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Item 5Guaty of moutniaxe, r exas MEMORANDUM May 16, 2006 TO: Shana Yelverton, City Manager FROM: Wade Goolsby, Chief of Police Services SUBJECT: Authorize a professional services agreement with RPGA Design Group, Inc. for the design and construction of a centrally located DPS facility. Action Requested: Approve an agreement negotiated by Staff, for the design services for a centrally located DPS facility and authorize the Mayor to enter into an agreement with RPGA Design Group, Inc. Background Information: Staff is recommending the firm of RPGA Design Group, Inc. for the design and construction of a new Department of Public Safety (DPS) facility. This new facility will be the main police facility with a fire station and DPS administration housed in the new facility. RPGA Design Group, Inc. was originally selected to perform the design of a DPS facility in the northern portion of Southlake. The location of north Southlake for the main police station was questioned by the MATRIX Consultant Group and since that time, city staff, the Crime Control and Prevention District Board (CCPD), and City Council have reconsidered the most appropriate location for a main police facility and unanimously agreed that the facility should be more centrally located. During their previous work with the City, RPGA Design Group demonstrated good presentation and communication skills, a strong desire to work with City Officials, and preliminary plans indicating a well designed proiect. Typical services to be provided by RPGA Design Group as a part of the proposed contract include needs assessment/validation and programming, schematic design, design development, construction documentation and specifications, cost estimation, assistance in pre -bid and pre -construction meetings, construction administration to include pay submittal review and progress analysis, shop drawing review, and responsibility for clarification of construction issues as needed. Department of Public Safety Facility Contracts May 16, 2006 Page 2 Financial Considerations: Citizen Input/ Board Review: Legal Review: The total cost for the architectural services is $1,668,000 for the design services related to this project. This includes pre -design services for $103,000, architectural and engineering (A/E) design services for $1,046,000, and project administration. Additional technology related services total $364,000 with a contingency fund of $155,000. Crime Control and Prevention District will provide funding for this project. A/E design services are based on 8% of the projected construction cost of $12,000,000 and are within industry standards for these services, The CCPD Board reviewed and recommended (7-0) to enter into this architectural services contract at their May 3, 2006 meeting. The CCPD Board recommended (7-0) to amend the CCPD budget by $553,000 in this year's budget to fund services provided during this fiscal year at their May 3, 2006 meeting. The remaining funding for this contract will be funded through the CCPD in subsequent budget years. The City Attorney has reviewed and approved the attached contract. Alternatives: Alternatives may include: (1) City Council approval as submitted (2) City Council approval with input as desired (3) City Council decision not to approve the proposed contract Supporting Documents: Standard Form of Agreement between Owner and Architect (AM - B151) Standard General Conditions Document (AIA - A201) Standard Duties, Responsibilities and Limitations of Authority of the Architect's Project (AIA - B352 ) Staff Recommendation: City Council consideration to enter into a professional services agreement with RPGA Design Group, Inc. for the design and construction administration of a new Department of Public Safety facility for an amount not to exceed $1,668,000 with additional reasonable reimbursable expenses. WG/wg o Abbreviated Standard Form of Agreement Between Owner and Architect AGREEMENT trade as of the Sixteenth day of May in the year Two Thousand and Six (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, address and other infonnation) City of Southlake Department of Public Safety 667 N. Carroll Avenue Southlake, Texas 76092 and the Architect: (Name, address and other infonnation) RPGA Design Group, Inc., General Corporation 101 S. Jennings Avenue Suite 100 Fort Worth, Texas 76104 Telephone Number: 817-332-9477 ext 208 Fax Number: 817-332-9487 For the following Project: (Include detailed description of Project) City of Southlake Department of Public Safety Headquarters Facility City of Southlake, Texas On or near the current East DPS Facility Site New Public Safety Headquarters Facility for the Department of Public Safety an or near the current East DPS Site. The major components of the facility will be to house police, fire administration, dispatch/communications, EOC, minimum detention and a fire station in Southlake, Texas. Together it is currently anticipated that these will comprise a project that is anticipated to be approximately 35,000 square feet and will not exceed 50,000 square feet with a preliminary cost projection of $15,000,000..00 including site work, FF&E, architectural fees, Construction Manager at Risk Fees and soft costs. PRE -DESIGN SERVICES: Needs Assessment adaptation/modification Site and Facility Programming - Topographic, Tree and Boundary Survey and Re -Plat Geotechnical Report Phase I environmental Phase H environmental (If Required) A & E DESIGN SERVICES: Civil Engineering Structural Engineering Landscape and Irrigation Architect ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion.. The author may also have revised the text of the original AIA standard form, An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences.. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document 8151T" —1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects, All rights reserved.. WARNING: This AIAe Document Is protecled by U.S, Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law_ This document was produced by AIA software at 16:43:57 on 05/10/2006 under Order No 1000222556_1 which expires on 211612007. and is nut for resale. User Notes: (1603726445) Architectural Public Safety Architectural Consultant Mechanical, Electrical and Plumbing Engineering Interior Design Schematic Design Design Development Construction Documents Bidding and Negotiations Construction Administration TECHNOLOGY RELATED SERVICES: Tel ecommunieations/Data Design AudioNideo Design Building Security/Card Readers/Camera Design 911/Dispatch/Communications AN Design The Owner and Architect agree as follows. AA Document B151 TM —1997. Copyright 01974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved., WARNING: This A:O Document Is protected by 1i.5, Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AiA1A Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 16.43:57 on 0511=006 under Order No..1000222556_1 which expires on 2116/2007, and is not for resale. User Notes: (1603726445) ARTICLE 1 ARCHITECT'S RESPONSIBILITIES § 1.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in Articles 2, 3 and 12, § 1.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project,. The Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds. This schedule shall include allowances for periods of time required f6r the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner.. § 1.3 The Architect shall designate a representative authorized to act on behalf of the Architect with respect to the Project. § 1.4 The services covered by this Agreement are subject to the time limitations contained in Section 11 5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES § 2.1 DEFINITION The Architect's Basic Services consist of those described in Sections 2..2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal structural, mechanical and electrical engineering services, At intervals agreeable to the Owner and Construction Manager or Owner's cost consultant, the Architect shall provide progress Drawings, Specifications and other documents for the Owner's and Construction Manager's or Owner's cost consultant's information and review. The Architect shall review the Owner's Project budget, preliminary estimates of Construction Cost or detailed estimates of Construction Cost prepared by the Construction Manager or Owner's cost consultant solely for guidance in the Architect's preparation of the Construction Documents. Accordingly, the Architect cannot and does not warrant the accuracy of the estimates of the Construction Manager or Owner's cost consultant, or warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of Constriction Cost or evaluation prepared by the Construction Manager or Owner's cost consultant.. No fixed limit of Construction Cost shall be established as a condition of this Agreement. In the event that the Construction Manager's or Owner's cost consultant's estimate or the lowest bona fide bid or negotiated proposal received by the Owner exceeds the Owner's budget for reasons other than those established in this Agreement, the modification of the Contract Documents, if required, shall entitle the Architect to a Change in Services under the terms of this Agreement, whether or not the construction phase is commenced. § 2.2 SCHEMATIC DESIGN PHASE § 2.2.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. § 2.2.2 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Section 5..2,1. § 2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project:. § 2.2.4 Based on the mutually agreed -upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components, AEA Document 8151 Tu--1997. Copyright CAS 1974, 1978, 1987 and 1997 by The American Institute of Architects.. All rights reserved. WARNING; This AIA" Document Is protected by U.G.. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:43:57 on 0511012606 under Order No 1000222556_1 whlch expires on 2/1612007. and Is not for resale, User Notes: (1603726445) § 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or similar conceptual estimating techniques. § 2.3 DESIGN DEVELOPMENT PHASE § 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate § 2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost, § 2.4 CONSTRUCTION DOCUMENTS PHASE § 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the Project. § 2.4,2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Conditions of the Contract, and the form of Agreement between the Owner and Contractor § 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions.. § 2.4.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project § 2.5 BIDDING OR NEGOTIATION PHASE § 2.51 The Architect, following the Owner's approval of the Construction Documents and of the Construction Manager's latest estimate of Construction Cost, shall assist the Construction Manager at Risk and the Owner in obtaining bids or negotiated proposals and assist in preparing contracts for construction.. § 2.6 CONSTRUCTION PHASE -ADMINISTRATION OF THE CONSTRUCTION CONTRACT § 2,6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for construction and terminates at the earlier of the issuance to the Owner of the final Project Certificate for Payment or 60 days after the date of Substantial Completion of the Work.. The Architect's responsibility under this agreement shall include a post construction inspection of the facility prior to the expiration of the warranty period and includes the preparation of a report to the Owner.. § 2.6.2 The Architect shall provide administration of the Contract for construction in cooperation with the Construction Manager at Risk as set forth below and in the edition of AIA Document A201- 1997, General Conditions of the Contract for Construction, current as of the date of this Agreement, as modified by the parties hereto. § 2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect.. § 2,6A The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction until final payment to the Construction Manager at Risk is due, and (2) as an Additional Service at the Owner's direction from time to time during the correction period described in the Contracts for Construction. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written instrument.. § 2.6,5 The Architect shall visit the construction site at least once a week as needed upon commencement of the construction phase of the Project at intervals appropriate to job site activities, regardless of whether construction is in progress, to become generally familiar with the progress and quality of the Work completed and to determine if the Work is being performed in a manner indicating that the Work when completed will be in substantial accordance AEA Document B15i m —1997. Copyright 01974, 1979, 1997 and 1997 by The American Institute of Architects" All rights reserved. WARNING: This Ale Document is protected by U.S.. Copyright Law and international Treaties, Unauthorized reproduction or distribution of this Ale Document, or 4 any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law This document was produced by AIA software at 16:43:57 on 05/10/2006 under Order No 1000222556_1 which expires on 2/16/2007, and Is not for resale. User Notes: (1603726445) with the Contract Documents.. The Architect shall provide the Owner a written report subsequent to each site visit. On the basis of on -site observations as an architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall exercise reasonable care and diligence in discovering and promptly reporting to the Owner any discovered or detected defects or deficiencies in the work of the Construction Manager at Risk or any of the Subcontractors. The Architect represents that he will follow professional standards prevailing in the Dallas/Fort Worth metroplex area in performing all services under this agreement.. The Architect shall promptly correct any defective designs or specifications furnished by the Architect at no cost to the Owner. § 2.6.6 The Architect shal I not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are the Construction Manager at Risk and Subcontractors' responsibility under the Contracts for Construction.. The Architect shall not be responsible for the Construction Manager at Risk's schedules or failure to carry out the Work in accordance with the Contract Documents except insofar as such failure is directly caused by the Architect's acts and omissions. The Architect shall not be responsible for the performance by the Construction Manager at Risk of the services required by the Construction Manager at Risk's agreement with the Owner The Architect shall not have control over or charge of acts or omissions of the Construction Manager at Risk, Subcontractors, or their agents or employees, or of any other persons performing services or portions of the Work. § 2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress. § 2,6,8 Communications by and with the Architect's consultants shall be through the Architect § 2,6,9 Based on the Architect's observations and evaluations of each Application for Payment, the Architect shall review and certify the amounts due the Construction Manager at Risk. § 2.6.9.1 The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's observations at the site as provided in Section 2,5.5, on the recommendations of the Construction Manager and on the data comprising the Construction Manager at Risk's Applications for Payment, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and the quality of the Work is in accordance with the Contract Documents.. