 10.1, 10.2.4 Contractor's Supervision and Construction Procedures 1.2.4, Identification of Contract Documents 1.2.1 3.3, 3.4, 4.2.3, 8.2.2,8.2.3, 10 Identification of Subcontractors and Suppliers 5.2.1 Contractual Liability Insurance 11.1.1.7, 11.2.1 indemnification 3.17,3.18,9.10.2, 10.1.4, 11.3.1.2, 11.3,7 Coordination and Correlation 1.2.2, 1.2.4,3.3.1, information and Services Required of the Owner 2.1.2,2.2, 3.10, 3.12.7, 6.1.3,6?.1 4.3,4,6.1.3,6.1.4,6.2.6, 9.3.2, 9.6.1, 9.6.4, 9.8.3, 9.9.2, Copies Furnished of Drawings and Specifications . . . 1.3,2.2.5,3.11 9.10.3, 10.1.4, 11.2, 11.3, 13.5.1, 13.5.2 Correction of Work 2.3,2.4,4.2.1,9.8.2, Injury or Damage to Person or Property 4.3.9 9.9.1, 12.1.2, 12.2, 13.7.1.3 Inspections 3.3.3,3.3.4,3.,.1,4.2.2, Cost,Definition of 7.3.6, 14.3.5 4.2.6, 4.2.9, 4.3.6, 9.4.2.9.8.2,9.9.2,9.10.1, 13.5 Costs .. . . 2.4.3.2.1,3.7.4,3.8.2,3.15.2,4.3.6.4.3.7,4.3.8.1,5.2.3, Instructions to Bidders I.1.1 6.L 1,6.2.3,6.3,7.3.3.3,7.3.6,7,3.7,9.7,9.8.2,9.10.2, 1 1.3.1.2, Instructions to the Contractor. . . . 3.8.1,4.2.8,5.2.1,', 12.1, 13.5.2 11.3.1.3, 11.3.4, 11.3.9, 12.1, 12.2.1, 12.2.4, 12.2.5, 13.5, 14 Insurance 4.3.9.6.1,1.7.3.6.4,9.3.2,9.8.2,9.9.1,9.10.2, I 1 Cutting and Patching 3.14,6.2.6 insurance,Boiler and Machinery 11.3.2 Damage to Construction of Owner or Separate Contractors 3.14.2, Insurance,Contractor's Liability 11.1 6.2.4, 9.5.1.5, 10.2.1.2, 10.2.5, 10.3, 11.1, 1 1.3, 12.2.5 Insurance,Effective Date of 8.2.2,11.1.2 Damage to the Work 3.14.2,9.9.1, 10.2.1.2, 10.2.5, 10.3, 11.3 insurance,Loss of Use 11.3.3 Damages,Claims for . . 3.18,4.3.9,6.1.1,6.2.5,8.3.2,9.5.1.2, 10,1.4 Insurance,Owner's Liability 11.2 Damages for Delay 6.1.1,8,3.3,9.5.1.6,9.' Insurance,Property 10.2.5,11.3 Date of Commencement of the Work,Definition of 8.1.2 Insurance,Stored Materials 9.3.2, 11.3.1.4 Date of Substantial Completion,Definition of 8.1.3 INSURANCE AND BONDS 11 Day,Definition of 8.1.4 Insurance Companies,Consent to Partial Occupancy . .9.9.1, 1 1 i.1 1 Decisions of the Architect 4.2.6,4.2.7,4.2.11,4.2.12,4.2.13, Insurance Companies,Settlement with 1 1.3.10 4.3.2, 4.3.6, 4.4.1, 4.4.4, 4.5, 6.3, 7.3.6, 7.3.8, 8,1.3, 8.3.1, 9.2, Intent of the Contract Documents 1.2.3,3.12.4, 9.4, 9.5.1, 9.8.2, 9.9.1, 10.1.2, 13.5.2, 14.2.2, 14.2.4 4.2.6, 4.2.7, 4.212, 4.2.13,7.4 Decisions to Withhold Certification 9.5,9.7,14.1.1.3 Interest 13.6 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.3,2.4,3.5.1,41.1, interpretation 1.2,5, 1.4,1.5,4.1.1,4.3.1,5.1,6.1.2,8.1.4 4.2.6, 4.3.5, 9.5.2, 9.8.2, 9.9.1, 10.2.5, 12, 13.7.1.3 Interpretations,Written 4.2.11,4.2.12,4.3.7 Defective Work,Definition of 3.5.1 Joinder and Consolidation of Claims Required 4.5.6 Definitions 1.1,2.1.1,3.1,3.5.1.3.12.1,3.1 2.2,3.12.3,4 1.1, Judgment on Final Award 4.5.1,4.5.4.1,4.5.7 4.3.1, 5.1,6.1.2, 7.2.1, 7.3.1, 7.3.6, 8.1, 9.1, 9.8.1 Labor and Materials,Equipment . . . . 1.1.3, 1.1.6,3.4, 35.1,3.8.2, Delays and Extensions of Time 4.3.1,4.3.8.1,4.3.8.2, 3.12.2, 3.12 i, 3.12.7, 3.12.11. 3.1 3, 3.15.1, 6.1.1, 6.2.3. 7.2.1, 7.3.1, '.3.4, 7.3.5, 7.3.8, 4.2.7,6.2.1, 7.3.6, 9.3.2, 9.3.3, 12.2.4, 14 7.3.9, 8.1.1,8.3, 10.3,1, 14.1.1.4 Labor Disputes 8.3.1 Disputes 4.1.4,4.3,4.4,4.5,6.2.5,6.3,7.3.8,9.3.1.2 Laws and Regulations 1.3,3.6,3.7,3.13,4.1.1.4.5.5.4.5.', Documents and Samples at the Site i 1 1 9.9.1, 10.2.2, 11.1, 11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6 Drawings,Definition of 1.1.5 Liens 2.1.2,4.3.2,4.3.5.1,8.2.2,9.3.3,9.10.2 Drawings and Specifications,Use and Ownership of 1.1.1, 1.3, Limitation on Consolidation or Joinder 4.5.5 2.2.5, 3.1 I, 5.3 Limitations,Statutesof 4.5.4.2, 12.2.6, 13.7 Duty to Review Contract Documents and Field Conditions 3.2 Limitations of Authority 3.3.1,4.1.2,4.2.1, Effective Date of Insurance 8.2.2, 11.1.2 4.2.3, 4.2.1, 4.2.10, 5.2.2, 5.2.4, 7.4, 11.3.10 AIA DOCUMENT A201 •GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION• FOURTEENTH EDITION AIA1' •©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 A201-1987 3 Limitations of Liability 2,3,32.1,3.5.1,3.7.3,3.12.8,3.12.11, Owner's Right to Perform Construction and to 3.17, 3.18, 4.2.6, 4.2.7, 4.2.12,6.2.2,9.4.2, 9.6.4,9.10.4, Award Separate Contracts 6.1 10.1.4, 10.2.5, 11.1.2, 11.2.1, 11.3.7, 13.4.2, 13.5.2 Owner's Right to Stop the Work 2.3,4.3.7 Limitations of Time,General 2.2.1,2.2.4,3.2.1,3.7.3, Owner's Right to Suspend the Work 14.3 3.8.2, 3.10, 3.12.5, 3.15.1, 4.2.1, 4.2.7, 4.2.11, 4.3.2, Owner's Right to Terminate the Contract 14.2 4.3.3, 4.3 0,3. 3 1 5.2..1, '* .1, 4.,3,6..7, 4, .11,4, 3.2, Ownership and Use of Architect's Drawings, Specifications 8.2,3, .3. , .3.6 9.8,.3 9.9, 9.10,5.4.2 11.1.3,1, 11.3.1,5.2 1 43.2, 11.7.5, and Other Documents 1.1.1,1.3,2.2.5,5.3 I t.3.6, 12 t, 1 1. l 3.5, .3.7 Partial Occupancy or Use 9.0.6,9.9, 11,3,11 Patching,Cutting and 3.14,6.2.6 Limitations of Time,Specific 2.1.2,2.2.1,2.4,3.10,3.1 1, Patents,Royalties and 3.17 3.15.1, 4?.1, 4.2.1 I, 4.3, 4.4, 4.5, 5.3, 5.4, 7.3.5, 7.3.9, 8.2, Payment,Applications for 4.2.5,9.2,9.3,9.4, 9.2, 9.3.1, 9.3.3, 9.4.1,9.6.1, 9.7, 9.8.2,9.10.2, 11.1.3, 11.3.6, 9.5.1, 9.8.3, 9.10.1,9.10.3, 9.10.4, 14?.4 11.3.10, 1 1.3.1 1, 12.2.2, 12.2.4, 12.2.6, 13.7, 14 Payment,Certificates for 4.2.5,-1.2.9,9.3.3,9.4,9.5, Loss of Use Insurance 11.3.3 9.6.I, 9.6.6,9.7.1, 9.8.3.9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4 Material Suppliers 1.3.1,3.12.1,4.2.4,42.6,52.1, Payment,Failure of 4.3.7,9.5.1.3, 9.3.1, 9.3.1.2, 9.3.3,9.4.2, 9.6.5, 9.10.4 9.7, 9.10.2, 14.1.1.3, 14.2.1.2 Materials,Hazardous 10.1, 10.2.4 Payment,Final 4.2.1,4.2.9,4.3.2,4.3.5,9.10, 11.1.2, Materials,Labor,Equipment and 1.1.3, 1.1.6,3.4,3.5.1,3.8.2, 11.1.3, 11.3.5, 12.3.1 3.12.2, 3.12.3„3.12.7„3.12.11, 3.13, 3.15.1, 4.2.7,6.2.1, Payment Bond,Performance Bond and 7.3.6.4, 7.3.6, 9.3.2, 9.3.3, 12.2.4, 14 9.10.3, 113.9, 11.4 Means, Methods,Techniques,Sequences and Payments,Progress 41.4,9.3,9.6, Procedures of Construction 3.3.1,4.2.3,4.2.7,9.4.2 9.8.3, 9.10.3, 13.6, 14.2.3 Minor Changes in the Work 1.1.1,4.2.8,4.3.7,7.1,7.4 PAYMENTS AND COMPLETION 9, 14 MISCELLANEOUS PROVISIONS 13 Payments to Subcontractors 5.4.2,9.5.1.3, Modifications,Definition of 1.1.1 9.6.2, 9.6.3,9.6.4, 11.3.8, 14.2.1.2 Modifications to the Contract 1.1.1, 1.1.2, 3.7.3,3.1 1, PCB 10.1 4.1.2, 4.2.1, 5.2,3, 7, 8.3.1, 9.7 Performance Bond and Payment Bond 7 3.6.-+, Mutual Responsibility 6.2 9.10.3, 11.3.9, 11.4 Nonconforming Work,Acceptance of 12.3 Permits,Fees and Notices 2?.3,3.7, 3.13,7.3.6.4, 10.2.2 Nonconforming Work,Rejection and Correction of 2.3.1, PERSONS AND PROPERTY,PROTECTION OF 10 4.3.5, 9.5.2, 9.8.2, 12, 13.7.1.3 Polychlorinated Biphenyl 10.1 Notice 2.3,2.4,3.2.1,3.2.2,3.7.3,3.7.4,3.9,3.12.8, Product Data,Definition of 3.12.2 3.12.9, 3.17, 4.3, 4.4.4, 4.5, 5.2.1, 5.3, 5.1.1.1, 8.2.2, 9.4.1, Product Data and Samples,Shop Drawings . . . . 3.11,3.12,4.2.7 9.5.1, 9,6.1,9.7, 9.1 0, 10.1.2, 10.2.6, 11.1.3, 11.3, 12.2.2, Progress and Completion 4.2.2,4.3.4,8.2 12.2.4, 13.3, 13.5.1, 13.5.2, 14 Progress Payments 1.3.-4,9.3, Notice,Written ?.3,2.4,3.9,3.12.8,3.12.9,4.3, 9.6, 9.8.3, 9.10.3, 13.6, 14.2.3 4.4.4, 4.5, 5.2.1, 5.3, 5.41.1,8.2.2, 9.4.1. 9.5.1,9.7,9.10, Project,Definition of the 1.1.4 10.1.2, 10.2.6, 1 1.1.3, 11.3, 12.2.2, 12.2.4, 13.3, 13.5.2, 14 Project Manual,Definition of the 1.1.7 Notice of Testing and Inspections 13.5.1, 13.5.2 Project Manuals 2?.5 Notice to Proceed 8.2.2 Project Representatives 4.2.10 Notices,Permits,Fees and 2.2.3,3.7,3.13,7.3.6.4, 10.2.2 Property Insurance 10.2.5,11.3 Observations,Architect's On-Site 4.2.2,4.2.5, PROTECTION OF PERSONS AND PROPERTY 10 4.3.6, 9.4.2. 9.5.1, 9.10.1, 13.5 Regulations and Laws 1.3,3.6,3.7,3.13,4.1.1,4.5.5, Observations,Contractor's 1.2.2,3.1.2 4.5.7, 10.2.2, 11.1, 11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, I4 Occupancy 9.6.6,9.8.1,9.9, 11.3.11 Rejection of Work 3.5,1,4.2.6, 1 2.2 On-Site Inspections by the Architect 4.2.2.4.2.9.4.3.6, Releases of Waivers and Liens 9.10.2 9.4.2, 9.8.2, 9.9.2, 9.10.1 Representations 1.2.2,3.5.1,3.12.7, On-Site Observations by the Architect . . . . . . . . . 4.2.2,4.2.5,4.3.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.8.2, 9.10.1 9.4.2,9.5.1, 9.10.1, 13.5 Representatives 2.1.1,3.1.1,3.9, Orders,Written 2.3,3.9,4.3.7,7,8.2.2, 11.3.9, 12.1, 4.1.1, 4?.1, 4.2.10, 5.1.1, 5.1.2, 13?.I 12.2, 13.5.2, 1=t 3 1 Resolution of Claims and Disputes 4.4,4.5 OWNER 2 Responsibility for Those Performing the Work 3.3.2. 4.2.3, 6.1.3, 6.2, 10 Owner,Definition of 2.1 Retainage 9.3.1,9.6.2,9.8.3,9.9.1,9 10.2,9.10.3 Owner,Information and Services Required of the 2.1.2, Review of Contract Documents and Field 2.2, 4.3.4,6,9, 10.1.4, 11.2, 11.3, 13.5.1, 14.1.1.5, 14.1.3 Conditions by Contractor 1.2.2,3.2,3.7.3,3.1 2.7 Owner's Authority 3.8.1,4.1.3,4.2.9,5.2.1,5.2.4,5.4.1, Review of Contractor's Submittals by 7.3.1, 8.2.2, 9.3.1, 9.3.2, 11.4.1, 12.2.4, 13.5.2, 14.2, 14.3,1 Owner and Architect 3.10.1,3.10.2,3.11, 3.12, Owner's Financial Capability 2.2.1, 14.1.1.5 42.7, 4.2.9, 5.2.1, 5.2.3, 9.2, 9.8.2 Owner's Liability Insurance 11.2 Review of Shop Drawings, Product Data Owner's Loss of Use Insurance 11.3.3 and Samples by Contractor 3.12.5 Owner's Relationship with Subcontractors 1.1.2, Rights and Remedies 1.1.2,2.3,2.4,3.5.1,3.15.2, 5.2.1, 5.4.1,9.6.4 4.2.6, 4.3.6, +.5, 5.3,6.1,6.3, 71.1, 8.3.1, 9.5.1, 9.7, 10.2.5, Owner's Right to Carry Out the Work 2.4, 12.2.4, 14.2.2.2 10.3, 12.2.2, 12.2.4, 13.4, 14 Owner's Right to Clean Up 6.3 Royalties and Patents 3.17 AIA DOCUMENT A201 •GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION• FOURTEENTH EDITION 4 A201-1987 AlA"' • 1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 Rules and Notices for Arbitration 4.5.2 Suspension by the Owner for Convenience 14.3 Safety of Persons and Property 10.2 Suspension of the Work 4.3.7,5.4.2,14.1.1.4, 14.3 Safety Precautions and Programs 4.2.3,4.2.7,10.1 Suspension or Termination of the Contract 4.3.7,5.4,1.1, 14 Samples,Definition of 3.12.3 Taxes 3.6,7.3.6.4 Samples,Shop Drawings,Product Data and . . . 3.11,3.12,4.2.7 Termination by the Contractor 14.1 Samples at the Site,Documents and 3.11 Termination by the Owner for Cause 5.4.1.1,14.2 Schedule of Values 9.2,9.3.1 Termination of the Architect 4.1.3 Schedules,Construction 3.10 Termination of the Contractor 14.2.2 Separate Contracts and Contractors 1.1.4,3.14.2,4,2.4, TERMINATION OR SUSPENSION OF THE CONTRACT 14 4.5.5, 6, 11.3.7, 12.1.2, 12.2.5 Tests and Inspections . . .. . 3.3.3,4.2.6,4.2.9,9.4.2, 12.2.1,13.5 Shop Drawings,Definition of 3.12.1 TIME 8 Shop Drawings,Product Data and Samples . . . . 3.11,3.12,4.2.7 Time,Delays and Extensions of 4.3.8,7.2.1,8.3 Site,Use of 3.13,6.1.1,6.2.1 Time Limits,Specific 2.1.2.2.2.1,2.4,3.10,3.11,3.15.1, Site Inspections . . .1.2.2,3.3.4,4.2.2,4.2.9,4.3.6,9.8.2,9.10.1, 13.5 4.2.1, 4.2.11, 4.3, 4.4, 4.5, 5.3, 5.4, 7.3.5, 7.3.9, 8.2, 9.2, 9.3.1, Site Visits,Architect's 4.2.2,4.2.5,4.2.9,4.3.6, 9.3.3, 9.4.1, 9.6.1, 9.7, 9.8.2, 9.10.2, 11.1.3, 11.3.6, 11.3.10, 9.4.2, 9.5.1,9.8.2, 9.9.2. 9.10.1, 13.5 11.3.11, 12.2.2, 12.2.4, 12.2.6, 13.7, 14 Special Inspections and Testing 4.2.6, 12.2.1, 13.5 Time Limits on Claims 4.3.2,4.3.3,4.3.6,4.3.9,4.4,4.5 Specifications,Definition of the 1.1.6 Title to Work 9.3.2.9.3.3 Specifications,The 1.1.1,1.1,6, 1,1.7, 1.2.4. 1.3.3.11 UNCOVERING AND CORRECTION OF WORK 12 Statutes of Limitations 4.5.4.2, 12.2.6, 13.7 Uncovering of Work 12.1 Stopping the Work 2.3,4.3,7,9.7, 10.1.2, 10.3, 14.1 Unforeseen Conditions 4.3.6,8.3.1, 10.1 Stored Materials 6.2.1,9.3.2, 10.2.1.2, 11.3.1.4, 12.2.4 Unit Prices 7.1.4,7.3.3.2 Subcontractor,Definition of 5.1.1 Use of Documents 1.1.1, 1.3,2.2.5,3.12.7,5.3 SUBCONTRACTORS 5 Use of Site 3.13,6.1.1,6.2.1 Subcontractors,Work by 1.2.4,3.3.2,3.12.1, Values,Schedule of 9.2,9.3.1 4.2.3, 5.3, 5.4 Waiver of Claims:Final Payment 4.3.5,4.5.1,9.10.3 Subcontractual Relations 5.3,5.4,9.3.1.2,9.6.2, Waiver of Claims by the Architect 13.4.2 9.6.3.9.6.4, 10.2.1, 11.3.7, 11.3.8, 14.1.1, 14.2.1.2, 14.3.2 Waiver of Claims by the Contractor. . . . . . . . 9.10.4, 11.3.7, 13.4.2 Submittals 1.3.3.2.3,3.10,3.11,3.12,4.2.7,5.2.1,5 ).3, Waiver of Claims by the Owner 4.3.5,4.5.1,9.9.3, 7.3.6,9.2,9.3.1, 9.8.2, 9.9.1, 9.10.2, 9.10.3, 10.1.2, 11.1.3 9.10.3. 11.3.3, 11.3.5, 11.37, 13.4.2 Subrogation,Waivers of 6.1.1, 11.3.5,11.3.7 Waiver of Liens 9.10.2 Substantial Completion 4.2.9,4 3.5.2,8.1.1,8.1.3, Waivers of Subrogation 6.1.1, 11.3.5, 11.3.7 8.2.3,9.6, 9.9.1, 12.2.1, 12.2.2, 13.7 Warranty and Warranties 3.5,1.2.9, Substantial Completion,Definition of 9.8.1 4.3.5.3,9.3.3, 9.8.2, 9.9.1, 12.2.2, 13.7.1.3 Substitution of Subcontractors 5.2.3,5.2.4 Weather Delays 4.3.8.2 Substitution of the Architect 4.1.3 When Arbitration May Be Demanded 4.5.4 Substitutions of Materials i 5.1 Work.Definition of 1.1.3 Sub-subcontractor,Definition of 5.1.2 Written Consent 1.3.1,3.12.8,3.14.2,4.1,2,4.3.4, Subsurface Conditions 1.3.6 4.5.5, 9.3.2,9.8.2, 9.9.1. 9.10.2,9.10.3, 1(1.1.2, 1)1.1.3, Successors and Assigns 13.2 11.3.i, i 1.3.1A, 11.3.11, 13.2, 13.4.2 Superintendent 3.9, 10,2.6 Written Interpretations 4,2,11,4,2.12,4.3.7 Supervision and Construction Procedures 1.2.4,3.3,3.4, Written Notice 2.3.2.4.3.9,3.12.8,3.12.9.4.3,4.4.4. 4.2.3, 4.3.4, 6.1.3.6.2.4, 7.1.3, 7.3.4, 8.2, 8.3.1, 10, 12, 14 4.5, 5.2.1, 5.3. 5.4.11, 8.2.2, 9.4.1, 9.5.1, 9.7, 9.10, 10.1.2, Surety 4.4.1,4.4.4,5.4.1.2,9.10.2,9.10.3, 14.2.2 10.2.6, 11.1.3, 11.3, 12.2.2, 12.2.4, 13.3, 13.5.2, 11 Surety,Consent of 9.9.1,9.10.2,9.10.3 Written Orders 2.3„3.9,4.3.7, Surveys 2.2.2,3.18.3 7, 8.2.2, 11.3.9, 12.1, 12.2, 13.5.2, 14.3.1 AIA DOCUMENT A201 •GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION• FOURTEENTH EDITION Ale •(f.')1987 TIIE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE,NW.,WASHINGTON,D.C.20000 A201-1987 5 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION ARTICLE 1 ment, construction systems, standards and workmanship for the Work, and performance of related services. GENERAL PROVISIONS 1.1.7 THE PROJECT MANUAL The Project Manual is the volume usually assembled for the 1.1 BASIC DEFINITIONS Work which may include the bidding requirements, sample 1.1.1 THE CONTRACT DOCUMENTS forms, Conditions of the Contract and Specifications. The Contract Documents consist of the Agreement between 1.2 EXECUTION, CORRELATION AND INTENT Owner and Contractor(hereinafter the Agreement),Conditions of the Contract(General,Supplementary and other Conditions), 1.2.1 The Contract Documents shall be signed by the Owner Drawings, Specifications, addenda issued prior to execution of and Contractor as provided in the Agreement. If either the the Contract, other documents listed in the Agreement and Owner or Contractor or both do not sign all the Contract Modifications issued after execution of the Contract. A Modifi- Documents, the Architect shall identify such unsigned Docu- cation is (1) a written amendment to the Contract signed by ments upon request. both parties, (2) a Change Order, (3) a Construction Change Directive or(4)a written order for a minor change in the Work 1.2.2 Execution of the Contract by the Contractor is a repre- issued by the Architect. Unless specifically enumerated in the septation that the Contractor has visited the site,become famil- Agreement, the Contract Documents do not include other iar with local conditions under which the Work is to be per- documents such as bidding requirements (advertisement or formed and correlated personal observations with require- invitation to bid, Instructions to Bidders, sample forms, the ments of the Contract Documents. Contractor's bid or portions of addenda relating to bidding requirements). 