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Item 4K-4O - Attachment BDRAFTAIAO Document A2010 - 2017 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) outhlake Emergency Operations Center Relocation 600 State Street Southlake, Texas 76092 THE OWNER: (Name, legal status and address) City of Southlake 1400 Main Street Southlake, Texas 817.748.8216 Ph( THE ARCHITECT: (Name, legal status and address) Tate Snyder Kimsey c i ec s 314 S Water Street Henderson, Nevada 89015 972.292.7670 Phone TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS hdd L TION AND DELETI N : T e orof this document has d information needed for completion. The author may also have revised the -exi of the original AIA to dard ff7k Additions and Deletia s port that of s added inI rmation as el as rev'sis to the to dard fo xt is This document has important legal consequences. Consultation with attorney is urage respec its comp etion or in od[fying to in Jude co di ions, see AIADocummrr503T" for SupplEmentay Conditions. 0 0 ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the Looter of this document. AIA Document A201 - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 1 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES AIA Document A201 - 2017. Copyright © 1911, 1915, 1918, rights reserved. "The American Institute of Architects," are trademarks of The American Institute of Architects. expires on 03/28/2024, is not for resale, is licensed for Terms of Service. To report copyright violations, e-mai User Notes: 0 0 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All "American Institute of Architects," ^AIA," the AIA Logo, and "AIA Contract Documents" This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which one-time use only, and may only be used in accordance with the AIA Contract Documents® 1 docinfo@aiacontracts.com. (1496015154) INDEX (Topics and numbers in bold are Section headings.) Acceptance of Nonconforming Work 9.6.6, 9.9.3, 12.3 Acceptance of Work 9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 10 Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 10.2.8, 13.3.2, 14.1, 15.1.2, 15.2 Addenda 1.1.1 Additional Costs, Claims for 3.7.4, 3.7.5, 10.3.2, 15.1.5 Additional Inspections and Testing 9.4.2, 9.8.3, 12.2.1, 13.4 Additional Time, Claims for 3.2.4, 3.7.4, 3.7.5, 3.10.2, 8.3.2, 15.1.6 Administration of the Contract 3.1.3, 4.2, 9.4, 9.5 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13 Allowances 3.8 Applications for Payment 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.5.4, 9.6.3, 9.7, 9. 10 Approvals 2.1.1, 2.3.1, 2.5, 3.1.3, 3.10.2, 3.12.8, 3.12.9, 3.12.10.1, 4.2.7, 9.3.2, 13.4.1 Arbitration 8.3.1, 15.3.2, 15.4 ARCHITECT 4 Architect, Definition of 4.1.1 Architect, Extent of Authority 2.5, 3.12.7, 4.1.2, 4.2, 5.2, 6.3, 7.1.2, 7.3.4, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.4.1, 13.4.2, 14.2.2, 14.2.4, 15.1.4, 15.2.1 Architect, Limitations of Authority and Responsibility 2.1.1, 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, 5.2.1, 7.4, 9.4.2, 9.5.4, 9.6.4, 15.1.4, 15.2 Architect's Additional Services and Expenses 2.5, 12.2.1, 13.4.2, 13.4.3, 14.2.4 Architect's Administration of the Contract 3.1.3, 3.7.4, 15.2, 9.4.1, 9.5 Architect's Approvals 2.5, 3.1.3, 3.5, 3.10.2, 4.2.7 Architect's Authority to Reject Work 3.5, 4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.1.7, 1.5 Architect's Decisions 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 6.3, 7.3.4, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4.1, 9.5, 9.8.4, 9.9.1, 13.4.2, 15.2 Architect's Inspections 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3 9. .2, 9.10.1, 13.4 Architect's Instructions 3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.4. Architect's Interpretations 4.2.11, 4.2.12 Architect's Project Represent iv 4.2.10 Architect's Relationship with tractor 1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2, 12.2, 3.2.4, 3.11. , .4.2 3.5, 3.7.4, 3.7.5, 3.9.2, 3.9.3, .10 3.11,3.1 ,316, 3.18, 4.1.2, 4.2, 5.2, 6.2.2, 7, . , 9.2, 9.3, .4 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11. 2 , 1 , 13.3.2, 13.4. 15.2 Architect's Relationship with ub 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3 9.6.4, 11.3 Architect's Representations 9.4.2, 9.5.1, 9.10.1 Architect's Site Visits 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 113.4 Asbestos 10.3.1 Attorneys' Fees 3.18.1, 9.6.8, 9.10.2, 10.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Othe acts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1 Binding Dispute Resolution 8.3.1, 9.7, 11.5, 13.1, 15.1.2, 15.1.3,5. 15.2.5, 15.2.6.1,15.3.1,15.3.2,15.3.3CreandReliance 15.4.1 Bonds, Lien 7.3.4.4, 9.6.8, 9.10.2, 9.10.3 Bonds, Performance, and P 7.3.4.4, 9.6.7, 9.10.3, 11.1.2, Building Information Mode 1.8 Building Permit 3.7.1 Capitalization 1.3 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Certificates for Payment 4.2.1, 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.4 Certificates of Inspection, Testing or Approval 13.4.4 AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) Certificates of Insurance 9.10.2 Change Orders 1. 1. 1, 3.4.2, 3.7.4, 3.8.2.3, 3.11, 3.12.8, 4.2.8, 5.2.3, 7.1.2, 7.1.3, 7.2, 7.3.2, 7.3.7, 7.3.9, 7.3.10, 8.3. 1, 9.3.1.1, 9.10.3, 10.3.2, 11.2, 11.5, 12.1.2 Change Orders, Definition of 7.2.1 CHANGES IN THE WORK 2.2.2, 3.11, 4.2.8, 7, 7.2.1, 7.3.1, 7.4, 8.3.1, 9.3. 1. 1, 11.5 Claims, Definition of 15.1.1 Claims, Notice of 1.6.2, 15.1.3 CLAIMS AND DISPUTES 3.2.4, 6.1.1, 6.3, 7.3.9, 9.3.3, 9.10.4,10.3.3,15, 15.4 Claims and Timely Assertion of Claims 15.4.1 Claims for Additional Cost 3.2.4, 3.3.1, 3.7.4, 7.3.9, 9.5.2, 10.2.5, 10.3.2, 15.1.5 Claims for Additional Time 3.2.4, 3.3.1, 3.7.4, 6.1.1, 8.3.2, 9.5.2, 10.3.2,15.1.6 Concealed or Unknown Conditions, Claims for 3.7.4 Claims for Damages 3.2.4, 3.18, 8.3.3, 9.5.1, 9.6.7, 10.2.5, 10.3.3, 11.3, 11.3.2, 14.2.4, 15.1.7 Claims Subject to Arbitration 15.4.1 Cleaning Up 3.15, 6.3 Commencement of the Work, Conditions Relating to 2.2.1, 3.2.2, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 5.2.1, 5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.2, 15.1.5 Commencement of the Work, Definition of 8.1.2 Communications 3.9.1, 4.2.4 Completion, Conditions Relating to 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1, 9.10, 12.2, 14.1.2, 15.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 3.10.1, 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9. 1, 9.10.3, 12.2, 15.1.2 Compliance with Laws 2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 10.2.2, 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Contract 1.1.1, 6.1.1, 6.1.4 Consent, Written 3.4.2, 3.14.2, 4.1.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 13.2, 15.4.4.2 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 7.3.1 Construction Change Direct Ives 1. 1. 1, 3.4.2, 3.11, 3.12.8, 4.2. ,7. .1, 7.1.2, 7.1.3, 7.3, 9.3.1.1 Construction Schedules, Con act ' 3.10,3.11,3.12.1,3.12.2,6.1. ,1 .1.6.2 Contingent Assignment of S be ntracts 5.4, 14.2.2.2 Continuing Contract Performance 15.1.4 Contract, Definition of 1.1.2 CONTRACT, TERMINAT OR SUSPENSION OF THE 5.4.1.1,5.4.2, 11.5,14 Contract Administration 3.1.3, 4, 9.4, 9.5 Contract Award and Execution, Conditions R g to 3.7.1, 3.10, 5.2, 6.1 Contract Documents, Copies u and Use f 1.5.2, 2.3.6, 5.3 Contract Documents, Definition of 1.1.1 Contract Sum 2.2.2, 2.2.4, 3.7.4, 3.7.5, 3.8, 3.10. 7.3, 7.4, 9.1,9.2,9.4.2,9.5.1.4,9.6.7,9. ,10.3.2 JI .1 12.1. 12.3, 14.2.4, 14.3.2, 15.1.4.2, 5.1 , 15.2. Contract Sum, Definition of 9.1 Contract Time 1.1.4, 2.2.1, 2.2.2, 3.7.4, 3.7.5 3. 2 2 6.1 7.2.1.3,7.3.1,7.3.5,7.3.6,7, , 7.3.10, 7.4, 8. 1. 1, 8.2.1, 8.2.3, 8.3.1, 9.5.1, 9.7, 1 T. T I T7.2, 14.3.2, 15.1.4.2, 15.1.6.1, 15.2.5 Contract Time, Definition of 8.1.1 CONTRACTOR 3 Contractor, Definition of 3.1, 6.1.2 Contractor's Construction d Schedules 3.10, 3.12.1, 3.12.2, 4.2.3, 6.1.3, 15.1.6.2 Contractor's Employees 2.2.4, 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.3, 14.1, 14.2. 1.1 Contractor's Liability Insurance 11.1 Contractor's Relationship with Separate Contractors and Owner's Forces 3.12.5, 3.14.2, 4.2.4, 6, 11.3, 12.2.4 AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 4 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) Contractor's Relationship with Subcontractors 1.2.2, 2.2.4, 3.3.2, 3.18.1, 3.18.2, 4.2.4, 5, 9.6.2, 9.6.7, 9.10.2, 11.2, 11.3, 11.4 Contractor's Relationship with the Architect 1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5.1, 3.7.4, 3.10, 3.11, 3.12, 3.16, 3.18,4.2, 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, 12, 13.4, 15.1.3, 15.2.1 Contractor's Representations 3.2.1, 3.2.2, 3.5, 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, 5.3, 6.1.3, 6.2, 9.5.1, 10.2.8 Contractor's Review of Contract Documents 3.2 Contractor's Right to Stop the Work 2.2.2, 9.7 Contractor's Right to Terminate the Contract 14.1 Contractor's Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3 Contractor's Superintendent 3.9, 10.2.6 Contractor's Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14, 15.1.4 Coordination and Correlation 1.2, 3.2.1, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1 Copies Furnished of Drawings and Specifications 1.5, 2.3.6, 3.11 Copyrights 1.5, 3.17 Correction of Work 2.5, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2, 12.3, 15.1.3.1, 15.1.3.2, 15.2.1 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.4 Costs 2.5, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.4, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6, 11.2, 12.1.2, 12.2.1, 12.2.4, 13.4, 14 Cutting and Patching 3.14, 6.2.5 Damage to Construction of Owner or Separate Contractors 3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Damage to the Work 3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Damages, Claims for 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.3.2, 11.3, 14.2.4, 15.1.7 Damages for Delay 6.2.3, 8.3.3, 9.5.1.6, 9.7, 10.3.2, 14.3.2 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 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2. 2, .2.13, 6.3, 7.3.4, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9. .1, .8.4, 9.9.1, 13.4.2, 14.2.2, 14.2.4, 15.1, 15.2 Decisions to Withhold Certi ca 9.4.1, 9.5, 9.7, 14.1.1.3 Defective or Nonconforming o , Acceptance, Rejection and Correction of 2.5, 3.5, 4.2.6, 6.2.3, 9.5.1, 9.. .6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Definitions 1. 1, 2.1.1, 3.1.1, 3.5, 3.12.1, 3 12. ,3.12.3, .1. ,5.1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9. .1, 15.1.1 Delays and Extensions of Time 3.2, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3. 9.5.1. 9.7. 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 Digital Data Use and Transmission 1.7 Disputes 6.3, 7.3.9, 15.1, 15.2 Documents and Samples at e 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Use and Ownership of 3.11 Effective Date of Insurance 8.2.2 Emergencies 10.4, 14.1.1.2, 15.1.5 Employees, Contractor's 3.3.2,3.4.3,3.8.1,3.9,3.18.2,F42L.2, 10.3.3, 11.3, 14.1, 14.2.1.1 Equipment, Labor, or Materia s 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.1131 5.1 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.4, 9.3 .37 9.5.1.3, 9.10.2,10.2.1,10.2.4,14.2.1.1, 4.2. Execution and Progress of the o 1.1.3, 1.2.1, 1.2.2, 2.3.4, 2.3.6 3. , 3.3.1, 3.4.1, 3.7.1, 3.10.1, 3.12, 3.14, 4.2, 6.2.21 .1. 17.3.6,8.2,9.5.1, 9.9.1,10.2,10.3,12.1,12.251 .2,14.3.1,15.1.4 Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.35 94, 10.4, 14.3, 15.1.6, 15.2.5 Failure of Payment 9.5.1.3, 9.7, 9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.9, 9.8.2, 9.10, 12.3, 14.2.4, 14.4.3 Financial Arrangements, Owner's 2.2.1, 13.2.2, 14.1.1.4 AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 5 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials and Substances 10.2.4, 10.3 Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3.17, 3.18, 9.6.8, 9.10.2, 10.3.3, 11.3 Information and Services Required of the Owner 2.1.2, 2.2, 2.3, 3.2.2, 3.12.10.1, 6.1.3, 6.1.4, 6.2.5, 9.6.1, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 14.1.1.4, 14.1.4, 15.1.4 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker, Decisions 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Initial Decision Maker, Extent of Authority 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Injury or Damage to Person or Property 10.2.8, 10.4 Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.4 Instructions to Bidders 1.1.1 Instructions to the Contractor 3.2.4, 3.3.1, 3.8.1, 5.2.1, 7, 8.2.2, 12, 13.4.2 Instruments of Service, Definition of 1.1.7 Insurance 6.1.1, 7.3.4, 8.2.2, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 10.2.5,11 Insurance, Notice of Cancellation or Expiration 11.1.4, 11.2.3 Insurance, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.2, 14.4.2 Insurance, Owner's Liability 11.2 Insurance, Property 10.2.5, 11.2, 11.4, 11.5 Insurance, Stored Materials 9.3.2 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1 Insured loss, Adjustment and Settlement of 11.5 Intent of the Contract Documents 1.2.1, 4.2.7, 4.2.12, 4.2.13 Interest 13.5 Interpretation 1.1.8, 1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15.1.1 Interpretations, Written 4.2.11, 4.2.12 Judgment on Final Award 15.4.2 Labor and Materials, Equip e t 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3. .3, .12, 3.13, 3.15.1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3 9. .1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.5,2.3.2,3.2.3,3.2.4,3.6,3. 2.1 ,,3.13,9.6.4, 9.9.1, 10.2.2, 13.1, 13.3.1, 13. ,13.5,14,15.2.8, 15.4 Liens 2.1.2, 9.3.1, 9.3.3, 9.6.8, 9. 10. ,910.4, 15. .8 Limitations, Statutes of 12.2.5, 15.1.2, 15.4.1.1 Limitations of Liability 3.2.2, 3.5, 3.12.10, 3.12.10.1, 3.17, 3.18.1, 4.2.6, 4.2.7, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.6.8, 10.2.5, 10.3.3, 11.3, 12.2.5, 13.3.1 Limitations of Time 2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.1 2.5 14. .7 5.2, 5.3, 5.4.1, 6.2.4, 7.3, 7.4, .2, .3.1, 9.3. , 9.4.1,9.5,9.6,9.7,9.8,9.9,9. 1 5, 15.1.2, 15.1.3, 15.1.5 Materials, Hazardous 10.2.4, 10.3 Materials, Labor, Equipment [.2 d 1.1.3,1.1.6,3.4.1,3.5,3.8.2,.1 3.15.5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3 2, 10.2.1.2,10.2.4,14.2.1.1,14.Means, Methods, TechniquesanProcedures of Construction 3.3.1,3.12.10,4.2.2,4.2.7,9.JMechanic's Lien 2.1.2, 9.3.1, 9.3.3, 9.6.8, 9.10. . Mediation 8.3.1,15.1.3.2,15.2.1,15.2.5r5.3,15.4.1.1 Minor Changes in the Work 1.1.1,3.4.2,3.12.8,4.2.8,7.1MISCELLANEOUS PROV 13 Modifications, Definition of 1.1.1 Modifications to the Contract 1.1.1, 1. 