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by the Architect.. The issuance of a Certificate for Payment shall further constitute a representation that the Construction Manager at Risk is entitled to payment in the amount certified. § 2.6.9.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or (d) ascertained how or for what purpose the Construction Manager at Risk has used money previously paid on account of the Contract Sum. § 2.6.10 The Architect shall have authority, after notification to the Construction Manager at Risk and the Owner, to reject Work which does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable for implementation of the intent of the Contract Documents, the Architect will have authority, upon written authorization from the Owner, to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed,. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Construction Manager at Risk, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the Work. § 2.6.11 The Architect shall review and approve or take other appropriate action upon Construction Manager at Risk'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 shall be taken with such reasonable promptness as to cause no delay in the Contractors' Work or in construction by the Owner's own forces, while allowing sufficient time in the Architect's professional judgment AIA Document i3151T" —1997. Copyright 01974, 1978, 1987 and 1997 by The American Inslitule of Architects.Ali rights reserved,. WARNING: This AIO Document Is protected by U.S., Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe Document, or r� any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by MA soltware at 1 t3;43:57 on 05/1012005 under Order No 1000222556 1 which expires on 2116/2007, and is not for resale. User Notes: (1603726445) to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Subcontractors, all of which remain the responsibility of the Construction Manager at Risk and Subcontractors to the extent required by the Contract Documents.. The Architect's review shall not constitute approval of'safcty precautions or, unless otherwise specifically stated by the Architect, of construction means, methods, techniques, sequences or procedures The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such,certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. § 2.6.12 The Architect shall review and sign or take other appropriate action on Change Orders and Construction Change Directives prepared by the Construction Manager at Risk for the Owner's approval and execution in accordance with the Contract Documents. § 2.U3 The Architect may authorize minor changes in Work not involving an adjustment in a Contract Sum or an extension of a Contract Time which are not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order issued through the Construction Manager at Risk as approved by the Owner.. § 2.6.14 The Architect, assisted by the Construction Manager at Risk, shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion which shall be approved by the Owner. The Architect shall forward to the Owner warranties and similar submittals required by the Contract Documents which have been received from the Construction Manager at Risk. The Architect shall issue a final Project Certificate for Payment upon compliance with the requirements of the Contract Documents. § 2.6,15 The Architect shall interpret and decide matters concerning performance of the Owner and Construction manager at Risk under the requirements of the Final Contract Documents on written request of either the Owner or Construction at Risk. The Architect's response to such requests shall be made with reasonable promptness and within any time limits agreed upon.. § 2,6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Final Contract Documents and shall be in writing or in the form of drawings.. When making such interpretations and initial decisions, the Architect shall endeavor to secure faithful performance by both Owner and Construction Manager at Risk, shall not show partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith. § 2.6.17 The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Final Contract Documents.. § 2.6.18 The Architect shall render written decisions via electronic mail, fax, or hardcopy within a reasonable time on all claims, disputes or other matters in question between the Owner and Construction Manager at Risk relating to the execution or progress of the Work as provided in the Final Contract Documents ARTICLE 3 ADDITIONAL SERVICES § 3.1 GENERAL § 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services.. The services described under Sections 3 2 and 3A shall only be provided if authorized or confirmed in writing by the Owner.. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Architect's control, the Architect shall notify the Owner prior to commencing such services. If the Owner deems that such services described under Section 3.3 are not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Architect shall have no obligation to provide those services.. § 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES § 3.2.1 If more extensive representation at the site than is described in Section 2,.6.5 is required, the Architect shall provide one or more Project Representatives to assist in carrying out such additional on -site responsibilities,. AIA Document 6151"u —1997. Copyright 01974. 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved.. WARNING:7hls AM" Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this Ate Document, or 6 any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the taw. This document was produced by AIA software at 16A3:57 on 05/40/2006 under Order No.1000222556_1 which expires an 2116/2007. and is not for resale. User Notes: (1603726445) § 12.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefore as agreed by the Owner and Architect.. The duties, responsibilities and limitations of authority of Project Representatives shall be as described in the edition of ATA Document B352 current as of the date of this Agreement, as modified by the parties thereto, unless otherwise agreed. § 3.2.3 Through the presence at die site of such Project Representatives, the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work, but the furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement.. § 3.3 CONTINGENT ADDITIONAL SERVICES § 3,3.1 When approved by Owner, making revisions in Drawings, Specifications, or other documents when such revisions, unless attributable to the fault of the architect, are: .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; .2 required by the enactment or revision of'codes, laws or regulations subsequent to the preparation of such documents; or .3 due to changes required as a result of the Owner's failure to render decisions in a timely manner. § 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, the Owner's schedule, or the method of bidding or negotiating and contracting for construction, except for services required under Section 5,2.5. § 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives which are not otherwise included in the Basic Services.. § 3.3.4 Providing services in connection with evaluating substitutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom § 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such Work. § 3.3.6 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. § 3.3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work. § 3.3.8 Providing services in connection with a public hearing, a dispute resolution proceeding or a legal proceeding except where the Architect is party thereto.. § 3.3.9 Preparing documents for alternate, separate or sequential bids or providing services in connection with bidding, negotiation or construction prior to the completion of the Construction Documents Phase. § 3.4 OPTIONAL ADDITIONAL SERVICES § 3,4,1 Providing analyses of the Owner's needs and programming the requirements of the Project. § 3.4.2 Providing financial feasibility or other special studies. § 3.4.3 Providing planning surveys, site evaluations or comparative studies of prospective sites. § 3.4.4 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. AIA Document B151 "'—1997.. Copyright ®1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AtO Document Is protected by U 9 Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent passible under the law.. This document was produced by AM software at 16:43:57 on 05/1012006 under Order No.1000222S56_1 which expires an 211612007, and is not for resale. User NOIes: (1603726445) § 3.4.5 Providing services relative to future facilities, systems and equipment. § 3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof § 3.4.7 Providing services to verify the accuracy of drawings or other information furnished by the Owner. § 3.4.8 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner.. § 3.4.9 Providing services in connection with the work of separate consultants retained by the Owner.. § 3.4,10 Providing detailed estimates of Construction Cost, § 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor, § 3.4.12 Providing analyses of owning and operating costs. § .3.4 13 Providing ,,din inb,i ;n,efi esi oe-selee"R; pFee re e . fiami . r :ffgw . yid related mew § 3.4.14 Providing services for planning tenant or rental spaces § 3.4.15 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities., § 3.4.16 Preparing a set of reproducible record drawings showing significant changes in the Work made during construction based on marked -up prints, drawings and other data furnished by the Contractor to the Architect. § 3.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. § 3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Certificate for Payment, more than 60 days after the date of Substantial Completion of the Work. § 3A.19 Providing services of consultants for other than architectural, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. § 3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice.. ARTICLE 4 OWNER'S RESPONSIBILITIES § 4.1 The Owner shall provide information regarding requirements for the Project, including a program which shall set fbrth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems, and site requirements.. § 4,2 The Owner shall establish and update an overall budget for the Project based on consultation with the Construction Manager and the Architect, which shall include the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. §4.3O § 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. AIA Document 6151T'r--1997. Copyright @ 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved WARNING. This Al a Document Is protected by U.S.. Copyright Law and International Treaties.. Unauthorized reproduction or disiributlon of this Al a Document, or any portion of It, may result In severe chit and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:43:57 an 05/10/2006 under Order No 1000222556_1 which expires on 2/16/2007. and Is not for resale. User Notes: (1603726445) § 4.5 The Owner shall retain a Construction Manager to administer the Project. The Construction Manager's services, duties and responsibilities will be as described in the edition of ATA Document Al2I/CMc, Standard Form of Agreement Between Owner and Construction Manager, current as of the date of this Agreement as modified by the parties thereto.. The Terms and Conditions of the Agreement between Owner and Construction Manager shall be furnished to the Architect and shall not be modified without written consent of the Architect, which consent shall not be unreasonably withheld. The Architect shall not be responsible for actions taken by the Construction Manager.. § 4.6 The Owner shall retain the Architect to provide, to the extent specified hereto in agreement between the Architect and the Owner, as modified by the parties thereto, surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site.. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights -of -way, restrictions, casements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark.. § 4.7 The Owner shall retain the Architect to provide, to the extent specified hereto in agreement between the Architect and the Owner, as modified by the parties thereto, the services of geotechnical engineers when such services are requested by the Architect. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests. § C8 The Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. § 4.9 The Owner shall furnish all ]coal, accounting, and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Application for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner.. § 4.10 The services, information, surveys and reports required by Sections 4.6 through 4.9 are being furnished at the Owner's expense to the extent specified hereto in agreement between the Architect and the Owner, as modified by the parties thereto. § 4.11 Prompt written notice shall be given by the Owner to the Architect and Construction Manager if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents § 4.12 The proposed language of certificates or certifications requested of the Architect or Architect's consultants shall be submitted to the Architect for review and approval at least 14 days prior to execution.. The Architect and Architect's Consultants shall not make certifications that would require knowledge or services beyond the scope of this Agreement. § 4.13 The Owner shall furnish the required information and services and shall render approvals and decisions via electronic trail, fax, or hardcopy in a reasonably expeditious manner as necessary for the orderly progress of the Architect's services and Work of the Contractors.. § 4.14 The Owner shall furnish the Architect copies of written communications with the Construction Manager and Contractors via electronic mail, fax, or hardcopy. ARTICLE 5 CONSTRUCTION COST § 5.1 DEFINITION § 5.1.1 The Construction Cost shall be the total cost or, to the extent the Project is not completed, the estimated cost to the Owner of all elements of the Project designed or specified by the Architect.. AIA Document B151TM — 1997., Copyright © 1974. 