1.2.3 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the 1.1.2 THE CONTRACT Work by the Contractor.The Contract Documents are comple- The Contract Documents form the Contract for Construction. mentary, and what is required by one shall be as binding as if The Contract represents the entire and integrated agreement required by all; performance by the Contractor shall be between the parties hereto and supersedes prior negotiations, required only to the extent consistent with the Contract Docu- representations or agreements,either written or oral. The Con- ments and reasonably inferable from them as being necessary tract may be amended or modified only by a Modification.The to produce the intended results. Contract Documents shall not be construed to create a contrac- tual relationship of any kind(1)between the Architect and Con- 1.2.4 Organization of the Specifications into divisions,sections tractor, (2) between the Owner and a Subcontractor or Sub and articles,and arrangement of Drawings shall not control the subcontractor or(3)between any persons or entities other than Contractor in dividing the Work among Subcontractors or in the Owner and Contractor. The Architect shall, however, be establishing the extent of Work to be performed by any trade. entitled to performance and enforcement of obligations under 1.2.5 Unless otherwise stated in the Contract Documents, the Contract intended to facilitate performance of the words which have well-known technical or construction indus- Architect's duties. try meanings are used in the Contract Documents in accord- 1.1.3 THE WORK ance with such recognized meanings. The term "Work" means the construction and services 1.3 OWNERSHIP AND USE OF ARCHITECT'S required by the Contract Documents, whether completed or DRAWINGS,SPECIFICATIONS AND OTHER partially completed, and includes all other labor, materials, DOCUMENTS equipment and services provided or to be provided by the 1.3.1 The Drawings, Specifications and other documents Contractor to fulfill the Contractor's obligations. The Work prepared by the Architect are instruments of the Architect's may constitute the whole or a part of the Project. service through which the Work to be executed by the Con- 1.1.4 THE PROJECT tractor is described. The Contractor may retain one contract The Project is the total construction of which the Work per- record set. Neither the Contractor nor any Subcontractor,Sub formed under the Contract Documents may be the whole or a subcontractor or material or equipment supplier shall own or part and which may include construction by the Owner or by claim a copyright in the Drawings, Specifications and other separate contractors. documents prepared by the Architect, and unless otherwise indicated the Architect shall be deemed the author of them and 1.1.5 THE DRAWINGS will retain all common law,statutory and other reserved rights, The Drawings are the graphic and pictorial portions of the Con- in addition to the copyright. All copies of them, except the tract Documents, wherever located and whenever issued, Contractor's record set,shall be returned or suitably accounted showing the design, location and dimensions of the Work, for to the Architect,on request,upon completion of the Work. generally including plans, elevations, sections, details, sched- The Drawings, Specifications and other documents prepared ules and diagrams. by the Architect, and copies thereof furnished to the Contrac- tor,1.1.6 THE SPECIFICATIONS are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub- The Specifications are that portion of the Contract Documents subcontractor or material or equipment supplier on other proj- consisting of the written requirements for materials, equip- ects or for additions to this Project outside the scope of the AIA DOCUMENT A201 •GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION• FOURTEENTH EDITION 6 A201-1987 AIA ' •©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 Work without the specific written consent of the Owner and ments and charges required for construction,use or occupancy Architect. The Contractor, Subcontractors, Sub-subcontractors of permanent structures or for permanent changes in existing and material or equipment suppliers are granted a limited facilities. license to use and reproduce applicable portions of the Draw- ings, Specifications and other documents prepared by the 2.2.4 Information or services under the Owner's control shall Architect appropriate to and for use in the execution of their be furnished by the Owner with reasonable promptness to Work under the Contract Documents. All copies made under avoid delay in orderly progress of the Work. this license shall bear the statutory copyright notice, if any, 2.2.5 Unless otherwise provided in the Contract Documents, shown on the Drawings, Specifications and other documents prepared by the Architect. Submittal or distribution to meet the Contractor will be furnished, free of charge,such copies of official regulatory requirements or for other purposes in con- Drawings and Project Manuals as are reasonably necessary for nection with this Project is not to be construed as publication execution of the Work. in derogation of the Architect's copyright or other reserved 2.2.6 The foregoing arc in addition to other duties and respon- rights. sibilities of the Owner enumerated herein and especially those 1.4 CAPITALIZATION in respect to Article 6(Construction by Owner or by Separate 1.4.1 Terms capitalized in these General Conditions include Contractors), Article 9(Payments and Completion)and Article those which are (1) specifically defined, (2) the titles of num 1 I (Insurance and Bonds). bered articles and identified references to Paragraphs, Subpara- 2.3 OWNER'S RIGHT TO STOP THE WORK graphs and Clauses in the document or (3) the titles of other 2.3.1 If the Contractor fails to correct Work which is not in documents published by the American Institute of Architects. accordance with the requirements of the Contract Documents 1.5 INTERPRETATION as required by Paragraph 12.2 or persistently fails to carry out 1.5.1 In the interest of brevity the Contract Documents fre Work in accordance with the Contract Documents,the Owner, quently omit modifying words such as"all"and"any"and arti- by written order signed personally or by an agent specifically so des such as "the" and "an," but the fact that a modifier or an empowered by the Owner in writing, may order the Contrac- article is absent from one statement and appears in another is tor to stop the Work,or any portion thereof,until the cause for not intended to affect the interpretation of either statement. 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 Con- ARTICLE 2 tractor or any other person or entity, except to the extent required by Subparagraph 6.1.3. OWNER 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK 2.1 DEFINITION 2.4.1 If the Contractor defaults or neglects to carry out the 2.1.1 The Owner is the person or entity identified as such in Work in accordance with the Contract Documents and fails the Agreement and is referred to throughout the Contract within a seven-day period after receipt of written notice from Documents as if singular in number.The term "Owner"means the Owner to commence and continue correction of such the Owner or the Owner's authorized representative. default or neglect with diligence and promptness, the Owner may after such seven-day period give the Contractor a second 2.1.2 The Owner upon reasonable written request shall furnish written notice to correct such deficiencies within a second to the Contractor in writing information which is necessary and seven-day period. If the Contractor within such second seven- relevant for the Contractor to evaluate, give notice of or day period after receipt of such second notice fails to corn- enforce mechanic's lien rights. Such information shall include a mence and continue to correct any deficiencies, the Owner correct statement of the record legal title to the property on may, without prejudice to other remedies the Owner may which the Project is located, usually referred to as the site, and have, correct such deficiencies. In such case an appropriate the Owner's interest therein at the time of execution of the Change Order shall be issued deducting from payments then or Agreement and, within five days after any change, information thereafter due the Contractor the cost of correcting such defi- of such change in title, recorded or unrecorded. ciencies, including compensation for the Architect's additional services and expenses made necessary by such default, neglect 2.2 INFORMATION AND SERVICES or failure. Such action by the Owner and amounts charged to REQUIRED OF THE OWNER the Contractor are both subject to prior approval of the Archi- tect. If payments then or thereafter due the Contractor are not 2.2.1 The Owner shall, at the request of the Contractor, prior sufficient to cover such amounts, the Contractor shall pay the to execution of the Agreement and promptly from time to time difference to the Owner. thereafter, furnish to the Contractor reasonable evidence that financial arrangements have been made to fulfill the Owner's obligations under the Contract./Note: Unless such reasonable ARTICLE 3 evidence were furnished on request prior to the execution of the Agreement, the prospective contractor would not be CONTRACTOR required to execute the Agreement or to commence the 1fork.f 2.2.2 The Owner shall furnish surveys describing physical 3.1 DEFINITION characteristics, legal limitations and utility locations for the site 3.1.1 The Contractor is the person or entity identified as such of the Project, and a legal description of the site. in the Agreement and is referred to throughout the Contract 2.2.3 Except for permits and fees which are the responsibility Documents as if singular in number. The term "Contractor" of the Contractor under the Contract Documents, the Owner means the Contractor or the Contractor's authorized shall secure and pay for necessary approvals,easements,assess- representative. AIA DOCUMENT A201 •GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION• FOURTEENTH EDITION MA® •©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 A201-1987 7 3.2 REVIEW OF CONTRACT DOCUMENTS AND 3.5 WARRANTY FIELD CONDITIONS BY CONTRACTOR 3.5.1 The Contractor warrants to the Owner and Architect that 3.2.1 The Contractor shall carefully study and compare the materials and equipment furnished under the Contract will be Contract Documents with each other and with information of good quality and new unless otherwise required or permit- furnished by the Owner pursuant to Subparagraph 2.2.2 and ted by the Contract Documents, that the Work will be free shall at once report to the Architect errors, inconsistencies or from defects not inherent in the quality required or permitted, omissions discovered. The Contractor shall not be liable to the and that the Work will conform with the requirements of the Owner or Architect for damage resulting from errors, inconsis- Contract Documents. Work not conforming to these require- tencies or omissions in the Contract Documents unless the ments, including substitutions not properly approved and Contractor recognized such error, inconsistency or omission authorized, may be considered defective. The Contractor's and knowingly failed to report it to the Architect. If the Con- warranty excludes remedy for damage or defect caused by tractor performs any construction activity knowing it involves abuse,modifications not executed by the Contractor,improper a recognized error, inconsistency or omission in the Contract or insufficient maintenance, improper operation, or normal Documents without such notice to the Architect, the Contrac- wear and tear under normal usage. If required by the Architect, tor shall assume appropriate responsibility for such perfor- the Contractor shall furnish satisfactory evidence as to the kind mance and shall hear an appropriate amount of the attributable and quality of materials and equipment. costs for correction. 3.6 TAXES 3.2.2 The Contractor shall take field measurements and verify 3.6.1 The Contractor shall pay sales,consumer,use and similar field conditions and shall carefully compare such field mea- taxes for the Work or portions thereof provided by the Con- surements and conditions and other information known to the tractor which are legally enacted when bids are received or Contractor with the Contract Documents before commencing negotiations concluded,whether or not yet effective or merely activities. Errors, inconsistencies or omissions discovered shall scheduled to go into effect. be reported to the Architect at once. 3.7 PERMITS, FEES AND NOTICES 3.2.3 The Contractor shall perform the Work in accordance with the Contract Documents and submittals approved pur 3.7.1 Unless otherwise provided in the Contract Documents, suant to Paragraph 3,12. the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES necessary for proper execution and completion of the Work 3.3.1 The Contractor shall supervise and direct the Work, which are customarily secured after execution of the Contract using the Contractor's best skill and attention. The Contractor and which are legally required when bids are received or nego- shall be solely responsible for and have control over construc- tion means, methods, techniques, sequences and procedures 3.7.2 The Contractor shall comply with and give notices and for coordinating all portions of the Work under the Con- required by laws, ordinances, rules, regulations and lawful tract, unless Contract Documents give other specific instruc- orders of public authorities bearing on performance of the tions concerning these matters. Work. 3.3.2 The Contractor shall be responsible to the Owner for acts 3.7.3 It is not the Contractor's responsibility to ascertain that and omissions of the Contractor's employees, Subcontractors the Contract Documents are in accordance with applicable and their agents and employees,and other persons performing laws,statutes,ordinances, building codes,and rules and regula- portions of the Work under a contract with the Contractor. tions. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor 3.3.3 The Contractor shall not be relieved of obligations to per- shall promptly notify the Architect and Owner in writing, and form the Work in accordance with the Contract Documents necessary changes shall be accomplished by appropriate either by activities or duties of the Architect in the Architect's Modification. administration of the Contract, or by tests, inspections or approvals required or performed by persons other than the 3.7.4 If the Contractor performs Work knowing it to be con- Contractor. trary to laws,statutes,ordinances,building codes,and rules and regulations without such notice to the Architect and Owner, 3.3.4 The Contractor shall be responsible for inspection of por- the Contractor shall assume full responsibility for such Work tions of Work already performed under this Contract to deter- and shall hear the attributable costs. mine that such portions are in proper condition to receive sub- sequent Work, 3.8 ALLOWANCES 3.4 LABOR AND MATERIALS 3.8.1 The Contractor shall include in the Contract Sum all 3.4.1 Unless otherwise provided in the Contract Documents, allowances stated in the Contract Documents. Items covered the Contractor shall provide and pay for labor,materials,equip- by allowances shall be supplied for such amounts and by such ment, tools, construction equipment and machinery, water, persons or entities as the Owner may direct,but the Contractor heat, utilities, transportation, and other facilities and services shall not he required to employ persons or entities against necessary for proper execution and completion of the Work, which the Contractor makes reasonable objection. whether temporary or permanent and whether or not incorpo- 3.8.2 Unless otherwise provided in the Contract Documents: rated or to be incorporated in the Work. .1 materials and equipment under an allowance shall be 3.4.2 The Contractor shall enforce strict discipline and good selected promptly by the Owner to avoid delay in the order among the Contractor's employees and other persons Work; carrying out the Contract. The Contractor shall not permit .2 allowances shall cover the cost to the Contractor of employment of unfit persons or persons not skilled in tasks materials and equipment delivered at the site and all assigned to them. required taxes, less applicable trade discounts; AIA DOCUMENT A201 •GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION• FOURTEENTH EDITION 8 A201-1987 AIA® •©1987 THE.AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.200(K) .3 Contractor's costs for unloading and handling at the which submittals are required the way the Contractor proposes site, labor, installation costs, overhead, profit and to conform to the information given and the design concept other expenses contemplated for stated allowance expressed in the Contract Documents, Review by the Architect amounts shall be included in the Contract Sum and is subject to the limitations of Subparagraph 4.2.7. not in the allowances; .4 whenever costs are more or than allowances, 3.12.5 The Contractor shall review,approve and submit to the the Contract morshale thanbe adjusted lesssd can allowances, ngly by Architect Shop Drawings, Product Data, Samples and similar Contract SumThe amount of the e:barge Order shall submittals required by the Contract Documents with reason- Changeable promptness and in such sequence as to cause no delay in reflect(1)the difference between actual costs and the the Work or in the activities of the Owner or of separate con- allowances under Clause 3.8.2.2 and (2) changes in tractors. Submittals made by the Contractor which are not Contractor's costs under Clause 3.8.2.3. required by the Contract Documents may be returned without 3.9 SUPERINTENDENT action. 