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HomeMy WebLinkAboutResolution_03-01/02_10/11/2001• RESOLUTION NO. 03-01/02 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, AWARDING A BID TO DAVID BROOK'S ENTERPRISES, OF PALM BEACH GARDENS, FLORIDA, IN THE AMOUNT OF $3,601,166.00, FOR THE CONSTRUCTION OF A PUBLIC SAFETY FACILITY AT 357 TEQUESTA DRIVE FOR THE POLICE AND FIRE RESCUE DEPARTMENTS, HAVING A FY 2001/2002 CAPITAL FUND ALLOCATION OF $3,907,870.00 AND AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE APPLICABLE DOCUMENTS ON BEHALF OF THE VILLAGE. • WHEREAS, The Village of Tequesta, Florida, has identified the need for a new Public Safety Complex for the Police and Fire Rescue Departments; and, WHEREAS, the Village of Tequesta, has identified the need for a centralized Emergency Operations Center with the associated vital support functions for the protection of the Community; and WHEREAS, the Architect of record, has secured the best bid proposal for the construction of the Public Safety Facility and has recommended that the Village of Tequesta execute the AIA Owner-Contractor Agreement with the selected contractor; NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, AS FOLLOWS: Section 1. Awarding the construction bid to David Brook's Enterprises, of Palm Beach Gardens, Florida, in the amount of $3,601,166.00, for the construction of a Public Safety Facility for the Police Department and Fire Rescue Department. Section 2. The Village Council hereby authorizes the Village Manager of the Village of Tequesta to execute all the necessary documents to effectuate the construction of the Public Safety Facility included in the AIA Owner-Contractor Agreement, attached hereto marked as Exhibit "A" and incorporated by reference as part of this resolution. THE FOREGOING RESOLUTION WAS OFFERED by Council Member • Capretta , who moved its adoption. The motion was seconded by Council Memb~~l ker , and upon being put to a vote, the vote was as follows: FOR ADOPTION AGAINST ADOPTION Geraldine A. Genco Joseph N. Capretta Basil E. Aalac~C Sharon D. Walker The I~ayorl~hereuponFrdeclared the Resolution duly passed and adopted this 11th day of October A.D., 2001. ATTEST: L ~r~~-- Mary Wolcot Village Cl k MAY OF TEQUESTA a,l~rr.rc~ Ge e Genco, yor L 1997 Edition -Electronic Format AIA Document A101-1997 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a STIPULATED SUM AGREEMENT made as of the j day of ~~~ in the year of 2001 THIS DOCUMENT HASIMPORTANT LEGAL (In wards, indicate day, month and year) CONSEQUENCES. CONSULTATION WITH BETWEEN the Owner: AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITSCOMPLETIDNOR (Name, address and otherinformationJ MODIFICATION. AUTHENTICATION OF Village of Tequesta. Palm Beach County THIS ELECTRONICALLY DRAFTED AIA 250 Tequesta Drive DOCUMENT MAY BE MADE BY USING AIA Tequesta. FL 33469-6203 DOCUMENT D401. and the Contractor: AIA Document AZOI-1997, General (Name, address and oiherinforma[ionJ Conditions of the Contras for Construction, is adopted in this document David Brooks Enterprises Inc by reference. Do not use with other 9000 Burma Road -Suite 101 general conditions unless this document is Palm Beach Gardens. FL 33403 modified. The Project is: This document has been approved and (Name and location) endorsed by The Associated General Tequesta Public Safety Facility Contractors of America. The Architect is: (Name, address and otherinformation) e & Jenson E:A.P. Inc. Harvard Circle est Palm Beach. FL 33409 The Owner and Contractor agree as follows. ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the ~" entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 8. , ~. ,~ -rf •~.i ARTICLE 2 THE WORK OF THIS CONTRACT ~~ The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others. ®i99~ niA® AIA DOCUMENT A101-1997 . OWNER-CONTRACTOR AGREEMENT The American Institute of Architects ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION .1735 New York Avenue, N.w. Washington, D.C. 20006-5292 © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, ©1997 y T e American Institute o Architects. Reproduction of the material herein or substantial quotation of its provisions without written fission of the AIA violates the copyright laws of the United States and will subject the violator to legal cution. WARNING: Unlicensed photocopying violates US copyright laws and will subject the via ator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. User Document: tequesta a101 owner-contractor stipulated sum.aia -- 10/15/2001. AiA License Number 1007569, which expires on )0/31/2002. A312 Performance Bond -Refer to Attached Exhibit "D" A312 Payment Bond - Refer to Attached Exhibit "E" SGC Sunolemental eneral Conditions -Refer to Attached Exhibit "F" r• 8.1.4 The Specifications are those contained in the Project Manual dated as in Subparagraph 8.i.3, and are as follows: r Section Title Pages THIS DOCUMENT HAS /MPORTANT LEGAC CONSEQUENCES. CONSULTATION WITH AN ATTORNEYlS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. SEE EXHIBIT A 8.1.5 The Drawings are as follows, and are dated September 10. 2001 unless a different date is shown below: (Either/ist theDrawings here orrefer to an exhibit attached to this Agreement.) Number Title Date SEE EXHIBIT B 8.1.6 The Addenda, if any, are as follows: Number Date Pages AIA Document A201-)997, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. Addendum No. 1 August 31 2001 This document has been approved and Addendum No. 2 September 5 2001 endorsed by The Associated General Addendum No. 3 September 10 2001 Contractors of America. Addendum No. 4 September 11 2001 Addendum No. 5 September 13 2001 Addendum No. 6 September 20 2001 Portions of Addenda relating to bidding requirements are not part of the Contract Documents • unless the bidding requirements are also enumerated in this Article 8. 8.1.7 Other documents, if any, forming part of the Contract Documents are as follows: --1~121~fN~AtERdf+~ to ffarRt J~~F.1.., ~^ n L~ n ~ ~~e~des'-That-brddtRg~e~arir~tents~'+rEk-es-,~t~r~,•-:-~t-:~,-te-lest~t~;~-te-~rddeF;~le- fertas-and ,'-~„~-~~t~,~-gid-are-r~et -ef '~ •' ^..--, t~-==__~~~~;~-r~t~less~t~erated-ifl-flits - -o~-'.---~::--~heY N/A This Agreement is entered into as of the day and year First written above and is executed in at least three original copies, of which one is to be delivered to the Contractor, one to the ~=~ Architect For use in the administration of the Contract, and the remainder to the Owner. ~-~ - „--_ ~_- a may, ~ ,~ OWNER (s ature> ~ CONTRAC'~OR (signature) ~~~ '~"'~ -..,,~ CORPORATE SEAS ®1997 AIA® Michael J. Couzzo, Jr. ~ ~ David Brooks Enterprises InC. AIA DOCUMENT A101-1997 Village Manager David Brooks. President OWNER-CONTRACTOR AGREEMENT (Punted name and title) (Punted name and Ltle) ~~ r l t t I~~ ~ The American Institute of Architects ATTEST. ~ TTEST: l.'i/~( ~ ~ 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 '~ ~ ~~~,. © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, ©1997 y T e American Institute o ~tects. Reproduction of the material herein or substantial quotation of its provisions without written ssion of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates US copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. User Document: tequesta a101 owner-contractor stipulated sum.aia -- 10/15/2001. AIA License Number 1007569, which expires on 10/31/2002. • RELEASE ~!~ ~~ ~~;~,t~ts~~,.~. herein after referred to as "the Contractor" hereby uncondltlonally releases and forever discharges Village of Tequesta. its officers. directors. emDlovees and agents hereinafter collectively referred to as "Owner" from any and all legal or eaultable causes of action suits damages claims and demands whatsoever THIS DOCUMENT HAS IMPORTANT LEGAL which Contractor ever had or now has against Owner directly or indirectly whether CONSEQUENCES. CONSULTATION WITH known or unknown. for uoon or by reason of any matter cause or thing whatsoever AN ATTORNEY IS ENCOURAGED WITH whether. known or unknown InClUding bUt nOt limited t0' RESPECT TOITSCOMPLETIONOR MODlF1CATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA All claims arising out of or in any way related to the design negotiation SU~efVISIOn Or DOCUMENT MAY BE MADE BYUS/NGAIA erformance of a ro ect known as of Te uesta with a contract dated DOCUMENT D401. r~aaes between the Contactor and the ~~a.t~ ~~F~°T~ ~-A~rs.r~j~ ~'Ir144 rcotA~i~C~ _ AIA Document AZOI-1997, General ~ilj'i~G~ 4'" 1 ~~~`'s ~y,_ $,~Onditions of the Contract for lion, is adopted in this document CONTRACTOR by reference. not use with other --~~~' genera! conditions unless this document is By' 6 ~ _~..~- modified. STATE OF FLORIDA ~ SS COUNTY OF PALM BEACH I HEREBY CERTIFY that on this day before me an officer duly authorized in the state t This document has been approved and endorsed by The Associated General Contractors of America. ~~1 ~ ~y~~~. to me known to be the person described in and who executed the foregoing instrument and has acknowledged before me that he executed the same. © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, ©1997 y T e American Institute o ltects. Reproduction of the material herein or substantial quotation of its provisions without written ssion of the AIA violates the copyright laws of the United States and will subject the violator to legal cution. WARNING: Unlicensed photocopying violates US copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. User Document: tequesta a101 owner-contractor stipulated sum.aia -- 10/15/2001. AIA License Number 1007569, which expires on 10131/2002. ~~~~ s'~s ~ ~rrr~ .,7:. ®1997 AIA® AIA DOCUMENT A10]-1997 OWNER-CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 WITNESS m hand and official seal in the count and state aforesaid this ~ ~~~ da of ~~~-~l3 ~° 2001 3.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is ~±4±ca°, ~e~ ~r~.._,,,.:..:,.~,~.~ F _.I.,, a,,,"," ~ >~ro fared in a notice to proceed • issued by the Owner. (Insert the date ofcommencement ifit differs from the date of this Agreement or, ifapp/icable, state Thal the dale wi// be fixed in a notice to proceed.) N/A If, prior to the commencement of the Work, the Owner requires time to file mortgages, mechanic's liens and other security interests, the Owner's time requirement shall be as follows: N/A THIS DOCUMENT HASlMPORTANT LEGAL 3.2 The Contract Time shall be measured from the date of commencement. CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH 3.3 T-13e Eet~t-r-~~=Lnr c6"» "~~-:",." c,.1~~.~„,:..1 r,,..,..t .• r.~ RESPECT TO ITS COMPLETION OR entire Work not later than MODIFICATION. AUTHENTICATION OF days-frem~te~a#e~f """""'"""""'""',-6~-as-fellews: COntraCtOr agrees t0 COmmenCe THIS ELECTRONICALLY DRAFTEDAfA work within 10 days after the date of written Notice to Proceed to substantially DOCUMENT MAY BE MADE BY USING AIA complete the entire Work for Phase One within 335 consecutive calendar days DOCUMENT D40). after the date of written Notice to Proceed for Phase One and to achieve Final A/ADocumentAZ01-1997, General Completion for Phase One within 30 consecutive calendar days after onditions of the Contract for Substantial Completion. Phase Two shall be substantially complete 45 days Construction, is adopted in this document after written Notice to Proceed for Phase Two and to achieve Final Completion by reference. Do nog use wi-h o-her of Phase Two no later than 15 da s after the date of Substantial Com letion. general conditions unless this document is f/RSeri -ef -dams: , -a mate-~xey -efsc~ ~ ~e~ modified. «~r-t~irless3tafed~°e'•„n~e : •x-,,,zit,-a~~-n~-~ m;,t~~i~seft-aEry~e~utre~e~s-fer~rfter-Ha! ~ 1 ~ ~ 1 This document has been approved and endorsed by The Associated General Contractors of America. subject to adjustments of this Contract Time as provided in the Contract Documents. (Insert provisions, if any, for liquidated damages re/aging to fat/are to complete on time er fer-ber~sy~ays~exts~er Liauidated damages in accordance with Supplementary Conditions Page SGC 6"~ /~-,~ _ o r • "Llquldated Damages" Section 9 11 1 ~--~-,~- ----- ___._ t tare ~~._.. ARTICLE 4 CONTRACT SUM 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum shall be Three Million Six Hundred One Thousand Three Hundred Sixty Six Dollars Dollars ($ 3.601.366.00 ), subject to additions and deductions as provided in the Contract Documents. 4.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: Alternates accepted in accordance with Bid Form and Project Manual Section 01030.3.1 "C" and "D". ~'~, .~ T, .rt $3 582 850 ~~~~~ Alternate # 3 + 9 316 ~~ Alternate # 4 + 9 200 TOTAL $3 601 366 ®,99/ AIA® AIA DOCUMENT A101-1997 OWNER-CONTRACTOR AGREEMENT The American Institute of Architects 4.3 llnii prices, if any, are as follows: 1735 New York Avenue, N.W. ° N/A Washington, D.C. 20006-5292 ~~ .~~. ~»~ i~,~u, I~ul, I~u~, Imo/, 1~/~, ~7/!, 17C/, l/ 177/ Dy Ine AmerlCan In511tVte Ot itects. Reproduction of the material herein or substantial quotation of its provisions without written fission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates US copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. User Document: tequesta a101 owner-contractor stipulated sum.aia -- 10/15/2001. AIA License Number 1007569, which expires on 10/31/2002. ARTICLE 5 PAYMENTS • 5.1 PROGRESS PAYMENTS 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the Iasi day of the month, or as follows: The Contractor shall submit payment in accordance with "General Conditions" Pale THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH 28. Section 9.6 and Supplementary Conditions Page SGC 6 ~~ Progress PaymenY~ AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR 5.1.3 Provided that an Application for Payment is received by the Architect not later than MODIFICATION. AUTHENTICATION OF the 5th day of a month, the Owner shall make payment to the Contractor riot later than the THIS ELECTRONICALLY DRAFTED AIA 10th da of the followin month. If an A lication for Pa y -9 pp yment is received by the Architect DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. after the application date fixed above, payment shall be made by the Owner not later than 35 days after the Architect receives the Application for Payment. AIA Document AZOI-1997, General Conditions of -he Conirad for 5.1.4 Each Application for Payment shall be based on the most recent schedule of values Construction, is adopted in this document submitted by the Contractor in accordance with the Contract Documents. The schedule of by reference. Do not use with other values shall allocate the entire Contract Sum among the various portions of the Work The general conditions unless this documents . schedule of values shall be prepared in such form and supported by such data to substantiate its m°d;f;ed. accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment This document has been approved and . endorsed by The Associated General 5.1.5 Applications for Payment shall indicate the percentage of completion of each portion Contractors of America. of the Work as of the end of the period covered by the Application for Payment. 5.1.6 Subject io other provisions of the Contract Documents, the amount of each progress • payment shall be computed as follows: .1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of ten percent (10 %). Pending final determination of cost to the Owner of changes in the Work> amounts not in dispute shall be included as provided in Subparagraph 7.3.8 of AIA Document A2oi-1997. .2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored ai the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site _ ~, (within Palm Beach Count') at a location agreed upon in writing), less retainage of ten percent (10%); NOTE: The next months progress payment will require a release of lien for ninety percent (90%) of each item listed as stored ,s materials from the previous progress payment Any item for which a ninety ~'.'. _ .. percent (90%1 release of lien is not supplied shall be considered as having_ '~~~ been removed from the site Any payment for stored material shall not include labor or profit by the Contractor or Sub-contractor ®1997 AIA® AIA DOCUMENT A101-1997 3 Subtract the aggregate of previous payments made by the Owner; and OWNER-CONTRACTOR AGREEMENT .4 Subtract amounts, if any, for which the Architect has withheld or nullified a The American Institute of Architects 1735 New York Avenue, N.W. Certificate for Payment as provided in Paragraph 9.5 of AIA Document A2ot-1997. Washington, D.C. 20006-5292 © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, ©1997 y T e American Institute o hitects. Reproduction of the material herein or substantial quotation of its provisions without written fission of the AIA violates the copyright laws of the United States and will subject the violator to legal ecution. WARNING: Unlicensed photocopying violates US copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. User Document: tequesta a101 owner-contractor stipulated sum.aia -- 10/15/2001. AIA License Number 1007569, which expires on 10/31/2002. 5.1.7 The progress payment amount determined in accordance with Subparagraph 5.i.6 shall be further modified under the following circumstances: • .1 Add, upon Substantial Completion of the Work, a decrease in the retainage to five percent (5%~a~a€€~ient-~e~rease_tl-ie-tali-l Yuy; ...~•,z~, •~,~--fall a-tne~ ~ ~e ~~ less such amounts as the Architect shall determine for incomplete Work, retainage applicable to such work and unsettled claims; and (Subparagraph 9.8.5 ofAlA Document A2ot-t99~ requires release of app/icab/e retainage upon Subs[antial Completion of Work with consent ofsurety, ifany.J .2 fldd;-if-Ftt3al~e~rple}jet~-ef~helE-is- ;~~ ~~~t THIS DOCUMENT HAS IMPORTANT LEGAL ~{~ r,,.T~~y~~~e~~~}fib h CONSEQUENCES. CONSULTATION WITH ° rt>rI1~AFlHi~ant Rani ian~ ~ AN ATTORNEY IS ENCOURAGEDW/TH "" RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF 5.1.8 Reduction or limitation of retainage, if any, shall be as follows: THIS ELECTRONICALLY DRAFTEDA/A (Ifit is intended, prior to Substantial Comp/etion of the entire Work, to reduce or limit [he retainage resulting from DOCUMENT MAY BE MADE BY US/NG AIA the percentages inserted in Clauses 51.6.1 and S.t.6.2 above, and this is not exp/ainEd elsewhere in [he Contract DOCUMENT D401. Documents, insert here provisions forsuch reduction or/imita[ion.) N/A A!A Document AZ01-1997, General Conditions of the Contract for 5.1.9 €~ept~vi#-}~ke~wner's-pr~ieral;~ie The Contractor shall not make advance Construction, is adopted in this document payments to suppliers for materials or equipment which have not been delivered and scored at by reference. Do not use with other the site. general conditions unless this document is modified. 5.2 FINAL PAYMENT 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be This document has been approved and endorsed by The Associated General made by the Owner to the Contractor when: Contractors of America. .1 the Contractor has fully performed the Contract including punch list Items and corrective work e~ept -fee -tl~e -6ent~a~s -respensi~ilty .~.e ~ \~ as • provided in Subparagraph i2.z.z of AIA Document A201-1997, and to satisfy other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment has been issued by the Architect. A final contractors affidavit had been issued to the Architect/Owner .3 All final release of liens from suppliers and subcontractors have been issued to the Architect/Owner .4 Provides releases to Owner and Architect as provided for herein (attached) Release A and Release B ...^ 5.2.2 The Owner's final payment to the Contractor shall be made no later than 3o days after ~! the issuance of the Architect's final Certificate for Payment, er -as -fellew~ with the appropriate items listed in 5 2 1 1 5 2 1 2 5 2 1 3 5 2 1 4 .