1978, 1987 and 1997 by The American Institute of Architects.. All rights reserved. WARNING: This AIA° Document is protected by U S. Copyright Low and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent posstbte under the law.. This document was produced by AIA software at 1 &;43:57 on 05/1012nif6 under Order No,1000222556_t which expires on 211612007, and is not for resale. User Notes: (1603726445) § 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor, plus a reasonable allowance for their overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work. § 5.1.3 Construction Cost does not include the compensation of the Architect and the Architect's consultants, the costs of the land, rights -of -way and financing or other costs that are the responsibility of the Owner as provided in Article 4. § 5.2 RESPONSIBILITY FOR CONSTRUCTION COST § 5.2.1 Evaluations of the Owner's Project budget, the preliminary estimate of Construction Cost and detailed estimates of Construction Cost, if any, prepared by the Architect, represent the Architect's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions.. Accordingly, the Architect cannot and does not warrant or represent that bids ar negotiated prices will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect. § 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed Iimit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. § 5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry.. § 5.2.4 if a fixed limit of Construction Cost (adjusted as provided in Section 5.2.3) is exceeded by the lowest bona fidc bid or negotiated proposal, the Owner shall: .1 give written approval of an increase in such fixed limit; .2 authorize rebidding or renegotiating of the Project within a reasonable time; 3 terminate in accordance with Section 8,5; or .4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost. § 5,15 If the Owner chooses to proceed under Section 5.2.44, the Architect, without additional compensation, shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the fixed limit, if established as a condition of this Agreement. The modification of such documents without cost to the Owner shall be the limit of the Architect's responsibility under this Section 5.2.5. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. ARTICLE 6 USE OF ARCHITECT'S INSTRUMENTS OF SERVICE § 6,1 The Drawings, Specifications and other documents prepared by the Architect for this Project are instruments of the Architect's service for use with respect to this Project and, unless otherwise provided, the Architect shall be deemed the author of these documents. The Architect and Owner shall co -retain all common law, statutory and other reserved rights, including the copyright. The Architect and Owner shall be permitted to retain hard copies, including reproducible copies and electronic digital files, of the Architect's Drawings, Specifications and other documents for information and reference in connection with the Owner's use and occupancy of the Project. The Architect's Drawings, Specifications or other documents shall not be used by the Architect, Owner or others on other projects, for additions to this Project or for completion of this Project by others, unless the Architect is adjudged to be in default under this Agrecmcnt, except by agreement in writing between the Owner and Architect. AIA Document B151 m-1997.. Copyright Q 1974, 1976, 1987 and 1997 by The American Institute of Architects, All rights reserved.. WARNING: This Al a document Is protected by U S. Copyright Law and International Treaties.. Unautharized reproduction or distribution of this Al a Document, or 10 any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:43:57 on 0511012005 under Order No 1000222556_1 which expires an 2116/2007. and is not for resale. User Notes: (1603726445) § 6.2 Upon execution of this Agreement, the- Architect grants to the Owner a nonexclusive license to reproduce the Architect's instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that the Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement, The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement.. Any termination of this Agreement prior to completion of the Project shall terminate this license. Upon such termination, the Owner shall refrain from making further reproductions of instruments of Service and shall return to the Architect within seven days of termination all originals and reproductions in the Owner's possession or control. If and upon the date the Architect is adjudged in default of this Agreement, the foregoing license shall be deemed terminated and replaced by a second, nonexclusive license permitting the Owner to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the Instruments of Service solely for purposes of completing, using and maintaining the Project.. § 6.3 Except for the licenses granted in Section 6.2, no other license or right shall be deemed granted or implied under this Agreement.. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub -subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work by license granted in Section 6.2.. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants, The Owner shall not use the Instruments of Service for future additions or alterations to this Project or for other projects, unless the Owner obtains the prior written agreement of the Architect and the- Architect's consultants. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants § 6.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations or licenses not otherwise provided in this Agreement. ARTICLE 7 DISPUTE RESOLUTION § 7.1 MEDIATION § 7,1.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall may be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either parry if agreed to by both parties. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by arbitration, § 7.1.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect Request for mediation shall be filed in writing with the other party to this Agreement and with the American Arbitration Association.. The request may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation far a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. § 7.1.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon.. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. FQ ARBITRATION ,§ 7.21 A.. elaim, dis „up- A- ..tYt fer- matter-..,,i,pi,ne4ien afisiir= v C nt shall be ubjeet to �? b Seetion-7-4-. AIA Document H151 T° —1997. Copyright 01974, 1978, 1987 and 1997 by The American Institute of Architects. At[ rights reserved. WARNING: This AIAO Document Is protected by U S. Copyright Law and International Trestles. Unauthorized reproduction or distribution of this AIA'D Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the low. This document was produced by AIA software at 16:43:57 on 05110/2006 under Order No 1000222556_1 which expires on 2/1612007, and is not for resale, User Notes: (1603726445) § 7.2.2-1ai-res-,iJispu*r,�€heF ffiatteFS ifi q e den4)etweert-€bepaf�jes Wit- are e• ��r,.�� ; vee��ediaii fi s be deeided by tratier} vrltie#�; t mess pu�ri ��„�ti, . � �t er v �e gal �rtlar+ v: the EBnstiue i$ii4ait}$tfy ArbitTta6an-Rule5-ef-£ ie-Afi#evic-an rr-iii€r�tien-�r55e c-L—�rn�^ �aii[l-�eF afbiva6o hall Ise frledin to thi — eat imd with the A pry, A Fo,•n Asseeiaf3an eafter e-ehgm-,4ispete-es-ether-eaatter in "etnai d4bf-arbitration l}e-me-af'L�e-date-when4nii iWtiG"^F t.,..., at GF equitab e-preeeedings based an--Sueh claim, dispute eer�attep-tn�, fieff-wo�e-barmy the-applieaWe 5Er'liid-€e-e�-1 i i33iiafiiH tk5- § 72A No afbitFatienie etit-e€ Agree �freeer jeindeF a. i t any atl Fetat er; an aaal-pef-Setrer- entity reel -a p.,� ng eeart.,nDept bywFitEen-consent eon speeificerercfence to this Ab;n;=:e*rczcF,a-ailr=edb}`e-Owner-,-Amh;t•,rccct-and-afvf-otheF-pefsen-ar-fn6t y-se,,••ea-n-4c join 4atien involving an additienal-persenenii�'S13all^fief-E6�••'''r�xrc�scc"•, Go n-ef afty elaiffirdispuieMer ether-F«taqel-4fl-ques"n net ieseribed in et named-of•desEFibed4eFein. be-€epegeilag-aa Bement-to-rar-bitf te-^affd-ether-�enL-, te-ubkmte-with-&n additienaleFsen-er-entity e . e,,�n�ecifie Imo=,, ll enfeFeeahle-in b , ertlanee with applieaWe,4aw-ift-any eoef " ^ ': ;thereof; �b § 7.2.5-T-he award-t eFideFed e-arbitrater-eal; djudg eft -it to aeeerdaftee-wi�pplieabl�:a:;-ir.-a��ut"t-haviftg juri5dietiett--t#terea� § T3 CLAIMS FOR CONSEQUENTIAL DAMAGES The Architect and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement, This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 8.. ARTICLE 8 TERMINATION OR SUSPENSION § 8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause far suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted § 8.2 If the Project is suspended by the Owner for more than 30 consecutive days through no fault of the Architect, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated far expenses incurred in the interruption and resumption of the Architect's services.. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days, the Architect may terminate this Agreement by giving not less than seven days' written notice. § 8A This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 8.5 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 8.7 AIA Document B151 "" —1997. Copyright O 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document Is protected by U.S.. Copyright Low and international Treaties, Unauthorized reproduction at distribution of this Ale Document, or 12 any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:43:57 on 05110/2006 under Order No 1000222556_1 which expires on 2116/2007, and is not for resale, User Notes: (1603726445) § 8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly attributable to termination for which the Architect is not otherwise �c�ompensated. �sx�€or t13e the value f :�l t-� ' d by '3' vm-zi!'-5B?�'ic{'�ii6 B � l�f'E ARTICLE 9 MISCELLANEOUS PROVISIONS § 9.1 This Agreement shall be governed by the law of the principal place of business of the Architect, unless otherwise provided in Article 12. § 9.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement , as modified by the parties thereto. § 9.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed, § 9,4 To the extent damages are covered by property insurance during construction, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 9.5 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement- Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the Project In such event, the lender shall assume the Owner's rights and obligations under this Agreement The Architect shall execute all consents reasonably required to facilitate such assignment. § 9.6 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral.. This Agreement may be amended only by written instrument signed by both Owner and Architect. § 9.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. § 9.8 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any farm at the Project site. § 9.9 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations.. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. § 9.10 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution.. The Architect shall AIA Document 8151 TM—1997.. copyright d 1974, 1978, 19B7 and 1997 by The American Institute of Architects.. All rights reserved. WARNING: This AIA® Document is protected by U S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this AIAe Document, or 13 any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law,. This document was produced by MA software at 16:43:57 on 05110/2006 under Order No 1000222556_1 which expires on 211612007, and Is not for resale. User Notes: (1603726445) not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agrecment. ARTICLE 10 PAYMENTS TO THE ARCHITECT § 10.1 DIRECT PERSONNEL EXPENSE Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions.. § 101 REIMBURSABLE EXPENSES § 10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include reasonable and necessary expenses actually incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: ,1 transportation in Connection with the Project, authorized out-of-town travel and subsistence, and electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Project; 3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; .4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner; .5 renderings, models and mock-ups requested by the Owner; .6 expense of professional liability insurance dedicated exclusively to this Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants; .7 reimbursable expenses as designated in Article 12; .8 other similar direct Project -related expenditures § 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES § 10.3.1 An initial payment as set forth in Section l I 1 is the minimum payment under this Agreement. § 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 11 2.2 § 10.3.3If and to the extent that the time initially established in Section l 1.5 1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any services rendered during the additional period of Lime shall be computed in the manner set forth in Section 11.3.2 § 10.3.4 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 11.2,2, based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project.. § 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES Payments on account of the Architect's Additional Services , if any, and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. § 10.5 PAYMENTS WITHHELD No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect is otherwise responsible, § 10.6 ARCHITECT'S ACCOUNTING RECORDS Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times.. AIA Document B1s1'u—1997., Copyright 01974, 1978, 1987 and 1997 by The American Institute of Architects,. All rights reserved. WARNING: This AIA" Document Is protected by U..l3. Copyright Law and International Tmatles. Unauthorized reproduction or distribution of this AtAe Document, or 14 any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:43:57 on 05/1012006 under Order No 1000222556_1 which expires on Pli 612007, and is not for resale. User Notes: (1603726445) ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: § 11,1 An Initial Payment of Zero Dollars And Zero Cents (S 0..00 )shall be made upon execution of this Agreement and credited to the Owner's account at final payment.. § 11.2 BASIC COMPENSATION § 11.2.1 For Basic Services, as described in Article 2, and any other services included in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows: (Insert basis of compensation, including ,stipulated sums, inithiples or percentages, and identify phases to which particular methods of compensation apply, if necessary ) PRE -DESIGN SERVICES: Stipulated Sum of $48,000..00 Stipulated Sum of $12,500.00 Stipulated Sum of$12,500..00 Stipulated Sum of $5,000..00 Stipulated Sum of'$25,000.00 TOTAL PRE -DESIGN SERVICES: $103,000A0 A & E DESIGN SERVICES: 8% of the Construction Cost or Nine hundred sixty thousand dollars ($960,000.00) based on the currently anticipated construction budget of $12,000,000.00.. (Fee includes an amount not to exceed $15,000.00 in anticipated travel expenses for MWL. based on anticipated number of trips The Architect will only invoice the City for the actual documented travel expenses incurred, however, if it is determined during the pmject course that the anticipated travel expenses arc going to exceed the allotted amount the Owner will be notified so the necessary adjustment may be made ) Stipulated sum of Eighty six thousand Dollars $86,000..00 TOTAL A & E DESIGN SERVICES: $1,046,000.00 l TECHNOLOGY RELATED DESIGN SERVICES: Stipulated sum of $24,000.00 Modify Needs Assessment/Validation and Programming (Fee includes an amount not to exceed $8,000.00 in anticipated travel expenses based on anticipated number of trips, The Architect will only invoice the City for the actual documented travel expenses incurred, however, if it is determined, during the project course, that the anticipated travel expenses are going to exceed the allotted amount, the Owner will be notified so the necessary adjustment may be made..) Boundary, Tree and Topographic Survey Geotechnical Soils Report Phase 1 Environmental Phase II environmental (If Required) Schematic Design Design Development Construction Documents Bidding and Negotiations Construction Administration Interior Design Services General A/V Design Consulting Fees AIA Document B151 Tu —1997. Copyright m 1974, 1978, 1987 and 1997 by The American institute of Architects.. All rights reserved, WARNING: This Al a Document is protected by U,S.. Copyright Law and International Treaties. unauthorized reproduction or distribution of this Al a Document, or 15 any portion of It, may result in severe civil and criminal penailles, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:43:57 on 05/10/2006 under Order No 1000222556_i which expires an 211612007, and is not for resale. User Notes: (1603726445) Stipulated sum of $60,000.00 Stipulated Sum of $80,000..00 Stipulated Sum of $200,000.00 TOTALTECHNOLOGY RELATED SERVICES. $364,000�00 CONTINGENCY EXPENSES Stipulated sum of $155,000.00 TOTAL CONTINGENCY EXPENSES $155,000.00 Datarreleeommunications Design Consulting Fees Security Card Reader/Camera Design Consulting 911 Telecommunications/Radio Dispatch Design Contingency Expenses as necessary § 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional phases as appropriate.