3.9.1 The Contractor shall employ a competent superinten- 3.12.6 The Contractor shall perform no portion of the Work dent and necessary assistants who shall he in attendance at the requiring submittal and review of Shop Drawings, Product Project site during performance of the Work. The superinten- Data, Samples or similar submittals until the respective submit- dent shall represent the Contractor,and communications given tal has been approved by the Architect. Such Work shall be in to the superintendent shall be as binding as if given to the Con- accordance with approved submittals. tractor. Important communications shall be confirmed in writ- ing. Other communications shall be similarly confirmed on 3.12.7 By approving and submitting Shop Drawings, Product written request in each case. Data, Samples and similar submittals, the Contractor represents 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto,or 3.10.1 The Contractor,promptly after being awarded the Con- will do so, and has checked and coordinated the information tract, shall prepare and submit for the Owner's and Architect's contained within such submittals with the requirements of the information a Contractor's construction schedule for the Work. Work and of the Contract Documents. The schedule shall not exceed time limits current under the Contract Documents.shall be revised at appropriate intervals as 3.12.8 The Contractor shall not be relieved of responsibility required by the conditions of the Work and Project, shall be for deviations from requirements of the Contract Documents related to the entire Project to the extent required by the Con- by the Architect's approval of Shop Drawings, Product Data, tract Documents, and shall provide for expeditious and practi- Samples or similar submittals unless the Contractor has cable execution of the Work. specifically informed the Architect in writing of such deviation at the time of submittal and the Architect has given written 3.10.2 The Contractor shall prepare and keep current, for the approval to the specific deviation. The Contractor shall not be Architect's approval, a schedule of submittals which is coordi- relieved of responsibility for errors or omissions in Shop Draw- nated with the Contractor's construction schedule and allows ings, Product Data, Samples or similar submittals by the Archi- the Architect reasonable time to review submittals. tect's approval thereof. 3.10.3 The Contractor shall conform to the most recent 3.12.9 The Contractor shall direct specific attention, in writing schedules. or on resubmitted Shop Drawings, Product Data, Samples or 3.11 DOCUMENTS AND SAMPLES AT THE SITE similar submittals, to revisions other than those requested by the Architect on previous submittals. 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, addenda, 3.12.10 Informational submittals upon which the Architect is Change Orders and other Modifications, in good order and not expected to take responsive action may be so identified in marked currently to record changes and selections made during the Contract Documents. construction, and in addition approved Shop Drawings, Prod- 3.12.11 When professional certification of performance criteria uct Data, Samples and similar required submittals. These shall of materials, systems or equipment is required by the Contract he available to the Architect and shall be delivered to the Archi- Documents, the Architect shall be entitled to rely upon the tect for submittal to the Owner upon completion of the Work. accuracy and completeness of such calculations and certifi- 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES cations. 3.12.1 Shop Drawings are drawings, diagrams, schedules and 3.13 USE OF SITE other data specially prepared for the Work by the Contractor or 3.13.1 The Contractor shall confine operations at the site to a Subcontractor, Sub-subcontractor, manufacturer, supplier or areas permitted by law, ordinances, permits and the Contract distributor to illustrate some portion of the Work. Documents and shall not unreasonably encumber the site with 3.12.2 Product Data are illustrations, standard schedules, per- materials or equipment. formance charts, instructions, brochures, diagrams and other 3.14 CUTTING AND PATCHING information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts 3.12.3 Samples are physical examples which illustrate fit together properly. materials, equipment or workmanship and establish standards by which the Work will he judged. 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the 3.12.4 Shop Drawings, Product Data, Samples and similar sub- Owner or separate contractors by cutting, patching or other- mittals are not Contract Documents, The purpose of their sub- wise altering such construction,or by excavation.The Contrac- mittal is to demonstrate for those portions of the Work for for shall not cut or otherwise alter such construction by the AIA DOCUMENT A201 • GENERAI.CONDITIONS OF TIIE CONTRACT FOR CONSTRUCTION• FOURTEENTH EDITION AIA" • ". C)57 THE AMERICAN INSTITUTE OF ARCHITECTS, 1-35 NEW YORK AVENUE,N W,'A'ASIIINGTON,I)C.20)00 A201-1987 9 Owner or a separate contractor except with written consent of tect's consultants, and agents and employees of any of them the Owner and of such separate contractor;such consent shall arising out of(1)the preparation or approval of maps,drawings, not be unreasonably withheld. The Contractor shall not unrea- opinions,reports,surveys,Change Orders,designs or specifica- sonably withhold from the Owner or a separate contractor the tions, or (2) the giving of or the failure to give directions or Contractor's consent to-cutting or otherwise altering the Work. instructions by the Architect, the Architect's consultants, and agents and employees of any of them provided such giving or 3.15 CLEANING UP failure to give is the primary cause of the injury or damage. 3.15.1 The Contractor shall keep the premises and surround- ing area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the ARTICLE 4 Work the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, construction ADMINISTRATION OF THE CONTRACT equipment, machinery and surplus materials. 4.1 ARCHITECT 3.15.2 If the Contractor fails to clean up as provided in the 4.1.1 The Architect is the person lawfully licensed to practice Contract Documents, the Owner may do so and the cost architecture or an entity lawfully practicing architecture iden- thereof shall be charged to the Contractor. tilled as such in the Agreement and is referred to throughout 3.16 ACCESS TO WORK the Contract Documents as if singular in number. The term 3.16.1 The Contractor shall provide the Owner and Architect "Architect" means the Architect or the Architect's authorized access to the Work in preparation and progress wherever representative. located. 4.1.2 Duties, responsibilities and limitations of authority of the 3.17 ROYALTIES AND PATENTS Architect as set forth in the Contract Documents shall not be restricted,modified or extended without written consent of the 3.17.1 The Contractor shall pay all royalties and license fees. Owner, Contractor and Architect. Consent shall not be unrea- The Contractor shall defend suits or claims for infringement of sonably withheld. patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for 4.1.3 In case of termination of employment of the Architect, such defense or loss when a particular design,process or prod- the Owner shall appoint an architect against whom the Con- uct of a particular manufacturer or manufacturers is required by tractor makes no reasonable objection and whose status under the Contract Documents. However, if the Contractor has rea- the Contract Documents shall be that of the former architect. son to believe that the required design,process or product is an 4.1.4 Disputes arising under Subparagraphs 4.1.2 and 4.1.3 infringement of a patent,the Contractor shall be responsible for shall be subject to arbitration. such loss unless such information is promptly furnished to the Architect. 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT 3.18 INDEMNIFICATION 4.2.1 The Architect will provide administration of the Contract 3.18.1 To the fullest extent permitted by law, the Contractor as described in the Contract Documents, and will be the shall indemnify and hold harmless the Owner,Architect,Archi- Owner's representative (1) during construction, (2) until final tect's consultants, and agents and employees of any of them payment is due and (3) with the Owner's concurrence, from from and against claims, damages, losses and expenses, includ- time to time during the correction period described in Para- ing but not limited to attorneys' fees,arising out of or resulting graph 12.2. The Architect will advise and consult with the from performance of the Work,provided that such claim,dam- Owner.The Architect will have authority to act on behalf of the age, loss or expense is attributable to bodily injury, sickness, Owner only to the extent provided in the Contract Documents, disease or death,or to injury to or destruction of tangible prop- unless otherwise modified by written instrument in accordance erty(other than the Work itself)including loss of use resulting with other provisions of the Contract. therefrom,but only to the extent caused in whole or in part by negligent acts or omissions of the Contractor, a Subcontractor, 4.2.2 The Architect will visit the site at intervals appropriate to anyone directly or indirectly employed by them or anyone for the stage of construction to become generally familiar with the whose acts they may be liable, regardless of whether or not progress and quality of the completed Work and to determine such claim,damage,loss or expense is caused in part by a party in general if the Work is being performed in a manner indicat- indemnified hereunder. Such obligation shall not be construed ing that the Work,when completed,will be in accordance with to negate, abridge, or reduce other rights or obligations of the Contract Documents. However, the Architect will not be indemnity which would otherwise exist as to a party or person required to make exhaustive or continuous on-site inspections described in this Paragraph 3.18. to check quality or quantity of the Work. On the basis of on- site observations as an architect, the Architect will keep the 3.18.2 In claims against any person or entity indemnified Owner informed of progress of the Work,and will endeavor to under this Paragraph 3.18 by an employee of the Contractor,a guard the Owner against defects and deficiencies in the Work. Subcontractor,anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnifica 4.2.3 The Architect will not have control over or charge of and tion obligation under this Paragraph 3.18 shall not be limited by will not be responsible for construction means, methods, a limitation on amount or type of damages, compensation or techniques,sequences or procedures,or for safety precautions benefits payable by or for the Contractor or a Subcontractor and programs in connection with the Work, since these are under workers' or workmen's compensation acts, disability solely the Contractor's responsibility as provided in Paragraph benefit acts or other employee benefit acts. 3.3. The Architect will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract 3.18.3 The obligations of the Contractor under this Paragraph Documents. The Architect will not have control over or charge 3.18 shall not extend to the liability of the Architect, the Archi- of and will not be responsible for acts or omissions of the Con- AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION• FOURTEENTH EDITION 10 A201-1987 AIA • 1987 THE.AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W,WASHINGTON,D .20006 tractor, Subcontractors,or their agents or employees,or of any out the Architect's responsibilities at the site. The duties, other persons performing portions of the Work. responsibilities and limitations of authority of such project 4.2.4 Communications Facilitating Contract Adminlstre- representatives shall be as set forth in an exhibit to be incorpo- rated in the Contract Documents. tion. Except as otherwise provided in the Contract Documents or when direct communications have been specially autho- 4.2.11 The Architect will interpret and decide matters concern- rized, the Owner and Contractor shall endeavor to communi- ing performance under and requirements of the Contract cate through the Architect. Communications by and with the Documents on written request of either the Owner or Contrac- Architect's consultants shall be through the Architect. Commu- tor. The Architect's response to such requests will be made nications by and with Subcontractors and material suppliers with reasonable promptness and within any time limits agreed shall be through the Contractor. Communications by and with upon. If no agreement is made concerning the time within separate contractors shall be through the Owner. which interpretations required of the Architect shall be fur- 4.2.5 Based on the Architect's observations and evaluations of Wished in compliance with this Paragraph 4.2, then delay shall the Contractor's Applications for Payment, the Architect will not be recognized on account of failure by the Architect to fur- review and certify the amounts due the Contractor and will nish such interpretations until 15 days after written request is issue Certificates for Payment in such amounts. made for them. 4.2.6 The Architect will have authority to reject Work which 4.2.12 Interpretations and decisions of the Architect will he does not conform to the Contract Documents. Whenever the consistent with the intent of and reasonably inferable from the Architect considers it necessary or advisable for implementa- Contract Documents and will he in writing or in the form of tion of the intent of the Contract Documents,the Architect will drawings.When making such interpretations and decisions,the have authority to require additional inspection or testing of the Architect will endeavor to secure faithful performance by both Work in accordance with Subparagraphs 13.5.2 and 13.5.3, Owner and Contractor, will not show partiality to either and whether or not such Work is fabricated,installed or completed. will not he liable for results of interpretations or decisions so However, neither this authority of the Architect nor a decision rendered in good faith. made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Archi 4.2.13 The Architect's decisions on matters relating to aesthetic tect to the Contractor, Subcontractors, material and equipment effect will be final if consistent with the intent expressed in the suppliers,their agents or employees,or other persons perform Contract Documents. ing portions of the Work. 4.3 CLAIMS AND DISPUTES 4.2.7 The Architect will review and approve or take other appropriate action upon the Contractor's submittals such as 4.3.1 Definition. A Claim is a demand or assertion by one of Shop Drawings, Product Data and Samples, but only for the the parties seeking, as a matter of right,adjustment or interpre- limited purpose of checking for conformance with information tation of Contract terms,payment of money,extension of time given and the design concept expressed in the Contract Docu- or other relief with respect to the terms of the Contract. The ments. The Architect's action will he taken with such reason- term "Claim" also includes other disputes and matters in ques- able promptness as to cause no delay in the Work or in the tion between the Owner and Contractor arising out of or relat- activities of the Owner, Contractor or separate contractors, ing to the Contract. Claims must be made by written notice. while allowing sufficient time in the Architect's professional The responsibility to substantiate Claims shall rest with the judgment to permit adequate review.Review of such submittals party making the Claim. is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and 4.3.2 Decision of Architect. Claims, including those alleging quantities, or for substantiating instructions for installation or an error or omission by the Architect, shall be referred initially performance of equipment or systems,all of which remain the to the Architect for action as provided in Paragraph 4.4.A deci- responsibility of the Contractor as required by the Contract sion by the Architect, as provided in Subparagraph 4.4.4,shall Documents. The Architect's review of the Contractor's submit- be required as a condition precedent to arbitration or litigation tals shall not relieve the Contractor of the obligations under of a Claim between the Contractor and Owner as to all such Paragraphs 3.3, 3.5 and 3.12. The Architect's review shall not matters arising prior to the date final payment is due, regardless constitute approval of safety precautions or, unless otherwise of(1)whether such matters relate to execution and progress of specifically stated by the Architect, of any construction means, the Work or(2) the extent to which the Work has been corn- methods,techniques,sequences or procedures.The Architect's pleted. The decision by the Architect in response to a Claim approval of a specific item shall not indicate approval of an shall not he a condition precedent to arbitration or litigation in assembly of which the item is a component. the event(I)the position of Architect is vacant,(2)the Architect has not received evidence or has failed to render a decision 4.2.8 The Architect will prepare Change Orders and Construe- within agreed time limits, (3) the Architect has failed to take tion Change Directives, and may authorize minor changes in action required under Subparagraph 4.4.4 within 30 days after the Work as provided in Paragraph 7.4. the Claim is made, (4)45 days have passed after the Claim has 4.2.9 The Architect will conduct inspections to determine the been referred to the Architect or (5) the Claim relates to a date or dates of Substantial Completion and the date of final mechanic's lien. completion, will receive and forward to the Owner for the 4.3.3 Time Limits on Claims. Claims by either party must be Owner's review and records written warranties and related documents required by the Contract and assembled by the made within 21 days after occurrence of the event giving rise to Contractor, and will issue a final Certificate for Payment upon such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim,whichever is later.Claims compliance with the requirements of the Contract Documents. must be made by written notice, An additional Claim made 4.2.10 If the Owner and Architect agree,the Architect will pro- after the initial Claim has been implemented by Change Order vide one or more project representatives to assist in carrying will not be considered unless submitted in a timely manner, AIA DOCUMENT A201 •GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • FOURTEENTH EDITION AIA` •'':;1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1'35 NEW YORK AVENUE,NW.,WASHINGTON,D.0 20000 A201-1987 11 4.3.4 Continuing Contract Performance. Pending final reso- substantiating that weather conditions were abnormal for the lution of a Claim including arbitration, unless otherwise agreed period of time and could not have been reasonably anticipated, in writing the Contractor shall proceed diligently with perfor- and that weather conditions had an adverse effect on the mance of the Contract and the Owner shall continue to make scheduled construction. payments in accordance with the Contract Documents. 