~ ~. ,~ f' ARTICLE 6 TERMINATION OR SUSPENSION ~~ 6.1 The Contract may be terminated by the Owner or the Contractor as provided in Article i4 of AIA Document A2oi-r997• ®~s9~ am® AIA DOCUMENT A101-1997 6.2 The Work may be suspended by the Owner as provided in Article L4 of AIA Document OWNER-CONTRACTOR AGREEMENT A2oi-1997. The American Institute of Architects ARTICLE 7 MISCELLANEOUS PROVISIONS 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 O 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, ©1997 y T e American Institute o itects. Reproduction of the material herein or substantial quotation of its provisions without written fission of the AIA violates The copyright laws of the United States and will subject the violator to legal cution. WARNING: Unlicensed photocopying violates US copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. User Document: tequesta a101 owner-contractor stipulated sum.aia -- 10/15/2001. AIA License Number 1007569, which expires on 10/31/200. 7.1 Where reference is made in this Agreement to a provision of AIA Document A201-1997 or another Contract Document, the reference refers to that provision as amended or • supplemented by other provisions of the Coniracl Documents. 7.2 1?a~et~ts ~-ue -ate maid -~def -#•ke ~a~ Thal-l -bear ~-z~er~ -t#,e -da#e - pa~nent-i~s-d-tte-at-the-rate-s~ated~eler ; ~r~-the-absenFe~heree~-aE-the4egal-fate-pre~ilrtrg- t-t.:.e-plaee where-the-I~fc~eEtzs leeated 7.3 The Owner's representative is: (Name, address (Jh017@. fBX. e-mail and otherinformationJ Michael J. Couzzo Jr Village Manager The Village of Te uq esta 250 Tequesta Drive -Suite 300 Tequesta. FL 33469-0273 Phone: (561) 575-6200 FAX' (561) 575-620 7.4 The Contractor's representative is: (Name, address phone. fax. @-11181/ and other information) David Brooks. President 9000Burma Road -Suite 101 Palm Beach Gardens. FL 33403 Phone: (561) ~2~-~99 FAX (561) 626-9980 .~"7-~' 1 t ~ l --~ 7.5 Neither the Owner's nor the Contractor's representative shall be changed without ten days written notice to the other party. 7.6 Other provisions: N/A ARTICLE 8 ENUMERATION OF CONTRACT DOCUMENTS 8.1 The Contract Documents, except for Modifications issued by approved change orders after execution of this Agreement, are enumerated as follows: THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION Of THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. AIA DocumentA701-1997, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this documen- is modified. This document has been approved and endorsed by The Associated General Contractors of America. ~~ 8.1.1 The Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner and Contractor, AIA Document Aioi-1997. 8.1.2 The General Conditions are the >997 edition of the General Conditions of the ~... _ .,;f Contract for Construction, AIA Document Azoi-1997. Refer to Attached Exhibit "C" ' General Conditions of the Contract For Construction ®1997 AIA® 8.1.3 The Supplementary and other Conditions of the Contract are those contained in the AIA DOCUMENT A101-1997 Project Manual dated August 14 2001 ,and are as follows: OWNER-CONTRACTOR AGREEMENT Document Title Pages The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, ©1997 y T e American Institute o Itects. Reproduction of the material herein or substantial quotation of its provisions without written fission of the AIA violates the copyright laws of the United States and will subject the violator to legal ecution. WARNING: Unlicensed photocopying violates US copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. User Document: tequesta a101 owner-contractor stipulated sum.aia -- 10/15/2001. AIA License Number 1007569, which expires on 10/31/2002. • RELEASE ~~~ ~ _~.~ ~' ~~~ herein after referred to as "the Architect" hereby unconditionally releases and forever discha~es Village of Tequesta its officers directors THIS DOCUMENT HASlMPORTANT LEGAL employees and agents. hereinafter collectively referred to as "Owner" from any and all CONSEQUENCES. CONSULTATIONWITN legal or eaultable causes of action suits damages claims and demands whatsoever AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR which Contractor ever had or now has against Owner directly or indirectly whether MODIFICATION. AUTHENTICATION OF known or unknown. for upon or by reason of any matter cause or thing whatsoever THIS ELECTRONICALLY DRAFTED AIA whether. known or unknown Ir1CIUding bUt nOt limited t0' DOCUMENT MAY BE MADE BY USING AIA '~ ~ ~Crta~ t~~~ DOCUMENT D401. 4II nl~imc~ ~ri~i.,., ....E ..i ..~ :...._....._.. __~_i_ ~ ._ .~_ _ .. 'C e between the Contactor and the ~rll~~ ol~ ~--~~~,~ , AIA Document AZ01-1997, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. This document has been approved and endorsed by The Associated General Contractors of America. to me known to be the person described in and who executed the foreooino instrument and has acknowledged before me that he executed the same. WITNESS my hand and official seal in the county and state aforesaid this d~ of .2001 NOTARY PUBLIC State of Florida at Laroe (NOTARY SEAL1 My commission expires © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, ©1997 y T e American Institute o Itects. Reproduction of the material herein or substantial quotation of its provisions without written fission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U5 copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. User Document: tequesta a101 owner-contractor stipulated sum.aia -- 10/15/2001. AIA License Number 1007569, which expires on 10/31/2002. ^~. ~, • ~. .f f'+#y ~~ 01997 AIA® AIA DOCUMENT A101-1997 OWNER-CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 STATE OF FLORIDA ~ SS COUNTY OF PALM BEACH ,0-004.05 TEQUESTA PUBLIC SAFETY FACILITY • EXHIBIT A CONSTRUCTION PRODUCTS AND ACTIVITIES DIVISION I -GENERAL REQUIREMENTS 01010 -Summary of Work 01027 -Applications for Payment 01030 -Alternates 01040 -Coordination 01045 -Cutting and Patching 01090 -Reference Standards 01200 -Project Meetings 01300 -Submittals 01320 -Construction Photographs 01400 -Quality Control 01450 -Environmental Protection 01500 -Construction Facilities and Temporary Controls Ol 600 -Material and Equipment 01701 -Project Closeout 01730 -Operation and Maintenance Data O 1740 -Warranties • DIVISION 2 - S[TE CONSTRUCTION 02070 -Selective Demolition 02085 -Interceptors 02200 -Earthwork 02201 -Earthwork Buildings 02210 -Subsurface Investigation 02230 -Site Clearing 02282 -Termite Control DIVISION 2 -SITE CONSTRUCTION (cont'd.) 02510 -Asphaltic Concrete Paving 02520 -Portland Cement Concrete Paving 02554 -Fuel-Oil Storage and Distribution 02582 -Lighting Poles and Standards 02668 -Fire Water Systems 02720 -Storm Sewerage Systems 02768 -Stamped Cement Concrete Pavement 0282 I -Chain-Link Fences -Alternate No.2 and 3 02860 -Site Accessories 02865 -Precast Wall System -Alternate No. 2 DIVISION 3 -CONCRETE • 03100 -Concrete Formwork 03200 -Concrete Reinforcement 03300 -Cast-In-Place Concrete 08/ 14/0 l TABLE OF CONTENTS ~0-004.05 TEQUESTA PUBLIC SAFETY FACILITY • DIVISION 4 -MASONRY 04100 -Mortar and Grout 04150 -Masonry Accessories 04220 -Concrete Unit Masonry 04230 -Reinforced Unit Masonry 04430 -Cast Stone DIVISION 5 -METALS 05120 -Structural Steel 05210 -Steel Joists and Joist Girders 05300 - N1eta1 Decking 05401 -Pre-Engineered Cold Formed Metal Framing 05500 -Metal Fabrications DIVISION 6 -WOOD AND PLASTICS 06100 -Rough Carpentry 06192 -Prefabricated Wood Trusses 06200 -Finish Carpentry • 06400 -Architectural Woodwork DIVISION 7 -THERMAL AND MOISTURE PROTECTION 07160 -Bituminous Dampproofing 07180 -Concrete Coating -Hardened Area 07210 -Building Insulation 07220 -Roof Deck Insulation 07245 -Exterior Finish Trim 07320 -Roof Tiles DIVISION 7 -THERMAL AND MOISTURE PROTECTION (cont'd) 07550 -Built-Up Modified Sheet Roofing 07620 -Sheet Metal Flashing and Trim 07700 -Roof Specialties and Accessories 07840 -Through-Penetration Firestop Systems 07900 -Joint Sealers DIVISION 8 -DOORS AND WINDOWS 081 12 -Standard Steel Doors and Frames 08114 - Bifold Doors and Tracks 08211 -Flush Wood Doors 08212 -Panel Wood Doors • 08305 -Access Doors 08331 -Overhead Coiling Doors 08410 -Aluminum Entrances and Storefronts 08520 -Aluminum Windows 08/ 14/0 I TABLE OF CONTENTS 2 ~'0-004.05 TEQUESTA PUBLIC SAFETY FACILITY • 08584 -Coiling Storm Shutters 08585 -Bahama Shutters 08620 -Translucent Panels with Frame 08710 -Finish Hardware 08800 -Glass and Glazing DIVISION 9 -FINISHES 09200 -Lath and Plaster 09260 -Gypsum Board Systems 09300 -Tile 09510 -Acoustical Ceilings 09622 -Resilient Athletic Flooring 09650 -Resilient Flooring 09705 -Resinous Flooring [Non-Slip Epoxy Coating (NSEC)] 09708 -Resinous Flooring (Epoxy) 09772 - Pretinished Panel Sysiem (Wood Veneer) 09900 -Painting -Condensed 09950 -Wall Coverings 09960 -High Performance Epoxy Coating 09980 -Textured Coating System DIVISION 10 -SPECIALTIES • 10166 -Solid Plastic Toilet Compartments 10200 -Louvers and Vents 10260 -Wall Guards and Corner Guards 10270 -Access Flooring 10350 -Ground-Set Flagpoles 10420 -Cast Metal Plaque and Logo 10445 -Interior Room Signs 10456 -Dimensional Letters and Numbers DIVISION 10 -SPECIALTIES (cont'd.) 10520 -Fire-Protection Specialties 10800 -Toilet and Bath Accessories 10900 -Uniform Storage Racks DIVISION 1 I -EQUIPMENT 1 1150 -Parking Control Equipment 1 1 190 -Security Specialties 1 1451 -Residential Appliances l 1610 -Laboratory Fume Hoods • DIVISION 12 -FURNISHINGS 12511 -Horizontal Louver Blinds 12624 -Office Systems Furniture 08/ l4/0l TABLE OF CONTENTS ,0-004.05 TEQUESTA PUBLIC SAFETY FACILITY • 12690 -Floor Mats and Frames DIVISION 13 -SPECIAL CONSTRUCTION 13851 -Fire Alarm 13916 -Fire-Suppression Sprinklers DIVISION 14 -CONVEYING SYSTEMS (Not Used) DIVISION 15 -MECHANICAL 1 X050 -Basic Mechanical Materials and Methods 15060 -Hangers and Supports 15081 -Duct Insulation (5083 -Pipe Insulation 15100 -Valves 15183 -Refrigerant Piping 15191 -Fuel Oil Piping 15194 -Fuel Gas Piping 1541 1 -Water Distribution Piping 15420 -Drainage and Vent Piping 15430 -Plumbing Specialties • 15440 -Plumbing Fixtures 15481 -Compressed Air Systems 15485 -Electric, Domestic Water Heaters 15671 -Condensing Units 15725 -Modular Indoor Air-Handling Units 15738 -Split-System Air-Conditioning Units 15750 -Kitchen Hood System 15815 -Metal Ducts 15820 -Duct Accessories 15853 -Power Ventilators 15855 -Diffusers, Registers, and Grilles 15900 - DDC Temperature Control System 15990 -Testing, Adjusting, and Balancing DIVISION 16 -ELECTRICAL 16050 -Basic Electrical Materials and Methods 16060 -Grounding and Bonding 16075 -Electrical Identification 16080 -Electrical Testing 16120 -Conductors and Cables 16130 -Raceways and Boxes DIVISION 16 -ELECTRICAL (cont'd) • 16140 -Wiring Devices 16145 -Lighting Control Devices 16231 -Packaged Engine Generators 08/ 14/0 I TABLE OF CONTENTS 4 ?0-004.0 TEQUESTA PUBLIC SAFETY FACILITY • 16289 -Transient Voltage Su ression PP 16410 -Enclosed Switches and Circuit Breakers 16415 -Transfer Switches 16420 -Enclosed Controllers 16441 -Switchboards 16442-Paneiboards 16491 -Fuses 1651 1 -Interior Lighting 16521 -Exterior Lighting • L 08/ 14/0 I TABLE OF CONTENTS EXHIBIT "B" ~s per drawing sheet "T1" revised on 9/10/01) INDEX OF DRAWINGS T1 COVER SHEET T2 SYMBOLS, LEGENDS, AND ABBREVIAT1pNS 1 BOUNDARY AND TOPOGRAPHIC SURVEY 2 BOUNDARY AND TOPOGRAPHIC SURVEY CML C1.1 PAVING, GRADING, AND DRAINAGE PLAN ~•2 HORIZONTAL CONTROL PLAN C1.3 WATER AND SEWER aSTRIBUIION PLAN C1.4 CML DETAILS C1.5 WATER AND SEWER DISTRIBUT1pN DETAILS LANDSCAPING L1 LANDSCAPE PLAN L2 LANDSCAPE DETAILS IR1 IRRIGATION PLAN IR2 IRRKATION DETAILS AND SPECIFICATIONS ARCHR'ECTURAL A1.1 ARCHITECTURAL SITE PLAN PHASE 1 A1.2 ARCHITECTURAL SRE PLAN FINAL PHASE A1.3 SITE PLAN DETAILS A1.4 RETENTION WALL ELEVATONN A2.o uFE sAFETY PLAN A2.1 FLOOR PLAN A22 EOUIPMEIYT PLAN A2.3 REFLECTED CEILING PLAN A2.4 WALL TYPES PLAN A2.5 PARTIAL PATTERN PLAN-RM. FIN. SCHEDULE A2.6 PARTIAL PATTERN PLAN-RM. FIN. SCHEDULE A2.7 TRAINING TOWER -ALT. PLANS AND DETAILS A28 ENLARGED PLANS A3.1 BUILDING ELEVATIONS A3.2 INTERIOR ELEVATKNIS A3.3 INTERIOR ELEVATIONS A3.4 INTERIOR DETAILS A3.5 INTERIOR DETAILS A4.1 ROOF PLAN A4.2 ROOF DETAILS A5.1 BUILDING SECTIONS A5.2 WALL SECTKNIS A5.3 WALL SECTIONS AND DETAILS A5.4 WALL SECTIONS AND DETAILS A6.1 DOOR AND WINDOW SCHEDULE A6.2 DOOR AND WINDOW DETAILS A6.3 DOOR AND WINDOW DETAILS A7.1 MISCELLANEOUS DETAILS r~ u STRUCTURAL 51.1 STRUCTURAL GENERAL NOTES S21 FOUNDATION PLAN S22 ROOF FRAMING PLAN S2.3 TOWER FRAMING S24 ENLARGED HARDENED AREA ROOF PLAN 53.1 SCHEDULES AND DETAILS 53.2 FOUNDATION SECTIONS AND DETAILS 53.3 FRAMING SECTIONS AND DETAILS 53.4 DETAILS 53.5 SECTIONS AND DETAILS 53.6 SECTIONS AND DETAILS MECHANICAL M1.1 MECHANK;AL LEGEND M21 HVAC PLAN M2.2 ENLARGED MECHANICAL ROOM PLANS M3.1 HVAC DETAILS M3.2 HVAC DETAILS M3.3 HVAC CONTROLS M4.1 HVAC SCHEDULES PLUMBING P1.1 PLUMBING LEGENDS AND SCHEDULES P21 PLUMING FLOOR PLAN -SANITARY PIPING P22 PLUMBING FLOOR PLAN -WATER, GAS, AND AIR PIPING P3.1 ENLARGED PARTIAL FLOOR PLANS - SANRARY P32 ENLARGED PARTIAL FLOOR PLANS -WATER P4.1 PLUMING SANITARY STACK DIAGRAM AND GAS RISER P5.1 PLUMING DETAILS P5.2 PLUMBING DETAILS RRE PROTECTION FPi FIRE SPRINKLER SRE PLAN FP2 FIRE SPRINKLER PLAN FP3 ATTIC SPRNKLER PLAN ELECTRICAL E0.1 ELECTRICAL LEGEND E1.1 ELECTRICAL SRE PLAN E21 LK~-iTING FLOOR PLAN E3.1 POWER FLOOR PLAN E4.1 C01~1MUNICATIONS FLOOR PLAN E5.1 TRAWING TOWER -LTG. AND POWER PLAN E6.1 ENLARGED PARTIAL FLOOR PLANS E6.2 EIS-ARCED PARTIAL FLOOR PLANS E7.1 ELECTRK:AL ONE-UNE DIAGRAM E72 SYSTEMS RISER DIAGRAMS E8.1 ELECTRICAL DETAILS E8.2 ELECTRK;AL DETAILS E8.3 ELECTRK:AL DETAILS E8.4 ELECTRICAL DETAILS E8.5 ELECTRK:AL DETAILS E9.1 ELECTRK:AL SCHEDULES E9.2 ELECTRK:AL SCHEDULES E9.3 ELECTRK:AL SCHEDULES FO d Ci cn-rc~... ~ .......__... -- EXHIBIT - C • General-Conditions of the Contract for Construction AIA Document A201 - 1997 1997 Edition -Electronic Format This document has imporant legal consequences. Consultation with an anonrey is encouraged with respect to its completion or modiFication. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED A[A DOCUMENT hIAY BE MADE 8Y USING AIA DOCUMENT D~101. This document hu been aFproved and endorsed by The Associated General Contractors of America. Copyright 19l I, 1915, 1918, 1925, 1977, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987, Q1997 by The American Institute of Architects. Fifteenth Edition. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the Unitzd Statrs and will subject the violator to legal prosecution. TABLE OF ARTICLES 1. GENERAL PROVISIONS 2. OWNER 3. CONTRACTOR • 4. ADMINISTRATION OF THE CONTRACT 5 ` UI.;CONTRACTORS 6. CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7. CHANGES IN THE WORK 8. TIME 9. PAYMENTS AND COMPLETION 10. PROTECTION OF PERSONS AND PROPERTY 1 1. INSURANCE AND BONDS 12. UNCOVERING AND CORRECTION OF WORK 13. MISCELLANEOUS PROVISIONS 14. TERMINATION OR SUSPENSION OF THE CONTRACT AIA DOCUMENT A?01•GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE Ah1ERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W„ WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopyin_ violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can he reproduced without violation until the date of expiration as naed below. Electronic Format A201-1997 User Document: 97AZO1.CON -- 4/l5/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page # I INDEX Acceptance of Nonconforming Work 9.6.6, 9.9.3, 12.3 ceptance of Work 9.6.6, 9.8.2, 9.9.3, 9.10.1-9:-IU.3,12.3 ccess to Work 3.16, 6.2. I , l 2.1 Accident Prevention 4.2.3, !0 Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 4.3.8, 4.4.1, 8.3.1, 9.5.1, 10.2.5,13.4.2,13.7,14.1 Addenda I.I.1, 3.11 Additional Costs, Claims for 4.3.4,4.3.5,4.3.6,6.1.1, 10.3 Additional Inspections and Testing 9.8.3, 12.2. l , l 3.5 Additional Time, Claims for 4.3.4, 4.3.7, 8.3.2 ADMINISTRATION OF THE CONTRACT 3.1.3,4,9.4,9.5 Advertisement or Invitation to Bid I.I.1 Aesthetic Effect 4.2.13, 4.5. L Allowances 3.8 All-risk Insurance 11.4.1.1 lications for Payment 4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.1 0, 11.1.3, 14.2.4, 14.4.3 Approvals 2.4, 3.1.3, 3.5, 3.10.2, 3.12, 4.2.7, 9.3.2, 13.4.2, 13.5 Arbitration 4.3.3, 4.4, 4.5.1, 4.5.2, 4.6, 8.3.1, 9.7.1, 11.4.9, 1 1.4.10 Architect 4.1 Architect, Definition of 4.1.1 Architect, Extent of Authority 2.4, 3.12.7, 4.2, 4.3.6, 4.4, 5.2, 6.3, 7.1.2, 7.3.6, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.8.3, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4 Architect, Limitations of Authority and Responsibility 2.1.1, 3.3.3, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 4.4, 5.2.1, 7.4, 9.4.2, 9.6.4, 9.6.6 Architect's Additional Services and Expenses 2.4,11.4.1.1,12.2.1,13.5.2,13.5.3,14.2.4 Architect's Administration of the Contract ti.1.3, 4.2, 4.3.4, 4.4, 9.4, 9.5 Architect's Approvals 2.4, 3.1.3, 3.5.1, 3.10.2, 4.2.7 Architect's Authority to Reject Work 3.5.1,4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.6 Architect's Decisions 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5, 4.4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4 Architect's Inspections 42.2, 4.2.9, 4.3.4, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5 Architect's Instructions 3.2.3,3.3.1,4.2.6,4.2.7,4.2.8,7.4.1, 12.1, 13.5.2 Architect's Interpretations 4.2.1 1, 4.2.12, 4.3.6 Architect's Project Representative 4.2. I 0 Architect's Relationship with Contractor 1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.10, 3.1 I , 3.12, 3.16, 3.18, 4.1.2, 4. I.3, 4.2, 4.3.4, 4.4.1. 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12, 13.4.2, 13.5 Architect's Relationship with Subcontractors 1.1.2,4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.4.7 Architect's Representations 9.4.2, 9.5.1, 9.10.1 Architect's Site Visits 4.2.E ?.5,4.2.9,4.3.4,9.4.2,9.5.1,9.9.2,9.10.1,13.5 Asbestos 10.3.1 Attorneys' Fees 3.18.1, 9.10.2, 10.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1,1.1.7,5.2.1,11.5.1 Boiler and Machinery Insurance 1 1.4.2 Bonds, Lien 9.10.2 Bonds, Performance, and Payment 7.3.6.4, 9.6.7, 9.10.3, 11.4.9, I I.5 Building Permit 3.7.1 Capitalization 1.3 Certiftcate of Substantial CUhtENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDfT10N - A!A -COPYRIGHT 1997 -THE A ERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-529? WARNING: Unlicensed phota:opyin~ violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #2 9.8.3. 9.8.4, 9.8.5 Certificates for Payment 4.2.5. 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1, 910.3,13.7,14.1.1.3,14.2.4 ~ificates of Inspection, TesTiag or Approval 13.5.4 Certificates of Insurance 9.10.2, 11.1.3 Change Orders 1.1.1, 2.4.1, 3.4.2, 3.$.2.3, 3.11.1, 3.12.8, 4.2.8, 4.3.4, 4.3.9, 5.2.3, ?.l, 7.2, 7.3, 8.3.1, 9.3.1.1, 9.10.3, 11.4.1.2, 11.4.4, 1 1.4.9, 12.1.2 Change Orders, Definition of 7.2.1 CHANGES IN THE WORK 3.1 I, 4.2.8, 7, 8.3.1,9.3.1.1, 11.4.9 Claim, Definition of 4.3.1 Claims and Disputes 3.2.3, 4.3,4.4,4.5,4.6,6.1.1,6.3,7.3.8,9.3.3,9.10.4, 10.3.3 Claims and Timely Assertion of Claims 4.6.5 Claims for Additional Cost 3.2.3, 4.3.4, 4.3.5, 4.3.6, 6.1.1, 7.3.8, 10.3.2 Claims for Additional Time 3.2.3,4„3.4,4.3.7,6.1.1,8.3.2, 10.3.2 Claims for Concealed or Unknown Conditions 4 3.4 s for Damages 3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.b.7, 10.3.3, 11.1.1, 1 1.4.5, 11.4.7, 14.1.3, 14.2.4 Claims Subject to Arbitration 4.4.1, 4.5.1, 4.6.1 Cleaning Up 3.15, 6.3 Commencement of Statutory Limitation Period 13.7 Commencement of the Work, Conditions Relating to 2.2.1, 3.2.1, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 4.3.5, 5.2.1, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 1 I.1, 11.4.1, 11.4.6, 11.5.1 Commencement of the Work, Definition of 8.1.2 Communications Facilitating Contract Administration 3.9.1, 4.2.4 Completion, Conditions Relating to 1.6.1, 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.10, 12.2, 13.7, 14.