} Pre -Design Services Monthly proportional to work completed A&E Design Services Schematic Design Phase: fifteen fteen percent ( 18 6/a) Design Development Phase: twenty-five percent ( 22 %) Construction Documents Phase: Thirty five percent ( 36 °lo) Bidding or Negotiation Phase: five percent ( 4 %) Construction Phase: twenty percent ( 20 %) Total Basic Compensation one hundred percent( 100 %) Technology Design Services Monthly proportional to work completed Contingency Expenses Monthly as expensed § 11.3 COMPENSATION FOR ADDITIONAL SERVICES § 11.3.1 For Project Representation Beyond Basic Services, as described in Section 3.2, compensation shall be computed as follows: (a) Principals' (Project Manager) time at the fixed rate of One Hundred Fifty Dollars ($150,00) per hour. (b) Supervisory (Project Architect/Senior Engineer) time at the fixed rate of One Hundred Thirty Dollars ($130..00) per hour. (c) Technical Level I (Quality Control) time at the fixed rate of Ninety Five Dollars ($95.00) per hour. (d) Technical Level ll (CADD Production) time at the fixed rate of eighty five Dollars ($85.00) per hour. AIA Document B151T"—1997., Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects.. All rights reserved. WAKNINU: i nus A10 Document Is protected by US, Copyright Law and Internatlonat Treaties.. Unauthorized reproduction or distribution of this AIA° Document, or 16 any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent passible under the taw. This document was produced by AIA software at 16:43:57 on 05/10/2006 under Order No 1000222556_1 which expires on 211612007, and is not for resale. User Notes: (1603726445) (e) Technical Level III and clerical and administrative time at the fixed rate of forty Dollars ($40.00) per hour.. § 11.3.2 For Additional Services of the Architect, as described in Articles .3 and 12, other than (1) Additional Project Representation, as described in Section 3.2, and (2) services included in Article 12 as part of Basic Services, but excluding services of consultants, compensation shall be computed as follows: (Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify employees, if required.. Identify specific services to which particular methods of compensation apply, if necessary..) (a) Principals' (Project Manager) time at the fixed rate of One Hundred Fifty Dollars ($150..00) per hour. (b) Supervisory (Project Architect/Senior Engineer) time at the fixed rate of One Hundred Thirty Dollars ($130.00) per hour.. (c) Technical Level I (Quality Control) time at the fixed rate of Ninety Five Dollars ($95„00) per hour.. (d) Technical Level ll (CARD Production) time at the fixed rate of eighty five Dollars ($85..00) per hour.. (e) Technical Level III and clerical and administrative time at the fixed rate of forty Dollars ($40.00) per hour.. § 11.3.3 For Additional Services of Consultants, including additional structural, mechanical and electrical engineering services and those provided under Section 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of one ( 1.0 ) times the amounts billed to the Architect for such services (Identify,specific types of consultants in Article 12, if required.) § 11.4 REIMBURSABLE EXPENSES For Reimbursable Expenses, as described in Section 10.2, and any other items included in Article 12 as Reimbursable Expenses, a multiple of one ( ID ) times the expenses incurred by the Architect, the Architect's employees and consultants directly related to the Project. § 11.5 ADDITIONAL PROVISIONS § 11.5.1 If the Basic Services covered by this Agreement have not been completed within Thirty Six ( 36 ) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Sections 10..3.3 and 11.32. § 11.5.2 Payments are due and payable thirty ( 30 ) days from the date of the Architect's invoice. Amounts unpaid ( 45 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of interest agreed upon.) 18% per annum (Usury laws and requirements under the Federal Truth in bending Act, similar .state and local consumer credit laws and other regulations at the Owner's and Architect's principal places of business, the location of the Project and AIA Document S151'ra--1997.. Copyright© 1974, 1978, 1987 and 1997 by The American Institute of Architects, All rights reserved. WARNING: This AJO Document Is protected by U.S.. Copyright Law and International Treaties, unauthorized reproduction or distribution of this Al a Document, or 17 any portion of it, may result In severe civil and criminal penalties, and wilt be prosecuted to the maximum extent passible under the law.. This document was produced by AIA software at 16.43:57 on 05/1012006 under Order No 1000222556_l which expires on 2116/2007, and Is not for resale. User Notes: (1603726455) elsewhere may affect the validity of this provisian. Specific legal advice should be obtainers with respect to deletions or modification s, and also regarding requirements such as written disclosures or waivers. ) § 11Z,3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect; provided, however, that those rates and multiples may not be adjusted upward in an amount that exceeds the norm for the industry or the U S. Consumer Price Index (for all goods and services) for the Dallas -FL. Worth Metroplex.. ARTICLE 12 OTHER CONDITIONS OR SERVICES (.Insert descriptions ol'other services, identify Additional Services included within Basic Compensation and modifications to the payment and compensation tenns included in this Agreement ) The Architect will also be responsible for Interior Design Services as part of the Basic Services,.. Venue for any dispute relating to this Agreement shall lie in Tarrant County, Texas, This Agreement entered into as of the day and year first written above.. OWNER ARCHITECT (Signature) Mr. Andy Wambsganss, Mayor City of Souihlake (Printed name and title) (Signature) Robert P. Garza, Principal RPGA Design Group, Inc. (Printed name and title) ............................... AIA Document 8151 ry —1997. Copyright 01974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or 18 any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA sollwam at 16:43:57 an 05110/2006 under Order No.1000222556_1 which expires on 211612007. and is not for resale. User Notes, (1603726445) Additions and Deletions Report for AIA0 Document B 151"u—199 7 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined Deleted text is indicated with a horizontal line through the original AIA text Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 16:43:57 on 05110/2006 PAGES AGREEMENT made as of the Sixteenth day of May in the year Two Thousand and Six CiN of Sou Make Department of Public Safety 667 N. Carroll Avenue Southlake Texas 76092 RPGA Design Group, Inc.. General Corporation 101 S. Jennings.. Avenue Suite 100 Fort Worth, Texas 76104 Telephone Number: 917-332-9477 ext 208 Fax Number. 817-332-9487 Ci of Southlake De artment of Public Safety Headquarters Facility City of Southlake= Texas On or near the current East DPS Facility Site New Public Safety Head uarters Facility for the De artment of Public Safe!on or near the current East DPS Site. The major com onenu; of the facilfty will be to house police, fire administration dispatch/communications, EOC minimum detention and a fire station in Southlake Texas. Together it is currently anticipated that these will comprise a project that is anticipated to be approximately 35,000 square feet and will not exceed 50,000 square feet with a preliminga cost proiection of $15 00D 000.00 including site work FF&E architectural fees Construction Manager at Risk Fees and soft costs. PRE -DESIGN SERVICES: Needs Assessment adaptation/modification Site and Facility Proerammin Additions and Deletions Report for AIA Document 11161 "'-1997.. Copyright 0 1974, 1978. 1987 and 1997 by The American institute of Architects. All rights reserved. WARNING: This Ale Document Is protected by U.S, Copyright Law and International Treaties. unauthorized reproduction or distribution of this AIA° document, or any portion of It, may result In severe civil and criminal penalties, and wilt be prosecuted to the maximum extent possible under the law.. This document was produced by AIA software at 15A3:57 an 0511012ODG under Order No 10G022-255e_l which expires on 2JiWOD7, and is not for resale User Notes: (16€13726445) Too a hic Tree and Boundary Survey and Re-PIat Geotechnical Report Phase I environmental Phase IT environmental (If Required A & E DESIGN SERVICES: Civil En *incerina Structural Engineering I.andsca a and Irri ation Architect PAGE 2 Architectural Public Safety Architectural Consultant Mechanical Electrical and Plumbing Engincerin Interior Design Schematic Dcsign Design Development Construction Documents Bidding and Negotiations Construction Administration TECHNOLOGY RELATED SERVICES: Tel ecommunicationslData Design AudioNideo Design Building Security/Card Readers/Camera Design 9I I/Dispalch/Communications AN Design PAGE 3 At intervals agreeable to the Owner and Construction Manager or Owner's cost consultant the Architect shall provide rogress Drawings, Specifications and other documents for the Owner's and Construction Manager's or Owner's cost consultant's information and review. The Architect shall review the Owner's Project budgrt, preliminaryestimates of Construction Cast or detailed estimates of Construction Cost prepared by the Construction Manager or Owner's cost consultant solely for guidance in the Architect's preRaTation of the Construction Documents. Accordin 1 the Architect cannot and does not warrant the accuracy of the estimates of the Construction Manager or Owner's cost congultqM or warrant or represent that bids or negotiated Additions and Deletions Report far AIA Document B151 m--1997. Copyright Q 1974, 1978, 1997 and 1997 by The American Institute of Architects. All rights reserved.. WARNING: This AIO Document Is protected by U.B. Copyright Law and International Treaties, Unauthorized reproduction or 2 distribution of this A10 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:43:57 on 05/1012006 under Order No,1000222556_t which expires an 211612007, and is not for resale User Notes: (1603726445) vices will not va from the Owner's Project bud et or from any estimate of'Construction Cost or evaluation prepared by the Construction Manager or Owner's cast consultant. No fixed limit of Construction Cost shall be established as a condition of this A cement. Jn the event that the Construction Manager's or Owner's cost consultant's estimate or the lowest bona fide bid or negotiated ploposal received by the Owner exceeds the Owner's budget for reasons other than those established in this A Bement the modification of the Contract Documents ifTe uired sball entitle the Architect to a Change in Services under the terms of this Aurcctncnt whether or not the construction phase is commenced. PAGE 4 The ,�A rehiteet ..1�1'3....iR ��ppF all � Fis uetion4-) 3E-ti'iiie"t:rr d of t?4ate� t-ppeliE'ninafyestimate tu-CCi k'st ii&5� 51� 1 assist a Ow l ii} Qi a...... iaW4-prapesals and assist .•thee a -Rd � £H�-E3i;si�i:ICiiBtiT 2.1 . The Architec following the Owner's approval of the Construction Documents and of the Construction Manager's latest estimate of Construction Cost shall assist the Construction Manager at Risk and the Owner in obtaining bids or negotiated proposals and assist in preparing contracts for construction. § 2.6 G9NSTRUCMQN PH". ernS—ADMlN19TRAT1Q"F THE G N9TRLL="0NTRAGTCONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT § 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the initial -Contract for Gang aetiewconstruction and terminates at the earlier of the issuance to the Owner of the final Project Certificate f6r Payment or 60 days after the date of Substantial Completion of the Work, The Architect's responsibility under this agreement shall include a post construction inspection of the facili rior to the expiration of the warran eriod and includes the preparation of a report to the Owner. § 2.6.2 The Architect shall provide administration of the Contract for construction in cooperation with the Construction Manager at Risk asset forth below and in the edition of AIA Document A-1-94—, A201- I997, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless athepN-6 presided ift this -Agreement Medi€c-atie s-made to the 6enerul Center shall be enfereeable unde . Ar, e ement tha ey-ffe n zitw with this-4gi;eemefft-ef epproved in YeFiting.modified by the Amhiteet: artie�s hereto. § 2.6.3 Duties, responsibilities and limitations of authority of the Architect tmd.,r this Seetion '' `shall not be restricted, modified or extended without written agreement of the Owner and Architect with eerusent-ef4he eansent will ;e, -be unreas®nffblywithlteld-Archi€ect. § 2,6.4 The Architect shall be a representative of and shall advise and consult with the Owner LU during construction until final payment to the administf�Construcdon Manager at Risk is due and(2),as an Additional Service at the Owner's direction from time to time during the correction period described in the C• entFaet Contracts for Construction, The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written amendmer�instrumen L § 2.6,5 The AHhiteet; Architect sball visit the construction site at least once a week as e FeFesentatiweneeded upon commencement of the Owner-,- hall v 5 construction hasc of the site -Project at intervals appropriate to theme job site activities, regardless of the Can ter's eperatien&,--e�her-wise agFeed by the Ownef-and4he Are iteet whether construction is in "~7xz vEle 1 "�, �l'T rp mess^ to become generally familiar with aFtd4e-lreep4he Ow er- iefaFmed the progress and quality e€-the jer4ie"f the Work eeFnpjeteA-_+1Y4e-eRcleaVor- to guarde Ow of fig • �^ompleted_ and de ieieneies in the ` eflE and-(3)-to determine in-genefal-if the Work is being performed in a manner indicating that the Alt• -Work when fiilly eempWed,-completed will be in substantial accordance with the Contract Documents., Tie Tlae Architect shall net -be required - written report subsequent to make e0austive or een6nueu&,cach site visit. On the basis of on -site inspeetiet�5e e-heek--observations as an architect the Architect shall keep the Owner informed of the proMss..and quality ep ............... . Additions and Deletions Report for AIA Document B151 T'r —1997, Copyright ®1974, 1978, 1967 and 1997 by The American Institute of Architects.. All rights reserved. WARNING. This AIA® Document Is protected by U.S.. Copyright Law and International Treaties.. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 16:43:57 on 05/10=06 under Order No..1000222556_1 which expires on 211612007, and is not for resale. User Notes: (1603726445) qua y-of the WeFIE. T- e Areh4ec+Work, and shall nei4her have een4ekwer-er charge of-,=er-be Fespefis;',� r; exercise reasonable care and dill ence in discovering and promptly re ortin to the eenstruetien frieans, edtet, teehnRlues-,sequeRees-0wner any discove€ed or preeedu -esruetected defects or €er fe��HoH nd�� deficiencies in eenneetion with the work of the Construction Manager at Risk or an of the Wef 1E, sineeese solely Subcontractors. 7lae Aecftitect re resents that he will follow rofessional standards Rrevailing in the C rit iet9='^ htsad4espensibilities-Dallas/Fort Worth metro lex area in Verforming..all services under this agrcement. Tltc Architect shall ram tl correct an defective designs ors ecifications furrlishcd b the Centr�t Dee -cram[-: Architect at no cost to the Owner. PAGE 5 § 2.6,6 The Architect shall not have control over or charge of and shall Fepei-te-not be resnonsiblefor construction means methods techniques, sequences or procedures, or for safety precautions and progjams in connection with the 9wter-knewn de ions-hima-Work since these are the Ceaitraenoeu ents-Construction Manager at Risk and €Fam Subcontractors' responsibilityunder the most c�etien-iehedWe-s�abFnitted by t e GanWaeter. Newever e-Contracts for Construction. The Architect shall not be responsible for the Centr-aetar's-Construction Manager at Risk's schedules or failure to perfoFm-carryout the Work in accordance with the require n ents-ef Contract Documents except insofar as such failure is directl caused by the Contract braeuments. Architect's acts and omissions. The Architect shall not be responsible for the performance by the Construction Mana er at Risk of the services required by the Construction Manager at Risk's a Bement with the A -ehitea'; neggligent-a;vts-er 9mi6swns; btlt-Owner. The Architect shall not have control over or charge of grad ill not b+ sponsible for- acts or omissions of the CentraeWr-,-Construction Manat<er_at Risk, Subcontractors, or their agents or employees, or of any other persons performing services or efidties perfa n—g portions of the Work. § 2.6.6 apt as otherwise gr$ � �,f at er vh�n di zet EBM, eations have beaff-spe6afly a t9Ei ed Flin n... s tin �ef3i F t9 B In unieate- Hidt4hec-entfaeie E P/..gh the n _,.Mice. -a eu F- 5 aAsirig 9 a e Cen*T�� ea�s-,Communications by and with the Architect's consultants shall be through the Architect. § 2 6 9 r-ER•rrMC A TES Pnn a A) rr NTBascd on the Architect's observations and evaluations of each Application for Pa men[ the Architect shall review and certify the amounts due the Construction Manager at Risk. § 2.6.9.1 The Afehit, t Architcet's certification for payment shall ray'-. i o constitute a representation to the Owner based on the Architect's observations at the site _asprovided in Section 2.6.5 on the recommendations of the Construction Manager and on the data comprising the Construction Manager at Risk's Applicationsfor Payment, that, to the best of the Architect's knowledge. information and belief, the Work has proUessad to the point Indicated and eerti€y the uali of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the amounts +Erie -Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the Centr�r-Contract Documents correctable prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate far Pa ment shall issue eer+if:. ate further constitute a representation that the Construction Mana er at Risk is entitled to payment in sneh-arllauws.the amount certified. § 2.6.9.2 The ."rehiteet's earti Lien -issuance of a Certificate for payment -Pa mcnt shall eenstitttte-not be a representation to-tlie Awrter based-atl4e A. -' :•--,.' rtlaa+ien-of the ME as provided in Seetie;.2.6.5and art datafolliprisiiip Far-aete"plir-q46An €er42aymefit-, that the Wee - Architect has pregfessed 1 made exhaustive or continuous on -site inspections to check the point -in ' uality or quantity of the best Work 2 reviewed construction means methods techniques, sequences or procedures, (3)reviewed copies of the ArEh:teet's laga...ledg. . infix tien requisitions received from Subcontractors and material suppliers and belief: other data requested by the quaky-eMwncr to substantiate the WerlE i&4n-aeeerdaRee-widt4ke-C ntriet Daeu entfi: he €eregein represetrtei:ieiis are•subjeet- I Cantractor's right to a valuation -oche We&payment or (A) ascertained how or for ut ra aFm,-mP.F-. ;1A4hwhat purftose the Centmet D eitxients-pe^ Substantial ' ^^ ~ ien� `i to resulul,Construction Manager at Risk has used money previously.paid on account of sabsegeefit tests a iilspeetiens 'm ea49FH the Contract Poeuents prier to eampletien,and (4) to speeWW-qualm Additions and Deletions Report for AIA Document 8151Tu —1997. Copyright O 1974, 1978, 1987 and 1997 by The American Institule of Architects, All rights reserved. WARNING: This Ale Document Is protected by U.S.. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.. This document was produced by AIA software at 16:43:57 on 05/10/2006 under Order No.101)022255s_l which expires an 2/16/2007, and Is not for resale User Notes: (1603726445) �.9.3 The-issuanece-of a Gerti£ t4 61 Fnshall A f6hiteet has 04made eiE 4ve-Dr{=ent-Hwous-o n°•.sit -,' nspee4aas-EH-eheek the qualityer-��e WorlE _(2) reviewed eenstruetien Fnean6-,-me4hods, teehniques, selvene-es-er-pree°a..�aures, (3)- a i—..-- >tibee�,�,� a serial suppliers and other-��ested by the e antraete-�-ri,hnv pay�tel�t� o" r�seert�ad-1}o'.v-or�t3r-wltaEpurpese-tlte-Cont�Qeter-ha'r-used-t�teney�r�wie�i-y-pa+ci•-can-ac-Eetrtat-e€ the.-C-Ontfac-t Sum. § 2.6,10 The Architect shall have au4ter-ity-authority, after notification to the Construction Manager at Risk and the Owner, to reject Work that -which does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, advisable for implementation of the intent of the Contract Documents the Architect shall will have autherity-authorit u on written authorization from the Owner to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed,. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the C-entraeter; Construction Manager at Risk, Subcontractors, material and equipment suppliers, their agents or employees or other persons er-�es-performing portions of the Work. § 2.6.11 The Architect shall review and approve or take other appropriate action upon tlta teFL&-Construction Manager at Risk'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 shall be taken with such reasonable promptness as to cause no delay in the Contractors' Work ar in construction by the ac-t v4ies of the-Owner-E ntra+ €ep-eF-,ep"r^ ^^rttra+ torF,,70wner's own forceswhile allowing sufficient time in the Architect's professional judgment to permit adequate review.. Review of such submittals is not conducted for die purpose of determining the accuracy and completeness of other details such as dimensions and quarltitiesi, uantities or for substantiating instructions for installation or performance of equipment or &ysteffvall of which remain the responsibility of the Construction Managcr at Risk and Subcontractors to the Gel tar es -extent required by the Contract Documents.. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any -construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of perforrnance characteristics of materials systems or a ui mcnt is required by the Contract Documents the Architect shall be entitled to rely upon such certification to establish that the materials systems or e ui merit will meet the performance criteria required by the Contract Documents. PAGE 6 § 2.fi,12 l r+ ssial k t �i; es r f6 cation5byadestgn pl=efessiefl feNtEd W Systems, materials 0 equiprrtentaFe-speei€ieaRy-feqtiir�edef eGentrae�srbylihe4enDaet-Aeeu ents�Tie Architect shall speei€y review and sign or take other appropriate perfaFinanee-action on Change Ordcrs and desig er-iteria-thaE sited ,its-.,tst� : She rawings aril ether b eslmueped-e" eeFtified-Construction Chan e Dircctivcs prepared b the d , will Construction Manager at Risk fnr the Centraetar y �" y shall-lrOwner's approval when -submitted to the MEhiteet. The A. Ehiteet ..hall be en"ed&4te�-fe"ert-thead and eampleteness-efexecution in accordance with the sir ices eet�catiens er apprevals pe or ed by sttcit dest ptefessianals:Contract Documents. § 2.6.13 The Architect shall pre b + tiers C-h ppeFdffg- deeu ewla it ff-afl"ata-i€ deenaed neeessary-"e-ArEhiteet as previdd-ie-Seetiens 3.1.1 and-3.3:3, feu- the Owner's approval and 4fl— eeF"eewith she-C-E l�eeut tents,, and may authorize minor changes in the -Work not involving an adjustment in rhea Contract Sum or an extension of the -a Contract Time which are PAn,;isteet-not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order issued through the Construction Manager at Risk as approved by the Owner. § 2,6.14 The Art -Architect, assisted by the Construction Manager at Risk, shall conduct inspections to determine the date or dates of Substantial Completion and the date of final eernpletien, cshall en —he —approved by the £ u actor attd••Owner.,fie Architect shall forward to the 0w9eFTf-9F lie Owner's review a d-fec-erds,-wauetrOwner warranties and reEated deeu{rt similar submittals required by the Contract Documents and .,.....,.,.bled by -which have been received from the Get ter and Construction Manager at Risk. Additions and Deletions Report for AIA Document 8151 "'-1997.. Copyright 01974, 1978, 1987 and 1997 by The American Institute of Architects.. All rights reserved.. WARNING: This AIA° Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or Jr distribution of this Al a Document, or any portion of 11, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA saltware at 16:43:57 on 05/10/2006 under Order No 10OD222556_1 which expires on 2116/2007, and is not for resale. User Notes: (16D3726445) The Architect shall issue a final Pr�cct Certificate for Payment based -upon a fitial ifispectien " ,e--WeA, ee plies-campliance with the requirements of the Contract Documents. § 2.6.15 The Architect shall interpret and decide matters concerning performance of the Owner and Centfaeter under; arid -Construction manager at Risk under the requirements of; f the final Contract Documents on written request of either the Owner or Geeter -Construction at Risk. The Architect's response to such requests shall be made in wr-iti g-with reasonable promptness and within any time limits agreed open-eretherwise • ith """senable pr-e-ptnes-upon. § 2.6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Final Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Architect shall endeavor to secure faithful performance by both Owner and C-enti-aetel"; Construction Manager at Risk, shall not show partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith.. § 2.6.17 The ettefs ifi questiet n,�An the Ownei, and-Cantraa ir-as-pr"ded o~=��..e: t8� 'he -Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Final Contract Documents.. § 2.6.18 The n=ehite-,^�'=-Architect shall render written decisions via electronic mail fax or hardcopy within a reasonable time on all claims, disputes or other matters in question between the Owner and C ti-aetar exeept €er those -Construction Mana er at Risk relating to aesthetic-e€feet-the execution or progress of the Work as provided in ,See" _. . ediatien and ar-bitfaU eii a-, p ded in this ° oemefft-�the Final Contract Documents. PAGE § 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor -therefore as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project Representatives shall he as described in the edition of AIA Document B352 current as of the date of this Agreement, as modified by the parties thereto, unless otherwise agreed, § 3.3.1 Mal intWhen approved by Owner, making revisions in dFawint Drawings, Specifications, or other documents when such revisions -revisions, unless attributable to the fault of the arch tce are: § 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, evaluating Contractor's Proposals, and providing other services in connection with Change Orders and Construction Change Dii,eetsives:Directives which are not otherwise included in the BasicServices. PAGE 8 § 3.4.9 Providing services in connection with the work of a ee et-ien managef-Ew separate consultants retained by the Owner. § 4.1 The Owner shall provide ft&information irr;itirrre":i er-regarding requirements for and Project, including a � m...at,e,tan program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special cquipmcnt, systems -systems, and site requirements. -The Owner shwa A-ehit..,.h within I c days after- Feeeipt of _.,_.