4.3.9 Injury or Damage to Person or Property. If either party 4.3.5 Waiver of Claims: Final Payment. The making of final to the Contract suffers injury or damage to person or property payment shall constitute a waiver of Claims by the Owner because of an act or omission of the other party,of any of the except those arising from: other party's employees or agents, or of others for whose acts .1 liens, Claims,security interests or encumbrances aris- such party is legally liable, written notice of such injury or ing out of the Contract and unsettled; damage, whether or not insured, shall be given to the other ▪2 failure of the Work to comply with the requirements party within a reasonable time not exceeding 21 days after first of the Contract Documents; or observance. The notice shall provide sufficient detail to enable the other party to investigate the matter. If a Claim for addi- .3 terms of special warranties required by the Contract tional cost or time related to this Claim is to be asserted,it shall Documents. be filed as provided in Subparagraphs 4.3.7 or 4.3.8. 4.3.6 Claims for Concealed or Unknown Conditions. If con- 4.4 RESOLUTION OF CLAIMS AND DISPUTES ditions are encountered at the site which are(1)subsurface or otherwise concealed physical conditions which differ mated- 4.4.1 The Architect will review Claims and take one or more of ally from those indicated in the Contract Documents or (2) the following preliminary actions within ten days of receipt of a unknown physical conditions of an unusual nature, which dif- Claim:(1)request additional supporting data from the claimant, fer materially from those ordinarily found to exist and generally (2)submit a schedule to the parties indicating when the Archi- recognized as inherent in construction activities of the tect expects to take action, (3) reject the Claim in whole or in character provided for in the Contract Documents,then notice part, stating reasons for rejection, (4) recommend approval of by the observing party shall be given to the other party the Claim by the other party or(5)suggest a compromise. The promptly before conditions are disturbed and in no event later Architect may also, but is not obligated to, notify the surety, if than 21 days after first observance of the conditions.The Archi- any, of the nature and amount of the Claim. tett will promptly investigate such conditions and,if they differ materially and cause an increase or decrease in the Contractor's 4.4.2 If a Claim has been resolved,the Architect will prepare or cost of, or time required for, performance of any part of the obtain appropriate documentation. Work,will recommend an equitable adjustment in the Contract 4.4.3 If a Claim has not been resolved, the party making the Sum or Contract Time,or both. If the Architect determines that Claim shall, within ten days after the Architect's preliminary the conditions at the site are not materially different from those response, take one or more of the following actions:(1)submit indicated in the Contract Documents and that no change in the additional supporting data requested by the Architect, (2) terms of the Contract is justified, the Architect shall so notify modify the initial Claim or(3)notify the Architect that the initial the Owner and Contractor in writing, stating the reasons. Claim stands. Claims by either party in opposition to such determination must be made within 21 days after the Architect has given 4.4.4 if a Claim has not been resolved after consideration of the notice of the decision. If the Owner and Contractor cannot foregoing and of further evidence presented by the parties or agree on an adjustment in the Contract Sum or Contract Time, requested by the Architect, the Architect will notify the parties the adjustment shall he referred to the Architect for initial deter- in writing that the Architect's decision will be made within mination,subject to further proceedings pursuant to Paragraph seven days, which decision shall he final and binding on the 4.4. parties but subject to arbitration. Upon expiration of such time 4.3.7 Claims for Additional Cost. If the Contractor wishes to period, the Architect will render to the parties the Architect's make Claim for an increase in the Contract Sum,written notice written decision relative to the Claim, including any change in as provided herein shall be given before proceeding to execute the Contract Sum or Contract Time or both. If there is a surety the Work. Prior notice is not required for Claims relating to an and there appears to be a possibility of a Contractor's default, emergency endangering life or property arising under Para- the Architect may, but is not obligated to, notify the surety and graph 10.3. If the Contractor believes additional cost is request the surety's assistance in resolving the controversy. involved for reasons including but not limited to (1)a written interpretation from the Architect,(2)an order by the Owner to 4.5 ARBITRATION stop the Work where the Contractor was not at fault,(3)a writ- 4.5.1 Controversies and Claims Subject to Arbitration. Any ten order for a minor change in the Work issued by the Archi- controversy or Claim arising out of or related to the Contract, tect,(4)failure of payment by the Owner,(5)termination of the or the breach thereof, shall he settled by arbitration in accor- Contract by the Owner, (6) Owner's suspension or (7) other dance with the Construction Industry Arbitration Rules of the reasonable grounds,Claim shall be filed in accordance with the American Arbitration Association, and judgment upon the procedure established herein. award rendered by the arbitrator or arbitrators may be entered 4.3.8 Claims for Additional Time in any court having jurisdiction thereof, except controversies 4.3.8.1 If the Contractor wishes to make Claim for an increase or Claims relating to aesthetic effect and except those waived as in the Contract Time,written notice as provided herein shall be provided for in Subparagraph 4.3.5. Such controversies or given. The Contractor's Claim shall include an estimate of cost Claims upon which the Architect has given notice and rendered and of probable effect of delay on progress of the Work. In the a decision as provided in Subparagraph 4.4.4 shall be subject to case of a continuing delay only one Claim is necessary. arbitration upon written demand of either party. Arbitration may he commenced when 45 days have passed after a Claim 4.3.8.2 If adverse weather conditions are the basis for a Claim has been referred to the Architect as provided in Paragraph 4.3 for additional time, such Claim shall be documented by data and no decision has been rendered. AIA DOCUMENT A201 •GENERAL CONDITIONS OF TI IF.CONTRACT FOR CONSTRICTION• FOl"RTEEN'FH EDITION 12 A201-1987 ALA" • (c,;1987 THE AMERICAN INSTITUTE OFARCIIITECTS,1-35 NEW YORK AVENUE.N W.,WASHINGTON,I)C _.0006 4.5.2 Rules and Notices for Arbitration. Claims between the 4.5.6 Claims and Timely Assertion of Claims. A party who Owner and Contractor not resolved under Paragraph 4.4 shall, files a notice of demand for arbitration must assert in the if subject to arbitration under Subparagraph 4.5.1, be decided demand all Claims then known to that party on which arhitra- by arbitration in accordance with the Construction Industry tion is permitted to be demanded.When a party fails to include Arbitration Rules of the American Arbitration Association cur- a Claim through oversight, inadvertence or excusable neglect, rently in effect, unless the parties mutually agree otherwise, or when a Claim has matured or been acquired subsequently, Notice of demand for arbitration shall be filed in writing with the arbitrator or arbitrators may permit amendment. the other party to the Agreement between the Owner and Con- tractor and with the American Arbitration Association, and a 4.5.7 Judgment on Final Award. The award rendered by the copy shall be filed with the Architect. arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court 4.5.3 Contract Performance During Arbitration. During arbi- having jurisdiction thereof. tration proceedings, the Owner and Contractor shall comply with Subparagraph 4.3.4. ARTICLE 5 4.5.4 When Arbitration May Be Demanded.Demand for arbi- tration of any Claim may not be made until the earlier of(1)the SUBCONTRACTORS date on which the Architect has rendered a final written deci 5.1 DEFINITIONS sion on the Claim, (2) the tenth day after the parties have pre- sented evidence to the Architect or have been given reasonable 5.1.1 A Subcontractor is a person or entity who has a direct opportunity to do so, if the Architect has not rendered a final contract with the Contractor to perform a portion of the Work written decision by that date, or (3) any of the five events at the site. The term "Subcontractor" is referred to throughout described in Subparagraph 4.3.2, the Contract Documents as if singular in number and means a 4.5.4.1 When a written decision of the Architect states that (I) Subcontractor or an authorized representative of the Subcon- the decision is final but subject to arbitration and(2)a demand tractor. The term "Subcontractor" does not include a separate for arbitration of a Claim covered by such decision must be contractor or subcontractors of a separate contractor. made within 30 days after the date on which the party making 5.1.2 A Sub-subcontractor is a person or entity who has a the demand receives the final written decision, then failure to direct or indirect contract with a Subcontractor to perform a demand arbitration within said 30 days' period shall result in portion of the Work at the site. The term "Sub-subcontractor" the Architect's decision becoming final and binding upon the is referred to throughout the Contract Documents as if singular Owner and Contractor. If the Architect renders a decision after in number and means a Sub-subcontractor or an authorized arbitration proceedings have been initiated, such decision may representative of the Sub-subcontractor. he entered as evidence,but shall not supersede arbitration pro- ceedings unless the decision is acceptable to all parties 5.2 AWARD OF SUBCONTRACTS AND OTHER concerned. CONTRACTS FOR PORTIONS OF THE WORK 4.5.4.2 A demand for arbitration shall be made within the time 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as prac- limits specified in Subparagraphs 4.5.1 and 4.5.4 and Clause ticable after award of the Contract, shall furnish in writing to 4.5.4.1 as applicable, and in other cases within a reasonable the Owner through the Architect the names of persons or enti- time after the Claim has arisen,and in no event shall it he made ties(including those who are to furnish materials or equipment after the date when institution of legal or equitable proceedings fabricated to a special design)proposed for each principal por- based on such Claim would he barred by the applicable statute tion of the Work.The Architect will promptly reply to the Con- of limitations as determined pursuant to Paragraph 13.7. tractor in writing stating whether or not the Owner or the 4.5.5 Limitation on Consolidation or Joinder. No arbitration Architect, after due investigation, has reasonable objection to arising out of or relating to the Contract Documents shall any such proposed person or entity. Failure of the Owner or include, by consolidation or joinder or in any other manner, Architect to reply promptly shall constitute notice of no reason- the Architect, the Architect's employees or consultants, except able objection. by written consent containing specific reference to the Agree 5.2.2 The Contractor shall not contract with a proposed per- ment and signed by the Architect, Owner, Contractor and any son or emits' to whom the Owner or Architect has made rea- other person or entity sought to be joined. No arbitration shall sonable and timely objection. The Contractor shall not he include, by consolidation or joinder or in any other manner, required to contract with anyone to whom the Contractor has parties other than the Owner, Contractor, a separate contrac made reasonable objection. tor as described in Article 6 and other persons substantially involved in a common question of fact or law whose presence 5.2.3 If the Owner or Architect has reasonable objection to a is required if complete relief is to be'accorded in arbitration.No person or entity proposed by the Contractor, the Contractor person or entity other than the Owner,Contractor or a separate shall propose another to whom the Owner or Architect has no contractor as described in Article 6 shall he included as an orig- reasonable objection. The Contract Sum shall be increased or inal third party or additional third party to an arbitration whose decreased by the difference in cost occasioned by such change interest or responsibility is insubstantial. Consent to arbitration and an appropriate Change Order shall he issued. However, no involving 'an additional person or entity shall not constitute increase in the Contract Sum shall he allowed for such change consent to arbitration of a dispute not described therein or with unless the Contractor has acted promptly and responsively in a person or entity not named or described therein, The fore- submitting names as required. going agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties 5.2.4 The Contractor shall not change a Subcontractor,person to the Agreement shall be specifically enforceable under appli- or entity previously selected if the Owner or Architect makes cable law in any court having jurisdiction thereof. reasonable objection to such change. AIA DOCUMENT A201 • GENERAL.CONDITIONS OF THE CONTRACT FOR CONSTRICTION• FOERTEEN'I'H EDITION AIA' • gC I9ti"TIIE AMERICAN INSTITI'TE OF ARCHITECTS, 1-35 NEW YORK AVENI'E,N W.,WASHINGTON,D C. 01)00 A201-1987 13 5.3 SUBCONTRACTUAL RELATIONS 6.1.3 The Owner shall provide for coordination of the activi- 5.3.1 By appropriate agreement,written where legally required ties of the Owner's own forces and of each separate contractor for validity, the Contractor shall require each Subcontractor, to with the Work of the Contractor, who shall cooperate with the extent of the Work to be performed by the Subcontractor, them. The Contractor shall participate with other separate Ion to he bound to the Contractor by terms of the Contract Docu tractors and the Owner in reviewing their construction sched- ments,and to assume toward the Contractor all the obligations ules when directed to do so. The Contractor shall make any and responsibilities which the Contractor, by these Docu revisions to the construction schedule and Contract Sum ments,assumes toward the Owner and Architect.Each subcon- deemed necessary after a joint review and mutual agreement. tract agreement shall preserve and protect the rights of the The construction schedules shall then constitute the schedules Owner and Architect under the Contract Documents with to be used by the Contractor, separate contractors and the respect to the Work to be performed by the Subcontractor so Owner until subsequently revised. that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided 6.1.4 Unless otherwise provided in the Contract Documents, otherwise in the subcontract agreement, the benefit of all when the Owner performs construction or operations related rights, remedies and redress against the Contractor that the to the Project with the Owner's own forces,the Owner shall be Contractor, by the Contract Documents, has against the deemed to be subject to the same obligations and to have the Owner. Where appropriate, the Contractor shall require each same rights which apply to the Contractor under the Condi- Subcontractor to enter into similar agreements with Sub-sub tions of the Contract, including, without excluding others, Sub-sub- contractors. The Contractor shall make available to each pro those stated in Article 3, this Article 6 and Articles 10, 11 posed Subcontractor,prior to the execution of the subcontract and 12. agreement, copies of the Contract Documents to which the 6.2 MUTUAL RESPONSIBILITY Subcontractor will be bound,and, upon written request of the Subcontractor, identify to the Subcontractor terms and condi- 6.2.1 The Contractor shall afford the Owner and separate con- tions of the proposed subcontract agreement which may be at tractors reasonable opportunity for introduction and storage of variance with the Contract Documents. Subcontractors shall their materials and equipment and performance of their activi- similarly make copies of applicable portions of such documents ties and shall connect and coordinate the Contractor's con- available to their respective proposed Sub-subcontractors. struction and operations with theirs as required by the Contract 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS Documents. 