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 2.2, 13.7 Compliance with Laws 1.6.1, 3.2.2, 3.b, 3.7, 3.12.10. ?.13, 4.1.1, 4.4.8, 4.6.4, 4.6.6, 9.6.4, 10.2.2, 1 I.1, 1 I.4, 13.1, 13.4, 13.5. I , 13.5.2, 13.6, 14.1.1, 14.2.1.3 Concealed or Unknown Conditions 4.3.4, 8.3. l , 10.3 Conditions of the Contract I.l.l, 1.1.7, 6.1.1, 6.1.4 Consent, Written 1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.4. i, 13.2, 13.4.2 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4, 6 Construction Change Directive, Defini[ion of 7.3.1 Construction Change Directives 1.1.1,3.12.8,4.2.8,4.3.9,7.1, 7.3,9.3.1.1 Construction Schedules, Contractor's 1.4.1.2,3.10,3.12.1,3.12.2,4.3.7.2,6.1.3 Contingent Assignment of Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 4.3.3 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, 11.4.9, 14 Contract Administration 3.1.3, 4, 9.4, 9.5 Contract Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1, 11.1.3, 1 L4.6, 11.5.1 Contract Documents, The 1.1, 1.2 Contract Documents, Copies Furnished and Use of 1.6, 2.2.5, 5.3 Contract Documents, Definition of l.l.l Contract Sum 3.8, 4.3.4, 4.3.5, 4.4.5, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2, 5.2.3, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.4.1, 14.2.4, 14.3.2 Contract Sum, Definition of 9. I 9.8, 9.9.1, Contract Time 4.3.4, 4.3.7, 4.4.5, 5.2.3, 9.5.1, 9.7, 10.3.2, (2.1.1, Contract Time, Definition of 8.1.1 CONTRACTOR 7.2.1.3, 7.3, 7.4, 8.1.1, 8.2, 8.3.1, 4.3.2 3 Contractor, Definition of 3.1, 6.1.2 9.10.4.2, Contractor's Construction Schedules 1.4.1.2,3.10,3.12.1,3.12.2,4.3.7.2,6.1.3 Contractor's Employees UMENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006.5392. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted Lxlow. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6!2000 -- Page #3 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2. 4.2.3, 4.2.6. 10.2. 10.3, I l.l.l, 11.4.7, i4.1, 14.2.1.1, Contractor's Liability Insurance 11.1 tractor's Relationship with Separate Contractors and Owner's Forces 3.12.5, 3.14.2, 4.2.4, 6, 11.4.7, 12.1.2, 12.2.4 Contractor's Relationship with Subcontractors 1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2, 11.4.1.2, 11.4.7, 11.4.8 Contractor's Relationship with the Architect 1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, .5, 9.7, 9.8, 9.9, 10.2.6,10.3,11.3,11.4.7,12, 13.4.2,13.5 Contractor's Representations 1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2 Contractor's Responsibility for Those Performing the Work 3.3.2,3.18,4.2.3,4.3.8,5.3.1,6.1.3,6.2,6.3,9.5.1, 10 Contractor's Review of Contract Documents 1.5.2, 3.2, 3.7.3 Contractor's Right to Stop the Work 9.7 Contractor's Right to Terminate the Contract 4.3.10, 14.1 Contractor's Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3, 11.1.3, 1 L.5.2 ntractor's Superintendent 3.9, 10.2.6 tractor's Supervision and Conswction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.22, 4.2.7, 4.3.3, 6.1.3, 6.2.4, ; . i . i, 7.3.4, 7.3.6, 8.2, l0, 12, l4 Contractual Liability Insurance 11.1.1.8, 11.2, 11.3 Coordination and Correlation 1.2, 1.5.2,3.3.1,3.10,3.12.6,6.1.3,6.2.1 Copies Furnished of Drawings and Specifications 1.6, 2.2.5, 3.1 Copyrights 1.6, 3.17 Correction of Work 2.3, 2.4, 3.7.4, 4.2.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2, 13.7.1.3 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.6 Costs 2.4, 3.2.3, 3.7.4, 3.8.2, 3.15.2, 4.3, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.6, 7.3.7, 7.3.8, 9.10.2, f0.3.2, 10.5, 11.3, 11.4, 12.1,12.2.1,12.2.4,13.5,14 Cutting and Patching 6.2.5, 3.14 to Construction of Owner or Separate Contractors 3.14.2. 62.4, 9.2. L?, 10.2.1.2. 10.2.5, 10.6, 11. I . 11.4. 12..2.4 Damage to the Work 3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.6, I l .4, 12.2.4 Damages, Claims for 3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, Il.l.l, 11.4.5, l 1.4.7, 14.1.3, 14.2.4 Damages for Delay 6.1.1,8.3.3,9.5.1.6,9.7, 10.3.2 Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5, 4.4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 92, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4 Decisions to Withhold Certification 9.4.1,9.5,9.7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 23, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1, l 3.7.1.3 Defective Work, Definition of 3.5.1 Definitions l.l, 2.1.1, 3.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 4.3.1, 5.1, 6.12,7.2.1,7.3.1,7.3.6,8.1, 9.1,9.8.1 Delays and Extensions of Time 3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 7.5.1, 8.3, 9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2 Disputes 4.1.4, 4.3, 4.4, 4.5, 4.6, b.3, 7.3.8 Documents and Samples at the Site 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Use and Ownership of 1.1.1, 1.3, 2.2.5, 3.1 1, 5.3 Effective Date of Insurance 8.2.2, 11.1.2 Emergencies 4.3.5, 10.6, 14.1.1.2 Employees, Contractor's 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, l 1.1.1, 11.4.7, 14.1, 14.2.1.1 Equipment, Labor, Materials and 1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.2 Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3. (, 3.3, 3.4, 3.5, 3.7, 3.10, 3.12, 3.14, 4.2.2, 4.2.3, 4.3.3, 6.2.2, 7.1.3, 7.3.4, 8.2, 9.5, ~DOCU(v1ENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5293. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #4 9.9.1, 10.2. 10.3, 12.2, 14.2, 14.3 Extensions of Timc 3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3, 7.4.1, 9.5.1, 9.7.1,10.3.2,10.6.1,14.3.2 _ ilure of Payment 4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2. 13.6 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 1 1.1.3, l 1.4.1, l 1.4.5, 12.3. I , 13.7, l 4.2.4, 14.4.3 Financial Arrangements, Owner's 2.2.1, 13.2.2, 14.1.1.5 Fire and Extended Coverage Insurance 1 1.4 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials 10.2.4, 10.3, 10.5 Identification of Contract Documents 1.5.1 Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3. i 7, 3.18, 9.10.2, 10.3.3, 10.5, 11.4.1.2, 11.4.7 formation and Services Required of the Owner 2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, ]0.?.' 13.5.1,13.5.2,14.1.1.4,14.1.4 Injury or Damage to Person or Property 4.3.8, 10.2, 10.6 Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.9.2,9.10.1,12.2.1,13.5 Instructions to Bidders l.l.l 6.1.3, 6.1.4, 11.2, 11.4, Insurance, Project Nlana~ement Protective Liability 11.3 V Insurance, Property 10.2.5, 11.4 Insurance, Stored Materials 9.3.2, 11.4.1.4 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1, 11.4.1.5 Insurance Companies, Settlement with 11.4.10 Intent of the Contract Documents 1.2.1,4.2.7,4.2.12,4.2.13,7.4 Interest 13.6 Interpretation 1.2.3, 1.4,4.1.1,4.3.1,5.1,6.1.2,8.1.4 Interpretations, Written 4.2.11, 4.2.12, 4.3.6 Joinder and Consolidation of Claims Required 4.6.4 Judgment on Final Award 4.6.6 Labor and Materials, Equipment t .1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 42.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2. L2 Labor Disputes 8.3.1 Laws and Regulations 1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.C,, 9.E.4. 9.9.1,10.2.2,11.1,11.4,13.1, 13.4,13.5.1,13.5.2,13.6,14 Liens 2.1.2, 4.4.8, 8.2.2, 9.3.3, 9.10 9.8.2, 9.8.3, Limitation on Consolidation or Joinder 4.6.4 Instructions to the Contractor 3.2.3,3.3.1,3.8.1,4.2.8,5.2.1,7, 12,8.2.2, 13.5.2 Insurance 3.18.1,6.1.1,7.3.6,8.2.1,9.3.2,9.8.4,9.9.1,9.10.2, 9.10.5, 11 Insurance, Boiler and Machinery 11.4.2 Insurance, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.2, 11.1.2 Insurance, Loss of Use 1 1.4.3 Insurance, Owner's Liability 1.2 Limitations, Statutes of 4.6.3, 12.2.6, 13.7 Limitations of Liability 2.3, 3.2.1, 3.5.1, 3.7.3, 3.12.8, 3.12.10, 3.17, 3.18, 4.2.6, 4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.10.4, 10.3.3, 10.2.5,11.1.2,11.2.1,11.4.7,12.2.5,13.4.2 Limitations of Time 2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7. 4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3. I , 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6,11.4.10,12.2,13.5,13.7,14 Loss of Use Insurance 11.4.3 Material Suppliers 1.6,3.12.1,4.2.4,4.2.6,5.2.1,9.3,9.4.2,9.6,9.10.5 Materials, Hazardous 10.2.4, 10.3, 10.5 A DOCUMENT A301-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 2(N)0~5293. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of tlx: AIA and can be reproduced without violation until the date of expiration as naed below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #5 ~Iatetials. Labor, Equipment and 1.1.3, 1.1.6, 1.6.1, 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12, 3.13. 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 93.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2. L2 cans, Methods, Techniques; Sequences and Procedures of Construction 3.3.1,3.12.10,4.2.2,4.2.7,9.4.2 Mechanic's Lien 4.4.8 Mediation 4.4.1,4.4.5,4.4.6,4.4.8, 4.5,4.6.1,4.6.2,83.1, 10.5 Minor Changes in the Work 1.1.1,3.12.8,4.2.8,4.3.6,7.1,7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of Modifications to the Contract 1.1.1, 1.1.2, 3.7.3, 3.11, 10.3.2, 11.4.1 Mutual Responsibility 4 . l . 2 , 4.2.1, 5.2.3 , 7 , 8.3.1, 9.7 , 6.2 Nonconforming Work, Acceptance of 9.6.6, 9.9.3, 12.3 Nonconforming Work, Rejection and Correction of 2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 122.1, 13.7.1.3 Notice 2.2.1, 2.3, 2.4, 3.2.3, 3.3.1, 3.7.2, 3.7.4, 3.12.9, 4.3, 4.4.8, • 4.6.5, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 11.1.3, 11.4.6, 12.2.2, 12.2.4,13.3,13.5.1,13.5.2,14.1.14 Notice, Written 2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3,14 Notice of Testing and Inspections 13.5.1, 13.5.2 Notice to Proceed 8.2.2 Notices, Permits, Fees and 2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2 Observations, Contractor's 1.52, 3.2, 3.7.3, 4.3.4 Occupancy 2.2.2, 9.6.6, 9.8, 1 1.4.1.5 Orders, Written I.l.l, 2.3, 3.9, 4.3.6, 7, 14.3.1 OWNER 8.2.2, 1 1.4.9, l 2.1, 12.2, 13.5.2, 2 Owner, Definition of 2.1 Owner, Information and Services Required of the 2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4, 6.?.5, 9.3.2, 9.6.1, 9.6.4, 4.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2, 14. I . I.4, 14. l .4 Owner's Authority 1.6, 2.1.1, 2.3, 2.4, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.1.3, 4.2.4, 4.2.9, 4.3.6, 4.4.7, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.9.1, 9.10.2, 10.3.2, 1 1.1.3, 1 1.3. I , i 1.4.3, 11.4.10, 12.2.2, 12.3. l , 13.2.2, 14.3, 14.4 Owner's Financial Capability 2.2.1, 13.2.2, 14.1.1.5 Owner's Liability Insurance 11.2 Owner's Loss of Use Insurance 1 1.4.3 Owner's Relationship with Subcontractors 1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2 Owner's Right to Carry Out the Work 2.4, 12.2.4. 14.2.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction and to Award Separate Contracts 6.1 Owner's Right to Stop the Work 2.3 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1.1.1,1.6,2.2.5,3.2.1,3.11.1,3.17.1,4.2.1:,x.: Partial Occupancy or Use 9.6.6, 9.9, 11.4.1.5 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 Payment, Applications for 4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1 9.10.3, 9.10.5, 1 1.1.3, 14.2.4, 14.4.3 Payment, Certificates for 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.10.3, 13.7, 14.1.1.3, 14.2.4 Payment, Failure of 4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 142.1.2, Payment, Final 4.2.1, 4.2.9, 4.32, 9.8.2, 9.10, 11.1.2, 11.1.3, 12.3.1, 13.7, 14.2.4, 14.4.3 Payment Bond, Performance Bond and 7.3.6.4, 9.6.7, 9.10.3, l l .4.9, 11.5 Payments, Progress 4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3 PAYMENTS AND COMPLETION 9.8.5, 9.10.1, 9.7.1, 9.10.1, 13.6 1 1.4. I , 11.4.5, ~~ ~fA DOCUMENT A?01-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5293. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can lx reproduced without violation until the date of expiration az noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/I 5/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #6 9 Payments to Subcontractors x.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8, 14.2.1.2 10.3.1 ~ "" ~ " Performance Bond and Payment Bond 7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5 Permits, Fees and Notices 2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11, 3.12, 4.2.7 Prowess and Completion 4.2.2, 4.3.3, 8.2, 9.8, 9.9.1, 14.1.4 Progress Payments 4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3 Project, Definition of the 1.1.4 Project Management Protective Liability Insurance 11 "3 Project Manual, Definition of the 1.1.7 Project Manuals 2.2.5 •ct Representatives 4.2.10 Property Insurance 10.2.5, 11.4 PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Laws 1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6, 9.6.4, 9.9.1, 10.2.2,I1.i,11.4,13.1, 13.4,13.5.1,13.5.2,13.6,14 Rejection of Work 3.5. I , 4.2.6, l 2.2.1 Releases and Waivers of Liens 9.10.2 Representations 1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.8.2, 9.10.1 Representatives 2.1.1,3.1.1,3.9,4.1.1,4.2.1,4.2.10,5.1.1,5.1.2, 13.2.1 Resolution of Claims and Disputes 4.4, 4.5, 4.6 Responsibility for Those Performing the Work 3.3.2,3.18,4.2.3,4.3.8,5.3.1,6.1.3,6.2,6.3,9.5.1, 10 Retainage 9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3 Review of Contract Documents and Field Conditions by Contractor 1.5.2, 3.2, 3.7.3, 3.12.7, 6.1.3 Review of Contractor's Submittals by Owner and Architect 3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.1.3,9.2,9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12 Rights and Remedies 1.1.2, 2.3, 2.4, 3.5.1, 3.15.2, 4.2.6, 4.3.4, 4.5, 4.6, 5.3, 5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, l4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 4.6.2 Safety of Persons and Property 10.2, 10.6 Safety Precautions and Programs 3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.6 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.1 1, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, Construction 1.4.1.2,3.10,3.12.1,3.12.2,4.3.7.2,6.1.3 Separate Contracts and Contractors 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 4.6.-.. F, 8.3.1, l 1.4.7, t 2.1.2, 12.2.5 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.1 I , 3.12, 4.2.7 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 1.2.2,3.2.1,3.3.3,3.7.1,4.2,4.3.4,9.4.2,9.10.1, 13.5 Site Visits. Architect's 4.2.2,4.2.9,4.3.4,9.4.2,9.5.1,9.9.2,9.10.1, 13.5 Special Inspections and Testing 4.2.6, l 2.2. l , 13.5 Specifications, Definition of the 1.1.6 Specifications, The 1.1.1, 1.1.6, 1.1.7, 1.2.2, 1.6, 3.1 1, 3.12. l 0, 3.17 Statute of Limitations 4.6.3, 12.2.6, 13.7 Stopping the Work 2.3, 4.3.6, 9.7, 10.3, 14.1 Stored Materials 6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4 CUtvtENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can lx reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/(5/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #7 Subcontractor, Deftnition of x.1.1 SUBCONTRACTORS 5 contractors, Work by 1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6, 9.10 10.2.1, 11.4.7, 11.4.8, 14.1, 14.2.1, 14.3.2 Submittals 1.6, 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3 Subrogation, Waivers of b.l.l, 11.4.5, 11.4.7 Substantial Completion 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.103, 9.10.4.2, 12.2, 13.7 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of Architect 4.1.3 Substitutions of Materials 3.4.2, 3.5.1, 7.3.7 Sub-subcontractor, Definition of 5. L2 . Subsurface Conditions 4.3.4 ~cessors and Assigns 13.2 Superintendent 3.9, 10.2.6 Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3, 6.2.4, 7.1.3, 7.3.6, 8.2, 8.3.1, 9.4.2, 10, 12, 14 Surety 4.4.7, 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2 Surety, Consent of 9.10.2, 9.10.3 Surveys 2.2.3 Suspension by the Owner for Convenience 14.4 Suspension of the Work 5.4.2, 14.3 Suspension or Termination of the Contract 4.3.6, 5.4.1.1, 11.4.9, 14 Taxes 3.6, 3.8.2.1, 7.3.6.4 Termination by the Contractor 4.3.10, 14.1 Termination by the Owner for Cause 4.3.10, 5.4.1.1, 14.2 Termination of the Architect 4.1.3 Termination of the Contractor 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2. 9.10.1, 10.3.2, 11.4.1.1, 12.2.1,13.5 TIME 8 Time, Delays and Extensions of 3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 7.5.1, 8.3, 9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2 Time Limits 2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6,11.4.10,12.2,13.5,13.7,14 Time Limits on Claims 4.3.2,4.3.4,4.3.8,4.4, 4.5,4.6 Title to Work 9.3.2, 9.3.3 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions 4.3.4,8.3.1, 10.3 Unit Prices 4.3.9, 7.3.3.2 Use of Documents 1.1.1, 1.6,2.2.5,3.12.6,5.3 Use of Site 3.13; 6.1.1, 6.2. t Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.4.2 Waiver of Claims by the Contractor 4.3.10, 9.10.5, 11.4.7, 13.4.2 Waiver of Claims by the Owner 4.3.10, 9.9.3, 9.10.3, 9.10.4, 1 1.4.3, 11.4.5, 11.4.7, 12.2.2. I , 13.4.2, 14.2.4 Waiver of Consequential Damages 4.3.10, 14.2.4 . Waiver of Liens 9.10.2, 9.10.4 Waivers of Subrogation 6. l .1, I l .4.5, 11.4.7 Warranty 3.5, 4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7.1.3 Weather Delays DOCUhIENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AhIERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.. WASHINGTON, D.C. Zt7006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can bt reproduced without violation until the date of expiation as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6!2000 -- Page #8 4.3.7.2 Work, Definition of 1.1.3 uten Consent 1.6, 3.4.2, 3.12.8, 9.9.1, 9.10.2, 9.10.3, Written Interpretations 4.2.1 I , 4.2. l 2, 4.3.6 Written Notice • 14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5 11.4.1, 13.2, 13.4.2 2.3, 2.4, 3.3.1, 8.2.2, 9.7, 9.10, 13.3, 14 Written Orders I.l.l, 2.3, 3.9, 14.3. l 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1. 10.2.2, 10.3, l 1.1.3, 11.4.6, 12.2.2, 12.2.4, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, A DOCUtitENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 2000tr5392. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with pennission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Fot~nat A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #9 ARTICLE 1 GENERAL PROVISIONS 1.1 BASIC DEFINITIONS 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents consist of the Agreement between Owner and Contractor (hereinaftzr the Agreement), Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement and )viodifications issued after execution of the Contract. A Modification is (I} a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include other documents such as bidding requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid or portions of Addenda relating to bidding requirements) . 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (l) between the Architect and Contractor, (2) between the Owner and a Subcontractor or Sub-subcontractor, (3) between the Owner and Architect or (4) between any persons or entities other than the Owner and Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. 1.1.3 THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. 1.1.4 THE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate contractors. 1.1.5 THE DRAWINGS ": ~t~• Drawings are the graphic and pictorial portions of the Contract Document; ,Rowing the design, location and dimensions of .~ Work, generally including plans, elevations, sections, details, schedules and diagrams. 1.1.6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. 1.1.7 THE PROJECT MANUAL The Project Manual is a volume assembled for the Work which may include the bidding requirements, sample forms, Conditions of the Contract and Specifications. 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.2.3 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. 1.3 CAPITALIZATION lttDOCUtifENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE Ah1ER[CAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-529?. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was elecvonically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #10 1.3.1 Terms capitalized in these General Conditions include those which are (I) specifically dzlined, (2) the titles of numbered articles and identified references to Paragraphs, Subparagraphs and Clauses in the document ur Ia) the titles of other documents published by the American Institute of Architects. • 1.4 INTERPRETATION 1.4.1 In the interest of brevity the Contract Documents Frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. 