=,=ice nguefit, § 41 The Owner shall establish and periedieally-updatc an overall budget for the Project based on consultation with the l+e}eet-,-ineladiea Construction Manager and the Architect which shall include the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs.. §44-Th cE en-dto-Fwner's behalf with fespedie-We*6 The Owrae Le-sueh-desianaied-represeerperteieing to deeameltts Additions and Deletions Report for AIA Document B1511m—1997., Copyright ® 1974, 1978, 1987 and 1997 by The American Institute of Architects, All rights reserved,. WARNING: This A10 Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ate Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the taw. This document was produced by AIA software at 16:43:57 on 05/10/2006 under Order No 1003222556_1 which expires on 2/1612007, and is not for resale. User Notes: (1603726445) submitted by tea -avoid unreasonaWe-delay in tie efdefly a+1 sc��entia$_��en ess•ef the �rrelitt�t's-5e"" a..nr _nr,r �r_-rrn § 4.4 The Owner shall furnish �r°°n designate a rcaresentativc authorized to deser-ib"hysieal charaeterisiies, legal liffli61601l+; and iitilit lae;�tiet}s fe act on the site-ef-Owner's behalf with respect tthe Projeet--and-a-writwe eoal deser-iptien-o he-site-Projcct. The, t nd eg atier+Owner or such authorized representative shall fnetude its applieable -,-�_ and lire . , avefnents a ad, ei fig admit drainagge;ahts�€vay;•restrictinrs;ease �g, s a�n.i ts 0Hfldaries and eontour-s ef-render decisions in a timely manner ertainin to documents submitted b the site; le i di,�elisie s Rd neeesswy datayr 4i re-speet-Architect in order to e*isting-buBdings-ether-irnprevements-avoid unreasonable delay in the orderly and *Te�iFe at en ee - availableset ices at}d liter-13at13 p -above and elow de; meluding ° F afldjwivate- ens sd-depd-A Wseguet ntial progress of the information en••tl a suFvey Abe refereeed to a PFeje ef, kArchitect's services. PAGE 9 § 4.5 The Owner shall fish -retain a Construction Manager to administer the Project. The Construction Manager's services duties and responsibilities will be as described in the edition of AIA Document A 1211CMc Standard Form of Agreement Between Owner and Construction Manager, current as of the seMees-date of gee°�.e� whd� suet; Sei ,:^ns aFe requested this A cement as modified by the parties thereto. The Terms and Conditions of the Agreement between Owner and Construction Mana er shalI be furnished to the ineWde-bum— Architect and shall not limited to -test berms alt-gk", ewFmiaatietr be modified without written consent of sail bea6ugva4-ees; pests,-eva us rn~'euzarru b�umeel b eeessat"per-atiGns-the ArcbitecL which consent shall not be Unreasonably withheld. The Architect shall not be responsible for � ttditiers, with reltart5 andand appfepfiate feearttrttendatians.actions taken by the Construction Manager. § 4,6 The Owner shall ftwni-,h-retain the Architect to provide, to the services of eensultaffts-�er-than dies designated -extent specified hereto in gee-66H 4.5 hetu-such-seMees are -requested -lay -agreement be€weep the Architect and are reasefi^'�the Owner, as modified by the seepe-nartics thereto, surveys describing physical characteristics legal limitations and utility locations for the site of the Project, and a written legal descrilgion of the site. The surveys and legal information shall include as applicable, ades and litres of streets allays, pavements and adjoining roe and structures ad'acent drainage-, rights -of -way, restrictions casements encroachments zoning deed restrictions boundaries and contours of the Pfejeet.site, locations, dimensions and necessaEy data pertaining to existing buildings, other im rovements and trees-, and information concerning available utility services and lines both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 4.7 The Owner shall u�«isiiu�etralechaeiretain the Architect to provide, to the extent specified hereto in agreement between the Architect and ehetfl_ieal tests; tests -f r•airmand-water-p us materials; aridetbeF laboratery afidmet tests insp�a aired the Owner, as modified by the parties thereto the services of geotechnical engineers when such services are requested by lam er the Cetttfaet Doeu-Me"ks Architect. Such services rna include but arc not limited to test borings test its detcrrninations of soil bearing values, percolation tests. § 4.8 The Owner shall furnish all r« eQantia-g structural mechanical chemical air and instrrarte���ieez mat fltay4�"emwater pollution tests, tests for the-W-ejeet-4e-fteet-t o Owet-'s eed-shazardous materials and other laboratory..and environmental testis, sins ecti�o�nss�a�nd Such s :ees-shall-iflelude editing, . � iercl"vr��er e to ve_fif �e�l'7t te` "' x.E'`plicatioHS- for- ayment e f for, what pufpesesAe l✓afl'37.,G'6F haS „bed the ~oney-paidby law or err--behii,4-et=the Owner.Contma Documents. § 4.9 Theshall furnish all legal accounting and r-epe ns 4.4 *r ., ,h " 4 ^' all insurance counseling services as may be ; dnecessary at any for the Proicct, including auditing services the Owner-'s e*pense, and -Owner may require to verify the A e_" .hrzll be catitled Contractor's Application for Payment or to rely trpati-ascertain how or for what purposes the Contractor has used the money Raid by or on behalf of the aeeuFaeyand eampleteness t ereef.Owner. Additions and Deletions Report for AIA Document 13151 TO —1997. Copyright @ 1974, 1978, 1987 and 1997 by The Ame4can Institute of Architects. All rights reserved. wARNMG: This Ale Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law Thls document was produced by AIA software at 16:43:57 an 05/10/2006 under Order No 1000222556_1 which expires an 211M007, and Is not for resale. User Notes: (1603726445) § 4.16 The 9wne shall p e��empt i#er+ netiee services information, surveys and reports required by Sections 4.6 through 4.9 are being at the Owner's cx cnsc to the extents ecified hereto in a cement between the Architect if -and the Owner-beeeHtes awaf:e af— a er-de€eet-ice Owner, as modificd_by the 44ejeet rlueltn�-arty ernrorrlissiens er+r�ceAsiteneies ir�tbe Alitect's Irtstents-of-Serviee: artic�,,,;s,,,thcreto. 4.11 Prompt written notice shall be given by the Owner to the Architect and Construction Manager if the Owner becomes aware of any fault or defect in the Proicet or nonconformance with the Contract Documents_ 4.12 The ro osed lanatta a of certificates or certifications requested of the Architect or Architect's consultants shall be submitted to the Architect for review and approval at least 14 days prior to execution. The Architect and Architect's Consultants shall not make certifications that would require knowledge or services be and the sco e of this Agreement. 4.13 The Owner shall furnish the required information and services and shall render approvals and decisions via electronic mail fax or hardcopy in a reasonably expeditious manner as necessaKy for the orderly progress of the Architect's services and Work of the Contractors. 4.14 The Owner shall furnish the Architect copies of written communications with the Construction Manager and Contractors via electronic mail, fax, or hardeopy. PAGE 10 § 6.1 The Drawings, speeiiF-ieagefF Specifications and other daeu eats, ineludiag4ese in eleeli-eflie 4;9FFH, documents prepared by the Architect aiid-for this Proicct are instruments of the Architect's eonsultants are Iit5{ iii1'%tiS SE'FViee^service for use selel-y-with respect to this Pfeiee�.-Ttie-Project and. unless otherwise pravidecl, the Architect and theMe'�,,;teet' eangultants-shall be deemed the author-s-and ewnef:s-author of their respeedw inst t"ts of Sepviee these documents. The Architect and Owner shall fetiin-co-retain all common law, statutory and other reserved rights, including eapy s:thc co iaht. The Architect and Owner shall be permitted to retain hard copies, including reproducible col2ies and electronic digital files of the Architect's Drawings, Specifications and other documents for information and reference in connection with the Owner's use and occupancy of the Project. The Architect's Drawings Specifications or other documents shall not be used by the Architect Owner or others on other ro'ects for additions to this Project or for completion of this Project by others unless the Architect is adjudged to be in default under this Aacement, except by agreement in writing between the Owner and Architect. PAGE 11 § 7.1.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall may be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either per- art if a ed tab both attics. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by arbitration, PAGE 12 § 8.2 If the Project is suspended by the Owner for more than 30 consecutive days; da sy,.,., through no fault of the Architect, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. PAGE 13 § V Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly attributable to termination for which the Architect is not otherwise eenq)ensated, compensated, —plats-ao rSi#i@ii'n' -f$r-i nv�riii.=m'xcc 't-5-;ande^ipated pF Fr'vx'A-en—€he-yak ie-of the^serviees: iet peffe ed4)-tBB-Architect= Additions and Deletions Report for AIA Document B151 TM —1997. Copyright @ 1974, 1979, 1987 and 1997 by The American Inslitute of Archilecls All rights reserved. WARNING: This AIA@ Document is protected by U,S, Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.This document was produced by ALA software at 16:43:57 on 05110/2006 under Order No 1000222556_1 which expires on 2/16/2007, and is not for resale, User Notes: (16o3726"S) § 9.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Aga etat-.Agrcemcnt , as modified by the parties thereto. PAGE 14 § 10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include reasonable and necessary expenses actually incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: Payments on account of the Architect's Additional Services if any, and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred.. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect hasbeel jtu ged-te be liable.is otherwise responsible. PAGE 15 § 11.1 An Initial Payment of Zero Dollars And Zero Cents ($ )�ha".00 shall be made upon execution of this Agreement and credited to the Owner's account at final payment. PRE -DESIGN SERVICES: Sti plated Sum of $48 000.00 Stipulated Sum of $12,500.00 Stipulated Sum of $12,500.00 Sti ulated Sum of $5 000,00 Stipulated Sum of $25,D00.00 TOTAL PRE -DESIGN SERVICES: $103,000.00 A & E DESIGN SERVICES: $%A of the Construction Cost or Nine hundred sixty thousand dollars ($960,000.00) based on the current) y anticipated construction budget of $12 000 000.00. (Fee includes an amount not to exceed $15,000.00 in anticipated travel expenses for MWL based on anticipated number of trips. The Architect will only invoice the City for the actual documented travel cxacnee.5_inc_urrcd, however, if it is determined durinp the project course that the anticipated travel expenses are going to exceed the allotted amount the Owner will be Modify Needs AssessmentfValidation and Programming (Fee includes an amount not to exceed $8,000.00 in anticipated travel expenses based on anticipated number of trips. The Architect will only invoice the City for the actual documented travel expenses incurred, however, if it is determined, during the project course, that the anticipated travel expenses are going to exceed the allotted amount, the Owner will be notified so the necessary adjustment may be made. Boundga, Tree and Topographic Survey Geotechnical Soils Report Phase 1 Environmental Phase II environmental (If Required) Schematic Design Design Development Construction Documents Bidding and Negotiations Construction Administration Additions and Deletions Report for AJA Document 6151Tu —1997. Copyright m 1974, 1978, 1987 and 1997 by The American Institute of Architects. All tights reserved. WARNING: This Ale Document is protected by UZ Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:43:57 on 05/10/2006 under Order No 100022255E-1 which expires on 2/1M007, and is not for resale. User Notes: (1603726445) notified so die neer."ary ad"usrment may he made.) Stipulated sum of Eighty six thousand Dollars S86.,000.00 TOTAL A & R DESIGN SERVICES: 1,046,000.00 I TECHNOLOGY RELATED DESIGN SERVICES: Stipulated sum of$24,000.00 Stipulated sum of $60.000-00 Stipulated Sum of $80,000.00 Stipulated Sum of $200,000.00 TOTAL TECHNOLOGY RELATED SERVICES: $364,000.00 Interior Design Services General AN Desi n Consultin Fees Data/Telecommunications Design Consulting Fees Security Card Pleader/Camera Design Consulting 911 Telecommunications/Radio Dispatch Design Stipulated sum of.$155,000.00 Contingency Expenses as necessary+ TOTAL CONTINGENCY EXPENSES $155 000.00 PAGE 16 Pre -Design Services Monthly proportional to workwork c�eted A&E Design Services Sehe+n c—Da s ase� peen Schematic Design Phase: fifteen percent 18 no Design Development Phase: twenty-five percent 22 °lo Construction Documents Phase: Thirty,fi percent 36 �lo� Clefigt e iai3 I�A£eiilen•crres P itse pereG•" Bidding or Negotiation Phase: five ercent 4 °!r, D:r;;enetiiet� I�l��se a � pest Construction Phase: twenty, percent. 20 L/0) Lens e ieti Pha e: pert -F } Total Basic Compensation one hundredpercent( 100 10D pest-4} Technology Design Servicrs Monthly proportional to work completed TAt ie EA pew AR@-- un4ed pereent 4-90M %) Contingency Expenses Monthly as expensed Additions and Deletions Report for AIA Document B151 n' —1997. Copyright Q 1974. 1978, 1987 and 1997 by The American Institute of Architects All rights reserved. WARNING: This Ale Document is protected by U.S.. Copyright Law and International Treaties. Unauthorized reproduction or 10 distribution of this AIA° Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law., This document was produced by AIA software at 16:43:57 on 0511W2006 under Order No 1000222556_1 which expires on 211612007, and Is nat for resale. User Notes: (1603726445) PAGE 17 a Principals' Project Manager) time at the fixed rate of One Hundred Fifty Dollars 150.00 per hour. b Supervisory Project Architect/Senior Engineer) time at the fixed rate of One Hundred Thirt Dollars 130.00per hour. c Technical Level I(Quality Control time at the fixed rate of Ninety Five Dollars 95.00 er hour. d Technical Level II (CADD Production time at the fixed rate of eighly five Dollars 85.00 per hour. e Technical Level III and clerical and administrative time at the fixed rate of forty Dollars ($40.00)per hour. a Principals' Project Manager) time at the fixed rate of One Hundred Fifty Dollars 150.00 erg hour. b Supervisory Project Architect/Senior Engineer) time at the fixed rate of One Hundred Thirt Dollars L$130.00) per hour. c Technical Level I(Quality Control time at the fixed rate of Ninety Five Dollars 95.00 er hour. d Technical Level 11 (CADD Production time at the fixed rate of eiqhiy five Dollars 85.00 per hour. e Technical Level III and clerical and administrative time at the fixed rate of foqy Dollars ($40.00) per hour. § 11,3.3 For Additional Services of Consultants, including additional structural, mechanical and electrical engineering services and those provided under Section 3AA9 or identified in Article 12 as part of Additional Services, a multiple of one ( 1_0 ) times the amounts billed to the Architect for such services. For Reimbursable Expenses, as described in Section 10.2, and any other items included in Article 12 as Reimbursable Expenses, a multiple of one ( 1_0 ) times the expenses incurred by the Architcct, the Architect's employees and consultants directly related to the Project. § 11.5.1 If the Basic Services covered by this Agreement have not been completed within Thies Six ( 36 ) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Sections 10.33 and IL 3.2. § 11.5.2 Payments are due and payable thirty ( 30 ) days from the date of the Architect's invoice.. Amounts unpaid ( 45 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect,. 