5.4.1 Each subcontract agreement for a portion of the Work is 6.2.2 If part of the Contractor's Work depends for proper assigned by the Contractor to the Owner provided that: execution or results upon construction or operations by the 1 assignment is effective only after termination of the Owner or a separate contractor, the Contractor shall, prior to Contract by the Owner for cause pursuant to Para- proceeding with that portion of the Work, promptly report to graph 14.2 and only for those subcontract agreements the Architect apparent discrepancies or defects in such other which the Owner accepts by notifying the Subcon- construction that would render it unsuitable for such proper tractor in writing; and execution and results. Failure of the Contractor so to report 2 is subject to the prior of the surety, shall constitute an acknowledgment that the Owner's or sepa- ifany,assignmentis obligated under bond relating rightso the Contract, rate contractors'completed or partially completed construction is fit and proper to receive the Contractor's Work,except as to 5.4.2 If the Work has been suspended for more than 30 days, defects not then reasonably discoverable. the Subcontractor's compensation shall he equitably adjusted. 6.2.3 Costs caused by delays or by improperly timed activities or defective construction shall be borne by the party responsi- ARTICLE 6 ble therefor. BY OWNER 6.2.4 The Contractor shall promptly remedy damage wrong- CONSTRUCTIONfully caused by the Contractor to completed or partially coin- OR BY SEPARATE CONTRACTORS pleted construction or to property of the Owner or separate 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION contractors as provided in Subparagraph 10.2.5. AND TO AWARD SEPARATE CONTRACTS 6.2.5 Claims and other disputes and matters in question 6.1.1 The Owner reserves the right to perform construction or between the Contractor and a separate contractor shall be sub- operations related to the Project with the Owner's own forces, ject to the provisions of Paragraph 4.3 provided the separate and to award separate contracts in connection with other por- contractor has reciprocal obligations. tions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially 6.2.6 The Owner and each separate contractor shall have the similar to these including those portions related to insurance same responsibilities for cutting and patching as are described and waiver of subrogation. If the Contractor claims that delay for the Contractor in Paragraph 3.14. or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided else- 6.3 OWNER'S RIGHT TO CLEAN UP where in the Contract Documents. 6.3.1 If a dispute arises among the Contractor, separate con- 6.1.2 When separate contracts are awarded for different por- tractors and the Owner as to the responsibility under their tions of the Project or other construction or operations on the respective contracts for maintaining the premises and surround- site, the term "Contractor" in the Contract Documents in each ing area free from waste materials and rubbish as described in case shall mean the Contractor who executes each separate Paragraph 3.15, the Owner may clean up and allocate the cost Owner-Contractor Agreement. among those responsible as the Architect determines to be just. AIA DOCUMENT A201 •GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION• FOURTEENTH EDITION 14 A201-1987 AIA`" •01987 THE.AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,1).0 20006 ARTICLE 7 .3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percent- CHANGES IN THE WORK age fee; or .4 as provided in Subparagraph 7.3.6. 7.1 CHANGES 7.3.4 Upon receipt of a Construction Change Directive, the 7.1.1 Changes in the Work may be accomplished after execu- Contractor shall promptly proceed with the change in the tion of the Contract, and without invalidating the Contract, by Work involved and advise the Architect of the Contractor's Change Order, Construction Change Directive or order for a agreement or disagreement with the method, if any, provided minor change in the Work, subject to the limitations stated in in the Construction Change Directive for determining the pro- this Article 7 and elsewhere in the Contract Documents. posed adjustment in the Contract Sum or Contract Time. 7.1.2 A Change Order shall be based upon agreement among 7.3.5 A Construction Change Directive signed by the Contrac- the Owner, Contractor and Architect; a Construction Change tor indicates the agreement of the Contractor therewith,includ- Directive requires agreement by the Owner and Architect and ing adjustment in Contract Sum and Contract Time or the may or may not be agreed to by the Contractor; an order for a method for determining them. Such agreement shall be effec- minor change in the Work may be issued by the Architect tive immediately and shall be recorded as a Change Order. alone. 7.3.6 If the Contractor does not respond promptly or disagrees 7.1.3 Changes in the Work shall be performed under appli- with the method for adjustment in the Contract Sum, the cable provisions of the Contract Documents, and the Contrac- method and the adjustment shall be determined by the Archi- tor shall proceed promptly, unless otherwise provided in the tect on the basis of reasonable expenditures and savings of Change Order, Construction Change Directive or order for a those performing the Work attributable to the change, includ- minor change in the Work. ing, in case of an increase in the Contract Sum, a reasonable 7.1.4 If unit prices are stated in the Contract Documents or allowance for overhead and profit.In such case,and also under subsequently agreed upon, and if quantities originally con- Clause 7.3.3.3, the Contractor shall keep and present, in such templated are so changed in a proposed Change Order or Con- struction as the Architect may prescribe, an itemized accounting struction Change Directive that application of such unit prices together with appropriate supporting data. Unless otherwise to quantities of Work proposed will cause substantial inequity provided in the Contract Documents,costs for the purposes of to the Owner or Contractor, the applicable unit prices shall be this Subparagraph 7.3.6 shall be limited to the following: equitably adjusted. .1 costs of labor, including social security, old age and 7.2 CHANGE ORDERS unemployment insurance, fringe benefits required by agreement or custom, and workers' or workmen's 7.2.1 A Change Order is a written instrument prepared by the compensation insurance; Architect and signed by the Owner, Contractor and Architect, .2 costs of materials, supplies and equipment, includ- stating their agreement upon all of the following: ing cost of transportation, whether incorporated or .1 a change in the Work; consumed; .2 the amount of the adjustment in the Contract Sum, if .3 rental costs of machinery and equipment,exclusive of any; and hand tools, whether rented from the Contractor or .3 the extent of the adjustment in the Contract Time, if others; any. .4 costs of premiums for all bonds and insurance,permit fees, and sales, use or similar taxes related to the 7.2.2 Methods used in determining adjustments to the Contract Work; and Sum may include those listed in Subparagraph 7.3.3. .5 additional costs of supervision and field office person- 7.3 CONSTRUCTION CHANGE DIRECTIVES nel directly attributable to the change. 7.3.1 A Construction Change Directive is a written order pre 7,3.7 Pending final determination of cost to the Owner, pared by the Architect and signed by the Owner and Architect, amounts not in dispute may be included in Applications for directing a change in the Work and stating a proposed basis for adjustment, if any, in the Contract Sum or Contract Time, or Payment. The amount of credit to be allowed by the Contrac- both. The Owner may by Construction Change Directive, tor to the Owner for a deletion or change which results in a net con- without invalidating the Contract, order changes in the Work decrease in the Contract Sum shall be actual net cost as within the general scope of the Contract consisting of addi- firmed by the Architect. When both additions and credits tions, deletions or other revisions, the Contract Sum and Con covering related Work or substitutions are involved in a tract Time being adjusted accordingly. change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. 7.3.2 A Construction Change Directive shall be used in the 7.3.8 If the Owner and Contractor do not agree with the absence of total agreement on the terms of a Change Order. adjustment in Contract Time or the method for determining it, 7.3.3 If the Construction Change Directive provides for an the adjustment or the method shall be referred to the Architect adjustment to the Contract Sum, the adjustment shall be based for determination. on one of the following methods: 7.3.9 When the Owner and Contractor agree with the deter- .1 mutual acceptance of a lump sum properly itemized urination made by the Architect concerning the adjustments in and supported by sufficient substantiating data to per- the Contract Sum and Contract Time,or otherwise reach agree- mit evaluation; meet upon the adjustments, such agreement shall be effective .2 unit prices stated in the Contract Documents or sub- immediately and shall he recorded by preparation and execu- sequently agreed upon; tion of an appropriate Change Order. AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION•FOURTEENTH EDITION AIA® •© 987 THE AMERICAN INSTITUTE OF ARCHITECTS, I'35 NEW YORK AVENUE.N W.,WASHINGTON,D C.201)06 A201-1987 15 7.4 MINOR CHANGES IN THE WORK ARTICLE 9 7.4.1 The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or PAYMENTS AND COMPLETION extension of the Contract Time and not inconsistent with the 9.1 CONTRACT SUM intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner 9.1.1 The Contract Sum is stated in the Agreement and,includ and Contractor. The Contractor shall carry out such written ing authorized adjustments, is the total amount payable by the orders promptly. Owner to the Contractor for performance of the Work under the Contract Documents. ARTICLE 8 9.2 SCHEDULE OF VALUES 9.2.1 Before the first Application for Payment, the Contractor TIME shall submit to the Architect a schedule of values allocated to various portions of the Work, prepared in such form and sup- 8.1 DEFINITIONS ported by such data to substantiate its accuracy as the Architect 8.1.1 Unless otherwise provided, Contract Time is the period may require.This schedule,unless objected to by the Architect, of time, including authorized adjustments, allotted in the Con- shall be used as a basis for reviewing the Contractor's Applica- tract Documents for Substantial Completion of the Work. tions for Payment. 8.1.2 The date of commencement of the Work is the date 9.3 APPLICATIONS FOR PAYMENT established in the Agreement. The date shall not be postponed 9.3.1 At least ten days before the date established for each by the failure to act of the Contractor or of persons or entities progress payment, the Contractor shall submit to the Architect for whom the Contractor is responsible. an itemized Application for Payment for operations completed in accordance with the schedule of values. Such application 8.1.3 The date of Substantial Completion is the date certified shall be notarized, if required, and supported by such data by the Architect in accordance with Paragraph 9.8. substantiating the Contractor's right to payment as the Owner 8.1.4 The term "day"as used in the Contract Documents shall or Architect may require, such as copies of requisitions from mean calendar day unless otherwise specifically defined. Subcontractors and material suppliers, and reflecting retainage 8.2 PROGRESS AND COMPLETION if provided for elsewhere in the Contract Documents. 8.2.1 Time limits stated in the Contract Documents are of the 9.3.1.1 Such applications may include requests for payment on essence of the Contract. By executing the Agreement the(.;on_ account of changes in the Work which have been properly tractor confirms that the Contract Time is a reasonable period authorized by Construction Change Directives but not yet for performing the Work. included in Change Orders. 8.2.2 The Contractor shall not knowingly, except by agree- 9.3.1.2 Such applications may not include requests for pay- ment or instruction of the Owner in writing, prematurely cum- ment of amounts the Contractor does not intend to pay to a mence operations on the site or elsewhere prior to the effective Subcontractor or material supplier because of a dispute or other date of insurance required by Article 11 to be furnished by the reason. Contractor. The date of commencement of the Work shall not 9.3.2 Unless otherwise provided in the Contract Documents, he changed by the effective date of such insurance. Unless the payments shall he made on account of materials and equipment date of commencement is established by a notice to proceed delivered and suitably stored at the site for subsequent incur- given by the Owner, the Contractor shall notify the Owner in poration in the Work. If approved in advance by the Owner, writing not less than five days or other agreed period before payment may similarly he made for materials and equipment commencing the Work to permit the timely filing of mortgages, suitably stored off the site at a location agreed upon in writing, mechanic's liens and other security interests. Payment for materials and equipment stored on or off the site 8.2.3 The Contractor shall proceed expeditiously with ade shall he conditioned upon compliance by the Contractor with quate forces and shall achieve Substantial Completion within procedures satisfactory to the Owner to establish the Owner's the Contract Time. title to such materials and equipment or otherwise protect the Owner's interest, and shall include applicable insurance, 8.3 DELAYS AND EXTENSIONS OF TIME storage and transportation to the site for such materials and 8.3.1 If the Contractor is delayed at any time in progress of the equipment stored off the site. Work by an act or neglect of the Owner or Architect, or of an 9.3.3 The Contractor warrants that title to all Work covered by employee of either, or of a separate contractor employed by an Application for Payment will pass to the Owner no later than the Owner, or by changes ordered in the Work, or by labor the time of payment. The Contractor further warrants that disputes,fire,unusual delay in deliveries,unavoidable casualties upon submittal of an Application for Payment all Work for or other causes beyond the Contractor's control, or by delay which Certificates for Payment have been previously issued authorized by the Owner pending arbitration, or by other and payments received from the Owner shall, to the best of the causes which the Architect determines may justify delay, then Contractor's knowledge, information and belief, he free and the Contract Time shall be extended by Change Order for such clear of liens, claims, security interests or encumbrances in reasonable time as the Architect may determine. favor of the Contractor. Subcontractors, material suppliers, or 8.3.2 Claims relating to time shall he made in accordance with other persons or entities making a claim by reason of having applicable provisions of Paragraph 4.3. provided labor, materials and equipment relating to the Work. 8.3.3 This Paragraph 8.3 does not preclude recovery of dam- 9.4 CERTIFICATES FOR PAYMENT ages for delay by either party under other provisions of the 9.4.1 The Architect will, within seven clays after receipt of the Contract Documents. Contractor's Application for Payment, either issue to the AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION• FOURTEENTH EDITION 16 A201-1987 AIA` •©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,t'15 NEW YORK AVENUE,NW.,WASHINGTON,D,C.20006 Owner a Certificate for Payment, with a copy to the Contrac- 9.5.2 When the above reasons for withholding certification are tor, for such amount as the Architect determines is properly removed, certification will be made for amounts previously due, or notify the Contractor and Owner in writing of the withheld. Architect's reasons for withholding certification in whole or in 9.6 PROGRESS PAYMENTS part as provided in Subparagraph 9.5.1. 