1.2, 2.5, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7, 10.3.2 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.6.6, 9.9.3, 12.3 AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) Nonconforming Work, Rejection and Correction of 2.4, 2.5, 3.5, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2 Notice 1.6, 1.6.1, 1.6.2, 2.1.2, 2.2.2., 2.2.3, 2.2.4, 2.5, 3.2.4, 3.3.1, 3.7.4, 3.7.5, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 7.4, 8.2.2 9.6.8, 9.7, 9.10.1, 10.2.8, 10.3.2, 11.5, 12.2.2.1, 13.4.1, 13.4.2, 14.1, 14.2.2, 14.4.2, 15.1.3, 15.1.5, 15.1.6, 15.4.1 Notice of Cancellation or Expiration of Insurance 11.1.4, 11.2.3 Notice of Claims 1.6.2, 2.1.2, 3.7.4, 9.6.8, 10.2.8, 15.1.3, 15.1.5, 15.1.6, 15.2.8, 15.3.2, 15.4.1 Notice of Testing and Inspections 13.4.1, 13.4.2 Observations, Contractor's 3.2, 3.7.4 Occupancy 2.3.1, 9.6.6, 9.8 Orders, Written 1.1.1, 2.4, 3.9.2, 7, 8.2.2, 11.5, 12.1, 12.2.2.1, 13.4.2, 14.3.1 OWNER 2 Owner, Definition of 2.1.1 Owner, Evidence of Financial Arrangements 2.2, 13.2.2, 14.1.1.4 Owner, Information and Services Required of the 2.1.2, 2.2, 2.3, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 14.1.1.4, 14.1.4, 15.1.4 Owner's Authority 1.5, 2.1.1, 2.3.32.4, 2.5, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.2.4, 4.2.9, 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, 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.4, 11.5, 12.2.2, 12.3, 13.2.2, 14.3, 14.4, 15.2.7 Owner's Insurance 11.2 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 2.5, 14.2.2 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 2.4 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2, 14.4 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1.1.1, 1.1.6, 1.1.7, 1.5, 2.3.6, 3.2.2, 3.11, 3.17, 4.2.12, 5.3 Partial Occupancy or Use 9.6.6, 9.9 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 Payment, Applications for 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5, 14.2.3, 14.2.4, 14.4.3 Payment, Certificates for 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9. . .6.6, 9.7, 9. 10. 1, 9.10.3, 14.1.1.3, 14.2.4 Payment, Failure of 9.5.1.3, 9.7, 9.10.2, 13.5, 14.1 1.3 14.2.1.2 Payment, Final 4.2.1, 4.2.9, 9.10, 12.3, 14.2.4 14 Payment Bond, Performanc Bond and 7.3.4.4, 9.6.7, 9.10.3, 11.1.2 Payments, Progress 9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4 PAYMENTS AND COMPLETION 9 Payments to Subcontractors 5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6. 1 . PCB 10.3.1 Performance Bond and Payment Bond 7.3.4.4, 9.6.7, 9.10.3, 11.1.2 Permits, Fees, Notices and wi Law 2.3.1, 3.7, 3.13, 7.3.4.4, 10.2. PERSONS AND PRO ER CrROTEC IO of 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawin 3.11, 3.12, 4.2.7 Progress and Completion 4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 1 .1. Progress Payments 9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 5. .4 Project, Definition of 1.1.4 Project Representatives 4.2.10 Property Insurance 10.2.5, 11.2 Proposal Requirements 1.1.1 PROTECTION OF PERSONS AND PROPERTY 10 AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 7are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) Regulations and Laws 1. 5, 2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 9.9. 1, 10.2.2, 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14, 15.2.8, 15.4 Rejection of Work 4.2.6, 12.2.1 Releases and Waivers of Liens 9.3.1, 9.10.2 Representations 3.2.1, 3.5, 3.12.6, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9. 10.1 Representatives 2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.10, 13.2.1 Responsibility for Those Performing the Work 3.3.2, 3.18, 4.2.2, 4.2.3, 5.3, 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 3.2, 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, 2.4, 2.5, 3.5, 3.7.4, 3.15.2, 4.2.6, 5.3, 5.4, 6. 1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.1, 12.2.2, 12.2.4, 13.3, 14, 15.4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4.1 Safety of Persons and Property 10.2, 10.4 Safety Precautions and Programs 3.3.1, 4.2.2, 4.2.7, 5.3, 10.1, 10.2, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, Construction 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.6.2 Separate Contracts and Contractors 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 12.1.2 Separate Contractors, Definition of 6.1.1 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, 4.2.7 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2, 9.9.2, 9.4.2, 9.10.1, 13.4 Site Visits, Architect's 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.4 Special Inspections and Testing 4.2.6, 12.2.1, 13.4 Specifications, Definition of 1.1.6 Specifications 1.1.1, 1.1.6, 1.2.2, 1.5, 3.12.1 Statute of Limitations 15.1.2, 15.4.1.1 Stopping the Work 2.2.2, 2.4, 9.7, 10.3, 14.1 Stored Materials 6.2.1, 9.3.2, 10.2.1.2, 10.2.4 Subcontractor, Definition or 5.1.1 SUBCONTRACTORS 5 Subcontractors, Work by 1.2.2, 3.3.2, 3.12.1, 3.18, 4.2 9.6.7 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 14.1, 14.2.1 Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7. ,9.3 9. , 9.9.1, 9.10.2, 9.10.3 Submittal Schedule 3.10.2, 3.12.5, 4.2.7 Subrogation, Waivers of 6.1.1, 11.3 Substances, Hazardous 10.3 Substantial Completion 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2(:: . .2, 15.1.2 Substantial Completion, De 9.8.1 Substitution of Subcontractor 5.2.3, 5.2.4 Substitution of Architect 2.3.3 Substitutions of Materials 3.4.2, 3.5, 7.3.8 Sub -subcontractor, Definitio of 5.1.2 Subsurface Conditions 3.7.4 Successors and Assigns 13.2 Superintendent 3.9, 10.2.6 Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.4 Suppliers 1.5, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.5.4, 9.6, 9.10.5, 14.2.1 AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which 8 expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) Surety 5.4.1.2, 9.6.8, 9.8.5, 9.10.2, 9.10.3, 11.1.2, 14.2.2, 15.2.7 Surety, Consent of 9.8.5, 9.10.2, 9.10.3 Surveys 1.1.7, 2.3.4 Suspension by the Owner for Convenience 14.3 Suspension of the Work 3.7.5, 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 14 Taxes 3.6, 3.8.2.1, 7.3.4.4 Termination by the Contractor 14.1, 15.1.7 Termination by the Owner for Cause 5.4.1.1, 14.2, 15.1.7 Termination by the Owner for Convenience 14.4 Termination of the Architect 2.3.3 Termination of the Contractor Employment 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2,9.10.1,10.3.2,12.2.1,13.4 TIME 8 Time, Delays and Extensions of 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 Time Limits 2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 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, 12.2, 13.4, 14, 15.1.2, 15.1.3, 15.4 Time Limits on Claims 3.7.4, 10.2.8, 15.1.2, 15.1.3 Title to Work 9.3.2, 9.3.3 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions, 3.7.4, 8.3.1, 10.3 Unit Prices 7.3.3.2, 9.1.2 Use of Documents 1.1.1, 1.5, 2.3.6, 3.12.6, Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the 13.3.2 Waiver of Claims by the 9.10.5, 13.3.2, 15.1.7 Waiver of Claims by the 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.3.2, 14.2.4, 15.1.7 Waiver of Consequential Dam<age 14.2.4, 15.1.7 Waiver of Liens 9.3, 9.10.2, 9.10.4 Waivers of Subrogation 6.1.1, 11.3 Warranty 3.5,4.2.9,9.3.3,9.8.4,9.9.1,9 15.1.2 Weather Delays 8.3, 15.1.6.2 Work, Definition of 1.1.3 Written Consent 1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.1 [.2,Q.1.2,9.3., 9. L0.3, 13.2, 13.3.2, 15.4.4.2 Written Interpretations 4.2.11, 4.2.12 Written Orders 1.1.1, 2.4, 3.9, 7, 8.2.2, 12.1, 12.2, .2, 14.3.1 AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) ARTICLE 1 GENERAL PROVISIONS § 1.1 Basic Definitions § 1.1.1 The Contract Documents The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of 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 Modifications issued after execution of the Contract. A Modification is (1) a written ame Tqent to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive, or (4) a wri ten rder for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreemen , thb Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, information furnished by the Owner in anticipation of receiving bids or proposals, the Contra tor'Is bid or proposal, portions of Addenda relating to bidding or proposal requirements. § 1.1.2 The Contract LJ The Contract Documents form the Contract for Construction. The Contract represents the en ' nd integrated agreement between the parties hereto and supersedes prior negotiations, representations, or a ree nents, eit er v or oral. The Contract may be amended or modified only by a Modification. The Contract Do um nts shall lot construed to create a contractual relationship of any kind (1) between the Contractor and the rc titect or tt e Architect's consultants, (2) between the Owner and a Subcontractor or a Sub -subcontractor, ) t etween th O, and the Architect or the Architect's consultants, or (4) between any persons or entities other an an Contractor. The Architect shall, however, be entitled to performance and enforcement of obl' ations 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 partially completed, and includes all other labor, materials, equipment, and services provided Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a pa if § 1.1.4 The Project \ The Project is the total construction of which the Work performed under the Contract Documents may be the a part and which may include construction by the Owner and by Separate Contractors. § 1.1.5 The Drawings The Drawings are the graphic and pictorial portions of the Contract Documents showing the dimensions of the Work, generally including plans, elevations, sections, details, schedules, a § 1.1.6 The Specifications The Specifications are that portion of the Contract Documents consisting of the written req equipment, systems, standards and workmanship for the Work, and performance of related § 1.1.7 Instruments of Service Instruments of Service are representations, in any medium of expression now known or later develo , of the tangib and intangible creative work performed by the Architect and the Architect's consultants under eir ec ive professional services agreements. Instruments of Service may include, without limitation, stu ies urveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.8 Initial Decision Maker The Initial Decision Maker is the person identified in the Agreement to render initial decisio s o ims in accordance with Section 15.2. The Initial Decision Maker shall not show partiality to the O r or Contractor and shall not be liable for results of interpretations or decisions rendered in good faith. § 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. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 1 0 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) § 1.2.1.1 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions. If it is determined that any provision of the Contract Documents violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to the parties' intentions and purposes in executing the Contract. § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangemeFroTDrawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the exte t I Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known tec industry meanings are used in the Contract Documents in accordance with such recognized § 1.3 Capitalization I --I Terms capitalized in these General Conditions include those that are (1) specifically defined, ( e titles of numbered articles, or (3) the titles of other documents published by the American Institute of Architect § 1.4 Interpretation In the interest of brevity the Contract Documents frequently omit modifying words such as "al " ai d "any" a Fda rticles such as "the" and "an," but the fact that a modifier or an article is absent from one statement d ippcars in ano not intended to affect the interpretation of either statement.tt= § 1.5 Ownership and Use of Drawings, Specifications, and Other Instruments of Service § 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their Instruments of Service, including the Drawings and Specifications, and retain all common law, statut reserved rights in their Instruments of Service, including copyrights. The Contractor, Subcon ors, Sub -subcontractors, and suppliers shall not own or claim a copyright in the Instruments of S is . distribution to meet official regulatory requirements or for other purposes in connection with t construed as publication in derogation of the Architect's or Architect's consultants' reserved rights. § 1.5.2 The Contractor, Subcontractors, Sub -subcontractors, and suppliers are authorized to use and reproduce the Instruments of Service provided to them, subject to any protocols established pursuant to Sections 1.8, solely and exclusively for execution of the Work. All copies made under this authorization shall bear e co ight otice any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub -subcontractor , a supple s not use the Instruments of Service on other projects or for additions to the Project outside the sc e f the Wor wrth�tt� the specific written consent of the Owner, Architect, and the Architect's consultants. § 1.6 Notice I I § 1.6.1 Except as otherwise provided in Section 1.6.2, where the Contract Documents requir one party to notify or give notice to the other party, such notice shall be provided in writing to the designated representative of the party t whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail by courie or by electronic transmission if a method for electronic transmission is set forth in the Agreement § 1.6.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall [sa med to have beenduly served only if delivered to the designated representative of the party to whom the noticedressed by certified or registered mail, or by courier providing proof of delivery. § 1.7 Digital Data Use and Transmission The parties shall agree upon protocols governing the transmission and use of Instruments of ice or. Roy other. information or documentation in digital form. The parties will use AIA Document E203Tm-2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 1.8 Building Information Models Use and Reliance Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203T" —2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202T'4--2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party's sole risk AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 1 1 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. 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 w o all have express authority to bind the Owner with respect to all matters requiring the Owner's approval or aut on ation. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "O " 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 writtetl re uest, information necessary and relevant for the Contractor to evaluate, give notice of, or enforce mechanic's 1Ughts. Such information shall include a correct statement of the record legal title to the property on whicProject is located, usually referred to as the site, and the Owner's interest therein. § 2.2 Evidence of the Owner's Financial Arrangements § 2.2.1 Prior to commencement of the Work and upon written request by the Contractor, the Ovnc r shall fur. iishto the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Om ner's oblArations under the Contract. The Contractor shall have no obligation to commence the Work until the Dwhor. p;ovides AiGla evidence. If commencement of the Work is delayed under this Section 2.2.1, the Contract Tirne shall be extended appropriately. § 2.2.2 Following commencement of the Work and upon written request by the Contractor, the Owner shall fu ' to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the O li a io under the Contract only if (1) the Owner fails to make payments to the Contractor as the ContractDocre it ; (2) the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payyim4Rnthen dud; or (3) a change in the Work materially changes the Contract Sum. If the Owner fails to provide such evi required, within fourteen days of the Contractor's request, the Contractor may immediately stop the Wo in th event, shall notify the Owner that the Work has stopped. However, if the request is made because a change in the Vtmk materially changes the Contract Sum under (3) above, the Contractor may immediately stop only that portion of the Work affected by the change until reasonable evidence is provided. If the Work is stopped unde�thni n 2.2.2, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by theunt of thContractor's reasonable costs of shutdown, delay and start-up, plus interest as provided in th act D u § 2.2.3 After the Owner furnishes evidence of financial arrangements under this Section 2.2,he Owner shall materially vary such financial arrangements without prior notice to the Contractor. J � § 2.2.4 Where the Owner has designated information furnished under this Section 2.2 as "con dential," the Contractor shall keep the information confidential and shall not disclose it to any other person. However, the Contractor may disclose "confidential" information, after seven (7) days' notice to the Owner, where disclosure is required w including a subpoena or other form of compulsory legal process issued by a court or government ity, or by co or arbitrator(s) order. The Contractor may also disclose "confidential" information to its emplo ees su tants, sureties, Subcontractors and their employees, Sub -subcontractors, and others who need to kn t content of such information solely and exclusively for the Project and who agree to maintain the confidential ty f such information. § 2.3 Information and Services Required of the Owner § 2.3.1 Except for permits and fees that are the responsibility of the Contractor under the CoijtralDbZiTff IRS, including those required under Section 3.7.1, 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. § 2.3.2 The Owner shall retain an architect lawfully licensed to practice architecture, or an entity lawfully practicing architecture, in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 2.3.3 If the employment of the Architect terminates, the Owner shall employ a successor to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 12 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) § 2.3.4 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. § 2.3.5 The Owner shall furnish information or services required of the Owner by the Contra Mcuments with reasonable promptness. The Owner shall also furnish any other information or services under he wner's control and relevant to the Contractor's performance of the Work with reasonable promptness after recei in the Contractor's written request for such information or services. § 2.3.6 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the rtractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. § 2.4 Owner's Right to Stop the Work If the Contractor fails to correct Work that is not in accordance with the requirements of the Toni ract DocL Feelis as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contraci Do uments, he Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the au e for suct orc er has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty n t ie part of he wner to exercise this right for the benefit of the Contractor or any other person or entity, except to he ire Section 6.1.3. § 2.5 Owner's Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and f within a ten-day period after receipt of notice from the Owner to commence and continue correction o defa It neglect with diligence and promptness, the Owner may, without prejudice to other remedies wner av , correct such default or neglect. Such action by the Owner and amounts charged to the Contr to oth subje t t prior approval of the Architect and the Architect may, pursuant to Section 9.5.1, withhold or n a Certifi fo Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the reasona t of correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional servic made necessary by such default, neglect, or failure. If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. If the Contractor disagrees wCth"4,,�,hof the Owner or the Architect, or the amounts claimed as costs to the Owner, the Contractor may fursnt to Article 15. ARTICLE 3 CONTRACTOR § 3.1 General § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is refeou h ut he Contract Documents as if singular in number. The Contractor shall be lawfully licensed, if rethe jurisdiction where the Project is located. The Contractor shall designate in writing a representative who express authority to bind the Contractor with respect to all matters under this Contract. The term "Crntrame Contractor or the Contractor's authorized representative. § 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. § 3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordDocuments either by activities or duties of the Architect in the Architect's administration ofinspections or approvals required or performed by persons or entities other than the Contrac § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2.1 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. § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.3.4, 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 AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "America. Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 13 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. 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. § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accorda a ith applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but t e ntractor shall promptly report to the Architect any nonconformity discovered by or made known to the Co adLorasareqUUSLMr information in such form as the Architect may require. § 3.2.4 If the Contractor believes that additional cost or time is involved because of clarificationsclarificationsl or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant t tions 3.2.2 or 3.2.3, the Contractor shall submit Claims as provided in Article 15. If the Contractor fails to perfon obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner, subjec t to Section 1 f. , as would have been avoided if the Contractor had performed such obligations. If the Contractor per orms tho obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting frc m errors, inconsistencies or omissions in the Contract Documents, for differences between field meas a nts or col idit ons and the Contract Documents, or for nonconformities of the Contract Documents to applicabl I s, statuwi, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 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. T Contractor shall be solely responsible for, and have control over, construction means, methods, techni , seque ce , and procedures, and for coordinating all portions of the Work under the Contract. If the Con oc gi specific instructions concerning construction means, methods, techniques, sequences, or pro edures, he Contra or shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of sue ean , d techniques, sequences, or procedures. If the Contractor determines that such means, methods, technique , uence or procedures may not be safe, the Contractor shall give timely notice to the Owner and Architect, and shall prop alternative means, methods, techniques, sequences, or procedures. The Architect shall evaluate the proposed alternative solely for conformance with the design intent for the completed construction. Unless t tect objects to the Contractor's proposed alternative, the Contractor shall perform the Work using its alte rive means, etho , techniques, sequences, or procedures. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contr cto 's employ es, Subcontractors and their agents and employees, and other persons or entities performing port on of the W k r, 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 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 fap for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, tr ation, and other facilities and services necessary for proper execution and completion of the Work, whether rary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 Except in the case of minor changes in the Work approved by the Architect in accor or ordered by the Architect in accordance with Section 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 14 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) § 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 the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the C n r ctor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If rc quiJed by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and c quitment. § 3.5.2 All material, equipment, or other special warranties required by the Contract Docume is name of the Owner, or shall be transferable to the Owner, and shall commence in accordanc ff Section 9.8.4. § 3.6 Taxes The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the tractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effectiv or nerely scl MeTiled to go into effect. § 3.7 Permits, Fees, Notices and Compliance with Laws § 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure an pa it permit as well as for other permits, fees, licenses, and inspections by government agencies n cessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordi s, cod s, rules and regulations, and lawful orders of public authorities applicable to performance of th r . § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, o ces, Its and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate response or suc Work and shall bear the costs attributable to correction. § 3.7.4 Concealed or Unknown Conditions If the Contractor encounters conditions at the site that are (1) subsurface or otherwise conceleontract cal co ition that differ materially from those indicated in the Contract Documents or (2) unknown physiions f a unusual nature that differ materially from those ordinarily found to exist and generally recoinner tin construction activities of the character provided for in the Contract Documents, the Contractompt p vide notice to the Owner and the Architect before conditions are disturbed and in no event later tys aft r fi st observance of the conditions. The Architect will promptly investigate such conditions and, iftect d to ines that they differ materially and cause an increase or decrease in the Contractor's cost of, or tied for, performance of any part of the Work, will recommend that an equitable adjustment be madentract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different those indicated in the Contract Documents and that no change in the terms of the Contract is justified, t chitect shall promptly notify the Owner and Contractor, stating the reasons. If either party disputes the Archi ct's rmmation recommendation, that party may submit a Claim as provided in Article 15. § 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the xistence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contr ct shall immediately suspend any operations that would affect them and shall notify the Owner and Architect. Up re t OfSUClrnatice, the Owner shall promptly take any action necessary to obtain governmental authorization req operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. § 3.8 Allowances § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "America. Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 15 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) 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; and .3 whenever costs are more than or less than allowances, the Contract Sum shall e justed accordingly by Change Order. The amount of the Change Order shall reflect (1) the differe ce petween actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's cost un er Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with rea on romptness. § 3.9 Superintendent § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who s4a 1 be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contr, and communications given to the superintendent shall be as binding as if given to the Contractor. § 3.9.2 The Contractor, as soon as practicable after award of the Contract, shall notify the Ow ner and Arch' ect of the name and qualifications of a proposed superintendent. Within 14 days of receipt of the inform itio i, the Arc ite t may notify the Contractor, stating whether the Owner or the Architect (1) has reasonable objectio4 to the proposed superintendent or (2) requires additional time for review. Failure of the Architect to provide rLotice within the 14-day period shall constitute notice of no reasonable objection. § 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has mad reasonable and timely objection. The Contractor shall not change the superintendent without the O conse t, which shall not unreasonably be withheld or delayed. § 3.10 Contractor's Construction and Submittal Schedules § 3.10.1 The Contractor, promptly after being awarded the Contract, shall submit for the Owner's and ct's information a Contractor's construction schedule for the Work. The schedule shall contain detail appropriate for Project, including (1) the date of commencement of the Work, interim schedule milestone dates, and the date of Substantial Completion; (2) an apportionment of the Work by construction activity; and (3) the ti ed for completion of each portion of the Work. The schedule shall provide for the orderly progressio of the Work completion and shall not exceed time limits current under the Contract Documents. The sche le all be vi at appropriate intervals as required by the conditions of the Work and Project. § 3.10.2 The Contractor, promptly after being awarded the Contract and thereafter as necessa t maintain) submittal schedule, shall submit a submittal schedule for the Architect's approval. The Archi ectIs 012rova be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with Contractor's construction schedule, and (2) allow the Architect reasonable time to review submittals. If the Contractor a submit a submittal schedule, or fails to provide submittals in accordance with the approved Contractor shall not be entitled to any increase in Contract Sum or extension of Contract T required for review of submittals. § 3.10.3 The Contractor shall perform the Work in general accordance with the most recent Owner and Architect. § 3.11 Documents and Samples at the Site The Contractor shall make available, at the Project site, the Contract Documents, including Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be in electronic form or paper copy, available to the Architect and Owner, and delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 16 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) § 3.12 Shop Drawings, Product Data and Samples § 3.12.1 Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some p rti n of the Work. § 3.12.3 Samples are physical examples that illustrate materials, equipment, or workmanship Ian Iestablish standards by which the Work will be judged. § 3.12.4 Shop Drawings, Product Data, Samples, and similar submittals are not Contract Doc me its. Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the des' n oncept expressed in the Contract Documents for those portions of the Work for which the Contract Documents re submittals. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon w ' the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittal tho t are not r qui ed 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, uid submit to the Architect, Shop Drawings, Product Data, Samples, and similar submittals required by the Coiptrants accordance with the submittal schedule approved by the Architect or, in the absence of an ap roved submittal schedule, 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. § 3.12.6 By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contracto resent to the Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determ' and v materials, field measurements and field construction criteria related thereto, or will do so, an(3 ked and coordinated the information contained within such submittals with the requirements of the Wo oft ac Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples, or similar submittals, until the respective subm' been approved by the Architect. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contracto sh 11 not be r lieve f responsibility for deviations from the requirements of the Contract Documents by the Archit ct' approval f S op Drawings, Product Data, Samples, or similar submittals, unless the Contractor has specificall n tified the c itect of such deviation at the time of submittal and (1) the Architect has given written approval tot e s ti minor change in the Work, or (2) a Change Order or Construction Change Directive has beer 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 DrCpractice uct Data, Samples, or similar submittals, to revisions other than those requested by the Architect on pittals. In the absence of such notice, the Architect's approval of a resubmission shall not apply to such re § 3.12.10 The Contractor shall not be required to provide professional services that constitut of architecture or engineering unless such services are specifically required by the Contract Doa portion of the Work or unless the Contractor needs to provide such services in order to carry out the Coponsibilities for construction means, methods, techniques, sequences, and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. § 3.12.10.1 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 be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents. The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings, and AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 1,7 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) 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 and accuracy of the services, certifications, and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor the performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept e M ssed in the Contract Documents. § 3.12.10.2 If the Contract Documents require the Contractor's design professional to certify 1hattle performed in accordance with the design criteria, the Contractor shall furnish such certificatio s to the Architect at the time and in the form specified by the Architect. § 3.13 Use of Site lJ The Contractor shall confine operations at the site to areas permitted by applicable laws, sta ordinances, codes, rules and regulations, lawful orders of public authorities, and the Contract Documents and sh 11 of unreas na ly 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 compl to r tCL its parts fit together properly. All areas requiring cutting, fitting, or patching shall be restored o the condition existi prior to the cutting, fitting, or patching, unless otherwise required by the Contract Documents. § 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 co cl excavation. The Contractor shall not cut or otherwise alter construction by the Owner or a Se e Co with written consent of the Owner and of the Separate Contractor. Consent shall not be unre on withb Contractor shall not unreasonably withhold, from the Owner or a Separate Contractor, its cons cutti otherwise altering the Work. § 3.15 Cleaning Up § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of w terials and rubbish caused by operations under the Contract. At completion of the Work, the Contractor s 1 remove to materials, rubbish, the Contractor's tools, construction equipment, machinery, and surplus ineri s from nd ut the Project. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner ray o so and shall be entitled to reimbursement from the Contractor. I § 3.16 Access to Work The Contractor shall provide the Owner and Architect with access to the Work in preparation and located. § 3.17 Royalties, Patents and Copyrights The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or cl ifal r infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on a thereof, but shall not be responsible for defense or loss when a particular design, process, or product of a parti anufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are o, Specifications, or other documents prepared by the Owner or Architect. However, if an infrin patent is discovered by, or made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect. § 3.18Indemnification § 3.18.1 To the fullest extent permitted by law, 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 destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 180 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) 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 that would otherwise exist as to a party or person described in this Section 3.18. § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts t ey ay be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amou t o type of damages, compensation, or benefits payable by or for the Contractor or a Subcontractor under workers cot1pensation acts, disability benefit acts, or other employee benefit acts. ARTICLE 4 ARCHITECT § 4.1 General § 4.1.1 The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2 the Agreement. § 4.1.2 Duties, responsibilities, and limitations of authority of the Architect as set i shall not be restricted, modified, or extended without written consent of the Owner, shall not be unreasonably withheld. § 4.2 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 during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Docunwas' as such in § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otrrwi eed i the Owner, to become generally familiar with the progress and quality of the portion of the Work co leted, an to determine in general if the Work observed is being performed in a manner indicating that the Wor when completed, will be in accordance with the Contract Documents. However, the Architect will not be requ o mak exhaustive or continuous on -site inspections to check the quality or quantity of the Work. The Architect will not control over, charge of, or responsibility 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 Co rights and responsibilities under the Contract Documents. / § 4.2.3 On the basis of the site visits, the Architect will keep the Owner reasonably informed labokit the pro es; quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the C tr ctor, and (3) defects and deficiencies observed in the Work. The Architect will not be responsible or h ntra for 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 performing portions of the Work. § 4.2.4 Communications The Owner and Contractor shall include the Architect in all communications that relate to or ffe t1na'n ct's services or professional responsibilities. The Owner shall promptly notify the Architect of th su stadirectcommunications between the Owner and the Contractor otherwise relating to the Project. Co iand with the Architect's consultants shall be through the Architect. Communications by and with Su cond suppliers shall be through the Contractor. Communications by and with Separate Contractors shati die Owner. The Contract Documents may specify other communication protocols. § 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 has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3, whether or not the 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 AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 19 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 4.2.7 The Architect will review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an ippi oved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's profe sioi tal judgment to permit adequate review. Review of such submittals is not conducted for the purpose of deterr iiniig the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instruct on performance of equipment or systems, all of which remain the responsibility of the Contractc r as required by Ote Contract Documents. The Architect's review of the Contractor's submittals shall not relieve e ontractor of the obligations under Sections 3.3, 3.5, and 3.12. The Architect's review shall not constitute app v of safety precautions or of any construction means, methods, techniques, sequences, or procedures. Th hitect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. n § 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and in the Work as provided in Section 7.4. The Architect will investigate and make determinati regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; 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 pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to _ Section 9.10. § 4.2.10 If the Owner and Architect agree, the Architect will provide one or more Project repLeserFQXes to assi i carrying out the Architect's responsibilities at the site. The Owner shall notify the Contractor o chan e duties, responsibilities and limitations of authority of the Project representatives. § 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 respon h requests will be made in writing within any time limits agreed upon or otherwise with reasonable prom ess. § 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of, an1d reasonably i fera from, the Contract Documents and will be in writing or in the form of drawings. When making such interpret do and decisions, the Architect will endeavor to secure faithful performance by both Owner and Co tractor, will n t s ow partiality to either, and will not be liable for results of interpretations or decisions rendered ixl go faith § 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if expressed in the Contract Documents. § 4.2.14 The Architect will review and respond to requests for information about the Contract ocu s. e Architect's response to such requests will be made in writing within any time limits agreed a on otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Dra in and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS I § 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 the subcontractors of a Separate Contractor. § 5.1.2 A Sub -subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub -subcontractor. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 2 0 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) § 5.2 Award of Subcontracts and Other Contracts for Portions of the Work § 5.2.1 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the persons or entities proposed for each principal portion of the Work, including those who are to furnish materials or equipment fabricated to a special design. Within 14 days of receipt of the information, the Architect may notify the Contractor whether the Owner or the Architect (1) has reasonable objection to any such proposed person or entity or (2) requires additional time for review. Failure of the Architect to provide notice within the 14-day period shall constitute notice of no reasonable Je tion. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owne reasonable and timely objection. The Contractor shall not be required to contract with anyone has made reasonable objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by Contractor shall propose another to whom the Owner or Architect has no reasonable objecti( rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum ar increased or decreased by the difference, if any, occasioned by such change, and an appropria issued before commencement of the substitute Subcontractor's Work. However, no increase Contract Time shall be allowed for such change unless the Contractor has acted promptly an submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor, person, or entity for one or Architect makes reasonable objection to such substitution. has made -actor, the proposed but A Time shall be e Ord r s all be )ntrac S or § 5.3 Subcontractual Relations By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent oft�rto auncontractor s worx mai me Contractor, ny mese %_omract liocumems, assumes towara me uwuez ana ansQ1tjct. I Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the ct Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will no 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 Contra e Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subc tractor toe er int similar agreements with Sub -subcontractors. The Contractor shall make available to each pro os2Subcotn Sub a t , prior to the execution of the subcontract agreement, copies of the Contract Documents to whic thctorbe bound, and, upon written requestof the Subcontractor, identify to the Subcontractor terms andof eproposed subcontract agreement that may be at variance with the Contract Documents. Subcontrim larlymake copies of applicable portions of such documents available to their respective proposed Subto 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, ro .1 assignment is effective only after termination of the Contract by the Owner for cau ursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts relatinrtotthe g e Subcontractor and Contractor; and .2 assignment is subject to the prior rights of the surety, if any, obligated under b ndg Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the obligations under the subcontract. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 5.4.3 Upon assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. If the Owner assigns the subcontract to a successor contractor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 2 1 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 Owner's Right to Perform Construction and to Award Separate Contracts § 6.1.1 The term "Separate Contractor(s)" shall mean other contractors retained by the Owner under separate agreements. The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract, including those provisions of the Conditions of the Contract related to insurance and waiver of subrogation. F] § 6.1.2 When separate contracts are awarded for different portions of the Project or other cons truc ion or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contra for separate Owner -Contractor Agreement. § 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces nd of each Separate Contractor with the Work of the Contractor, who shall cooperate with them. The Contractor s articipate with any Separate Contractors and the Owner in reviewing their construction schedules. The Contract all make any revisions to its construction schedule deemed necessary after a joint review and mutual agree a t. The cos ction schedules shall then constitute the schedules to be used by the Contractor, Separate Contract rs, nd the O ne until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs co trJW@a-o&-4era6Q, related to the Project with the Owner's own forces or with Separate Contractors, the Owner or its Separate Contract shall have the same obligations and rights that the Contractor has under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11, and 12. § 6.2 Mutual Responsibility § 6.2.1 The Contractor shall afford the Owner and Separate Contractors reasonable opportur storage of their materials and equipment and performance of their activities, and shall conne 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 F ' Owner or a Separate Contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly notify the Architect of apparent discrepancies or defects in the construction or operations by the O Separal Contractor that would render it unsuitable for proper execution and results of the Contractor's ork. Failuref th Contractor to notify the Architect of apparent discrepancies or defects prior to proceeding wi tb ork al constitute an acknowledgment that the Owner's or Separate Contractor's completed or partiafyompleted construction is fit and proper to receive the Contractor's Work. The Contractor shall not be r spc risible for discrepancies or defects in the construction or operations by the Owner or Separate Contract r th at are not L4 § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a Separate Contractor because of the Contractor's delays, improperly timed activities or defective construction. The Owner shall e responsible to the Contractor for costs the Contractor incurs because of a Separate Contractor's delays, im rl timed activities, damage to the Work or defective construction. § 6.2.4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes tf completed or partially completed construction or to property of the Owner or Separate Contractor as provided in Se do 10.2.5. § 6.2.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting Ind patching as are described for the Contractor in Section 3.14. I § 6.3 Owner's Right to Clean Up 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. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 22 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) ARTICLE 7 CHANGES IN THE WORK § 7.1 General § 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. § 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor, and A c i ect. A Construction Change Directive requires agreement by the Owner and Architect and may or may not be agr edV 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 Contractor shall proceed promptly with changes in the Work, unless otherwise provided in t 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 Architect stating their agreement upon all of the following: .1 The 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. s. The Order, § 7.3 Construction Change Directives § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or C c Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract chan es the Work within the general scope of the Contract consisting of additions, deletions, or other sions on a( 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 Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the nt shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficie t s stantia i g 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 cc table fix o percentage fee; or .4 As provided in Section 7.3.4. § 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Co um, the Architect shall determine the adjustment on the basis of reasonable expenditures and savings ose performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an fa unt over ea profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reaa amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as tchitect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwivided in the Contract Documents, costs for the purposes of this Section 7.3.4 shall be limited to the follo.1 Costs of labor, including applicable payroll taxes, fringe benefits required by ustom, workers' compensation insurance, and other employee costs approved by the ; .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, directly related to the change; and .5 Costs of supervision and field office personnel directly attributable to the change. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 23 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) § 7.3.5 If the Contractor disagrees with the adjustment in the Contract Time, the Contractor may make a Claim in accordance with applicable provisions of Article 15. § 7.3.6 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. I —I § 7.3.7 A Construction Change Directive signed by the Contractor indicates the Contractor's Fgr4ement therewith, including adjustment in Contract Sum and Contract Time or the method for determining the I. SaclT agreement be effective immediately and shall be recorded as a Change Order. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or cl+ngf that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When b ditions and credits covering related Work or substitutions are involved in a change, the allowance for overhead an ofit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to th 01 mer, the Toni ractor may request payment for Work completed under the Construction Change Directive in Applic itiois for Pay.,ner t. The Architect will make an interim determination for purposes of monthly certification for paymqnt for those sts wad certify for payment the amount that the Architect determines, in the Architect's professional judgment, to be reasonably justified. The Architect's interim 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 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerni e adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the stme c agreement shall be effective immediately and the Architect will prepare a Change Order. Ch g ers may issued for all or any part of a Construction Change Directive. § 7.4 Minor Changes in the Work \ The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Arch' der for minor changes shall be in writing. If the Contractor believes that the proposed minor change in t Work will fect t Contract Sum or Contract Time, the Contractor shall notify the Architect and shall not proce nntractor t t change in the Work. If the Contractor performs the Work set forth in the Architect's order forae wit t prior notice to the Architect that such change will affect the Contract Sum or Contract Time, aiv any adjustment tothe Contract Sum or extension of the Contract Time. ARTICLE 8 TIME § 8.1 Definitions § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments din 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 accordancf with Section 9.8. § 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless defined. § 8.2 Progress and Completion § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, commence the Work prior to the effective date of insurance required to be furnished by the Contractor and Owner. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 24 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) § 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 (1) an act or neglect of the Owner or Architect, of an employee of either, or of a Separate Contractor; (2) by changes ordered in the Work; (3) by labor disputes, fire, unusual delay in deliveries, unavoidable casualties, adverse weathei coi ditions documented in accordance with Section 15.1.6.2, or other causes beyond the Contractor's control; (4) by dela i authorized by the Owner pending mediation and binding dispute resolution; or (5) by other causes that the Con rac or asserts, and the Architect determines, justify delay, then the Contract Time shall be extended for such reasona le may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Art Hcle15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party and er provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 Contract Sum § 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, 'ip the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Doc ments. § 9.1.2 If unit prices are stated in the Contract Documents or subsequently agreed upon, and i<datato originally contemplated are materially changed so that application of such unit prices to the actual quans sub ial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. § 9.2 Schedule of Values Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contract schedule of values to the Architect before the first Application for Payment, allocating the ento th various portions of the Work. The schedule of values shall be prepared in the form, and suppdata tosubstantiate its accuracy, required by the Architect. This schedule, unless objected to by the A,all be used as a basis for reviewing the Contractor's Applications for Payment. Any changes to the schedule of v all be submitted to the Architect and supported by such data to substantiate its accuracy as the Archi ct ma requ , an unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's sub qu t pp ' ati for Payment. § 9.3 Applications for Payment § 9.3.1 At least ten days before the date established for each progress payment, the Contract s 11 mit o t Architect an itemized Application for Payment prepared in accordance with the schedule of lues, if required under Section 9.2, for completed portions of the Work. The application shall be notarized, if required, and supported y all data substantiating the Contractor's right to payment that the Owner or Architect require, such as copies of requisitions, and releases and waivers of liens from Subcontractors and suppliers, and shall rracount age if provided for in the Contract Documents. § 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment oof changes in the Work that have been properly authorized by Construction Change Directives, or by interinations of the Architect, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Contractor does not intend to pay a Subcontractor or supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in 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 AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 25 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) 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, clai s, ecurity interests, or encumbrances, in favor of the Contractor, Subcontractors, suppliers, or other persons or entit es t at 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 I laydient, either (1) issue to the Owner a Certificate for Payment in the full amount of the Application for Payment, wil h a copy to the Contractor; or (2) issue to the Owner a Certificate for Payment for such amount as the Archite ermines is properly due, and notify the Contractor and Owner of the Architect's reasons for withholding certificaf ' part as provided in Section 9.5.1; or (3) withhold certification of the entire Application for Payment, and notify t C ntractor f1wner of the Architect's reason for withholding certification in whole as provided in Section 9.5.1. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Archi ect o the O er, base on the Architect's evaluation of the Work and the data in the Application for Payment, that, t thb bogt @9 Ae Architect's knowledge, information, and belief, the Work has progressed to the point indicat d the quality of the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount certified. 