18% per annum Additions and Deletions Report for AIA Document 8151lli —1997.,Copyrlght 01974, 1978, 1987 and 1997 by The American institute of Architects. All rights reserved, WARNING: This AIAP Document Is protected by U.S, Copyright Law and Intern allonal Treaties. Unauthorized reproduction or 1 distribution of this AIA° Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:43:57 on 0511012006 under Order No 1 D00222556_1 which exp€res on 2J15I2007, and is not for resale User Notes: (1603726445) PAGE 18 § 11,5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with the normal salary review practices of the Architect rovidud however, that those rates and multiples may not be adjusted upward in an amount that exceeds the norm for the indusqy or the U.S. Consumer Price Index for all goods and services) for the Tehiteet-DalIas-FL Worth Metro lex. 1. The Architect will also be responsible for Interior Desi n Services as part of the Basic Services.. 2. Venue for any dispute relating to this Al cement shall lie in Tarrant Coun1y, Texas, Mr, Andy Wambsganss, Mayo Robert P, Garza, Principal City of 5outhlake RPGA Design Group, Inc. Additions and Deletions Report for AIA Document B151'"J m 1997, Copyright Q 1974, 1978, 1987 and 1997 by The American Institute o1 Architects.. All rights reserved,. WARNING: This Ate Document Is protected by U.S.. Copyright Law and International Treaties. Unauthorized reproduction or 12 distribution of this AIA° document, or any portion of It, may result in severe civil and criminal penalties, and Will be prosecuted to the maximum extent possible under the law.. This document was produced by AIA software at 16A3:57 on 05/10/2006 under Order No,1000222556_1 which expires on 2/16/2007, and is not for resale User Notes: (1603726445) Certification of Document's .Authenticity AIA@ Document D40I'm — 2003 I, Robert P Garza, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 16:43:57 on 05/10/2006 under Order No.. 1000222556_1 from ATA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIAO Document B 151 TM — 1997 - Abbreviated Standard Form of Agreement Between Owner and Architect, as published by the ATA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report.. (Signed) (Title) (Dated) AIA Document D401111— 2003. Copyright @ 1992 and 2003 by The American Institute o1 Architects. All rights reserved. WARNING: This AIA' Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16A3:57 on 05110/2006 under Order No,10002225561 which expires on 2116/2007. and is not for resale User Notes: (16037264d5) � �0 1- Document ATM 1997 General Conditions of the Contract for Construction for the following PROJECT; (Name and location or address). City of Southlake Department of Public Safety Headquarters Facility City of Southlake, Texas On or near the current Fast DPS Facility Site THE OWNER: (Name and address). THE ARCHITECT: (Name and address): RPGA Design Group, Inc., General Corporation 101 S. Jennings Avenue Suite 100 Fort Worth, Texas 76104 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ADMINISTRATION OF THE CONTRACT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK B TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion.The author may also have revised the text of the original AIA standard form, An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed.. A vertical tine in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text This document has important legal consequences, Consultation with an attorney Is encouraged with respect to its completion or modification.. This document has been approved and endorsed by The Associated General Contractors of America AIA Document A20i'u —1997, Copyright Q 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved., WARNING: This AIA7° Document Is protected by U, S, Copyright Law and International Trealles, 1 Unauthorized reproduction or distribution of this Ale Document, or any portion of It, may result In severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:49:04 on 0511012006 under Order No 1000222556.1 which expires on V1612007, and is not for resale. User Notes: (2085533113) INDEX (Numbers and Topics in Bold are Section Headings) Acceptance of Nonconforming Work 9.6..6, 9.9.3,123 Acceptance of Work 9.6.6, 9..8.2, 9..9.3, 9.10.1, 9.10.3, 12.3 Access to Work 3.16,62.1,121 Accident Prevention 4.2..3, 10 Acts and Omissions 3.2, 3.3..2, 3.12.8, 3.18, 4.23, 4 3.8, 4.4.1, 8.11, 9.5.1, 1023, 13 4.2, 117, 14] Addenda Ll 1,3.11 Additional Costs, Claims for 4.3 4, 4.3.5, 4.3.6, 6.1.1, 10.3 Additional Inspections and Testing 9..83, 12..2 1,135 Additional Time, Claims for 4..3.4, 4.3.7, 83 2 ADMINISTRATION OF THE CONTRACT 3.,1.3, 4, 9.4, 9 5 Advertisement or Invitation to Bid Aesthetic Effect 4.2..13, 4.5.1 Allowances 3.8 All-risk Insurance l I.4-Ll Applications for Payment 41.5, 73. 8, 9. 2, 9,3, 9 4, 9.5.1, 9.63, 9. 7.1, 9.8.5, 9.10, 11.1.3, 142.4, 14,43 Approvals 2 4,113, 3.5, 1102, 3.12, 4.23, 9..3.2, 13.4.2, 13.5 Arbitration 4.3.3, 4A, 4.5,1, 4.5.2, 4,6, 8. 3., I , 93J , 11 4.9, 11..4.10 Architect 4.1 Architect, Definition of 4.1.1 Architect, Extent of Authority 2.4, 3,12.7, 4.2, 4.3,6, 4A, 5,2, 63, T 1.2, 7.3.6, 7.4, 9.2, 9.3A, 9A, 9.5, 9..8.3, 9,10,1, 9.10.3, 12.1, 122.1, 13..5.1, 135.2, 142.2, 14,24 Architect, Limitations of Authority and Responsibility 2.1 A , 3.33, 3,12.4, 3.12.8, 3,1110, 4.1.2, 4.2.1, 42,2, 4,2.3, 42..6, 4..2 7, 4.2,10, 4..2.12, 4 2.13, 4.4, 52..1, 7A, 9.4.2, 9.6.4, 9.6.6 Architect's Additional Services and Expenses 2.4, 11..4 1.1, 12.2A, 13.5.2., 13.53, 14.14 Architect's Administration of the Contract 3.1,3,4.2,434,4.4,9.4,9.5 Architect's Approvals 2A,3.1.3,.3.51,3.10.2,4.2.3 Architect's Authority to Reject Work 3. 5.1, 4..2.6, 12 T.2, 12.2.1 Architect's Copyright 16 Architect's Decisions 4.2.6, 4. 2, 7, 42,11, 4.2.12, 4.213, 43.4, 4.4.1, 4 4.5, 4.4.6, 4, 5, 6. 3, 7..3.6, 7, 3..8, 8,1.3, 8.3.1, 9 2., 9.4, 9.5J, 9,.8A, 99„1, 13.52, 14.2.2, 14.2.4 Architect's Inspections 422, 4.2.9, 4 3.4, 9.,4.2, 9 8.3, 9.9 2, 9 10 1, 13.5 Architect's Instructions 3.2.3, 3.3.1, 4.2 6, 4.2.7, 42,8, 7„4 1, 12 1, 115 2 Architect's Interpretations 4 111, 4.2.12, 4 3. 6 Architect's Project Representative 4..2.,10 Architect's Relationship with Contractor 1,12, 1.6, 313, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5,1, 17..3, 3.10, 3.11, 112, 3.16, 3 18, 4.1.2, 4.13, 4..2, 4.3.4, 4AA, 4A,7, 5.2, 6.2.2, 7, 8.3 1, 91, 9.3, 9A, 9.5, 9.3, 9. 9, 9.9, 10.2.6, 10.3, 11.3, 11 A 7, 12, 13.4.2, 13.5 Architect's Relationship with Subcontractors 1..1,2, 4 2.3, 4.2.4, 42..6, 9.6.3, 9,64, 11.43 Architect's Representations 9A2,9.5.I,9.I0..1 Architect's Site Visits 4.2.2,4.2.5,4.29,43.4, 9.42,9.5.1,9.9.2,9.10.1, 13.5 Asbestos 10.3.1 Attorneys' Fees .3 18..1, 9.10 2, 10.3.3 Award of Separate Contracts 6.1 .I, 6.,1,2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements I.I.1, 1.1,7, 5.2.1, 11.5..1 Boiler and Machinery Insurance 11,42 Bonds, Lien 9.10.2 Bonds, Performance, and Payment T16A, 9.6.7, 9.10.3, 11.4,9, 115 Building Permit 3.7A Capitalization 1.3 Certificate of Substantial Completion AIA Document A201 TM —1997, Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING. This Ate Document is protected by U, 8, Copyright Low and International Treaties, Unauthorized reproduction or distribution of this AIAe Document, or any portion o1 It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 15:49:04 on 0511 W2006 under Order No 1000222556_i which expires on 211612007, and is not for resaie.. User Notes, (2085533113) 9..8.3, 9.8..4, 9.8.5 Certificates for Payment 4.2.5, 4.2.9, 9. 3.3, 9.4, 9, 5, 9.6 1, 9.6.6, 9.7 1, 9..10.1, 9.10.3, 13.7, 14.1..1.3, 14.2.4 Certificates of Inspection, Testing or Approval 1.3.5.4 Certificates of Insurance 9.102, 1 1.1,.3 Change Orders 1.1.1,24,.I,3.42,3.8.23,3.11.1,3.128,4.2.8,4.34, 43.9,5.2.3,71,71,73,8.3.1,9.31.1,9.103, 11.4.1. 2, 11 A. 4, 1 1 A.9, 11 L2 Change Orders, Definition of 7..2.1 CHANGES IN THE WORK 111,4.2.8,7,8.11,9.3.1..I, 11A.9 Claim, Definition of 4.3.1 Claims and Disputes 3.23, 4.3, 4 4, 4.5, 4.6, 6.1,1, 6.3, 7.3.8, 9.3.3, 9.10.4, 10.3..3 Claims and Timely Assertion of Claims 4.6.5 Claims for Additional Cost 32.3, 4.3..4, 4.35, 4.3.6, 6.1.1, 7.3.8, 10 3.2 Claims for Additional Time 3.23, 4.3..4, 4.3.7, 6.11, 8.12, 10. 3.2 Claims for Concealed or Unknown Conditions 4.3A Claims for Damages 123,3.18,4.3.10,6T1,8.3.3,9.5,1,96.7, 10.3.3, 11.1,1,11.4.5,11.47,14.13,14.2.4 Claims Subject to Arbitration 4.4 1,4.5.1, 4.6.1 Cleaning Up 3.15, 6.3 Commencement of Statutory Limitation Period 13.7 Commencement of the Work, Conditions Relating to 2.2 1, 32.1, 3..4.1, 3.7.1, 3,10.1, 3.I2.6, 4.3..5, 5.2 1, 5.2.3, 6 2.2, 8.1.2, 8.2 2, 8, 3.1, 11.1, 11.4.1, 114 6, 11.5..i Commencement of the Work, Definition of 812 Communications Facilitating Contract Administration 3 9..1, 4.2.4 Completion, Conditions Relating to 1.&1,3.4.1,3..11,3,15,42.2,429,8.2,94.2,9.8, 9,9,1, 9,10, 12.2, 13 7, 14.12 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2.9, 8,1,1, 8.1.3, 8.2.3, 942, 9,8, 9.9,1, 9,10.3, 9,10 4.2, 12.2, 1.3.7 Compliance with Laws 1.6„1,3.2.2,3.6,37,3.1210,113,4.1.1,4.4.8,4.6.4, 4.6.6,964,10.22,11 1,11.4,131,13.4,135.1, 1152,13.6,14.1.1,14.2.13 Concealed or Unknown Conditions 4,3.4, 8.3.1, 10.3 Conditions of the Contract 1.1..1, 1.1.7,6.11,6.1..4 Consent, Written 1. 6, 3.42,112.8, 114.2, 4.1.2, 4..3.4, 4.6A, 9.3.2, 9, 8.5, 9.9,1, 9.10.2, 9.10.3, 11.4.1, 112, 13.4.2 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1..4, 6 Construction Change Directive, Definition of 7.3..1 Construction Change Directives I.1..1,3..12.8,4..2.8,4.3,9,7.1,7.3,9.3.1.1 Construction Schedules, Contractor's 1.4.1.2,3..10,3,121,3.122,4..3.72,6 1.3 Contingent Assignment of Subcontracts 5A,14.2.2.2 Continuing Contract Performance 4.3.3 Contract, Definition of 1.1,2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5,41,1, 11 .4.9, 14 Contract Administration 3,1.3, 4, 9.4, 9.5 Contract Award and Execution, Conditions Relating to 3.7.1,3.10,5.2,6.1, 11,1.3, 11.4.6, 11.5..1 Contract Documents, The 1.1, 1.2 Contract Documents, Copies Furnished and Use of l .6, 2.2.5, 5,3 Contract Documents, Definition of 1,1'.1 Contract Sum 3.8, 4.3.4, 4.3.5, 4.4.5, 5.2.3, T2, 7.3, 7.4, 9.1, 9.4.2, 9..5.1.4, 9.6.7, 93, 10.3.2, 11,A], 14.2.4, 14.3,2 Contract Sum, Definition of 91 Contract Time 4 3,4, 4.3.7, 4.4.5, 5.2.3, 7,2.1.3, 7.3, 7.4, 8.11, 82, 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 143.2 Contract Time, Definition of 8.1,.1 CONTRACTOR 3 Contractor, Definition of 3..1, 6.1.2 Contractor's Construction Schedules 1.4.1.2, 3.10, 3.12..1, 3, 12.2, 4.3.72, 6.1.3 Contractor's Employees AiA tocument A2U1 T° — 1997,. Copyright 91911, 1915, 1918, 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved,. WARNING: This AIAO document Is protected by U S. Copyright Law and International Treatfes.. 3 Unauthorized reproduction or distribution of this Ale Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software al 16:49:04 on 05/1012006 under Order Na 1000222556_1 which expires an 2116/2007, and Is not for resale User Notes: (2085533113) 3 3,2, 34 3, 3 8 1, 3.9, 3.18 2,4.2.3, 4,2.6, 101, 103, 11.1.1,11.43,14.1,14.21.1, Contractor's Liability Insurance 11.1 Contractor's Relationship with Separate Contractors and Owner's Forces 3,12.5, 114.2, 4 2 4, 6, 11.4.7, 12 1.2, 12.24 Contractor's Relationship with Subcontractors 1.22,3.3.2,3.18.I,3 18.2,5,9.6.2,9.6.7,9.10.2, 11 „4..1, 2, I 1.4.7, I 1..4.8 Contractor's Relationship with the Architect 1 1.2, 1 .6, 3.1.3, 3.2 1, 32 2, 12 3, 3.3 1, 3.42, .3.5.1, 17.3, 3.10, 3.11, 3 12, 3 16, 3.18, 4,1.2, 4, ..3, 42, 43A, 4.4.1, 44.7, 52, 6 2 2, 77 8.3,1, 92, 9,3, 9.4, 9.5, 9.7, 9,8, 9.9, 1026, 10.3, 113, 11.4,7, 12, 13.42, 13.5 Contractor's Representations 1.52,3,5.1,3.12.6,6.2..2,8.2.1,93.3,9.8.2 Contractor's Responsibility for Chose Performing the Work 332,3..18,4.23,4.3.8,5.3.1,613,6.2,6.3,9.5.1, 10 Contractor's Review of Contract Documents 1�5.2, 3,2, 3,7.3 Contractor's Right to Stop the Work 9.7 Contractor's Right to Terminate the Contract 4.3.10, 14.1 Contractor's Submittals 3.10, 111, 3.12, 4.2.7, 521, 5.2 3, 73.6, 9.2, 9 3, 9.8..2, 9.83, 9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.52 Contractor's Superintendent 3.9, 10..2.6 Contractor's Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.1110, 4-2.2, 4.2.7, 4.3.3, 6.13, 6.2.4, 7.1.3, 7..3.4, 7.3.6, 8.2, 10, 12, 14 Contractual Liability Insurance II,1,1.8, 112, 11.3 Coordination and Correlation 1,2, 1.5.2, 33.1, 3,10, 3,12.6, 6.13, 6.2.1 Copies Furnished of Drawings and Specifications 1.6, 22.5, 3,11 Copyrights L6, 3.17 Correction of Work 23, 2.4, 3.7.4, 4,2.1, 9.42, 9.8.2, 9.83, 9..9.1, 12.11, 12.2, 13.7.1..3 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7,3.6 Costs 24, 12.3, 33.4, 3..82, 3.15.2, 4.3, 5.4..2, 6.1.1, 6.2.3, 7.33.37 T16, 7.3.7, 7..3.8, 9.,10.2, 10.3 2, 10.,5, 113, 114,12.1,1221,12..24,135,14 Cutting and Patching 6.2.5, 3.14 Damage to Construction of Owner or Separate Contractors 3.142, 6.24, 9.2.1..5, 10.2 1.2, 10.2.5, 10..6, 11 1, 11A, 12.2.4 Damage to the Work 3,14.2, 9.9.1, 10.2. I 2, 1015, 10 6, 11.4, 12.4 Damages, Claims for 32.3, 118, 43,10, 6.1.1, 8.3.3, 9.5.1, 9.63, 10,3.3, 11,1,1, 11.4.5, 11.4.7, 14.1..3, 14.2.4 Damages for Delay 6.1.1, 83 3,9.5..1.6, 93, 10.3.2 Date of Commencement of the Work, Definition of 8.12 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 4 2 6,427, 4.2.11, 4.2,12, 4 2,13, 4,14, 4 AA , 4 45, 4.4.6, 4.5, 6.3, 7.3 6, 7 3,8, 8.1.3, 8.3.1, 9.2, 9,4, 9.5,1, 9.8A, 9.9.1, 13.5.2, 14 2.2, 14.2.4 Decisions to Withhold Certification 9AA , 9.5, 9..7, 14,1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 23, 2.4, .3,5..1, 4.2.6, 6.2.5, 9.5. I , 9,5.2, 9.6 6, 9.8.2, 9.9.3,9,10A, 12.2.1, 137.1.3 Defective Work, Definition of 3.5.1 Definitions I,1, 2.1 .i, 3.1, 3 5.1, 3.12..1, 3.12.2, 112.3, 4.1,1, 4..3.1, 5..1, 6.1.2, 7.2..1, 7.3.1, T16, 8..1, 9..1, 9.8.1 Delays and Extensions of Time 123, 4.3.1, 4.3.4, 4..3.7, 4.4 5, 52.3, 7.2..1, 7.3 1, 7.4,1, 8.3, 951, 9 7..1, 10.3.2, 10.6,1, 14.3.2 Disputes 4.1 4, 4.3, 4.4, 4.5, 4.6, 6.3, 7.3.8 Documents and Samples at the Site 3AI Drawings, Definition of 1.1,5 Drawings and Specifications, Use and Ownership of 1..1 1, 1.3, 2 2.5, 3.11, 5.3 Effective Date of Insurance 8.2-2, 11.1..2 Emergencies 43.5,10.6, 14.1.1.2 Employees, Contractor's 3-3 2, 3..4..3, 3.8.1, .3.9, 118.2, 4.2.3, 4.2 6, 10.2, 10.3, 111.1,11.47,14.1,14.2Ll Equipment, Labor, Materials and 1 „ I.3, 1.1..6, 3 A, 3.5.1, 3.8. 2, 3 8.3, 3.12, 3 13, 3.15.1, 4.2..6, 4.23, 5.2.1, 6.2.1, 7.3.6, 9.12, 9.33, 9.5.1.3, 9.102, 10.21, 1014, 14.2,1. 2 Execution and Progress of the Work AIA Document A201 r" -1997, Copyright 0 1911, 1915, 1918. 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects.. All rights reserved., WARNING: "€iris AIA` Document Is protected by U.S. Copyright Law and Internationat Treaties.. 4 Unauthorized reproduction or distribution of this Ale Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:49:04 an 0511 OY2006 under Order No,1000222556_1 which expires on 711612U07. and is not for resale. User Notes: (2085533113) 1. 