9.6.1 After the Architect has issued a Certificate for Payment, 9.4.2 The issuance of a Certificate for Payment will constitute a the Owner shall make payment in the manner and within the representation by the Architect to the Owner, based on the time provided in the Contract Documents, and shall so notify Architect's observations at the site and the data comprising the the Architect. Application for Payment, that the Work has progressed to the 9.6.2 The Contractor shall promptly pay each Subcontractor, point indicated and that, to the best of the Architect's knowl- upon receipt of payment from the Owner, out of the amount edge, information and belief, quality of the Work is in accor- paid to the Contractor on account of such Subcontractor's por- dance with the Contract Documents.The foregoing representa- tion of the Work, the amount to which said Subcontractor is tions are subject to an evaluation of the Work for conformance entitled,reflecting percentages actually retained from payments with the Contract Documents upon Substantial Completion, to to the Contractor on account of such Subcontractor's portion results of subsequent tests and inspections,to minor deviations of the Work. The Contractor shall, by appropriate agreement from the Contract Documents correctable prior to completion with each Subcontractor, require each Subcontractor to make and to specific qualifications expressed by the Architect. The payments to Sub-subcontractors in similar manner. issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the 9.6.3 The Architect will, on request, furnish to a Subcontrac- amount certified.However,the issuance of a Certificate for Pay- tor, if practicable, information regarding percentages of com- ment will not be a representation that the Architect has (1) pletion or amounts applied for by the Contractor and action made exhaustive or continuous on-site inspections to check the taken thereon by the Architect and Owner on account of por- quality or quantity of the Work, (2) reviewed construction tions of the Work done by such Subcontractor. means, methods, techniques, sequences or procedures, (i) 9.6.4 Neither the Owner nor Architect shall have an obligation reviewed copies of requisitions received from Subcontractors to pay or to see to the payment of money to a Subcontractor and material suppliers and other data requested by the Owner except as may otherwise be required by law. to substantiate the Contractor's right to payment or (4) made examination to ascertain how or for what purpose the Contrac- 9.6.5 Payment to material suppliers shall be treated in a manner tor has used money previously paid on account of the Contract similar to that provided in Subparagraphs 9.6.2,9.6.3 and 9.6.4. Sum. 9.6.6 A Certificate for Payment, a progress payment, or partial 9.5 DECISIONS TO WITHHOLD CERTIFICATION or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the 9.5.1 The Architect may decide not to certify payment and Contract Documents. may withhold a Certificate for Payment in whole or in part, to 9.7 FAILURE OF PAYMENT the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations tothe Owner required 9.7.1 If the Architect does not issue a Certificate for Payment, by Subparagraph 9.4.2 cannot be made. If the Architect is through no fault of the Contractor, within seven days after unable to certify payment in the amount of the Application,the receipt of the Contractor's Application for Payment, or if the Architect will notify the Contractor and Owner as provided in Owner does not pay the Contractor within seven days after the Subparagraph 9.4.1. If the Contractor and Architect cannot date established in the Contract Documents the amount cer- agree on a revised amount, the Architect will promptly issue a titled by the Architect or awarded by arbitration, then the Con Certificate for Payment for the amount for which the Architect tractor may, upon seven additional days' written notice to the is able to make such representations to the Owner. The Archi- Owner and Architect, stop the Work until payment of the tect may also decide not to certify payment or, because of amount owing has been received. The Contract Time shall be subsequently discovered evidence or subsequent observations, extended appropriately and the Contract Sum shall be may nullify the whole or a part of a Certificate for Payment increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up, which shall be accomplished as previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss because of: provided in Article 7. 9.8 SUBSTANTIAL COMPLETION .1 defective Work not remedied; 9.8.1 Substantial Completion is the stage in the progress of the .2 third party claims filed or reasonable evidence indicat- Work when the Work or designated portion thereof is suffi- ing probable filing of such claims; ciently complete in accordance with the Contract Documents .3 failure of the Contractor to make payments prop- so the Owner can occupy or utilize the Work for its intended erly to Subcontractors or for labor, materials or use. equipment; 4 reasonable evidence that the Work cannot be aim 9.8.2 When the Contractor considers that the Work,or a por- pleted for the unpaid balance of the Contract Sum; tion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit .5 damage to the Owner or another contractor; to the Architect a comprehensive list of items to be completed .6 reasonable evidence that the Work will not be corn- or corrected. The Contractor shall proceed promptly to com- pleted within the Contract Time,and that the unpaid plete and correct items on the list.Failure to include an item on balance would not be adequate to cover actual or such list does not alter the responsibility of the Contractor to liquidated damages for the anticipated delay; or complete all Work in accordance with the Contract Docu- .7 persistent failure to carry out the Work in accordance ments. Upon receipt of the Contractor's list, the Architect will with the Contract Documents. make an inspection to determine whether the Work or desig- AIA DOCUMENT A201 •GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION•FOURTEENTH EDITION AIA •©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,17i5 NEW YORK AVENUE,N.W.,WASHINGTON,D,C.2(I006 A201-1987 17 nated portion thereof is substantially complete. If the such inspection and,when the Architect finds the Work accept- Architect's inspection discloses any item, whether or not able under the Contract Documents and the Contract fully per- included on the Contractor's list, which is not in accordance formed, the Architect will promptly issue a final Certificate for with the requirements of the Contract Documents,the Contrac- Payment stating that to the best of the Architect's knowledge, tor shall, before issuance of the Certificate of Substantial Corn- information and belief, and on the basis of the Architect's pletion,complete or correct such item upon notification by the observations and inspections, the Work has been completed in Architect. The Contractor shall then submit a request for accordance with terms and conditions of the Contract Docu- another inspection by the Architect to determine Substantial ments and that the entire balance found to be due the Contrac- Completion. When the Work or designated portion thereof is for and noted in said final Certificate is due and payable. The substantially complete, the Architect will prepare a Certificate Architect's final Certificate for Payment will constitute a further of Substantial Completion which shall establish the date of Sub- representation that conditions listed in Subparagraph 9.10.2 as stantial Completion, shall establish responsibilities of the precedent to the Contractor's being entitled to final payment Owner and Contractor for security,maintenance,heat,utilities, have been fulfilled. damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list 9.10.2 Neither final payment nor any remaining retained accompanying the Certificate. Warranties required by the Con- percentage shall become due until the Contractor submits to tract Documents shall commence on the date of Substantial the Architect(1)an affidavit that payrolls,bills for materials and Completion of the Work or designated portion thereof unless equipment, and other indebtedness connected with the Work otherwise provided in the Certificate of Substantial Comple- for which the Owner or the Owner's property might be tion. The Certificate of Substantial Completion shall be sub- responsible or encumbered(less amounts withheld by Owner) mitted to the Owner and Contractor for their written accep- have been paid or otherwise satisfied, (2)a certificate evidenc- tance of responsibilities assigned to them in such Certificate. ing that insurance required by the Contract Documents to 9.8.3 Upon Substantial Completion of the Work or designated remain in force after final payment is currently in effect and will not he cancelled or allowed to expire until at least 30 days' portion thereof and upon application by the Contractor and prior written notice has been given to the Owner,(3)a written certification by the Architect, the Owner shall make payment, statement that the Contractor knows of no substantial reason reflecting adjustment in retainage, if any,for such Work or por- that the insurance will not be renewable to cover the period tion thereof as provided in the Contract Documents. required by the Contract Documents, (4) consent of surety, if 9.9 PARTIAL OCCUPANCY OR USE any, to final payment and(5), if required by the Owner, other data establishing payment or satisfaction of obligations,such as 9.9.1 The Owner may occupy or use any completed or par- receipts, releases and waivers of liens, claims,security interests tially completed portion of the Work at any stage when such or encumbrances arising out of the Contract, to the extent and portion is designated by separate agreement with the Contrac- in such form as may be designated by the Owner. If a Subcon- tor, provided such occupancy or use is consented to by the tractor refuses to furnish a release or waiver required by the insurer as required under Subparagraph 11.3.11 and authorized Owner, the Contractor may furnish a bond satisfactory to the by public authorities having jurisdiction over the Work. Such Owner to indemnify the Owner against such lien. If such lien partial occupancy or use may commence whether or not the remains unsatisfied after payments are made, the Contractor portion is substantially complete, provided the Owner and shall refund to the Owner all money that the Owner may be Contractor have accepted in writing the responsibilities compelled to pay in discharging such lien, including all costs assigned to each of them for payments, retainage if any, secu- and reasonable attorneys' fees. rity,maintenance,heat,utilities,damage to the Work and insur- ance,and have agreed in writing concerning the period for cor- 9.10.3 If, after Substantial Completion of the Work, final com- rection of the Work and commencement of warranties pletion thereof is materially delayed through no fault of the required by the Contract Documents. When the Contractor Contractor or by issuance of Change Orders affecting final considers a portion substantially complete,the Contractor shall completion, and the Architect so confirms, the Owner shall, prepare and submit a list to the Architect as provided under upon application by the Contractor and certification by the Subparagraph 9.8.2. Consent of the Contractor to partial occu- Architect,and without terminating the Contract,make payment pancy or use shall not be unreasonably withheld. The stage of of the balance due for that portion of the Work fully completed the progress of the Work shall he determined by written agree- and accepted. If the remaining balance for Work not fully com- ment between the Owner and Contractor or,if no agreement is pleted or corrected is less than retainage stipulated in the Con- reached, by decision of the Architect. tract Documents,and if bonds have been furnished,the written consent of surety to payment of the balance due for that por- 9.9.2 Immediately prior to such partial occupancy or use, the tion of the Work fully completed and accepted shall be submit- Owner, Contractor and Architect shall jointly inspect the area ted by the Contractor to the Architect prior to certification of to be occupied or portion of the Work to be used in order to such payment. Such payment shall be made under terms and determine and record the condition of the Work, conditions governing final payment, except that it shall not constitute a waiver of claims.The making of final payment shall 9.9.3 Unless otherwise agreed upon, partial occupancy or use constitute a waiver of claims by the Owner as provided in Sub- of a portion or portions of the Work shall not constitute accep- paragraph 4.3.5. lance of Work not complying with the requirements of the Contract Documents. 