1.5 EXECUTION OF CONTRACT DOCUMENTS 1.5.1 The Contract Documents shall be signed by the Owner and Contractor. If either the Owner or Contractor or both do not sign all the Contract Documents, the Architect shall identify such unsigned Documents upon request. 1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. 1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE 1.6.1 The Drawings, Specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service through which the Work to be executed by the Contractor is described. The Contractor may retain one record set. Neither the Contractor nor any Subcontractor, Sub-subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect or the Architect'sconsultants, and unless otherwise indicated the Architect and the Architect'sconsultants shall be deemed the authors of them and will retain all common law, statutory and other reserved rights, in addition to the copyrights. All copies of Instruments of Service, except the Contractor's record set, shall be returned or suitably accounted for to the Architect, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants, and copies thereof furnished to the Contractor, are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub-subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect's • consultants. The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and ot:,~r documents prepared by the Architect and the Architect's consultants appropriate to and for use in the execution of their Work ~ttder the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect and the Architect'sconsultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect'sorArchitect's consultants' copyrights or other reserved rights. ARTICLE 2 OWNER 2.1 GENERAL 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Subparagraph 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. 2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER 2.2.1 The Owner shall, at the written request of the Contractor, prior to commencement of the Work and thereafter, furnish to the Contractor reasonable evidence that financial arrangements have been made to fulfill the Owner's obligations under the !t DOCUh1ENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 2000Cs5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to Icgal prosecution. 'this document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration az noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/l5/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #1 I Contract. Furnishing of such evidence shall be a condition precedent to commencement or continuation of the Work. After such evidence has teen furnished, the Owner shall nut materially vary such financial arrangements without prior notice to the Contractor. • 2.2.2 Except for permits and fees, including those required under Subparagraph 3.7.1, which are the responsibilit of Y the Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction. use or occupancy of permanent structures or for permanent changes in existing facilities. 2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. 2.2.4 Information or services required of the Owner by the Contract Documents shall be furnished by the Owner with reasonable promptness. Any other information or services relevant to the Contractor's performance of the Work under the Owner's control shall be furnished by the Owner after receipt from the Contractor of a written request for such info[mation or services. 2.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, such copies of Drawings and Project Manuals as are reasonably necessary for execution of the Work. 2.3 OWNER'S RIGHT TO STOP THE WORK 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents as required by Paragraph 12.2 or persistently fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Subparagraph 6.1.3. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a • seven-day period after receipt of written notice from the Owner to commence and continue convection of such default or neglect with diligence and promptness, the Owner may after such seven-day period give the Contractor a second written notice to correct such deficiencies within athree-day period. If the Contractor within such three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect'sadditional services made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR 3.1 GENERAL 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Contractor" means the Contractor or the Contractor'sauthorized representative. 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect'sadministration of the Contract, or by tests, inspections or approvals required or performed by persons other than the Contractor. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR 3.2.1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall ~A DOCUMENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can bz reproduced without violation until the date of expiration as noted below. Electronic Format A20 I -1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Paoe #l2 carefully study and compare the various Drawings and other Contract Documents relative to that portion of the Work, as well as the infom~ation furnished by the Owner pursuant to Subparagraph 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it. These obligations are For the purpose • of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, any errors, inconsistencies or omissions discovered by the Contractor shall be reported promptly to the Architect as a request for information in such form as the Architect may require. 3.2.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the Architect, but it is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents. The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable .laws, statutes, ordinances, building codes, and rules and regulations, but any nonconformity discovered by or made known to the Contractor shall be reported promptly to the Architect. 3.2.3 If the Contractor believes that additional cost or time is involved because of clarifications or instructions issued by the Architect in response to the Contractor's notices or requests for information pursuant to Subparagraphs 3.2.1 and 3.2.2, the Contractor shall make Claims as provided in Subparagraphs 4.3.6 and 4.3.7. If the Contractor fails to perform the obligations of Subparagraphs 3.2.1 and 3.2.2, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. The Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents or for differences between field measurements or conditions and the Contract Documents unless the Contractor recognized such error, inconsistency, omission or difference and knowingly failed to report it to the Architect. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be • fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences u. procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any resulting loss or damage. 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor'semployees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors. 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. 3.4 LABOR AND MATERIALS 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 3.4.2 The Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order. 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. ~A DOCUMENT AZ01-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTIME OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.. WASHINGTON, D.C. 2000!:-5?92. WARNING: Unlictnsed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AtA and ran bt reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page # I3 3.5 WARRANTY 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be • of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be Free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 3.6 TAXES 3.6.1 'Ilse Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. 3.7 PERMITS, FEES AND NOTICES 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally required when bids are received or negotiations concluded. 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of the Work. 3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes,•ordinances, building codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Architect and Owner in writing, and necessary • changes shall be accomplished by appropriate Modification. 3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rule, and regulations without such notice to the Architect and Owner, the Contractor shall assume appropriate responsibility for such iVork and shall bear the costs attributable to correction. 3.8 ALLOWANCES 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. 3.8.2 Unless otherwise provided in the Contract Documents: .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (!) the difference between actual costs and the allowances under Clause 3.8.2.1 and (2) changes in Contractor's costs under Clause 3.8.2.2. 3.8.3 Cvtaterials and. equipment under an allowance shall be selected by the Owner in sufficient time to avoid delay in the Work. ~A DOCUh1ENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5''9?. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of ttte AIA and pn be reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page kl4 3.9 SUPERINTENDENT 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the • Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as Binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. 3.10.2 The Contractor shall prepare and keep current, for the Architect's approval, a schedule of submittals which is coordinated with the Contractor's construction schedule and allows the Architect reasonable time to review submittals. 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. 3.11 DOCUMENTS AND SAMPLES AT THE SITE 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to record field changes and selections made during construction, and one record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES • 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor. manufacturer, supplier or distributor to illustrate some portion of the Work. 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, dia~t.rnrs and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required by the Contract Documents the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Architect is subject to the limitations of Subparagraph 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals which are not required by the Contract Documents may be returned by the Architect without action. 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. Submittals which are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Architect without action. 3.12.6 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. lCfA DOCUMENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-529?. WARNING: Unlicensed photocopying violates U.S. copyright laws artd will subject the violator to legal prosecution. This document was electronically produced with permission or the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/l5/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #IS 3,12.7 i ne Contractor shall perform no portion of the 1~~'ork for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. - .. - 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect'sapproval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof. 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architec[ on previous submittals. 1n the absence of such written notice the Architect's approval of a resubmission shall not apply to such revisions. 3.12.10 The Contractor shall not be required to provide professional services which constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications; certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness • of the services, certifications or approvals performed by such design professionals, provided the Owner and Architect have specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to this Subparagraph 3.12.10, the Architect v.t.~ t~view, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with in~~rtnation given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract Documents. 3.13 USE OF SITE 3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. 3.14 CUTTING AND PATCHING 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. 3.15 CLEANING UP 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials. 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the cost thereof A DOCUMENT A?01-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE N.W., WASHINGTON. D.C. 2000i}5392. WARNING: Unlicensed photocopying violate U.S. copyright laws and will subject the violator to legal prosecution. This document was electtronically produced with permission of tlx: AIA and can bt: reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. A[A License Number 109766, which expires on 8/6/2000 -- Pale #16 shall be charged to the Contractor. 3.16 ACCESS TO WORK • 3.16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. 3.17 ROYALTIES, PATENTS AND COPYRIGHTS 3.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect. 3.18 INDEMNIFICATION 3.18.1 To the fullest extent permitted by law and to the extent claims, damages, tosses or expenses are not covered by Project Management Protective Liability insurance purchased by the Contractor in accordance with Paragraph 1 1.3, the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or deswction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Paragraph 3.18. 3.18.2 In claims against any person or entity indemnified under this Paragraph 3.18 by an employee of the Contractor, a • Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Subparagraph 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or I~~r the Contractor or a Subcontractor under workers' compensation acts, disability henefit acts or other employee benefit acts. ARTICLE 4 ADMINISTRATION OF THE CONTRACT 4.1 ARCHITECT 4.1.1 The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect" means the Architect or the Architect's authorized representative. 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld. 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a new Architect against whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the former Architect. 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents, and will be an Owner's representative (1) during construction, (2) until final payment is due and (3) with the Owner'sconcurrence, from time to time during the one-year period for correction of Work described in Paragraph 12.2. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified in writing in accordance with other provisions of the Contract. 'RIA DOCUtiIENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format A201- 1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #17 4.2.2 The architect, as a representative of the Owner, will visit the site at intervals appropriate to the ~tase of the Contractor's operations (I) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the 1~'ork completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Subparagraph 3.3.1. 4.2.3 The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities perfot~ninv portions of the Work. ` 4.2.4 Communications Facilitating Contract Administration. Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall endeavor to communicate with each other through the Architect abou[ matters arising out of or relating to the Contract. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. 4.2.6 The Architect will have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Subparagraphs 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall • give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. 4.2.7 The Archi[ect will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect'saction will be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect'sprofessional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Paraeraphs 3.3, 3.5 and 3.12. The Architect'sreview shall not constitute approval of safety precautions or, unless otherwise specifically staled by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work as provided in Paragraph 7.4. 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, will receive and forward to the Owner, for the Owner'sreview and records, written warranties and related documents required by the Contract and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. ~t'A DOCUMENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5?9?. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page til 8 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of. the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in • writing within any time limits agreed upon or otherwise with reasonable promptness. If no agreement is made concerning the time within which interpretations required of the Architect shall be furnished in compliance with this Paragraph 4.2, then delay shall not be recognized on account of failure by the Architect to furnish such interpretations until IS days after written request is made for them. 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and initial decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions so rendered in good faith. 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. 4.3 CLAIMS AND DISPUTES 4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of Contract terms, payment of money, extension of time or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. Claims must be initiated by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim. 4.3.2 Time Limits on Claims. Claims by either party must be initiated within 2l days after occurrence of the event giving rise to such Claim or within 2l days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Claims must be initiated by written notice to the Architect and the other party. 4.3.3 Continuing Contract Performance. Pending final resolution of a Claim except as otherwise agreed in writing or as • provided in Subparagraph 9.7.1 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Ownershall continue to make payments in accordance with the Contract Documents. 4.3.4 Claims for Concealed or Unknown Conditions. If conditions are encountered at the site which are (1) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions are disturbed and in no event later than 2l days after first observance of the conditions. The Architect will promptly investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall so notify the Owner and Contractor in writing, stating the reasons. Claims by either party in opposition to such determination must be made within 2l days after the Architect has given notice of the decision. If the conditions encountered are materially different, the Contract Sum and Contract Time shall be equitably adjusted, but if the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the adjustment shall be referred to the Architect for initial determination, subject to further proceedings pursuant to Paragraph 4.4. 4.3.5 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Paragraph 10.6. 4.3.6 If the Contractor believes additional cost is involved for reasons including but not limited to (I) a written interpretation from the Architect, (2) an order by the Owner to stop the Work where the Contractor was not at fault, (3) a written order for a minor change in the Work issued by the Architect, (4) failure of payment by the Owner, (5) termination of the Contract by the Owner, (6) Owner's suspension or (7) other reasonable grounds, Claim shall be filed in accordance with this Paragraph 4.~. ATA DOCUh1ENT A301-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AlA -COPYRIGHT 1997 -THE AhIERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 30006-5?92. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This docurtxnt was electronically produ.:cd with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15!2000. AIA License Number 10976b, which expires on 8/6/2000 -- Page #19 4.3.7 Claims for Additional Time 4.3.7.