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 mino deviations from the Contract Documents prior to completion, and to specific qualifications expressed e Arc 'tec However, the issuance of a Certificate for Payment will not be a representation that the Arch' as e exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) re ' d consZon means, methods, techniques, sequences, or procedures; (3) reviewed copies of requisitions rece' from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor's rig or (4) made examination to ascertain how or for what purpose the Contractor has used money previously pa 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 ean cc to protect the Owner, if in the Architect's opinion the representations to the Owner required by ecnno made. If the Architect is unable to certify payment in the amount of the Application, the Architet Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot ag eea ount, the Architect will promptly issue a Certificate for Payment for the amount for which the Arch* ectk h representations to the Owner. The Architectmay also withhold a Certificate for Payment or, ecause 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 res ble, including loss resulting from acts and omissions described in Section 3.3.2, because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of sue cla' s, unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or supp ier for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of he C 9, .5 damage to the Owner or a Separate 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 repeated failure to carry out the Work in accordance with the Contract Documents. § 9.5.2 When either party disputes the Architect's decision regarding a Certificate for Payment under Section 9.5.1, in whole or in part, that party may submit a Claim in accordance with Article 15. § 9.5.3 When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 2 c are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which v expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) § 9.5.4 If the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Contractor shall reflect such payment on its next Application for Payment. § 9.6 Progress Payments § 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make paym t I the manner and within the time provided in the Contract Documents, and shall so notify the Architect. § 9.6.2 The Contractor shall pay each Subcontractor, no later than seven days after receipt of p y nt from the Owner, the amount to which the Subcontractor is entitled, reflecting percentages actually retained fr yments to the Contractor on account of the Subcontractor's portion of the Work. The Contractor shall, by a priate agreement with each Subcontractor, require each Subcontractor to make payments to Sub -subcontractors similar manner. § 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information ga ding perc nt es of completion or amounts applied for by the Contractor and action taken thereon by the Architect a Owner n account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Coni ractor has 12rol2erlY 12aid Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an obligation to , or to see to the payment of money to, a Subcontractor or supplier, except as may otherwise be required r § 9.6.5 The Contractor's payments to suppliers shall be treated in a manner similar to that 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 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 sumo e Contr payments received by the Contractor for Work properly performed by Subcontractors or provi eraterials, held by the Contractor for those Subcontractors or suppliers who performed Work or furnish dunder contract with the Contractor for which payment was made by the Owner. Nothing contan money to be placed in a separate account and not commingled with money of the Contractor, create any f liability or tort liability on the part of the Contractor for breach of trust, or entitle any person r entity to punitive damages against the Contractor for breach of the requirements of this provision. § 9.6.8 Provided the Owner has fulfilled its payment obligations under the Contract Documents, the Contractor shall defend and indemnify the Owner from all loss, liability, damage or expense, including reasonable orney's fees an litigation expenses, arising out of any lien claim or other claim for payment by any Subcontrac r or pier o an tier. Upon receipt of notice of a lien claim or other claim for payment, the Owner shall notify he ntractor. If approved by the applicable court, when required, the Contractor may substitute a surety bond for he property against which the lien or other claim for payment has been asserted. § 9.7 Failure of Payment — If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, L" Q�AQ­Q aftar.— 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 binding dispute resolution, then the Contractor may, upon seven additional days' 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 shutdown, delay and start-up, plus interest as provided for in the Contract Documents. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 2,7 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) § 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 Architflent mprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on suoes not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Doc § 9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determ' ae whether the FI designated portion thereof is substantially complete. If the Architect's inspection discloses a 51he n, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the C nct Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item u otification by the Architect. In such case, the Contractor shall then submit a request for another inspection by th Ai chitect to Teine Substantial Completion. § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect ill repare a ate of Substantial Completion that shall establish the date of Substantial Completion; establish r+pok&iW ities of th Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and ins n • and 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 Contracto oirf' r r wri acceptance of responsibilities assigned to them in the Certificate. Upon such acceptance, and consent urety the Owner shall make payment of retainage applying to the Work or designated portion thereof. Such payments adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Docum�nts. § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work ge when such portion is designated by separate agreement with the Contractor, provided such occupanc or use is con nted by the insurer and authorized by public authorities having jurisdiction over the Project. Such art' occup c use may commence whether or not the portion is substantially complete, provided the Owner an Ce.1tractor h e accepted in writing the responsibilities assigned to each of them for payments, retainage, if an , s urity, ma' to nce, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the er' d for co cti n of the Work and commencement of warranties required by the Contract Documents. When the on rat r n id a portion substantially complete, the Contractor shall prepare and submit a list to the Architect s provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonablithheld. The stage o the progress of the Work shall be determined by written agreement between the Owner and Contractor or i agreement is reached, by decision of the Architect. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor, and Archi ct all jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record th co dition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the or 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 the Contractor's 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. 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 the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 2 80 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) § 9.10.2 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's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect, (3) a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required byte t ontract Documents, (4) consent of surety, if any, to final payment, (5) documentation of any special warranties, si tch is manufacturers' warranties or specific Subcontractor warranties, and (6) if required by the Owner, other data sta lishing payment or satisfaction of obligations, such as receipts and releases and waivers of liens, claims, security interests, encumbrances arising out of the Contract, to the extent and in such form as may be designate I b Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor m ty f unish a bond satisfactory to the Owner to indemnify the Owner against such lien, claim, security interest, o en umbrance. If a lien, claim, security interest, or encumbrance remains unsatisfied after payments are made, the Co for shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien, claim, ieei irity interest, or encumbrance, including all costs and reasonable attorneys' fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially d Plaed throug i n fault of the Contractor or by issuance of Change Orders affecting final completion, and the Archit ct confirm;, t Owner shall, upon application by the Contractor and certification by the Architect, and witho t t nating the Contract, make payment of the balance due for that portion of the Work fully completed, co ected 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 the 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 certification of such payment. Such payment shall be made under terms and conditions governing fi yment 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 excepn .1 liens, Claims, security interests, or encumbrances arising out of the Contract and .2 failure of the Work to comply with the requirements of the Contract Documents; .3 terms of special warranties required by the Contract Documents; or .4 audits performed by the Owner, if permitted by the Contract Documents, after fii § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor, or a supplier, shall flontbute a claims by that payee except those previously made in writing and identified by that payee as rs tttled at final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY I § 10.1 Safety Precautions and Programs 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 reas naron ection 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 orar off the site, under care, custody, or control of the Contractor, a Subcontractor, or a Sub-su contractor; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements,-+oadways, - structures, and utilities not designated for removal, relocation, or replacement in the course of construction. § 10.2.2 The Contractor shall comply with, and give notices required by applicable laws, statutes, ordinances, codes, rules and 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 implement, 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 AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 2 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which 9 expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) against hazards; promulgating safety regulations; and notifying the owners and users of adjacent sites and utilities of the safeguards. § 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 i s d under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 a d 1 .2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub -subcontractor, or anyone directly o in any of them, or by anyone for whose acts they may be liable and for which the Contractor is i esp leer Sections 10.2.1.2 and 10.2.1.3. The Contractor may make a Claim for the cost to remedy the lair. age or loss to the extent such damage or loss is attributable to acts or omissions of the Owner or Architect or ai yor ie directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liabl d not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in aon to the Contractor's obligations under Section 3.18. ri n § 10.2.6 The Contractor shall designate a responsible member of the Contractor's organizatio ri at the site 4osf duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unl ss herwise esi rated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property If either party suffers injury or damage to person or property because of an act or omission o gotheFrparty, or f others for whose acts such party is legally responsible, notice of the injury or damage, whethe ored, sh 111 given to the other party within a reasonable time not exceeding 21 days after discovery. The noprovitLe sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials and Substances § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Con uments regarding hazardous materials or substances. If the Contractor encounters a hazardous materia r substance of addressed in the Contract Documents and if reasonable precautions will be inadequate to pre nrcondition. seea le y injury or death to persons resulting from a material or substance, including but not limited to sb or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor sh 11,recog izi g the condition, immediately stop Work in the affected area and notify the Owner and Architect o the § 10.3.2 Upon receipt of the Contractor's notice, the Owner shall obtain the services of a lice4sed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the on Documents, the Owner shall furnish in writing to the Contractor and Architect the names and quali ions of persons or entities who are to perform tests verifying the presence or absence of the material or substa e or o are to perform the task of removal or safe containment of the material or substance. The Contractor nd e Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection o persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or ti proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no r as able objection. When the material or substance has been rendered harmless, Work in the affected area shall sume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and-*e Contract Sum shall be increased by the amount of the Contractor's reasonable additional costs of shutdown, delay, and start-up. § 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 Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 30 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) (other than the Work itself), except to the extent that such damage, loss, or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for hazardous materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. n § 10.3.5 The Contractor shall reimburse the Owner for the cost and expense the Owner incu hazardous materials or substances the Contractor brings to the site and negligently handles, Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the to the Owner's fault or negligence. § 10.3.6 If, without negligence on the part of the Contractor, the Contractor is held liable by the cost of remediation of a hazardous material or substance solely by reason of performing Contract Documents, the Owner shall reimburse the Contractor for all cost and expense thei § 10.4 Emergencies In an emergency affecting safety of persons or property, the Contractor shall act, at the I prevent threatened damage, injury, or loss. Additional compensation or extension of time account of an emergency shall be determined as provided in Article 15 and Article 7. (1 I for remediation of (2 Ist tnd expense are due ARTICLE 11 INSURANCE AND BONDS § 11.1 Contractor's Insurance and Bonds § 11.1.1 The Contractor shall purchase and maintain insurance of the types and limits of liability, endorsements, and subject to the terms and conditions, as described in the Agreement or else Documents. The Contractor shall purchase and maintain the required insurance from an insuifinct insurance companies lawfully authorized to issue insurance in the jurisdiction where the Projec Owner, Architect, and Architect's consultants shall be named as additional insureds under the Co commercial general liability policy or as otherwise described in the Contract Documents. § 11.1.2 The Contractor shall provide surety bonds of the types, for such penal sums, and subject conditions as required by the Contract Documents. The Contractor shall purchase and mainta from a company or companies lawfully authorized to issue surety bonds in the jurisdiction whefe t] § 11.1.3 Upon the request of any person or entity appearing to be a potential beneficiary of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the copy to be furnished. § 11.1.4 Notice of Cancellation or Expiration of Contractor's Required Insurance. Within three ( , date the Contractor becomes aware of an impending or actual cancellation or expiration of any the Contract Documents, the Contractor shall provide notice to the Owner of such impending or expiration. Upon receipt of notice from the Contractor, the Owner shall, unless the lapse in co(e, or omission of the Owner, have the right to stop the Work until the lapse in coverage has beeprocurement of replacement coverage by the Contractor. The furnishing of notice by the Con the Contractor of any contractual obligation to provide any required coverage. ;mrnent agency for as required by the 's discredion] to m ntr T' any or ocate . re uirea onas Jn '1 ed. y nt ofho ize a mess days of the rance r ' d by cancellation or s rom an I by the shall not relieve § 11.2 Owner's Insurance § 11.2.1 The Owner shall purchase and maintain insurance of the types and limits of liability, endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract Documents. The Owner shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. § 11.2.2 Failure to Purchase Required Property Insurance. If the Owner fails to purchase and maintain the required property insurance, with all of the coverages and in the amounts described in the Agreement or elsewhere in the Contract Documents, the Owner shall inform the Contractor in writing prior to commencement of the Work. Upon receipt of notice from the Owner, the Contractor may delay commencement of the Work and may obtain insurance that will protect the interests of the Contractor, Subcontractors, and Sub -Subcontractors in the Work. When the failure to AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "America. Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 31 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) provide coverage has been cured or resolved, the Contract Sum and Contract Time shall be equitably adjusted. In the event the Owner fails to procure coverage, the Owner waives all rights against the Contractor, Subcontractors, and Sub -subcontractors to the extent the loss to the Owner would have been covered by the insurance to have been procured by the Owner. The cost of the insurance shall be charged to the Owner by a Change Order. If the Owner does not provide written notice, and the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain the required insurance, the Owner shall reimburse the Contractor for all reasonable costs and damages attributable thereto. 1—I § 11.2.3 Notice of Cancellation or Expiration of Owner's Required Property Insurance. Within t ree (3) business days of the date the Owner becomes aware of an impending or actual cancellation or expiration of a p required by the Contract Documents, the Owner shall provide notice to the Contractor of sucl i i e ding or -actual cancellation or expiration. Unless the lapse in coverage arises from an act or omission of the or tractor: (1) the Contractor, upon receipt of notice from the Owner, shall have the right to stop the Work until t ie 1 tpse in coverage has been cured by the procurement of replacement coverage by either the Owner or the Contract ) the Contract Time and Contract Sum shall be equitably adjusted; and (3) the Owner waives all rights against the tractor, Subcontractors, and Sub -subcontractors to the extent any loss to the Owner would have been (ove red by the ins ance had it not expired or been cancelled. If the Contractor purchases replacement coverage, the c st the insu nc shall be charged to the Owner by an appropriate Change Order. The furnishing of notice by the O ner shall not eli e the Owner of any contractual obligation to provide required insurance. § 11.3 Waivers of Subrogation § 11.3.1 The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub -subcontractors, agents, and employees, each of the other; (2) the Architect and Architect's consultants; and (3) Separate Contractors, if any, and any of their subcontractors, sub -subcontractors, agents, and employees, ford es caused by fire, or other causes of loss, to the extent those losses are covered by property insurance re . by t e Agreement or other property insurance applicable to the Project, except such rights as they h oe'f" pro ds of c insurance. The Owner or Contractor, as appropriate, shall require similar written waivers in vo e individ als and entities identified above from the Architect, Architect's consultants, Separate Contractors, ntractor d sub -subcontractors. The policies of insurance purchased and maintained by each person or entity agrees g t waive claims pursuant to this section 11.3.1 shall not prohibit this waiver of subrogation. This waiver of subrogation sha effective as to a person or entity (1) even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance premium di indirectly, or (3) whether or not the person or entity had an insurable interest in the damaged property. § 11.3.2 If during the Project construction period the Owner insures properties, real or personil of both, at o adja t to the site by property insurance under policies separate from those insuring the Project, or if after final pa e property insurance is to be provided on the completed Project through a policy or policies oth than those in uri g the Project during the construction period, to the extent permissible by such policies, the Owner ai es all ri s i accordance with the terms of Section 11.3.1 for damages caused by fire or other causes of loss overed by this separate property insurance. § 11.4 Loss of Use, Business Interruption, and Delay in Completion Insurance The Owner, at the Owner's option, may purchase and maintain insurance that will protect the use of the Owner's property, or the inability to conduct normal operations, due to fire or other Owner waives all rights of action against the Contractor and Architect for loss of use of the Ifire or other hazards however caused. §11.5 Adjustment and Settlement of Insured Loss § 11.5.1 A loss insured under the property insurance required by the Agreement shall be adju 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 Section 11.5.2. The Owner shall pay the Architect and Contractor their just shares of insurance proceeds received by the Owner, and by appropriate agreements the Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner. § 11.5.2 Prior to settlement of an insured loss, the Owner shall notify the Contractor of the terms of the proposed settlement as well as the proposed allocation of the insurance proceeds. The Contractor shall have 14 days from receipt of notice to object to the proposed settlement or allocation of the proceeds. If the Contractor does not object, the Owner shall settle the loss and the Contractor shall be bound by the settlement and allocation. Upon receipt, the Owner AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 32 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) shall deposit the insurance proceeds in a separate account and make the appropriate distributions. Thereafter, if no other agreement is made or the Owner does not terminate the Contract for convenience, the Owner and Contractor shall execute a Change Order for reconstruction of the damaged or destroyed Work in the amount allocated for that purpose. If the Contractor timely objects to either the terms of the proposed settlement or the allocation of the proceeds, the Owner may proceed to settle the insured loss, and any dispute between the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be resolved pursuant to Article 15. Pending resolution of any dispute, the Owner may issue a Construction Change Directive for the reconstruction of the am ged or destroyed Work. 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 requirem mts specifically expressed in the Contract Documents, it must, if requested in writing by the Architect, be unco mrc d for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Tim § 12.1.2 If a portion of the Work has been covered that the Architect has not specifically requt sted to exami e for to its being covered, the Architect may request to see such Work and it shall be uncovered by th e Contractor. f si tch Work is in accordance with the Contract Documents, the Contractor shall be entitled to an eq ita le adjustn tentto the Contract Sum and Contract Time as may be appropriate. If such Work is not in accordance w ith 1 he Contra t Documents, the costs of uncovering the Work, and the cost of correction, shall be at the Con act se. § 12.2 Correction of Work § 12.2.1 Before Substantial Completion The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requiremen Contract Documents, discovered before Substantial Completion and whether or not fabricated, install cor Costs of correcting such rejected Work, including additional testing and inspections, the cost ncov a replacement, and compensation for the Architect's services and expenses made necessary th eb 11 be at Contractor's expense. § 12.2.2 After Substantial Completion \ § 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of wary stablished under Section 9.9.1, or by terms of any applicable special warranty required by the Contract Do uments, an of the Work is found to be not in accordance with the requirements of the Contract Documents, the C ntr ctor SN c ct it promptly after receipt of notice from the Owner to do so, unless the Owner has previously gi en e Contr for a written acceptance of such condition. The Owner shall give such notice promptly after disco e of the cor Jiti During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the on actor an opportunity to make the correction, the Owner waives the rights to require correction by the CoUkactor Up to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.5. § 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portio of c irst performed after Substantial Completion by the period of time between Substantial Completio an the actual completion of that portion of the Work. § 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective W rk erformed by the Contractor pursuant to this Section 12.2. § 12.2.3 The Contractor shall remove from the site portions of the Work that 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 of the Owner or Separate Contractors, whether completed or partially completed, caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one-year period for AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 33 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. § 12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the C n r ct Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sun i will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment ha ben made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 Governing Law The Contract shall be governed by the law of the place where the Project is located, excludin th t jurisdiction's choice of law rules. If the parties have selected arbitration as the method of binding dispute r tion, the Federal Arbitration Act shall govern Section 15.4. § 13.2 Successors and Assigns § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, Issil ns, and le al representatives to covenants, agreements, and obligations contained in the Contract Documen s. cept as p ov' ied in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without wri en the If either party attempts to make an assignment without such consent, that party shall neverthdless remain legally responsible for all obligations under the Contract. § 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender p<enader financing for the Project, if the lender assumes the Owner's rights and obligations under the C Contractor shall execute all consents reasonably required to facilitate the assignment. § 13.3 Rights and Remedies § 13.3.1 Duties and obligations imposed by the Contract Documents and rights and remedies shall be in addition to and not a limitation of duties, obligations, rights, and remedies otherwi by law. § 13.3.2 No action or failure to act by the Owner, Architect, or Contractor shall constitute a wFCntrac r du afforded them under the Contract, nor shall such action or failure to act constitute approval oce ' a breach thereunder, except as may be specifically agreed upon in writing. § 13.4 Tests and Inspections § 13.4.1 Tests, inspections, and approvals of portions of the Work shall be made as required Documents and by applicable laws, statutes, ordinances, codes, rules, and regulations or lawf A orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections, an approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate lic authority, and shall bear all related costs of tests, inspections, and approvals. The Contractor1upon the Architect timely notice of when and where tests and inspections are to be made so that the Architect mn or suc procedures. The Owner shall bear costs of tests, inspections, or approvals that do not becomeCents until after bids are received or negotiations concluded. The Owner shall directly arrange and pay for teions, or approvals where building codes or applicable laws or regulations so require. § 13.4.2 If the Architect, Owner, or public authorities having jurisdiction determine that portWorkTeZfatM additional testing, inspection, or approval not included under Section 13.4.1, the Architect w,ritten. authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection, or approval, by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.4.3, shall be at the Owner's expense. § 13.4.3 If procedures for testing, inspection, or approval under Sections 13.4.1 and 13.4.2 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. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 34 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) § 13.4.4 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. § 13.4.5 If the Architect is to observe tests, inspections, or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. § 13.4.6 Tests or inspections conducted pursuant to the Contract Documents shall be made pm tly to avoid unreasonable delay in the Work. § 13.5 Interest Payments due and unpaid under the Contract Documents shall bear interest from the date pad parties agree upon in writing or, in the absence thereof, at the legal rate prevailing from time the Project is located. 