9.10.4 Acceptance of final payment by the Contractor, a Sub- 9.10 FINAL COMPLETION AND FINAL PAYMENT contractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing 9.10.1 Upon receipt of written notice that the Work is ready and identified by that payee as unsettled at the time of final for final inspection and acceptance and upon receipt of a final Application for Payment. Such waivers shall be in addition to Application for Payment, the Architect will promptly make the waiver described in Subparagraph 4.3.5. AIA DOCUMENT A201 •GENERAI.CONDITIONS OF THE CONTRACT FOR CONSTRUCTION• FOURTEENTH EDITION 18 A201-1987 AIM' •©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 ARTICLE 10 10.2.2 The Contractor shall give notices and comply with applicable laws,ordinances, rules,regulations and lawful orders PROTECTION OF PERSONS AND PROPERTY of public authorities bearing on safety of persons or property or 10.1 SAFETY PRECAUTIONS AND PROGRAMS their protection from damage, injury or loss, 10.1.1 The Contractor shall be responsible for initiating, main- 10.2.3 The Contractor shall erect and maintain,as required by taming and supervising all safety precautions and programs in existing conditions and performance of the Contract, reason- connection with the performance of the Contract. able safeguards for safety and protection, including posting danger signs and other warnings against hazards,promulgating 10.1.2 In the event the Contractor encounters on the site safety regulations and notifying owners and users of adjacent material reasonably believed to be asbestos or polychlorinated sites and utilities. biphenyl (PCB) which has not been rendered harmless, the 10.2.4 When use or storage of explosives or other hazardous Contractor shall immediately stop Work in the area affected materials or equipment or unusual methods are necessary for and report the condition to the Owner and Architect in writing, execution of the Work, the Contractor shall exercise utmost The Work in the affected area shall not thereafter he resumed care and carry on such activities under supervision of properly except by written agreement of the Owner and Contractor if in qualified personnel. fact the material is asbestos or polychlorinated biphenyl(PCB) and has not been rendered harmless. The Work in the affected 10.2.5 The Contractor shall promptly remedy damage and loss area shall be resumed in the absence of asbestos or polychlori- (other than damage or loss insured under property insurance nated biphenyl (PCB), or when it has been rendered harmless, required by the Contract Documents)to property referred to in by written agreement of the Owner and Contractor, or in Clauses 10.2.1.2 and 10.2,1.3 caused in whole or in part by the accordance with final determination by the Architect on which Contractor, a Subcontractor, a Sub-subcontractor, or anyone arbitration has not been demanded, or by arbitration under directly or indirectly employed by any of them, or by anyone Article 4. for whose acts they may be liable and for which the Contractor is responsible under Clauses 10.2.1.2 and 10.2.1.3, except 10.1.3 The Contractor shall not be required pursuant to Article damage or loss attributable to acts or omissions of the Owner 7 to perform without consent any Work relating to asbestos or or Architect or anyone directly or indirectly employed by polychlorinated biphenyl (PCB). either of them,or by anyone for whose acts either of them may he liable, and not attributable to the fault or negligence of the 10.1.4 To the fullest extent permitted by law, the Owner shall Contractor. Thr foregoing obligations of the Contractor are in indemnify and hold harmless the Contractor, Architect, Archi- addition to the Contractor's obligations under Paragraph 3.18. sect's consultants and agents and employees of any of them from and against claims, damages, losses and expenses, includ- 10.2.6 The Contractor shill designate a responsible member of ing but not limited to attorneys' fees,arising out of or resulting the Contractor's organization at the site whose duty shall be the from performance of the Work in the affected area if in fact the prevention of accidents. Phis person shall be the Contractor's material is asbestos or polychlorinated biphenyl(PCB)and has superintendent unless otherwise designated by the Contractor not been rendered harmless,provided that such claim,damage, in writing to the Owner and Architect. loss or expense is attributable to bodily injury,sickness, disease 10.2.7 The Contractor shall not load or permit any part of the or death, or to injury to or destruction of tangible property construction or site to be loaded so as to endanger its safety. (other than the Work itself) including loss of use resulting therefrom,but only to the extent caused in whole or in part by 10.3 EMERGENCIES negligent acts or omissions of the Owner, anyone directly or 10.3.1 In an emergency affecting safety of persons or property, indirectly employed by the Owner or anyone for whose acts the Contractor shall act, at the Contractor's discretion, to pre- the Owner may be liable, regardless of whether or not such vent threatened damage, injury or loss. Additional compensa- claim, damage, loss or expense is caused in part by a party tion or extension of time claimed by the Contractor on account indemnified hereunder. Such obligation shall not be construed of an emergency shall be determined as provided in Paragraph to negate, abridge, or reduce other rights or obligations of 4.3 and Article 7. indemnity which would otherwise exist as to a party or person described in this Subparagraph 10.1.+. ARTICLE 11 10.2 SAFETY OF PERSONS AND PROPERTY INSURANCE AND BONDS 10.2.1 The Contractor shall take reasonable precautions for 11.1 CONTRACTOR'S LIABILITY INSURANCE safety of, and shall provide reasonable protection to prevent damage, injury or loss to: 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in .1 employees on the Work and other persons who may the jurisdiction in which the Project is located such insurance as be affected thereby; will protect the Contractor from claims set forth below which .2 the Work and materials and equipment to be incorpo- may arise out of or result from the Contractor's operations rated therein, whether in storage on or off the site, under the Contract and for which the Contractor may he legally under care, custody or control of the Contractor or liable, whether such operations be by the Contractor or by a the Contractor's Subcontractors or Sub-subcontrac- Subcontractor or by anyone directly or indirectly employed by tors; and any of them, or by anyone for whose acts any of them may be .3 other property at the site or adjacent thereto, such as liable: trees, shrubs, lawns, walks, pavements, roadways, .1 claims under workers' or workmen's compensation, structures and utilities not designated for removal, relo- disability benefit and other similar employee benefit acts cation or replacement in the course of construction. which are applicable to the Work to be performed; AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION• FOURTEENTH EDITION AIA`` •©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1 735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 A201-1987 19 .2 claims for damages because of bodily injury, occupa- other than the Owner has an insurable interest in the property tional sickness or disease,or death of the Contractor's required by this Paragraph 11.3 to be covered, whichever is employees; earlier. This insurance shall include interests of the Owner, the .3 claims for damages because of bodily injury, sickness Contractor, Subcontractors and Sub-subcontractors in the or disease,or death of any person other than the Con- Work. tractor's employees; 11.3.1.1 Property insurance shall be on an all-risk policy form .4 claims for damages insured by usual personal injury and shall insure against the perils of fire and extended coverage liability coverage which are sustained(1)by a person and physical loss or damage including, without duplication of as a result of an offense directly or indirectly related to coverage, theft, vandalism, malicious mischief, collapse, false- employment of such person by the Contractor,or(2) work, temporary buildings and debris removal including by another person; demolition occasioned by enforcement of any applicable legal .5 claims for damages, other than to the Work itself, requirements, and shall cover reasonable compensation for because of injury to or destruction of tangible prop- Architect's services and expenses required as a result of such erty, including loss of use resulting therefrom; insured loss. Coverage for other perils shall not be required .6 claims for damages because of bodily injury,death of unless otherwise provided in the Contract Documents. a person or property damage arising out of owner- 11.3.1.2 If the Owner does not intend to purchase such prop- ship, maintenance or use of a motor vehicle; and erty insurance required by the Contract and with all of the .7 claims involving contractual liability insurance appli- coverages in the amount described above, the Owner shall so cable to the Contractor's obligations under Paragraph inform the Contractor in writing prior to commencement of 3.18. the Work.The Contractor may then effect insurance which will protect the interests of the Contractor,Subcontractors and Sub- 11.1.2 The insurance required by Subparagraph 11.1.1 shall be subcontractors in the Work, and by appropriate Change Order written for not less than limits of liability specified in the Con- the cost thereof shall be charged to the Owner. If the Contrac- tract Documents or required by law, whichever coverage is tor is damaged by the failure or neglect of the Owner to pur- greater. Coverages, whether written on an occurrence or chase or maintain insurance as described above, without so claims-made basis, shall he maintained without interruption notifying the Contractor, then the Owner shall bear all reason- from date of commencement of the Work until date of final able costs properly attributable thereto. payment and termination of any coverage required to he main- tained after final payment. 11.3.1.3 If the property insurance requires minimum deducti- bles and such deductibles are identified in the Contract Docu- 11.1.3 Certificates of Insurance acceptable to the Owner shall merits, the Contractor shall pay costs not covered because of he filed with the Owner prior to commencement of the Work. such deductibles.If the Owner or insurer increases the required These Certificates and the insurance policies required by this minimum deductibles above the amounts so identified or if the Paragraph 11.1 shall contain a provision that coverages Owner elects to purchase this insurance with voluntary deduc- afforded under the policies will not be cancelled or allowed to tible amounts, the Owner shall he responsible for payment of expire until at least 30 days'prior written notice has been given the additional costs not covered because of such increased or to the Owner. If any of the foregoing insurance coverages arc voluntary deductibles. If deductibles are not identified in the required to remain in force after final payment and are reason- Contract Documents, the Owner shall pay costs not covered ably available, an additional certificate evidencing continuation because of deductibles. of such coverage shall be submitted with the final Application 11.3.1.4 Unless otherwise provided in the Contract Docu- for Payment as required by Subparagraph 9.10.2. Information merits,this property insurance shall cover portions of the Work concerning reduction of coverage shall be furnished by the stored off the site after written approval of the Owner at the Contractor with reasonable promptness in accordance with the value established in the approval,and also portions of the Work Contractor's information and belief. in transit. 11.2 OWNER'S LIABILITY INSURANCE 11.3.2 Boiler and Machinery Insurance. The Owner shall 11.2.1 The Owner shall he responsible for purchasing and purchase and maintain boiler and machinery insurance maintaining the Owner's usual liability insurance. Optionally, required by the Contract Documents or by law, which shall the Owner may purchase and maintain other insurance for self- specifically cover such insured objects during installation and protection against claims which may arise from operations until final acceptance by the Owner;this insurance shall include under the Contract. The Contractor shall not be responsible interests of the Owner, Contractor, Subcontractors and Sub- for purchasing and maintaining this optional Owner's liability subcontractors in the Work, and the Owner and Contractor insurance unless specifically required by the Contract shall he named insureds. Documents. 11.3.3 Loss of Use Insurance. The Owner, at the Owner's 11.3 PROPERTY INSURANCE option, may purchase and maintain such insurance as will 11.3.1 Unless otherwise provided, the Owner shall purchase insure the Owner against loss of use of the Owner's property and maintain, in a company or companies lawfully authorized due to fire or other hazards, however caused. The Owner to do business in the jurisdiction in which the Project is waives all rights of action against the Contractor for loss of use located, property insurance in the amount of the initial Con- of the Owner's property, including consequential losses due to tract Sum as well as subsequent modifications thereto for the fire or other hazards however caused. entire Work at the site on a replacement cost basis without vol- 11.3.4 If the Contractor requests in writing that insurance for untary deductibles. Such property insurance shall be main- risks other than those described herein or for other special haz- mined, unless otherwise provided in the Contract Documents ards be included in the property insurance policy, the Owner or otherwise agreed in writing by all persons and entities who shall, if possible, include such insurance, and the cost thereof are beneficiaries of such insurance,until final payment has been shall be charged to the Contractor by appropriate Change made as provided in Paragraph 9.11)or until no person or entity Order. AIA DOCUMENT A20t •GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION• FOURTEENTH EDI'T'ION 20 A201-1987 AIA€ •©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,I)C.20006 11.3.5 If during the Project construction period the Owner 11.3.10 The Owner as fiduciary shall have power to adjust and insures properties, real or personal or both, adjoining or adja- settle a loss with insurers unless one of the parties in interest cent to the site by property insurance under policies separate shall object in writing within five days after occurrence of loss from those insuring the Project, or if after final payment prop- to the Owner's exercise of this power; if such objection be erty insurance is to be provided on the completed Project made, arbitrators shall be chosen as provided in Paragraph 4.5. through a policy or policies other than those insuring the Proj- The Owner as fiduciary shall,in that case,make settlement with ect during the construction period, the Owner shall waive all insurers in accordance with directions of such arbitrators. If rights in accordance with the terms of Subparagraph 11.3.7 for distribution of insurance proceeds by arbitration is required, damages caused by fire or other perils covered by this separate the arbitrators will direct such distribution. property insurance. All separate policies shall provide this 11.3.11 Partial occupancy or use in accordance with Paragraph waiver of subrogation by endorsement or otherwise. 9.9 shall not commence until the insurance company or com- 11.3.6 Before an exposure to loss may occur, the Owner shall Pan1es providing property insurance have consented to such file with the Contractor a copy of each policy that includes partial occupancy or use by endorsement or otherwise. The insurance coverages required by this Paragraph 11.3. Each Owner and the Contractor shall take reasonable steps to obtain policy shall contain all generally applicable conditions, defrni- consent of the insurance company or companies and shall, tions,exclusions and endorsements related to this Project.Each without mutual written consent, take no action with respect to policy shall contain a provision that the policy will not be partial occupancy or use that would cause cancellation,lapse or cancelled or allowed to expire until at least 30 days' prior writ- reduction of insurance. ten notice has been given to the Contractor. 11.4 PERFORMANCE BOND AND PAYMENT BOND 11.4.1 The Owner shall have the right to require the Contrac- 11.3.7 Waivers of Subrogation. The Owner and Contractor tor to furnish bonds covering faithful performance of the Con- waive all rights against(1)each other and any of their subcon- tract and payment of obligations arising thereunder as stipu- tractors,sub-subcontractors,agents and employees,each of the lated in bidding requirements or specifically required in the other, and (2) the Architect, Architect's consultants, separate Contract Documents on the date of execution of the Contract. contractors described in Article 6, if any, and any of their sub- contractors, sub-subcontractors, agents and employees, for 11.4.2 Upon the request of any person or entity appearing to damages caused by fire or other perils to the extent covered by he a potential beneficiary of bonds covering payment of obliga- property insurance obtained pursuant to this Paragraph 11.3 or tions arising under the Contract, the Contractor shall promptly other property insurance applicable to the Work, except such furnish a copy of the bonds or shall permit a copy to he made. rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor,as appropriate, shall require of the Architect, Architect's consultants, separate ARTICLE 12 contractors described in Article 6, if any, and the subcontrac- tors,sub-subcontractors,agents and employees of any of them, UNCOVERING AND CORRECTION OF WORK by appropriate agreements, written where legally required for 12.1 UNCOVERING OF WORK validity, similar waivers each in favor of other parties enum- erated herein.The policies shall provide such waivers of subro- 12.1.1 If a portion of the Work is covered contrary to the gation by endorsement or otherwise. A waiver of subrogation Architect's request or to requirements specifically expressed in shall be effective as to a person or entity even though that per- the Contract Documents, it must, if required in writing by the son or entity would otherwise have a duty of indemnification, Architect, he uncovered for the Architect's observation and he contractual or otherwise, did not pay the insurance premium replaced at the Contractor's expense without change in the directly or indirectly, and whether or not the person or entity Contract Time. had an insurable interest in the property damaged. 