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be gtven. The Convactor's Claim shall include an estimate of cost and of probable effect of defy on progress of the Work. In the case of a continuins delay only,one Claim is necessary. 4.3.7.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. 4.3.8 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. 4.3.9 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. 4.3.10 Claims for Consequential Damages. The Contractor and Owner waive Claims asainst each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes: .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, Financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Subparagraph 4.3.10 shall be deemed to preclude an award of liquidated direct damages, when applicable, in accordance with the requirements of the Contract Documents. 4.4 RESOLUTION OF CLAIMS AND DISPUTES 4.4.1 Decision of Architect. Claims, including those alleging an error or omission by the Architect but excluding those arising under Paragraphs 10.3 through 10.5, shall be referred initially to the Architect for decision. An initial decision by the Architect shall be required as a condition precedent to mediation, arbitration or litigation of all Claims between the Contractor and Owner arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Architect with no decision having been rendered by the Architect. The Architect will not decide disputes between the Contractor and persons or entities other than the Owner. 4.4.2 The Architect will review Claims and within ten days of the receipt of the Claim take one or more of the followins actions: (l) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Architect is unable to resolve the Claim if the Architect lacks sufficient information to evaluate the merits of the Claim or if the Architect concludes that, in the Architect's sole discretion, it would be inappropriate for the Architect to resolve the Claim. 4.4.3 In evaluating Claims, the Architect may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Architect in rendering a decision. The Architect may request the Owner to authorize retention of such persons at the Owner's expense. 4.4.4 If the Architect requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either provide a response on the requested supporting data, advise RTR DOCUMENT A301-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 30006-539?. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the A1.1 and ran ba reproduced without violation until the date or expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #20 the Architect when the response or supportins data will be furnished or advise the Architect that no supporting data will he furnished. Upon receipt of the response or supporting data, if any, the Architect will either reject or approve the Claim in whop • or in part. - 4.4.5 The Architect will approve or reject Claims by written decision, which shall state the reasons therefor and which shall notify the parties of any change in the Contract Sum or Contract Time or both. The approval or rejection of a Claim by the Architect shall be final and binding on the parties but subject to mediation and arbitration. 4.4.6 When a written decision of the Architect states that (I) the decision is final but subject to mediation and arbitration and (2) a demand for arbitration of a Claim covered by such decision must be made within 30 days after the date on which the party making the demand receives the Final written decision, then failure to demand arbitration within said 30 days' period shall result in the Architect's decision becoming final and binding upon the Owner and Contractor. If the Architect renders a decision after arbitration proceedings have been initiated, such decision may be entered as evidence, but shall not supersede arbitration proceedings unless the decision is acceptable to all parties concerned. 4.4.7 Upon receipt of a Claim aeainst the Contractor or at any time thereafter, the Architect or the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default, the Architect or the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. 4.4.8 If a Claim relates to or is the subject of a mechanic'slien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the Claim by the Architect, by mediation or by arbitration. 4.5 MEDIATION 4.5.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those waived as provided for in Subparagraphs 4.3.10, 9.10.4 and 9.10.5 shall, after initial decision by the Architect or 30 days after submission of the Claim to the Architect, be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable • proceedings by either party. 4.5.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other party to the Contract and with the American Arbitration Association. The request may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 4.5.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 4.6 ARBITRATION 4.6.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those waived as provided for in Subparagraphs 4.3.10, 9.10.4 and 9.10.5, shall, after decision by the Architect or 30 days after submission of the Claim to the Architect, be subject to arbitration. Prior to arbitration, the parties shall endeavor to resolve disputes by mediation in accordance with the provisions of Paragraph 4.5. 4.6.2 Claims not resolved by mediation shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect. The demand for arbitration shall be filed in writing with the other party to the Contract and with the American Arbitration Association, and a copy shall be filed with the Architect. 4.6.3 A demand ftir arbitration shall be made within the time limits specified in Subparagraphs 4.4.6 and 4.6. l as applicable, - and in other cases within a reasonable time after the Claim has arisen, and in no event shall it be made after the date when AIA DOCUMENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1497 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 2000fr529?. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #21 institution of lesal or equitable proceedings based on such Claim would be barred by the applicable statute of limitations as determined pursuan[ to Parasraph 13.7. • 4.6.4 Limitation on Consolidation or Joinder. No arbitration arising out of or relatino to the Contract shall ' Include, by consolidation or~otnder or in any other manner, the Architect, the Architect'semployees or consultants, except by written consent containins specific reference to the Agreement and signed by the Architect, Owner, Contractor and any other person or entity sought to be joined. No arbitration shall include, by consolidation or joinder or in any other manner, parries other than the Owner, Contractor, a separate contractor as described in Article 6 and other persons substantially involved in a common question of fact or law whose presence is required if complete relief is to be accorded in arbitration. No person or entity other than the Owner, Contractor or a separate contractor as described in Article 6 shall be included as an original third party or additional third party to an arbitration whose interest or responsibility is insubstantial. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of a Claim not described therein or with a person or entity not named or described therein. The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court having jurisdiction thereof. 4.6.5 Claims and Timely Assertion of Claims. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. 4.6.6 Judgment on Final Award. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. • 5.1.2 ASub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to rfo pe rm a ponton of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if singular in number and means aSub-subcontractor or an authorized representative of the Sub-subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect will promptly reply to the Contractor in writing stating whether or not the Owner or the Architect, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Architect to reply promptly shall constitute notice of no reasonable objection. 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. IF the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitute. AIA DOCUhIENT A301-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration u noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Pale #22 5.3 SUBCONTRACTUAL RELATIONS 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to • the extent of the Work tQ be p~erfarmed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that: .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Paragraph 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcontractor and Contractor in writing; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relatins to the Contract. 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor'scompensation shall be equitably adjusted for increases in cost resulting from the suspension. ~TICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner'sowtt forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Paragraph 4.3. 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor wha executes each separate Owner-Contractor Agreement. 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Other until subsequently revised. 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner'sown forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and Articles 10, I 1 and 12. 6.2 MUTUAL RESPONSIBILITY 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of AIA DOCUMENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - A1.4 -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.. WASHINGTON, D.C. 20006-539?. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document wu elecvonically produced with permission of the AIA and can be reproduced without violation until the date of expiation as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 3/6/2000 -- Pale #23 their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. •6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner'sor separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. 6.2.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a separate contractor because of delays, improperly timed activities or defective construction of the Contractor. The Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the Work or defective construction of a separate contractor. 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Subparagraph 10.2.5. 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Subparagraph 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP 6.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Architect will allocate the cost among those responsible. TICLE 7 CHANGES IN THE WORK 7.1 GENERAL 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limi[ guns stated in this Article 7 and elsewhere in the Contract Documents. 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. 7.2 CHANGE ORDERS 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and Architect, stating their agreement upon all of the following: .1 change in the Work; .2 the amount of the adjustment, if any, in the Contract Sum; and .3 the extent of the adjustment, if any, in the Contract Time. 7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Subparagraph 7.3.3. 7.3 CONSTRUCTION CHANGE DIRECTIVES AIA DOCUMENT A301-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 2l)OOfr5293. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was clcctronically produced with permission of the AIA and can lx reproduced wi[hout violation until the date of expiration as noted below. Electronic FotTrtat A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #24 7.3.1 .~ Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general • scope of the Contract consisting-of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. 7.3.3 If the Construction Change Directive provides fur an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 unit prices stated in the Contract Documents or subsequently agreed upon; .3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 as provided in Subparagraph 7.3.6. 7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. 7.3.5 A Construction Change Directive signed by the Contractor indicates the agreement of the Contractor therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective • immediately and shall be recorded as a Change Order. 7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall be determined by the Architect on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit. In such case, and also under Clause 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Subparagraph 7.3.6 shall be limited to the following: .1 costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance; .2 costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .3 rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and .5 additional costs of supervision and field office personnel directly attributable to the change. 7.3.7 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change which results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and pro Fit shall be figured on the basis of nrt increase, if any, with respect to that change. AIA DOCUMENT AZ01•GENERAL CONDITIONS OF THE CONTRACT' FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5293. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can bt reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/1 512 000. AIA License Number 10976b, which expires on 8/6/2000 -- Page #25 7.3.8 Pending final determination of the total cost of a Construction Change Directive to the Owner, amounts not in dispute for such changes in the Work shall be included in Applications for Payment accompanied by a Change Order indicating the parties' ~greement with part or allvf.such zosts. For any portion of such cost that remains in dispute, the Architect will make an interim determination for purposes of monthly certification for payment for those costs. That determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a claim in accordance with Article 4. 7.3.9 When the Owner and Contractor asree with the determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order. 7.4 MINOR CHANGES IN THE WORK 7.4.1 The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such written orders promptly. ARTICLE 8 TIME 8.1 DEFINITIONS 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. 8.1.2 The date of commencement of the Work is the date established in the Agreement. 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Paragraph 9.8. ~.1.4 The tetra "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. 8.2 PROGRtSS AND COMPLETION 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 1 I to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless the date of commencement is established by the Contract Documents or a notice to proceed given by the Owner, the Contractor shall notify the Owner in writing not less than five days or other agreed period before commencing the Work to permit the timely filing of mortgages, mechanic's liens and other security interests. 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. 8.3 DELAYS AND EXTENSIONS OF TIME 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control, or by delay authorized by the Owner pending mediation and arbitration, or by other causes which the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Paragraph 4.3. AIA DOCUh1ENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE Ah1ERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.COPI -- 4/l5/2000. AIA License Number 109766, which expires on 8/6/2000 --Page 1#26 8.3.3 This Parasraph 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ~RTICLE 9 PAYMENTS AND C OMPLETION 9.1 CONTRACT SUM 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES 9.2.1 Before the first Application for Payment, the Contractor shall submit to the Architect a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor'sApplications for Payment. 9.3 APPLICATIONS FOR PAYMENT 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment for operations completed in accordance with the schedule of values. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for in the Contract Documents. 9.3.1.1 As provided in Subparagraph 7.3.8, such applications may include requests for payment on account of changes in the Work which have been properly authorized by Construction Change Directives, or by interim determinations of the Architect, but. not yet included in Change Orders. 9.3.1.2 Such applications may not include requests for payment for portions of the Work for which the Contractor does not intend to pay to a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor • intends to pay. 9.3.7 Unless otherwise provided in the Contract Documents, payments shall he made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. 'The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. 9.4 CERTIFICATES FOR PAYMENT 9.4.1 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Subparagraph 9.5.1. 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data comprising the Application for Payment, that the Work has progressed to the - point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance AIA DOCUMENT A301-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1497 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will wbject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can bt reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #27 with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The • issuance of a Certificate for Payment will Further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 9.5 DECISIONS TO WITHHOLD CERTIFICATION 9.5.1 The Architect may withhold a Certificate for Payment in .whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Subparagraph 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Subparagraph 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Subparagraph 3.3.2, because of: 1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; • .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or another contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or 7 persistent failure to carry out the Work in accordance with the Contract Documents. 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. 9.6 PROGRESS PAYMENTS 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment From the Owner, out of the amount paid to the Contractor on account of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reFlecting percentages actually retained from payments to the Contractor on account of such Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner. 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. AIA DOCUMENT A301-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 200065292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A20t.CON -- 4/15/2000. AIA License Number 1097bb, which expires on 8/b/2000 -- Page #28 9.6.4 Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of muney to a Subcontractor except as may otherwise be required by la~~. •9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6-2, 9.6.3 and 9.6.4. 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor. shall create any fiduciary liability or tort liability on the part of the Contractor for hreach of trust or shall entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. 9.7 FAILURE OF PAYMENT 9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount certified by the Architect or awarded by arbitration, then the Contractor may, upon seven additional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Contract Documents. 9.8 SUBSTANTIAL COMPLETION 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its .intended use. 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. 9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. AT DOCUMENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006.529?. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of tttn AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 10976ti, which expires on 8/6/2000 -- Paoe #29 9.9 PARTIAL OCCUPANCY OR USE 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is desienated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as .required under Clause 1 I:~.}.S and authorized by public authorities having jurisdiction over the Vliork. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them For payments. retainage, if any, security, maintenance, heat, utilities, damage to thz Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Subparagraph 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.10 FINAL COMPLETION AND FINAL PAYMENT 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner'sproperty might be rc;.ponsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfit:d, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.10.3 If, after Substantial Completion of the Work, final completion ther~oF is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from: .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; AIA DOCUMENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 2000tr5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/(5/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #30 .2 Failure; of the Work to comply with the requirements of the Contract Documents: or • .3 terms of special wrarranties required by the Contract Documents. 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 SAFETY PRECAUTIONS AND PROGRAMS 10.1.1 The Contractor shall be responsible For initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. 10.2 SAFETY OF PERSONS AND PROPERTY 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: .1 employees on the Work and other persons who may be affected thereby; 2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors orSub-subcontractors; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. • 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Clauses 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, aSubcontractor, aSub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Clauses 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Paragraph 3.18. 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall b~ the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. 10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its safety 10.3 HAZARDOUS MATERIALS AIA DOCUMENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 2000G-5292. WARNING: Unlicensed photo~opyin~ violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #3 I 10.3.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the • condition to the Owner attd Architect in writing. 10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut-down, delay and start-up, which adjustments shall be accomplished as provided in Article 7. 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect's consultants and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Subparagraph 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) and provided that such damage, loss or expense is not due to the sole negligence of a party seeking indemnity. 10.4 The Owner shall not be responsible under Paragraph 10.3 for materials and substances brought to the site by the Contractor unless such materials or substances were required by the Contract Documents. • 10.5 If, without negligence on the part of the Contractor, the Contractor is held liable for the cost of remediatian of a hazardous material or substance stalely by reason of performing Work as required by the Contract Documenu..he Owner shall indemnify the Contractor for all cost and expense thereby incurred. 10.6 EMERGENCIES 10.6.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Paragraph 4.3 and Article 7. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S LIABILITY INSURANCE 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Projec[ is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor's operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: 1 claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed; .2 claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; - .3 claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's AIA DOCUh1ENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.. WASHINGTON, D.C. 2000tr5392. WARNING: Unlicensed phota:opying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as owed below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number (09766, which expires on 8/6/2000 -- Page X32 employezs; • .4 claims for damages insured by usual personal injury liability coverage; .5 claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; .6 claims for damages because of bodily injury, death of a person or property damase arising out of ownership, maintenance or use of a motor vehicle; .7 claims for bodily injury or property damage arising out of completed operations; and .8 claims involving contractual liability insurance applicable to the Contractor's obligations under Paragraph 3.18. 11.1.2 The insurance requited by Subparagraph 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from date of commencement of the Work until date of final payment and termination of any coverage required to be maintained after final payment. 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These certificates and the insurance policies required by this Paragraph 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. If any of the Foregoing insurance coverages are required to remain in force after final payment and are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Subparagraph 9.10.2. Information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor with reasonable promptness in accordance .with the Contractor's information and belief. 11.2 OWNER'S LIABILITY INSURANCE 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. 11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE 11.3.1 Optionally, the Owner may require the Contractor to purchase and maintain Project Management Protective Liability insurance from the Contractor's usual sources as primary coverage for the Owner's,Contractor'sand Architect'svicarious liability for conswction operations under the Contract. Unless otherwise required by the Contract Documents, the Owner shall reimburse the Contractor by increasing the Contract Sum to pay the cost of purchasing and maintaining such optional insurance coverage, and the Contractor shall not be responsible for purchasing any other liability insurance on behalf of the Owner. The minimum limits of liability purchased with such coverage shall be equal to the aggregate of the limits required for Contractor's Liability Insurance under Clauses 11.1.1.2 through 1 1.1.1.5. 11.3.2 To the extent damages are covered by Project Management Protective Liability insurance, the Owner, Contractor and Architect waive all rights against each other for damages, except such rights as they may have to the proceeds of such insurance. The policy shall provide for such waivers of subrogation by endorsement or otherwise. 11.3.3 The Owner shall not require the Contractor to include the Owner, Architect or other persons or entities as additional insureds on the Contractor's Liability Insurance coverage under Paragraph 1 I . I . 11.4 PROPERTY INSURANCE 11.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder's risk "all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or AIA DOCUb1ENT A?01-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE N.W., WASHINGTON. D.C. 2000fr5292. WARNING: Unliccased photacopyin~ violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can br reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A20L.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #33 ~~therwise agreed in writin: by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Paragraph 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Paragraph l 1.4 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor. Subcontractors and Sub-subcontractors in the Project. 11.4.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect's and Contractor's services and expenses required as a result of such insured loss. 11.4.1.2 [f the Owner does not intend to purchase such property insurance required by the Contract and with all of the cavera~es in the amount described above, the Owner shall so inform the Contractor in writing prior to commencement of the Work. The Contractor may then effect insurance which will protect the interests of the Contractor, Subcontractors and Sub-subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by the failure or neslect of the Owner to purchase or maintain insurance as described above, without so notifying the Contractor in writing, then the Owner shall bear all reasonable costs properly attributable thereto. 11.4.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles. 11.4.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. 11.4.1.5 Partial occupancy or use in accordance with Paragraph 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. • 11.4.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner: this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds. 11.4.3 Loss of Use Insurance. The Owner, at the Owner'soption, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. 11.4.4 If the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. 11.4.5 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, the Owner shall waive all rights in accordance with the terms of Subparagraph 11.4.7 for damages caused by fire or other causes of loss covered by this separate property insurance. All separate policies shall provide this waiver of subrogation by endorsement or otherwise. 11.4.6 Before an exposure to loss may occur, the Owner shall fill with the Contractor a copy of each policy that includes insurance coverages required by this Paragraph 11.4. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days' prior written notice has been given to the Contractor. AIA DOCUh1ENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE N.W.. WASHINGTON. D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can lx reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. A[A License Number 109766, which expires on 8/6/2000 -- Page #l4 11.4.7 l~ givers of Subrogation. The Owner and Contractor waive ali rights against (1) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's consultants, • separate contractors described in Article 6. iF any, and any of their subcontractors, sub-subcontractors, agents and employees, for damases caused by Fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Paragraph 1 1.4 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors described in Article 6, if any, and the subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in Favor of other parties enumerated herein. The policies shall provide such waivers of 'subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. 11.4.8 A loss insured under Owner's property insurance shall be adjusted by the Owner as Fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Subparagraph 11.4.10. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. 11.4.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner'sduties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or in accordance with an arbitration award in which case the procedure shall be as provided in Paragraph 4.6. If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7. • 11.4.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within Five days after occurrence of loss to the Owner's exercise of this power; if such objection is made, the d~s,~ttte shall be resolved as provided in Paragraphs 4.5 and 4.6. The Owner as fiduciary shall, in the case of arbitration, make settlement with insurers in accordance with directions of the arbitrators. If distribution of insurance proceeds by arbitration is required, the arbitrators will direct such distribution. 11.5 PERFORMANCE BOND AND PAYMENT BOND 11.5.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. 11.5.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy to be made. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Architect, be uncovered for the Architect'sexamination and be replaced at the Contractor's expense without change in the Contract Time. 12.1.2 If a portion of the Work has been covered which the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, br at the Owner's expense. IF such Work is not in accordance with the Contract Documents, correction shall be at the Contractor'sexpense unless AIA DOCUtitENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1497 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON. D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration u noted below. Electronic Format A201-1997 User Document: 97A201.COlV -- 4/15/2000. AIA License 1Vumber 109766, which expires on 8/6/2000 -- Page #35 the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. i 12.2 CORRECTION OF WORK 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION 12.2.1.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of cotTecting such rejected Work, including additional testing and inspections and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. 12.2.2 AFTER SUBSTANTIAL COMPLETION 12.2.2.1 In addition to the Contractor's obligations under Paragraph 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Subparagraph 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. IF the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Paragraph 2.4. 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual performance of the Work. 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Paragraph 12.2. • 12.2.3 The Contractor shall remove from the site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents. 12.2.5 Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents. Establishment of the one-year period for correction of Work as described in Subparagraph 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. 12.3 ACCEPTANCE OF NONCONFORMING WORK 12.3.1 If the Owner prefers to accept Work which is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equi[able. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 GOVERNING LAW 13.1.1 The Contract shall be governed by the law of the place where the Project is located. 13.2 SUCCESSORS AND ASSIGNS - 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to AIA DOCUMENT A301-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE Ah1ERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopyin¢ violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can ba: reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Pale #36 the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants. agreements and obligations contained in the Contract Documents. Except as provided in Subparagraph 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an • assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to an institutional lender providing construction financing for the Project. In such event, the lender shall assume the Owner'srights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. 13.3 WRITTEN NOTICE 13.3.1 Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by registered or certified mail to the last business address known to the party giving notice. 13.4 RIGHTS AND REMEDIES 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. 13.5 TESTS AND INSPECTIONS 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances. rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be -made so that •the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections or approvals which do not become, requirements until after bids are received or negotiations concluded. 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Subparagraph 13.5. t, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Subparagraph 1:1.5.3, shall be at the Owner's expense. 13.5.3 If such procedures for testing, inspection or approval under Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses shall be at the Contractor's expense. 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will du so promptly and, where practicable, at the normal place of testing. 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 13.6 INTEREST 13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate as ~DOCUhtENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-529"'. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #37 the parties may asree upon in writing or, in the ah;ence thereof, at the legal rate prevailin_ from timz to time at the place where the Project i; 10Ca[Cd. • 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD 13.7.1 As between the Owner and Contractor: 1 Before Substantial Completion. As to acts or failures to act occurring prior to the relevant date of Substantial Completion, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than such date of Substantial Completion; .2 Between Substantial Completion and Final Certificate for Payment. As to acts or failures to act occurring subsequent to the relevant date of Substantial Completion and prior to issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of issuance of the final Certificate for Payment; and .3 After Final Certificate for Payment. As to acts or failures to act occurring after the relevant date of issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to-run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of any act or failure to act by the Contractor pursuant to any Warranty provided under Paragraph 3.5, the date of any correction of the Work or failure to correct the Work by the Contractor under Paragraph 12.2, or the date of actual commission of any other act or failure to perform any duty or obligation by the Contractor or Owner, whichever occurs last. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 TERMINATION BY THE CONTRACTOR 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: • .1 issuance of an order of a court or other public authority having jurisdiction which requires all Work to be stopped; .2 an act of government, such as a declaration of national emergency which requires all Work to be stopped; 3 because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Subparagraph 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the ContracE Documents; or .4 the Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Subparagraph 2.2.1. 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Paragraph 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. 14.1.3 IF one of the reasons described in Subparagraph 14.1.1 notice to the Owner and Architect, terminate the Contract and proven loss with respect to materials, equipment, tools, and overhead, profit and damages. or 14.1.2 exists, the Contractor may, upon seven days' written recover from the Owner payment for Work executed and for construction equipment and machinery, includins reasonable 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has persistently failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to ~A DOCUMENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AIrIERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5293. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can br reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Pale #38 the progress of the Work, the Contractor may, upon sev~tt additional days' written notice to the Owner and the Architect. terminate the Contract and recuver From the Owner as provided in Subparagraph 14.1.3. 14.2 TERMINATION BY THE OWNER FOR CAUSE 14.2.1 The Owner may terminate the Contract if the Contractor: 1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Architect that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor'ssurety, if any, seven days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 accept assignment of subcontracts pursuant to Paragraph 5.4; and .3 finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the • Work. 14.2.3 When the Owner terminates tl~e Contract for one of the reasons stated in Subparagraph 14.2.1, the Contractur ~ttall not be entitled to receive further payment until the Work is finished. 