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 perioc no act or fault of the Contractor, a Subcontractor, a Sub -subcontractor, their agents or or entities performing portions of the Work, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdic stopped; .2 An act of government, such as a declaration of national emergency, that requires all Work to be stopped; .3 Because the Architect has not issued a Certificate for Payment and has not notified the actor reason for withholding certification as provided in Section 9.4.1, or because t ner of payment on a Certificate for Payment within the time stated in the Contract D cu F r .4 The Owner has failed to furnish to the Contractor reasonable evidence as requir Secti due at the rate the at the place where § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor, a Subcontractor Sub -subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, repeated suspensions, delays, or interruptions of the entire Work by the Owner as described in Sect' constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, 9r 120 da s in ny 365-day period, whichever is less. r/ § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven da s' otice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed, s ell as reasonable overhead and profit on Work not executed, and costs incurred by reason of such termi § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault oft e Contractor, a Subcontractor, a Sub -subcontractor, or their agents or employees or any other persons or entities performi tions of the Work because the Owner has repeatedly failed to fulfill the Owner's obligations under the act Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven diti ays no i to the Owner and the Architect, terminate the Contract and recover from the Owner as provid d i Section 14.1.3. 14.2 Termination by the Owner for Cause 14.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or propel materials; .2 fails to make payment to Subcontractors or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or suppliers; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the reasons described in Section 14.2.1 exist, and upon certification by the Architect that sufficient cause exists to justify such action, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 35 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written 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 the Contract for one of the reasons stated in Section 14.�.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, i lu JinI L 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 exc ed he unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contracto wner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation f shall survive yment termination of the Contract. 1—I § 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 to pt the orLin whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay, or interruption under Section 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 interr�on�g<� other for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the § 14.4 Termination by the Owner for Convenience \ § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. 14.4.2 Upon receipt of notice from the Owner of such termination for the Owner's convenience, actor 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 pr e tion o e rk; and .3 except for Work directed to be performed prior to the effective date of termin io stated in t e tice, terminate all existing subcontracts and purchase orders and enter into no furth r s bcontract an purchase orders. § 14.4.3 In case of such termination for the Owner's convenience, the Owner shall pay the Contractor for Work properly executed; costs incurred by reason of the termination, including costs attributable to termination Subcontracts; and the termination fee, if any, set forth in the Agreement. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 Claims § 15.1.1 Definition A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment o m ney, a change in the Contract Time, or other relief with respect to the terms of the Contract. The term "Claim" als in ther disputes and matters in question between the Owner and Contractor arising out of or relating to the Co sponsibility - to substantiate Claims shall rest with the party making the Claim. This Section 15.1.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. § 15.1.2 Time Limits on Claims The Owner and Contractor shall commence all Claims and causes of action against the other and arising out of or related to the Contract, whether in contract, tort, breach of warranty or otherwise, in accordance with the requirements of the binding dispute resolution method selected in the Agreement and within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Contractor waive all Claims and causes of action not commenced in accordance with this Section 15.1.2. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "America. Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 3 6 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) § 15.1.3 Notice of Claims § 15.1.3.1 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party and to the Initial Decision Maker with a copy sent to the Architect, if the Architect is not serving as the Initial Decision Maker. Claims by either party under this Section 15.1.3.1 shall be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first re M izes the condition giving rise to the Claim, whichever is later. § 15.1.3.2 Claims by either the Owner or Contractor, where the condition giving rise to the C aim after expiration of the period for correction of the Work set forth in Section 12.2.2, shall be i itiar by notice to the other party. In such event, no decision by the Initial Decision Maker is required. § 15.1.4 Continuing Contract Performance I --I § 15.1.4.1 Pending final resolution of a Claim, except as otherwise agreed in writing or as pro in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Twitr shall c n i ue to make payments in accordance with the Contract Documents. § 15.1.4.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Init' 1 4ecisi decision, subject to the right of either party to proceed in accordance with this Article 15. Th A Certificates for Payment in accordance with the decision of the Initial Decision Maker. § 15.1.5 Claims for Additional Cost If the Contractor wishes to make a Claim for an increase in the Contract Sum, notice as provided in Section shall be given before proceeding to execute the portion of the Work that is the subject of the Claim. P ' o required for Claims relating to an emergency endangering life or property arising under Sect' A4. § 15.1.6 Claims for Additional Time \ § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, notice as prove 15.1.3 shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay progress of the Work. In the case of a continuing delay, only one Claim is necessary. § 15.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such ( by data substantiating that weather conditions were abnormal for the period of time, could anticipated, and had an adverse effect on the scheduled construction. § 15.1.7 Waiver of Claims for Consequential Damages The Contractor and Owner waive Claims against each other for consequential damages arisin ou of or relat ng o this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, pro it, tinancing, business and reputation, and for loss of management or employee productivity or of the servic such persons; and .2 damages incurred by the Contractor for principal office expenses including the mp ion o personnel stationed there, for losses of financing, business and reputation, and r 1 ss of profit, except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to eith r pfrty's termination in accordance with Article 14. Nothing contained in this Section 15.1.7 shall be deemed to prectude assegsTrient of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. § 15.2 Initial Decision § 15.2.1 Claims, excluding those where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2 or arising under Sections 10.3, 10.4, and 11.5, shall be referred to the Initial Decision Maker for initial decision. The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim. If an initial decision has not been rendered within 30 days after the Claim has been referred to the Initial Decision Maker, the party asserting the Claim may demand mediation and binding dispute resolution without a decision having been rendered. Unless the Initial Decision Maker AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 3,7 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. § 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other parry, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial eci ion Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker conlules that, in the Initial Decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resIlve the Claim. § 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, ons information from either party or from persons with special knowledge or expertise who mays the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authori e r tention of such persons at the Owner's expense. § 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to 111711 sh additi a supporting data, such party shall respond, within ten days after receipt of the request, and sha 1 e' her (1) p vi e a response on the requested supporting data, (2) advise the Initial Decision Maker when the resl on e or supp rti data will be furnished, or (3) advise the Initial Decision Maker that no supporting data will be fun ish d. Upon ce pt of the response or supporting data, if any, the Initial Decision Maker will either rejector approve he hol part. § 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state reasons therefor; and (3) notify the parties and the Architect, if the Architect is not serving as the Init' ecisio Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shal coal ndi g o the parties but subject to mediation and, if the parties fail to resolve their dispute through medi ti binding di pu resolution. § 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 15. . . § 15.2.6.1 Either party may, within 30 days from the date of receipt of an initial decision, demand ' that the other parry file for mediation. If such a demand is made and the party receiving the demand fa' to file for diati within 30 days after receipt thereof, then both parties waive their rights to mediate or pursue bi diQdispus ion proceedings with respect to the initial decision. § 15.2.7 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, oty, any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's faer but is not obligated to, notify the surety and request the surety's assistance in resolving the c ntroversy. § 15.2.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may ro accordance with applicable law to comply with the lien notice or filing deadlines. § 15.3 Mediation § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contr ct, xcept those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.7, shall be subject to mediation as a condit on recedent to binding dispute resolution. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the pa otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution 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. If an arbitration is stayed pursuant to this Section 15.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "America. Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" 38 are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154) § 15.3.3 Either party may, within 30 days from the date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute, demand in writing that the other party file for binding dispute resolution. If such a demand is made and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof, then both parties waive their rights to binding dispute resolution proceedings with respect to the initial decision. § 15.3.4 The parties shall share the mediator's fee and any filing fees equally. The mediation IMaq be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements re ch in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 15.4 Arbitration § 15.4.1 If the parties have selected arbitration as the method for binding dispute resolution in th Agreement, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless t p rties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with i nstruction Industry Arbitration Rules in effect on the date of the Agreement. The Arbitration shall be conducted 4 e place where the Project is located, unless another location is mutually agreed upon. A demand for arbitration all be made 7iting, delivered to the other party to the Contract, and filed with the person or entity administering t le a -bitration. Th party filing a notice of demand for arbitration must assert in the demand all Claims then known to 1 hat party on whic arbitration is permitted to be demanded. § 15.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing lof a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institut' legal or equitable proceedings based on the Claim. § 15.4.2 The award rendered by the arbitrator or arbitrators shall be final, and judgment may e d upon it accordance with applicable law in any court having jurisdiction thereof. § 15.4.3 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entitTnXA consented to by parties to the Agreement, shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 15.4.4 Consolidation or Joinder § 15.4.4.1 Subject to the rules of the American Arbitration Association or other applicable arl litr,Drules,itherparty may consolidate an arbitration conducted under this Agreement with any other arbitrate n s a artyprovided that (1) the arbitration agreement governing the other arbitration permits consolidate n, ati ns tobe consolidated substantially involve common questions of law or fact, and (3) the arbitratio s eria 1 similar procedural rules and methods for selecting arbitrator(s). § 15.4.4.2 Subject to the rules of the American Arbitration Association or other applicable arbitration rules,_cilha, party may include by joinder persons or entities substantially involved in a common question of 1 or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party s gh e Joine consents in writing to such joinder. Consent to arbitration involving an additional person or e ity all not constitute consent to arbitration of any claim, dispute or other matter in question not described in the w itte consent. § 15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitraf n londucted under this Section 15.4, whether by joinder or consolidation, the same rights of joinder and consolidati ag those of le Owner and Contractor under this Agreement. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" � n are trademarks of The American Institute of Architects. This draft was produced at 11:27:03 ET on 11/15/2023 under Order No.2114420949 which 7 expires on 03/28/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1496015154)