12.1.2 If a portion of the Work has been covered which the 11.3.8 A loss insured under Owner's property insurance shall Architect has not specifically requested to observe prior to its he adjusted by the Owner as fiduciary and made payable to the being covered,the Architect may request to see such Work and Owner as fiduciary for the insureds, as their interests may it shall be uncovered by the Contractor. If such Work is in appear, subject to requirements of any applicable mortgagee accordance with the Contract Documents, costs of uncover- clause and of Subparagraph 11.3.10. The Contractor shall pay ing and replacement shall, by appropriate Change Order, be Subcontractors their just shares of insurance proceeds received charged to the Owner. If such Work is not in accordance with by the Contractor, and by appropriate agreements, written the Contract Documents, the Contractor shall pay such costs where legally required for validity, shall require Subcontractors unless the condition was caused by the Owner or a separate to make payments to their Sub-subcontractors in similar contractor in which event the Owner shall be responsible for manner. payment of such costs. 12.2 CORRECTION OF WORK 11.3.9 If required in writing by a party in interest, the Owner 12.2.1 The Contractor shall promptly correct Work rejected as fiduciary shall, upon occurrence of an insured loss, give by the Architect or failing to conform to the requirements of bond for proper performance of the Owner's duties. The cost the Contract Documents, whether observed before or after of required bonds shall be charged against proceeds received as Substantial Completion and whether or not fabricated,installed fiduciary. The Owner shall deposit in a separate account pro- or completed. The Contractor shall hear costs of correcting ceeds so received, which the Owner shall distribute in accor- such rejected Work, including additional testing and inspec- dance with such agreement as the parties in interest may reach, tions and compensation for the Architect's services and or in accordance with an arbitration award in which case the expenses made necessary thereby. procedure shall be as provided in Paragraph 4.5. If after such loss no other special agreement is made, replacement of dam- 12.2.2 If, within one year after the date of Substantial Comple- aged property shall be covered by appropriate Change Order. lion of the Work or designated portion thereof,or after the date AIA DOCUMENT A201 • c;ENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION• FOURTEENTH EDITION AIA' •©1957 THE AMERICAN INSTITUTE OF ARCHITECTS, 1-35 NEW YORK AVENUE,NW.,WASHINGTON,D.C.2000cj A201-1987 21 for commencement of warranties established under Sub- ARTICLE 13 paragraph 9.9.1, or by terms of an applicable special warranty required by the Contract Documents,any of the Work is found MISCELLANEOUS PROVISIONS to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after 13.1 GOVERNING LAW receipt of written notice from the Owner to do so unless the 13.1.1 The Contract shall be governed by the law of the place Owner has previously given the Contractor a written accep- where the Project is located. tance of such condition. This period of one year shall be extended with respect to portions of Work first performed after 13.2 SUCCESSORS AND ASSIGNS Substantial Completion by the period of time between Substan- 13.2.1 The Owner and Contractor respectively bind them- tial Completion and the actual performance of the Work. This selves, their partners, successors, assigns and legal representa- obligation under this Subparagraph 12.2.2 shall survive accep- tives to the other party hereto and to partners, successors, tance of the Work under the Contract and termination of the assigns and legal representatives of such other party in respect Contract. The Owner shall give such notice promptly after dis- to covenants,agreements and obligations contained in the Con- covery of the condition. tract Documents. Neither party to the Contract shall assign the Contract as a whole without written consent of the other. If 12.2.3 The Contractor shall remove from the site portions of either party attempts to make such an assignment without such the Work which are not in accordance with the requirements consent,that party shall nevertheless remain legally responsible of the Contract Documents and are neither corrected by the for all obligations under the Contract. Contractor nor accepted by the Owner. 12.2.4 If the Contractor fails to correct nonconforming Work 13.3 WRITTEN NOTICE within a reasonable time, the Owner may correct it in actor- 13.3.1 Written notice shall be deemed to have been duly dance with Paragraph 2.4. If the Contractor does not proceed served if delivered in person to the individual or a member of with correction of such nonconforming Work within a reason- the firm or entity or to an officer of the corporation for which it able time fixed by written notice from the Architect,the Owner was intended,or if delivered at or sent by registered or certified may remove it and store the salvable materials Or equipment at mail to the last business address known to the party giving the Contractor's expense. If the Contractor does not pay costs notice. of such removal and storage within ten days after written notice, the Owner may upon ten additional days' written 13.4 RIGHTS AND REMEDIES notice sell such materials and equipment at auction or at private sale and shall account for the proceeds thereof,after deducting 13.4.1 Duties and obligations imposed by the Contract Docu- costs and damages that should have been borne by the Con- merits and rights and remedies available thereunder shall he in tractor,including compensation for the Architect's services and addition to and not a limitation of duties,obligations,rights and expenses made necessary thereby. If such proceeds of sale do remedies otherwise imposed or available by law. not cover costs which the Contractor should have borne, the 13.4.2 No action or failure to act by the Owner, Architect or Contract Sum shall be reduced by the deficiency. If payments Contractor shall constitute a waiver of a right or duty afforded then or thereafter due the Contractor are not sufficient to cover them under the Contract, nor shall such action or failure to act such amount, the Contractor shall pay the difference to the constitute approval of or acquiescence in a breach thereunder, Owner. except as may he specifically agreed in writing. 12.2.5 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or 13.5 TESTS AND INSPECTIONS partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work 13.5.1 Tests, inspections and approvals of portions of the which is not in accordance with the requirements of the Con- Work required by the Contract Documents or by laws, ordi- tract Documents. nances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Unless other- 12.2.6 Nothing contained in this Paragraph 12.2 shall he con- wise provided, the Contractor shall make arrangements for strued to establish a period of limitation with respect to other such tests,inspections and approvals with an independent test- obligations which the Contractor might have under the Con- ing laboratory or entity acceptable to the Owner, or with the tract Documents. Establishment of the time period of one year appropriate public authority, and shall hear all related costs of as described in Subparagraph 12.2.2 relates only to the specific tests, inspections and approvals. The Contractor shall give the obligation of the Contractor to correct the Work, and has no Architect timely notice of when and where tests and inspec- relationship to the time within which the obligation to comply tions are to be made so the Architect may observe such proce- with the Contract Documents may he sought to be enforced, dures. The Owner shall bear costs of tests, inspections or nor to the time within which proceedings may be commenced approvals which do not become requirements until after bids to establish the Contractor's liability with respect to the Con- are received or negotiations concluded. tractor's obligations other than specifically to correct the Work. 13.5.2 If the Architect, Owner or public authorities having 12.3 ACCEPTANCE OF NONCONFORMING WORK jurisdiction determine that portions of the Work require addi- tional testing, inspection or approval not included under Sub- 12.3.1 If the Owner prefers to accept Work which is not in paragraph 13.5.1,the Architect will,upon written authorization accordance with the requirements of the Contract Documents, from the Owner, instruct the Contractor to make arrangements the Owner may do so instead of requiring its removal and cor- for such additional testing, inspection or approval by an entity rection, in which case the Contract Sum will he reduced as acceptable to the Owner, and the Contractor shall give timely appropriate and equitable. Such adjustment shall he effected notice to the Architect of when and where tests and inspections whether or not final payment has been made. are to he made so the Architect may observe such procedures. AIA DOCUMENT A201 •GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION•FOURTEENTH EDITION 22 A201-1987 Ale' •©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,NW,WASHINGTON,D.0 20006 The Owner shall bear such costs except as provided in Sub- ARTICLE 14 paragraph 13,5.3. TERMINATION OR SUSPENSION 13.5.3 If such procedures for testing, inspection or approval OF THE CONTRACT under Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established 14.1 TERMINATION BY THE CONTRACTOR by the Contract Documents, the Contractor shall hear all costs made necessary by such failure including those of repeated 14.1.1 The Contractor may terminate the Contract if the Work procedures and compensation for the Architect's services and is stopped for a period of 30 days through no act or fault of the expenses. Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons performing portions 13.5.4 Required certificates of testing, inspection or approval of the Work under contract with the Contractor,for any of the shall,unless otherwise required by the Contract Documents,be following reasons: secured by the Contractor and promptly delivered to the .1 issuance of an order of a court or other public author- Architect. ity having jurisdiction; .2 an act of government,such as a declaration of national 13.5.5 If the Architect is to observe tests, inspections or emergency, making material unavailable; approvals required by the Contract Documents, the Architect will do so promptly and,where practicable,at the normal place 3 because the Architect has not issued a Certificate for of testing. Payment and has not notified the Contractor of the reason for withholding certification as provided in 13.5.6 Tests or inspections conducted pursuant to the Con- Subparagraph 9.4.1, or because the Owner has not tract Documents shall be made promptly to avoid unreasonable made payment on a Certificate for Payment within delay in the Work. the time stated in the Contract Documents; .4 if repeated suspensions,delays or interruptions by the 13.6 INTEREST Owner as described in Paragraph 14.3 constitute in the aggregate more than 100 percent of the total num- 13.6.1 Payments due and unpaid under the Contract Docu- ber of days scheduled for completion, or 120 days in ments shall hear interest from the date payment is due at such any 365-day period, whichever is less; or rate as the parties may agree upon in writing or, in the absence .5 the Owner has failed to furnish to the Contractor thereof,at the legal rate prevailing from time to time at the place promptly, upon the Contractor's request, reasonable where the Project is located. evidence as required by Subparagraph 2.2.1. 14.1.2 If one of the above reasons exists, the Contractor may, 13.7 COMMENCEMENT OF STATUTORY upon seven additional days' written notice to the Owner and LIMITATION PERIOD Architect, terminate the Contract and recover from the Owner 13.7.1 As between the Owner and Contractor: payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment .1 Before Substantial Completion.As to acts or failures and machinery, including reasonable overhead, profit and to act occurring prior to the relevant date of Substan- damages. tial Completion, any applicable statute of limitations 14.1.3 If the Work is stopped for a period of 60 days through shall commence to run and any alleged cause of action no act or fault of the Contractor or a Subcontractor or their shall be deemed to have accrued in any and all events agents or employees or any other persons performing portions not later than such date of Substantial Completion; of the Work under contract with the Contractor because the .2 Between Substantial Completion and Final Certifi- Owner has persistently failed to fulfill the Owner's obligations este for Payment As to acts or failures to art occur under the Contract Documents with respect to matters impor- ting subsequent to the relevant date of Substantial tart to the progress of the Work, the Contractor may, upon Completion and prior to issuance of the final Certifi seven additional days' written notice to the Owner and the care for Payment,any applicable statute of limitations Architect, terminate the Contract and recover from the Owner shall commence to run and any alleged cause of as provided in Subparagraph H.1.2. action shall he deemed to have accrued in any and all 14.2 TERMINATION BY THE OWNER FOR CAUSE events not later than the date of issuance of the final 14.2.1 The Owner may terminate the Contract if the Certificate for Payment; and Contractor: .3 After Final Certificate for Payment. As to acts or .1 persistently or repeatedly refuses or fails to supply failures to act occurring after the relevant date of issu- enough properly skilled workers or proper materials; ance of the final Certificate for Payment, any applt- .2 fails to make payment to Subcontractors for materials cable statute of limitations shall commence to run and or labor in accordance with the respective agreements any alleged cause of action shall he deemed to have between the Contractor and the Subcontractors; accrued in any and all events not later than the date of any act or failure to act by the Contractor pursuant to .3 persistently disregards laws, ordinances, or rules, reg- ulations or orders of a public authority having juris- any warranty provided under Paragraph 3.S, the date diction; or of any correction of the Work or failure to correct the Work by the Contractor under Paragraph 12.2,or the .4 otherwise is guilty of substantial breach of a provision date of actual commission of any other act or failure of the Contract Documents. to perform any duty or obligation by the Contractor 14.2.2 When any of the above reasons exist,the Owner, upon or Owner, whichever occurs last. certification by the Architect that sufficient cause exists to jus- AIA DOCUMENT A201 • GENERAL CONDITIONS OF TIIF CONTRACT FOR CONS'rR1 CT1ON• FOt RTE:EN"I'H EDITION AIA' • 19N7 THE AMERICAN INSTITI iTE OF ARCHITECTS, 1,35 NEW YORE AVFN('F,N.W.,WASHINGTON,D C 3utgK A201-1987 23 tify such action, may without prejudice to any other rights or Owner.The amount to be paid to the Contractor or Owner,as remedies of the Owner and after giving the Contractor and the the case may be,shall be certified by the Architect,upon appli- Contractor's surety, if any, seven days' written notice, fermi- cation, and this obligation for payment shall survive termina- nate employment of the Contractor and may, subject to any tion of the Contract. prior rights of the surety: 14.3 SUSPENSION BY THE OWNER .1 take possession of the site and of all materials, equip- FOR CONVENIENCE ment,tools,and construction equipment and machin- 14.3.1 The Owner may,without cause,order the Contractor in ery thereon owned by the Contractor; writing to suspend, delay or interrupt the Work in whole or in .2 accept assignment of subcontracts pursuant to Para- part for such period of time as the Owner may determine. graph 5.4; and 3 finish the Work by whatever reasonable method the 14.3.2 An adjustment shall be made for increases in the cost of Owner may deem expedient. performance of the Contract, including profit on the increased cost of performance, caused by suspension, delay or interrup- 14.2.3 When the Owner terminates the Contract for one of the tion. No adjustment shall be made to the extent: reasons stated in Subparagraph 14.2.1,the Contractor shall not .1 that performance is, was or would have been so sus be entitled to receive further payment until the Work ispended, delayed or interrupted by another cause for finished. which the Contractor is responsible; or - 14.2.4 If the unpaid balance of the Contract Sum exceeds costs .2 that an equitable adjustment is made or denied under • of finishing the Work, including compensation for the Archi- another provision of this Contract. feet's services and expenses made necessary thereby, such excess shall be paid to the Contractor. If such costs exceed the 14.3.3 Adjustments made in the cost of performance may have unpaid balance, the Contractor shall pay the difference to the a mutually agreed fixed or percentage fee. AIA DOCUMENT A201 •GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION• FOURTEENTH EDITION 24 A201-1987 AIA® •©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 3/87