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived. such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Architect, upon application, and this obligation for payment shall survive termination of the Contract. 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases to the cost and time caused by suspension, delay or interruption as described in Subparagraph 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent: .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. ~A DOCUM1fENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION -AIA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be tzproduced without violation until the date of expiration as noted below. Electronic FotTrtat A201-1997 User Document: 97A201.CON -- 4/15/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #39 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner'sconvenience, the Contractor shall: • .1 cease operations as directed by the Owner in the notice: .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. 14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. ., .~ DOCUMENT A301-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997 EDITION - AlA -COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5293. WARNING: Unlicensed photocopyin¢ violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format A201-1997 User Document: 97A201.CON -- 4/18/2000. AIA License Number 109766, which expires on 8/6/2000 -- Page #a0 AIA Document A31z - ectronlc Format Performance Bond l EYHISIT - D ~. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES: CONSllLTATION WITH AN ATTORNEY i5 ENCOllRAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE IvIADE BY llSING AIA DOCllIvIENT D4oi. Any singular reference to Contract, Surety, Owner or other party shall be considered plural where applicable. CONTRACTOR (Name and Address): David Brooks Enterprises Inc 9000 Burma Road -Suite 101 Palm Beach Gardens FL 33403 SURETY (Name and Principal Place of Business): Guinard Comoanv P. O. Box 180817 Casselberry FL 32718 OWNER (Name and Address): . Villaoe of Teouesta Palm Beach Countv 250 Tequesta Drive Teouesta. Florida 33469-6203 CONSTRllCT~01~ CONTRACT Date: I o I ~ ~ I Amount: $3.601.366 Description (Name and Location): Teouesta Public Safety Facility BOND Date (Not earlier than Construction Contract Date): Amount: $3.601.366 Modifications to this Bond: None a See Last Page ~NTRACTOR AS PRINCIPAL ompany: (Corporate Seal) David Brooks Enterprises Inc Signature: Name and Title: David Brooks President (Any additional signatures appear on the last page) (FOR INFORMATION ONLY-Name, Address and Telephone) AGENT or BROKER: 1 The Contractor and the Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. ~ If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except to participate in conferences as provided in Subparagraph 3.t. 3 If there is no Owner Default, the Surety's obligation under this Bond shall arise after: SURETY Company: Guinard Companv Signature: Name and Title: (Corporate Seal) OWNER'S REPRESENTATIVE (Architect, Engineer or other party): 3.1 The Owner has notified the Contractor and the Surety at its address described in Paragraph to below that the Owner is considering declaring a Contractor Default and has requested and attempted to arrange a conference with the Contractor and the Surety to be held not later than fifteen days after receipt of such notice to discuss methods of performing the Construction Contract. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; and i'~C)tiMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. •~ ...~, '.•YY., '~`~"nirvulVlV, U.C. 20006-5292.-AIA DOCUMENT A31Z photocopying violates U.S. copyright laws and is subject to legal prosecutionlATOhis doHume tRwasle ectronically produced wth permissioln ofsthe AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: tequesta_312.aia -- 10/15/2001. AIA License Number 1007569, which expires on 10/31/2002. Electronic Format A312-1984 1 3.2 The Owner has declared a Contractor Default and formally terminated the Contractor's right to complete the contract. Such Contractor Default shall not be declared earlier than twenty days after the Contractor and the • Suteiy have received notice as provided in Sub-paragraph 3.t; and 3.3 The Owner has agreed to pay the Balance of the Contract Price io the Surety in accordance wish the terms of the Construction Contract or to a contractor selected to perform the Construction Contract in accordance with the terms of the contract with the Owner. 4 When the Owner has satisfied the conditions of Paragraph 3, the Surety shall promptly and at the Surety's expense take one of the following actions: 4.1 Arrange for the Contractor, with consent of the Owner, to perform and complete the Construction Contract; or 4.2 Undertake to perform and complete the Construction Contract itself, through its agents or through independent contractors; or 4.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and the contractor selected with the Owner's concurrence, to be secured with performance and payment bonds executed by a qualified • surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Paragraph 6 in excess of the Balance of the Contract Price incurred by the Owner resulting from the Contractor's default; or 4.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: 1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, tender payment therefor to the Owner; or .2 Deny liability in whole or in part and notify the Owner citing reasons therefor. 5 If the Surety does not proceed as provided in Paragraph 4 with reasonable promptness, the Surety shall be deemed to be in default on this Bond fiheen days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Subparagraph 4.4, and the Owner refuses the payment tendered or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. 6 After the Owner has terminated the Contractor's right to complete the Construction Contract, and if the Surety elects to act under Subparagraph 4.i, 4.2, or 4.3 above, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. To the limit of the amount of this Bond, but subject to commitment by the Owner of the Balance of the Contract Price to mitigation of costs and damages on the Construction Contract, the Surety is obligated without duplication for: 6.1 The responsibilities of the Contractor for correction of defective work and completion of the Construction Contract; 6.2 Additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Paragraph 4; and 6.3 Liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non-performance of the Contractor. 7 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators or successors. 8 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or io related subcontracts, purchase orders and other obligations. 9 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or Fails to perform its obligations under this Bond, whichever occurs first. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. 10 1Votice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the signature page. 11 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted here from and provisions conforming to such ---- --- ~---- niw ~vw, v.~.. c~nn~o-~t7L. HIH UVIVIrItNI HSIL • ORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. AIAO THIRD PRINTING MARCH 1987 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until The date of expiration as noted below. User Document: tequesta_312.aia -- 10/15/2001. AIA License Number 1007569, which expires on 10/31/2001. Electronic Format A312-1984 2 statutory or other legal requirement shall be deemed incorporated herein. The intent is that this Bond shall be construed as a statutory bond and not as a common law bond. DEFINITIONS 12.1 Balance of the Contract Price: The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: 12.2 Construction Contract: The agreement between the Owner and the Contractor identified on the signature page, including all Contract Documents and changes thereto. 12.3 Contractor Default: Failure of the Contractor, which has neither been remedied nor waived, to perform or otherwise to comply with the terms of the Construction Contract. 12.4 Owner Default: Failure of the Owner, which has neither been remedied nor waived, to pay the Contractor as required by the Construction Contract or to perform and complete or comply with the ocher terms thereof. (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL Company: Signature: - Name and Title: Address: David Brooks President 9000 Burma Road -Suite 101 Palm Beach Gardens FL 33403 SllRETY Company: Guinard Com anv Signature: Name and Title: Address: P. O. Box 180817 Casselberry FL 32718 (Corporate Seal) AIA Document A3r2 - ectronlc Format Payment Bond EXNISIT - E ~' THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES: CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR NIODIF[CATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT 1v1AY BE MADE BY llS1NG AIA DOCUMENT D4oi. Any singular reference to Contract, Surety, Owner or other party shall be considered plural where applicable. CONTRACTOR (Name and Address): David Brooks Enterprise Inc 9000 Burma Road Suite 101 _ Palm Beach Gardens FL 33403 OWNER (Name and Address): SllRETY {Name and Principal Place of Business): Guinard Companv P. O. Box 180817 Casselberry FL 32718 CONSTRUCTION CONTRACT Date: 10~ i~~zvt~ ! Amount: $3.601.366 Description (Name and Location): Teouesta Public Safety Facility BOND (Corporate Seal) David Brooks Enterprise Inc Date (Not earlier than Construction Contract Date): Amount: $3.601366 Modifications to this Bond: ~ None See Last Page I'e~lrpRMANCE BOND AND PAYMENT BOND ~ ~~~~ ~~~"•"`' "'""'' "°^'nnv~~vw, u.C.. 10006-5 2 9 2. AIA DOCUMENT A312 • DECEMBER 1984 ED. AIAO THIRD PRINTING MARCH 1987 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: tegvesta_312.aia -- 10/15/2001. AIA License Number 1007569, which expires on 10!31/2002. Electronic Format A312-1984 3 CONTRACTOR AS PRINCIPAL Company: (Corporate Seal) David Brooks Enterprise Inc -Si nature: g Name and Title: David Brooks. President (Any additional signatures appear on the last page) (FOR INFORMATIONONLY-Name, Address and Telephone) AGENT or BROKER: 1 The Contractor and the Surety, jointly and severally bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished For use in the performance of the Construction Contract, which is incorporated herein by reference. 2 With respect to the Owner, this obligation shall be null and void if the Contractor: 2.1 Promptly makes payment, directly or indirectly, for all sums due Claimants, and 2.2 Defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity whose claim, demand, lien or suit is for the • payment for labor, materials or equipment furnished for use in the performance of the Construction Contract, provided the Owner has promptly notified the Contractor and the Surety (at the address described in Paragraph 12) of any claims, demands, liens or suits and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety, and provided there is no Owner Default. 3 With respect to Claimants, this obligation shall be null and void if the Contractor promptly makes payment, directly or indirectly, for all sums due. 4 The Surety shall have no obligation to Claimants under this Bond until: 4.1 Claimants who are employed by or have a direct contract wish the Contractor have given notice to the Surety (at the address described in Paragraph iz) and sent a copy, or notice thereof, to the Owner, stating that a claim is being made under this Bond and, with substantial accuracy, the amount of the claim. 4.2 Claimants who do not have a direct contract with the Contractor: 1 Have furnished written notice to the Contractor and sent a copy, or notice thereof, to the Owner, within 9o days after having last performed labor SURETY Company: Guinard Company Signature: _ Name and Title: (Corporate Seal) OWNER'S REPRESENTATIVE (Architect, Engineer or other party): Gee & Jenson Engineers-Architects-Planners Inc or last furnished materials or equipment included in the claim stating, with substantial accuracy, the amount of the claim and the name of the party to whom the materials were furnished or supplied or for whom the labor was done or performed; and .2 Have either received a rejection in whole or in part from the Contractor, or not received within 3o days of furnishing the above notice any communication from the Contractor by which the Contractor has indicated the claim will be paid directly or indirectly; and .3 Not having been paid within the above 3o days, have sent a written notice to the Surety (at the address described in Paragraph iz) and sent a copy, or notice thereof, to the Owner, slating that a claim is being made under this Bond and enclosing a copy of the previous written notice furnished to the Contractor. 5 If a notice required by Paragraph 4 is given by the Owner to the Contractor or to the Surety, that is sufficient compliance. 6 When the Claimant has satisfied the conditions of Paragraph 4, the Surety shall promptly and at the Surety's expense take the following actions: 6.1 Send an answer to the Claimant, with a copy to the Owner, within 45 days after receipt of the claim, staling the amounts that are undisputed and the basis for challenging any amounts that are disputed. 6.2 amounts. 7 The Surety's total obligation shall not exceed the amount of this Bond, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. 8 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and io satisfy claims, if any, under --- ~ ---- ~---..__, .•.••., ••,•~......,,~,., v.~. cv~nw-~c7[. NIH VVIUMtNI Ajl1 • ORMANCE BOND AND PAYMENT BOND DECEMBER 1984 ED. •AIA® THIRD PRINTING • MARCH 1987 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: tequesta_312.aia -- 10/15/2001. AIA License Number 1007569, which expires on 10/31/2002. Pay or arrange for payment of any undisputed Electronic Format A31Z-1984 4 any Construction Performance Bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of Contractor and the Surety under this Bond, subject to the net's priority to use the funds for the completion of the work. 9 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligations to make payments to, give notices on behalf of, or otherwise have obligations to Claimants under this Bond. 10 The Surety hereby waives notice of any change, including changes of time, io the Construction Contract or to related subcontracts, purchase orders and other obligations. 11 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the location in which the work or part of the work is located or after the expiration of one year from the date (i) on which the Claimant gave the notice required by Subparagraph 4.i or Clause 4.2.3, or (z) on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of (i) or (2) first occurs. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. Notice to the Surety, the Owner or the Contractor be mailed or delivered to the address shown on the signature page. Actual receipt of notice by Surety, the Owner or the Contractor, however accomplished, shall be sufficient compliance as of the date received at the address shown on the signature page. MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming io such statutory or other legal requirement shall be deemed incorporated herein. The intent is that this Bond shall be construed as a statutory bond and not as a common law bond. 14 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor shall promptly furnish a copy of this Bond or shall permit a copy to be made. 15 DEFINITIONS 15.1 Claimant: An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the performance of the Contract. The intent of this Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were furnished. 15.2 Construction Contract: The agreement between the Owner and the Contractor identified on the signature page, including all Contract Documents and changes thereto. 15.3 Owner Default: Failure of the Owner, which has neither been remedied nor waived, to pay the Contractor as required by the Construction Contract or to perform and complete or comply with the other terms thereof. (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL Company: Signature: Name and Title: Address: Signature: _ Name and Title: Address: (Corporate Seal) RMANCE BOND AND PAYMENT BOND DECEMBER 1984 ED. •~ . ~~~~~~•V~v~~' ~'c~ ~uWb-s~yl. AIA DOCUMENT A312 • AIAO THIRD PRINTING MARCH 1987 WARNING: Unlicensed p copying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: tequesta_312.aia -- to/158001. AIA License Number 1007569, which expires on 10/31/2002. SllRETY (Corporate Seal) Company: Electronic Format A312-1984 5 20-004.05 TEQUESTA PUBLIC SAFETY FACILITY ~ EXHIBIT - F 08/14/01 Addendum No. 1 8/31/01 • SUPPLEMENTARY CONDITIONS TO THE GENERAL CONDITIONS ARTICLE 1 -GENERAL PROVISIONS 1.1.3 THE WORK Delete Paragraph 1.1.3 and replace with the following: "The term "Work" means the completed construction required by the Contract Documents and includes all labor necessary to produce such construction, and all materials and equipment incorporated or to be incorporated in such construction." Add the following after Subparagraph 1.1.7: 1.1.8 MISCELLANEOUS DEFINITIONS 1.1.8.1 The term "provide" as used in the Project Manual means to furnish and install, complete and ready for intended use. ` 1.1.8.2 The term "product" as used in the Project Manual includes materials, fabrications, systems and equipment. • 1.1.8.3 The term "Architect/Engineer" as used in the Contract Documents indicates the firm, person or corporation named as the Architect in the Agreement. 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS Add the following sentence to Subparagraph 1.2.2: "Sections of Division One -General Requirements govern the execution of all sections of the Specifications." Add the following after Subparagraph 1.2.3: 1.2.4 Standard specifications and manuals of technical societies, organizations or associations, or statutes and regulations of governmental agencies used as a Reference in the Contract Documents, either by specific statement or implication, shall mean the latest standard specification, manual, code, statute or regulation in effect at the time of opening of Bids. No provision of any Reference used in the Contract Documents shall change or reassign the duties and responsibilities of the Owner, Contractor, Architect, or any consultants and agents of any of them from those set forth in the Contract Documents. ARTICLE 2 -OWNER 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER Delete Subparagraph 2.2.1 and replace with the following: • 2.2.1 The Owner shall, upon request of the Contractor, prior to the execution of the Agreement and at times thereafter as agreed to by the Owner, furnish to the Contractor reasonable evidence that financial arrangements have been made to fulfill the Owners obligations under the Contract. SUPPLEMENTARY CONDITIONS TO THE GENERAL CONDITIONS SGC-1 20-004.05 TEQUESTA PUBLIC SAFETY FACILITY 08/14/01 Addendum No. 1 8/31/01 • Delete Subparagraph 2.2.5 and replace with the following: 2.2.5 The Contractor will be furnished free of charge, S copies of the Contract Documents for the execution of the Work. Additional copies will be furnished, upon request, at the cost of reproduction, postage and handling. ARTICLE 3 -CONTRACTOR 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY THE CONTRACTOR Add the following after Subparagraph 3.2.1: 3.2.1.1 Contractor shall ascertain the location of all existing utilities prior to beginning new and alteration work. Verify locations of utility lines shown on drawings; locate and mark each utility prior to start of construction. Any damage caused to any utility as a result of work on this Project shall be promptly repaired or replaced at the sole expense of the Contractor and no additional money will be paid by the Owner. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES Add the following after Subparagraph 3.3.1: • 3.3.1.1 The Contractor shall review, verify, and be in agreement with any specified construction or installation procedure and instruction prior to performing the Work, including manufacturers recommendations and referenced standards, and shall report to the Architect at once if the specified procedure and instruction (1} does not appear to follow reasonable construction practice; (2) may invalidate any specific warranty or the general Contractors warranty; or (3) may be objectionable to the Contractor for some reason. 3.3.1.2 In conjunction with reporting an objection, the Contractor shall propose in writing, alternative procedures to which the Contractor will agree and warrant. 3.4 LABOR AND MATERIALS Add the following sentence to subparagraph 3.4.1: "The use of asbestos or asbestos-based fiber materials is prohibited." 3.5 WARRANTY Delete subparagraph 3.5.1 and replace with the following: "3.5.1 The Contractor warrants, for a period of twelve (12) months from substantial completion, to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including • substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the SUPPLEMENTARY CONDITIONS TO THE GENERAL CONDITIONS SGC-2 20-004.05 TEQUESTA PUBLIC SAFETY FACILITY 08/ 14/01 Addendum No. 1 8/31/01 • Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment." Add the following after Subparagraph 3.5.1: 3.5.2 Specific and special warranties specified are in addition to, and not in lieu of, the Contractors general warranty. The Contractor shall not be relieved of its general warranty obligation by the specification of specific products or procedures. 3.7 PERMITS, FEES AND NOTICES Delete Subparagraph 3.7.1 and replace with the following: 3.7.1 Unless otherwise specifically provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and government fees, threshold and special inspection fees, utility tap fees, permanent utility meter installation fees, licenses and inspections necessary for proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally required when bids are received or negotiations concluded. Add the following sentence to Subparagraph 3.7.2: "Except as expressly required by applicable laws and governing authorities, neither the Owner nor the Architect shall be responsible for monitoring the Contractors' compliance and notification requirements." • 3.9 SUPERINTENDENT Add the following after Subparagraph 3.9.1: 3.9.2 Submit work experience and references of proposed Superintendent for Owner's review and approval prior to beginning the Work. An approved Superintendent shall not be removed from the project without the prior approval of the Owner. The Contractor shall, upon demand from Owner, immediately remove any Superintendent whom the Owner may consider incompetent or undesirable. Delete subparagraph 3.10.1 and replace with the following: "3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised with each progress payment submittal; shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work." ARTICLE 4 -ADMINISTRATION OF THE CONTRACT 4.1 ARCHITECT Delete Subparagraph 4.1.2 in its entirety. • In Subparagraph 4.1.3, delete the phrase "...against whom the Contractor makes no reasonable objection and...". SUPPLEMENTARY CONDITIONS TO THE GENERAL CONDITIONS SGC-3 20-004.05 TEQUESTA PUBLIC SAFETY FACILITY 08/14/01 Addendum No. 1 8/31/01 • 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRA CT Add the following after Subparagraph 4.2.4: 4.2.4.1 Any direct communication between the Owner and Contractor which may affect the administration or performance of the Contract shall be made or confirmed in writing, with copies to the Architect. Delete subparagraphs 4.2.8, 4.2.9 and 4.2.10 and add the following: 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work upon Owner's approval, as provided in Paragraph 7.4. 4.2.9 The Architect and Owner will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, will receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. 4.2.10 If the Owner and Architect agree, the Architect will provide one (1) project representative to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be • incorporated in the Contract Documents. 4.4 RESOLUTION OF CLAIMS AND DISPUTES In the last sentence of subparagraph 4.4.5, delete the words "... and arbitration." Delete subparagraph 4.4.6 in its entirety. In subparagraph 4.4.7, delete the words "... by the Architect, by mediation or by arbitration." 4.5 MEDIATION In the third line of subparagraph 4.5.1, delete the words "... arbitration or the..." In subparagraph 4.5.2, delete the last sentence and add the following new sentence: "Mediation shall proceed in advance of legal or equitable proceedings, which shall be stayed pending completion of such mediation for a period of 60 days from date of filing, unless stayed for a longer period by agreement of the parties or by court order." 4.6 ARBITRATION Delete Article 4.6 ARBITRATION in its entirety. ARTICLE 5 -SUBCONTRACTORS 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK SUPPLEMENTARY CONDITIONS TO THE GENERAL CONDITIONS SGC-4 20-004.05 TEQUESTA PUBLIC SAFETY FACILITY 08/14/01 Addendum No. 1 8/31/01 • In the first sentence of Subparagraph 5.2.1, chap a the prase "...as soon as racticabl " g P p e... to read "...within 10 days...". ARTICLE 7 -CHANGES IN THE WORK 7.3 CONSTRUCTION CHANGE DIRECTIVES Add the following after Subparagraph 7.3.3.4: .5 The allowance for overhead and profit for the Contractor, for any work provided by his own forces shall be fifteen percent of the documented cost. .6 The allowance for overhead and profit for the Contractor, for any work provided by his subcontractor shall be five percent of the amount due the subcontractor. .7 The allowance for overhead and profit for the subcontractor, for any work provided by the subcontractor shall be ten percent of the documented cost of the subcontractor. Delete subparagraph 7.4.1 and replace with the following: "7.4.1 The Architect will have authority, upon Owner's approval, to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such written orders promptly." • ARTICLE 8 -TIME 8.1 DEFINITIONS Add the following sentence to Subparagraph 8.1.4: "When any period of time is referred to in the Contract Documents by days, it shall be computed to exclude the first day and to include the last day of such period." Delete subparagraph 8.1.2 and replace with the following: "8.1.2 The date of commencement of the Work is the date established in the Agreement, unless a Notice to Proceed is issued by the Owner." 8.3 DELAYS AND EXTENSIONS OF TIME In the fourth line of subparagraph 8.3.1, delete the words "...and arbitration...". ARTICLE 9 -PAYMENTS AND COMPLETION 9.1 CONTRACT SUM Add the following after subparagraph 9.1.1: • 9.1.2 In conformance with the requirements of Section 725.06, Florida Statutes, the specific considerations for the Contractor's promises are: SUPPLEMENTARY CONDITIONS TO THE GENERAL CONDITIONS SGC-5 20-004.05 TEQUESTA PUBLIC SAFETY FACILITY 08/14/01 Addendum No. 1 8/31/01 • 9.1.2.1 One dollar ($1.00) in hand paid by the Owner, the Architect and the Architect's em to ees t p y o the Contractor, receipt whereof is hereby acknowledged and the adequacy of which the Contractor accepts as completely fulfilling the obligations of the Owner, the Architect and the Architect's employees under the requirements of Section 725.06, Florida Statutes, and; 9.1.1.2 The entry of the Owner and the Contractor into the construction contract because, but for the Contractor's promises as contained in the Contract Documents, the Owner would not have entered into the construction contract with the Contractor. 9.3 APPLICATIONS FOR PAYMENT In Subparagraph 9.3.3, change the first sentence to read: "The Contractor warrants that title to all Work, materials and equipment covered by an Application for Payment will pass to the Owner either by incorporation in the construction or upon receipt of payment by the Contractor." In the second sentence of Subparagraph 9.3.3, delete the words "..., to the best of the Contractor's knowledge, information and belief,...". 9.6 PROGRESS PAYMENTS In the first line of Subparagraph 9.6.3, change the words "The Architect will, on request,..." to read "The Architect may, on request-and at his discretion,..." • 9.7 FAILURE OF PAYMENT In the sixth line of Subparagraph 9.7.1, delete the words "...or awarded by arbitration,...". Add the following to the end of subparagraph 9.8.1: "i.e., issuance of Certificate of Occupancy". 9.9 PARTIAL OCCUPANCY OR USE Add the following sentence after Subparagraph 9.9.1: "The Contractor hereby agrees that the Owner may place and install equipment prior to the completion of the various parts of the Work, prior to Substantial Completion of the entire Work. Such placement and installation of equipment shall not in any way evidence the Substantial Completion of the entire Work, or signify the Owner's acceptance of the entire Work." 9.10 Final Completion and Final Payment In the first sentence of subparagraph 9 10 1 after the word `Work' add `of each Phase' In the first sentence of subparagraph 9 10 2 after the word `Work' add `of each Phase' • SUPPLEMENTARY CONDITIONS TO THE GENERAL CONDITIONS SGC-6 20-004.05 TEQUESTA PUBLIC SAFETY FACILITY 08/14/01 Addendum No. 1 8131/01 • Add the following after Paragraph 9.10: 9.11 LIQUIDATED DAMAGES 9.11.1 The Owner will suffer financial loss if the Work is not substantially completed within the Contract Time set forth in Article 3 of the Agreement. The Contractor and the Contractors' surety, if any, shall be liable for and shall pay the Owner the sum of Five Hundred Dollars ($500.00) as fixed, agreed and liquidated damages for each calendar day of delay until the Work is substantially completed, and further agrees to pay the Owner the sum of Two Hundred Fifty Dollars ($250.00) as fixed, agreed and liquidated damages for each calendar day of delay until Work is finally completed.. ARTICLE 10 -PROTECTION OF PERSONS AND PROPERTY Add the following after Article 10.6: 10.7 FLORIDA TRENCH SAFETY ACT 10.7.1 The Occupational Safety and Health Administration excavation safety standards, 29 CFR 1926.650 Subpart P trench safety standards are in effect during the period of construction of the Project. In compliance with current State of Florida statutes, the Contractor or subcontractor performing trench excavation work on the Project shall comply with the applicable trench safety standards. ARTICLE 11 -INSURANCE AND BONDS • 11.1 CONTRACTOR'S LIABILITY INSURANCE Add the following after Subsubparagraph 11.1.1.8: 11.1.1.9 Liability insurance shall include all major divisions of coverage and be on a comprehensive basis including: . l Premises Operations (including X, C and U coverages as applicable). .2 Independent Contractors' Protective. .3 Products and Completed Operations. .4 Personal Injury Liability with Employment Exclusion deleted. .5 Contractual, including specified provision for Contractor's obligation under Paragraph 3.18. .6 Owned, non-owned and hired motor vehicles. .7 Broad Form Property Damage including Completed Operations. Add the following after Subparagraph 11.1.2: 11.1.2.1 The limits of liability for the insurance required for this Project shall provide coverage for not less than the following amounts: A. Workers' Compensation: 1. State: Statutory • 2. Applicable Federal: Statutory SUPPLEMENTARY CONDITIONS TO THE GENERAL CONDITIONS SGC-7 20-004.05 TEQUESTA PUBLIC SAFETY FACILITY 08/ 14/01 Addendum No. 1 8/31/01 • (e.g. Longshoreman's and/or Maritime) 3. Employer's Liability: Each accident $ 500 000 Disease-Policy Limit $ 500 000 Disease-Each Employee $ 500 000 B. Comprehensive or Commercial General Liability (Including Premises-Operations; Products/Completed Operations; Contractor's Protective; Personal Injury; Broad Form Property Damage; Broad Form CGL endorsement or equivalent): 1. Bodily Injury: Each Occurrence $ N/A Aggregate $ N/A • 2. Property Damage: Each Occurrence $ N/A Aggregate $ N/A 3. Or Bodily Injury and Property Damage Combined Single Limit: Each Occurrence $ 1,000,000 Aggregate $ 3,000,000 4. Products and Completed Operations to be maintained for a period of 2 years after final payment: Aggregate $ N/A 5. Property Damage Liability Insurance shall provide X, C and U coverage. 6. Broad Form Property Damage Coverage • shall include Completed Operations. SUPPLEMENTARY CONDITIONS TO THE GENERAL CONDITIONS SGC-8 20-004.05 TEQUESTA PUBLIC SAFETY FACILITY 08/14/01 Addendum No. 1 8/31/01 • C. Comprehensive Automobile Liability: (Owner-leased-non-owned & hired) 1. Bodily Injury: Each Person $ N/A Each Accident $ N/A 2. Property Damage: Each Occurrence $ N/A 3. Bodily Injury and Property Damage Combined Single Limit: $ 1,000,000 D. Contractual Liability Insurance: (Coverage under this section may be included in the Comprehensive General Liability Policy described in Paragraph 11.1.2.1 B above.) 1. Bodily Injury: • Each Occurrence $ N/A Aggregate $ N/A 2. Property Damage: Each Occurrence $ N/A Aggregate $ N/A 3. Or Bodily Injury and Property Damage Combined Single Limit: Each Occurrence $ 1,000,000 Aggregate $ 3,000,000 E. Personal Injury Insurance, with Employ- ment Exclusion deleted for Comprehensive Form of Policy: Aggregate $ 3,000,000 F. Umbrella Liability Coverage or Excess Liability Coverage: • 1. Bodily Injury: SUPPLEMENTARY CONDITIONS TO THE GENERAL CONDITIONS SGC-9 20-004.05 TEQUESTA PUBLIC SAFETY FACILITY • Each Person Each Accident 2. Property Damage: Each Occurrence Aggregate 3. Combined Single Limit: Each Occurrence 08/ 14/01 Addendum No. 1 8/31/01 $ N/A $ N/A $ N/A $ N/A $ 1,000,000 Aggregate $ 1,000,000 G. Additional liability coverage for Owner and Architect shall be provided by endorsement as additional insureds on Contractor's General Liability Policy. Add the following names: • Owner - VILLAGE OF TEQUESTA 250 Tequesta Drive, Suite 300 Tequesta, FL 33469 Architect - GEE & JENSON Engineers-Architects- Planners, Inc. and their employees One Harvard Circle West Palm Beach, FL 33409-1923 The additional liability coverage for the Architect is not to construed as to requiring, in any way, that either the Owner or Contractor be obligated to supply insurance protecting the Architect for its liability emanating from professional errors or omissions. 11.4 PROPERTY INSURANCE In the first sentence of Subparagraph 11.4.1, delete the phrase "Unless otherwise provided, the Owner ..." and substitute the words "The Contractor ...". Add the following sentence to Subsubparagraph 11.4.1.1: "The form of policy for this coverage shall be Completed Value." Delete Subsubparagraph 11.4.1.2 in its entirety. In the first sentence of Subsubparagraph 11.4.1.3, change the words "... the Owner..." to read "...the Contractor...". • In the first sentence of Subparagraph 11.4.2, change the words "The Owner..." to read "The Contractor...". SUPPLEMENTARY CONDITIONS TO THE GENERAL CONDITIONS SGC-10 20-004.05 TEQUESTA PUBLIC SAFETY FACILITY 08/14/01 Addendum No. 1 8/31/01 • Delete Subpara rah 11.4.4 in its entiret . g P Y Delete Subparagraph 11.4.6 and substitute the following: 11.4.6 Before an exposure to loss may occur, the Contractor shall file with the Owner, two certified copies of the policy or policies providing this Property Insurance coverage, each containing endorsements specifically related to the Project. Each policy shall contain a provision that the policy will not be cancelled or allowed to expire until at least 30 days' prior written notice has been given to the Contractor and Owner. At the end of the first sentence in Subparagraph 11.4.7, change the word "...Contractor..." to read "...Owner...". Delete the first sentence in Subparagraph 11.4.8 and substitute the following sentence: "A loss insured under this property insurance shall be adjusted by the Contractor as fiduciary and made payable by the Contractor as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Subparagraph 11.4.10." In Subparagraph 11.4.9, change the word "...Contractor..." to read "...Owner..." each time the latter appears. Delete Subparagraph 11.4.10 and replace with the following: • 11.4.10 The Contractor as fiduciary shall have power to adjust and settle a loss with insurers. 11.5 PERFORMANCE BOND AND PAYMENT BOND Delete Subparagraph 11.5.1 and replace with the following: 11.5.1 The Contractor shall furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder. Bonds shall be obtained through a Surety company named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department and the cost thereof shall be included in the Contract Sum. The amount of each bond shall be equal to one hundred percent of the Contract Sum. 11.5.1.1 The Contractor shall deliver the required bonds to the Owner not later than when the executed Agreement is delivered to the Owner. 11.5.1.2 If the Work is to be commenced prior to the Agreement in response to a letter of intent, the Contractor shall, prior to the commencement of the Work, submit evidence satisfactory to the Owner that such bonds will be furnished. 11.5.1.3 The Contractor shall require the attorney-in-fact who executes the required bonds on behalf of the surety to affix thereto a certified and current copy of the power of attorney. • ARTICLE 13 -MISCELLANEOUS PROVISIONS SUPPLEMENTARY CONDITIONS TO THE GENERAL CONDITIONS SGC-11 20-004.05 TEQUESTA PUBLIC SAFETY FACILITY 08/14/01 Addendum No. 1 8/31/01 • 13.5 TESTS AND INSPECTIONS Delete Subparagraph 13.5.5 in its entirety. In the first sentence of subparagraph 13.6.1, delete "at such rate as parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located". Add "in accordance with the Florida Prompt Payment Act." Add the following after Paragraph 13.7: 13.8 ADDITIONAL SERVICES OF ARCHITECT 13.8.1 Additional review of previously rejected and disapproved shop drawings, product data and samples made necessary due to Contractors failure to provide properly prepared submittals required in paragraph 3.12 shall be considered as additional service charges to the Owner. Contractor shall reimburse the Owner for additional service charges of the Architect and the Architect's consultants for such additional charges. 13.8.2 Evaluations and reviews by the Architect of proposed substitutions shall be considered as additional services to the Owner. Contractor shall reimburse the Owner for additional service charges of the Architect and the Architects' consultants for such additional evaluations and reviews. Architects' charges shall be negotiated prior to requesting evaluations and reviews or, in the absence of a negotiated sum, charges will be determined by the Architect on an hourly basis. • 13.8.3 Inspections by the Architect for Substantial Completion and Final Completion, in addition to those required in Subparagraphs 9.8.3 and 9.10.1, made necessary due to Contractors failure to complete corrections prior to Architects inspection, shall be considered as additional services to the Owner. Con- tractor shall reimburse the Owner for additional service charges of the Architect and the Architects' consultants for such additional inspections. END OF SECTION • SUPPLEMENTARY CONDITIONS TO THE GENERAL CONDITIONS SGC-12 C7 Advancement of Consiructipn recn~taoyy NOTICE TO PROCEED Project: Teauesta Public Safety facility .357, Tenuesta Drive Tequesta, FL 33469 To: David Brooks Enterorises 9000 Burma Rd. Suite 101 Palm Beach Gardens, FL 33403 Accepted By: You are hereby notified that the Contract Times stated for the Project will commence on October 18. 2001 On that date, start performing the obligations required by the Contract Documents. (Hate) Before commencing Work at the Project Site, deliver the certificates of insurance to the Owner as required by the Contract Docuunents. Also before commencing Work at the Project Site, perform: Obtain and provide copies of all required Permits. Completion of Performance and Payment Bond requirements. r~ ~. Authorized By: Village of Tequesta Mr. Michael Cuzzo ((honer) (Authorized Signature Villagee M~na,eer (Title) ® Attachments (Contractor) ~.._ ~-- ~, ~~~ (Authorized Signature) • Date: October 18, 2001 A/E Proiect Number: 0004.OR Contract For: ('onstn~ction Mr. David Brooks President (Title) October 18, 2001 (Date) Copies: ®Owner ®A/E ^ Consultants ^ ^ ^ ®File