1, 1,2..1, 1.2.2, 2.23, 2.2.5, 3.1, 3.3, 3A, .3 5, 3.7, 3.10, 3,12, 114, 4.2.2, 4..2.3, 4.3..3, 6.22, 7.1.3, 73A, 8.2, 9.5, 9,9..], 10.2, 103, 12 2, 14, 2, 14.3 Extensions of Time 32.3, 4.3.1, 4 3 4, 43.3, 4.4.5, 5.2.3, 7.2 1, 7.3, 7.4 1, 9.5.1, 9.31, 10.3.2, 10..6.1, 143 2 Failure of Payment 4.3.6, 9.5.1.3, 9.7, 9,10.2, 14. ] .1..3, 14. 2..1 2, 13..6 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 42.1, 4.1.9, 43.2, 9. 8.2, 9.10, 11..1.2, 11 1.3, 11 4.1, 11.4.5, 12.3.1, 13.7, 14.2..4, 1443 Financial Arrangements, Owner's 2.2.1, 13.2..2, 14.1.1.5 Fire and Extended Coverage Insurance 11.4 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials 10.2.4, 10.3, 10 5 Identification of Contract Documents 1.5.1 Identification of Subcontractors and Suppliers 5.2.. ] Indemnification 3.17, 3.18, 9.101, 10.3 3, 10.5, 11.4.1.2, l 1.4.7 Information and Services Required of the Owner 2.1.2,2.2,3.2..1,3.12.4,3.12..10,4.2.7,4.33,6.13, 6,1. 4, 6.2.5, 93. 2, 9.6.1, 9. 6.4, 9.91, 9.10.3, 10. 3..3, 11.2,11.4,13.5.1,1.3.52,14.1.1.4,14.1.4 Injury or Damage to Person or Property 4.3.8, 10.2,10.6 Inspections 3.1.3,.3.33,17.I,4.2.2,4.26,4.29,9.4..2,9.8.2, 9,.8.3, 9.9.2, 9,10.1, 12 2..1, 13.5 Instructions to Bidders Instructions to the Contractor 3.2.3,3.3.1,38.1,4.2.9,51.1,7, 12,8..2.2, 13.5.2 Insurance 3.18.1,6.1,1,7.3.6,8.2.1,9.3.2,98A,9.9.1,9..10,2, 9.10.5, 11 Insurance, Boiler and Machinery 11,4.2 Insurance, Contractor's Liability HA Insurance, Effective Date of 8.2.2, 11.1.2 Insurance, Loss of Use 1143 Insurance, Owner's Liability 11.2 Insurance, Project Management Protective Liability 11.3 Insurance, Property 10..2.5, 11.4 Insurance, Stored Materials 9.3.2, 11 4.1.4 INSURANCE AND BONDS 11 Insurance Companies, Consent to Par€ial Occupancy 9.9.1, 11.4.1.5 Insurance Companies, Settlement with l I 4.10 Intent of the Contract Documents 1 2.1,4.2.7,4.2.12,4.213,7.4 Interest 13.6 Interpretation 1.2.3, 1.4, 4„11, 4.3 1, 5.1, 6.11, 8.1.4 Interpretations, Written 4 2.11, 4. 2.12, 4.3..6 Joinder and Consolidation of Claims Required 4.6A Judgment on Final Award 4.6.6 Labor and Materials, Equipment L1.3, 1,L6,3.4,3.5.1,3.82,38.3,3.12,3,13,3.15.1, 42. 6, 423, 5 2.1, 6.2.1, 7..3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.101,10.2.1,10.2.4,14.2.1.2 Labor Disputes 8.3,1 Laws and Regulations 1. 6, 3.2.2, 3.6, 17, 3.12.10, 3.13, 4.1.1, 4.4. 8, 4.6, 9,6,4, 9.9.,1, 1022,11 1, 11.4, 13.1, 13.4, 13.5 1, 13,5.2, 13.6, 14 Liens 2.1.2, 4 A.8, 8, 2.2, 9.3.3, 9 10 Limitation on Consolidation or Joinder 4.6.4 Limitations, Statutes of 4.63, 12.2.6, 13.7 Limitations of Liability 2 3, 3.21, 3.5.1, 3.7-3, .3.12.8, 112.10, 3.17, 3.18, 4.2.6, 4.2.7, 42,12, 6.2.2, 9.4.2, 9.6A, 9.6.7, 9.10.4, 103.3, 10.2 5, 11..1 2, 11.21, 11.43, 12.2.5, 13.4.2 Limitations of Time 2.1.2, 2. 2, 2 4, 3.2.1, 3. 7.3, 3.10, 3.11, 3.12,5, 3.15,1, 4.17, 4.3, 44, 4.5, 4.6, 5.2, 5.3, 5.4, 6.24, 7.3, 7A, 82, 9.2, 9.3.1, 93.3, 9.4.1, 9.5, 9,6, 9,7, 9.8, 9.9, 9..10, ] 1..13, 11.4.1.5, 11.4,6, 114.10, 12,2, 13.5, 13..7, 14 Loss of Use Insurance 11 A.3 Material Suppliers L6,3.12.I,4.2.4,4.2.6,5.2.1,9.3,9.4.2,9.6,9.10.5 Materials, Hazardous 10.24, 10.3, 10..5 AIA Document A201lu—1997, Copyright 01911. 1915, 1918, 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987 and 1997 by The American Inslitule of Architects.All rights reserved. WARNING: This AIO Document is protected by US, Copyright Low and International Treaties Unauthorized reproduction or distribution of this Ate Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the taw. This document was produced by AIA software at 1B:A9:04 on 05/10/2006 under Order No I a0o=556_1 which expires on 711612007, and Is not for resale User Notes: (2085533113) Materials, Labor, Equipment and 1.1.3, 1 1 „6, 1.6.1, 3.4, 3.5,1, 3.8.2, 3 8.23, 3.12, 3.13, 3.15„1, 4:16, 4,2.7, 5.2,1, 6.2.1, 7,3.6, 93.2, 9 3.3, 9.5.1.3, 9.101, 10 2.1, 10.24, 14.21.2 Means, Methods, Techniques, Sequences and Procedures of Construction 33.1,3.1210,4.2.2,4..2.7,9.4..2 Mechanic's Lien 4.4.8 Mediation 44..1,4.4.5,4.4.6,4.4.8,4.5,4.6.1,4..6.2,83..1, 10.5 Minor Changes in the Work 1.1 1, 3.129,4.2.8,43.6, 7.1,7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1 .I Modifications to the Contract 1.1..1,1..1.2,3.7.3,3..11,4.1.2,4.2.1,52.3,7,83.1, 9.7, 10..3.2, 11.4.1 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9,6.6, 9..9.3, 12.3 Nonconforming Work, Rejection and Correction of 23, 2.4, 3..5.1, 4.2..6, 6.2.5, 9.5..1, 9..8.2, 9..9.3, 9.10.4, 122.1, 13..7,1.3 Notice 2.2.1,23,2.4,3.2.3,3.3.1,3.7.2,3.7.4,3.129,4.3, 44.8, 4.65, 5.2.1, 8.2..2, 9..7, 9.I0, 10.2.2, 11,13, 1 I .A.6, 12.22, 12.2.4, 113, 13,5.1, 13.52, 14. I , 142 Notice, Written 2.3, 2A, 33.1, 3..9, 3 12.9, .3.12 10, 4.3, 4.4.8, 4.6.5, 5.2.1, 8.2.2, 9.7, 9,10, 10.22, 103, 11,.1.3, 11.4.6, 12.22, 12.2.4,13,3, 14 Notice of Testing and inspections 13.5.1, 13.5.2 Notice to Proceed 8,2,2 Notices, Permits, Fees and 2.2.2, 3.7, .3-13, 7.3.6.4, 10,12 Observations, Contractor's 1.5,2, 3.2, 3.7.3, 4.3.4 Occupancy 2.22, 9.6.6, 9..8, 11.4.1.5 Orders, Written 1.1..1, 23, 3,9, 43.6, 7, 8.2.2, 11.4,9, 12.1, 12.2, 13.5.2, 14.11 OWNER 2 Owner, Definition of 2.1 Owner, Information and Services Required of the 2.1. 2, 2.2, 3.2.1, 3,12.4, 3.12,10, 42. 7, 4.33, 6,13, 6..1.4, 6.2..5, 93.2, 9.6.1, 9..6 4, 9.9.2, 9.10.3, 10.3.3, 11.2,11..4,13.5.1,I3.5.2,14.1.1.4,14..1.4 Owner's Authority 1.6,2.1.1,2.3,2.4,3.42,18.1,112.10,114.2,4.1 2, 4.1.3, 4 2 4, 4..2.9, 4.3.6, 4.4..7, 5.2..1, 5 2..4, 5 4.1, 6.1,6.3,7.2.1,7.3.1,8.2.2,8.3.1,9.3.1,9.32,9.5 1, 9.9..1, 9 10..2, 10 3„2, 11.1.3, I 1,3.,1, 11.4.3, 114,.10, 12.2.2,12.3.1,13.22,14.3,14.4 Owner's Financial Capability 2.2..1, 13..2..2, 14.1.1.5 Owner's Liability Insurance 11.2 Owner's Loss of Use Insurance 11..4.3 Owner's Relationship with Subcontractors 1 .1.2, 5.2, 5,3, 5.4, 9.6.4, 9 101, 14.22 Owner's Right to Carry Out the Work 2,4,12.2.4. 14.2.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction and to Award Separate Contracts 6.1 Owner's Right to Stop the Work 2,3 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1,1.1,1.6,2.2.5,3.2.1,111.1,3.171,4.2,12,5.3 Partial Occupancy or Use 9,6,6, 9.9, 11 A..1,5 Patching, Cutting and 3.14, 6.2.5 Patents 3,17 Payment, Applications for 42.5, 73.8, 9,2, 9.3, 9.4, 9.5.1, 9,6.3, 9 7.1, 9.8.5, 9,10.1, 9.10.3, 9.10.5, 11.1.3, 14.2.4, 14A.3 Payment, Certificates for 4.2.5,4.2.9,9.33,9A, 9.5,9.61,9.6.6,9.7.1, 9.10.1, 9.10.3, 13,7, 14.1.1.3, 14.2..4 Payment, failure of 43.6, 9.5..13, 9n7, 9.10.2, 14.1.13, 14.2.1.2, 13.6 Payment, Final 4,2..1, 4.2.9, 4.3.2, 9..8.2, 9 10, 11.1.2, 11.1.3, 11.4.1, IL 45, 12.3.1, 13..7, 1424, 14.4.3 Payment Bond, Performance Bond and T16A, 9 6.7, 9.10.3, 11.4 9, 1L5 Payments, Progress 4,33, 9.3, 9,.6, 9,8,.5, 9.10.3, 13.6, 14.2.3 PAYMENTS AND COMPLETION 9 Payments to Subcontractors 5.4,2, 9.5,.1.3, 9.6..2, 9.6.3, 9.6.4, 9,6..7, 11.4 8, 14.2.1.2 PCB 103,1 AIA Document A201 T" —1997. Copyright 0 1911, 1915, i918, 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects All rights reserved., WARNING. This AIA* Document Is protected by U S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of Ihls AIO Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.. This document was produced by AIA software at 16:49:04 on 0511 t]1200li under Order Ne.1000222556 1 which expires on 2/16/2007, and is not for resale.. User Notes,. (2085533113) Performance Bond and Payment Bond 7..3.6.4, 9..6.7, 9.10.3, 11.4.9,11.5 Permits, Tees and Notices 2.2.2, 3.7, 3.13, 7.3..6.4, 10.2..2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 312,2 Product Data and Samples, Shop Drawings 3.11, 3.12, 4.2.7 Progress and Completion 4,22, 433, 81, 9.8, 9.9.1, 14.,1.4 Progress Payments 4.3.3, 93, 9.6, 9..8.5, 9.10.3, 116, 14.23 Project, Definition of the LIA Project Management Protective Liability Insurance 11.3 Project Manual, Definition of the 1.1.7 Project Manuals 2.2.5 Project Representatives 4.210 Property Insurance 10.2-5, 11.4 PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Laws 1.6, 3.2..2, 3.6, 17, 3..12..10, 3.13, 4.1 .1, 4.4..8, 4.6, 9..6.4, 9 9..1, 10 2..2, 11 1, 11.4, 13.1, 13A, 1.3„5.1, 13.5.2, 13.6, 14 Rejection of Work 3..5,1, 4.2,6, 12.2.1 Releases and Waivers of Liens 9.,10.2 Representations 1.52, 3..5.1, 3,12.6, 6 2.2, 8.2.1, 933, 9.42, 9.5..1, 9..8.2, 9.10.1 Representatives 1,5.1.2, 13.2.1 Resolution of Claims and Disputes 4.4, 4.5, 4.6 Responsibility for -phase Performing the Work 3.12, 118, 4.23, 4.3.8, 5.11, 633, 6.2, 63, 9..5.1, 10 Retainage 9,3.1,9..6.2,9.8.5,9.9.1,9.10.2,9..103 Review of Contract Documents and Field Conditions by Contractor 1.52,3.2,3.7.3,3.12.7,6.1.3 Review of Contractor's Submittals by Owner and Architect 3.10.1,3.102,3.11,112,4.2,5.2,6.13,9.2,9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3..12 Rights and Remedies I..I.2, 2 3, 2.4, 3.5,1, 1151, 416, 4.3.4, 4J, 4.6, 53, 5A, 6.1, 6.3, 7..3.1, 8.3, 9.5..1, 93, 102 5, 10.3, 12.21, 12.2.4, 13.4, 14 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 4.6.2 Safety of Persons and Property 10.2,10.6 Safety Precautions and Programs 3.3.1, 4.2.2, 4.23, 5.3..1, 10.1, 10.2, 10..6 Samples, Definition of 3.123 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, 93.1 Schedules, 1.4.1.2, 3.10, 3 Construction12.1, 3,12.2, 4.33 2, 6.1.3 Separate Contracts and Contractors 1.1.4, 1115, 3,14.2, 4.2.4, 4. 2.7, 4 6A, 6, 83.1, 11.,43, 12. l .2, 12 2 5 Shop Drawings, Definition of 3,12.1 Shop Drawings, Product Data and Samples 3..11, 3.12, 4.23 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 1.2.2, .3.11, 33.3, 3.7.1, 4..2, 4.3.4, 9.4.2, 9.10.1, 13.5 Site Visits, Architect's 4.2.2, 4.29, 434, 9.4.2, 9.51, 9.9 2, 9.10.1, 13.5 Special Inspections and Testing 4.2,6, 12.2.1, 13.5 Specifications, Definition of the 1..1.6 Specifications, The I.1.1, 1.1.6, 1,13, 1.2.2, L6, 3.11, 312.10, 3,17 Statute of Limitations 4..6.3, 122.6, 13.7 Stopping the Work 23, 4.16, 9.7, 10.3, 14,1 Stored Materials 6.2.1, 93.2, 10.2.1.2, 10.2,4, 11 AJ A Subcontractor, Definition of 5.1.1 SUBCONTRACTORS AIA document A201T" _ 1997. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved,. WARNING: This Ale Document Is protected by U S. Copyright Law and International Treaties. 7 Unauthorized reproduction or distribution of this AIA° Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the Iaw. This document was produced by AIA software at 16:49:04 on 0511012006 under Order No.1000222556_1 which expires on 2116/2007, and is not for resale. User Noles: (20855533113) 5 Subcontractors, Work by 1.22,312,3.12..1,4.2.3,5.2.3,53,5.4,93.12, 9.67 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6, 9A010.2.1,11.43, 11.4.8,14.1, 14.2.1,14.3.2 Submittals 1,.6, 3.10, .3.11, 3.12, 4 2.7, 5.2.1, 5.2..3, 7.3.6, 9.2, 9..3, 9.8, 9.9..1, 9.10..2, 9..10.3, 11.13 Subrogation, Waivers of 6.1,1, 11.4.5, 11.4.7 Substantial Completion 4.19, 8..1.1, 8.1.3, 8.2.3, 9 4.2, 9.8, 9.9.1, 9.10.3, 9.10.4..2, 12.2, 1.3.7 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2,3, 5.2 4 Substitution of Architect 4A 3 Substitutions of Materials 3.42,35„1,7.3.7 Sub -subcontractor, Definition of 5.1..2 Subsurface Conditions 43A Successors and Assigns 13,2 Superintendent 3.9,10.2.6 Supervision and Construction Procedures 1.22, 3.3, 3.4, 3.12.10, 4,22, 4,23, 4.3.3, 6.1..3, 6„2.4, 713, 73.6, 8 2, 8 3.1, 9,A2, 10, 12, 14 Surety 4,43, 5.4.1.2, 9.8.5, 9.10.,2, 9.10.3, 14.2.2 Surety, Consent of 9.10.2, 9..10.3 Surveys 2.23 Suspension by the Owner for Convenience 14.4 Suspension of the Work 5.41, 14 3 Suspension or Termination of the Contract 4.3.6,5..4IA, H.4.9, 14 '.faxes 3.6, 3.8.2.1, 7.3.6.4 Termination by the Contractor 43..10, 14.1 Termination by the Owner for Cause 43..10, 5.4..1 1,14.2 Termination of the Architect 4.1 ..3 Termination of the Contractor 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 33 3, 4.2,2, 4.2.6, 4.2.9, 9.42, 9.8..3, 9.9.2, 9 10.1, 10.3.2, 11.4 1..1, 112.1,13.5 TIME 8 Time, Delays and Extensions of 3.2.3, 4. 1, 4.3A, 4,17, 4.4.5, 5.2.3, 7.2.1, 7.3.1, T4..1, 8.3, 9..5 1, 9.7.1, 103.2, 10.6.1, 143.2 Time Limits 2.1.2,2,2,24,3.21,3.7.3,3.10,3.11,3.12.5,115.1, 4.2, 43, 4A, 4.5, 4.6, 5.2, 5.3, 5 4, 6 2A, 7.3, 7A, 8.2, 9.2, 93.1, 9.33, 9.4..1, 9.5, 9.6, 9.7, 9 8, 9.9, 9.10, 11.1.3, 11 4,1..5, 11.4.6, 11.4..10, 12.2, 115, 133,14 Time Limits on Claims 4.3.2, 4.3.4, 43.8, 4A, 4.5, 4.6 Title to Work 9..3.2, 9..3..3 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions 43.4, 8.3.1, 10.3 Unit Prices 4.3.9, 7.33.2 Use of Documents 1.LI, L6,22.5,1116,5.3 Use of Site 333, 63.l, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13..41 Waiver of Claims by the Contractor 4,110, 9.10.5, 11.4.7, 13A.2 Waiver of Claims by the Owner 4.3..10, 9.93, 9..10.3, 9.10.4, 11.4..3, 11.4.5, 114.7, 12.2.2 1, 114.2, 14.2.4 Waiver of Consequential Damages 4.3.10,14.2A Waiver of Liens 9..10.2, 9.10.4 Waivers of Subrogation 6.11, 1 1.4.,5, 11.4.7 Warranty 3.5, 4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.1 OA,12.2„2, 13.7.1.3 Weather Delays 4.3.7..2 Work, Definition of 1.1.3 Written Consent AIA Document A201"u —1997. Copyright C 1911, 1915, t91&, 1925, 1937, 1951, 1956, 1961, 1963, 1956, 1970, 1976, 1987 and 1997 by The American Institute of Architects, All rights reserved. WARNING: This AIAf° Document is protected by U.S. Copyright taw and International Treaties Unauthorized reproduction or distribution of this Al a Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 16:49:04 on 05/10/2006 under Order No 1000222556_1 which expires an 2116/2007. and is not for resale„ User Notes: (2085533113) ARTICLE 1 GENERAL PROVISIONS § 1.1 BASIC DEFINITIONS § 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter 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 amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect.. Unless specifically enumerated in the Agreement, the Contract Documents do not include other documents such as bidding requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid or portions of Addenda relating to bidding requirements).. § 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction.. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral.. The Contract may be amended or modified only by a Modification The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and Contractor, (2) between the Owner and a Subcontractor or Sub -subcontractor, (3) between the Owner and Architect or (4) between any persons or entities other than the Owner and Contractor.. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties.. § 1.1.3 THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations The Work may constitute the whole or a part of the Project.. § 1.1A THE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate contractors, § 1,1,5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including, plans, elevations, sections, details, schedules and diagrams § 1.1.6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1,13 THE PROJECT MANUAL The Project Manual is a volume assembled for the Work which may include the bidding requirements, sample forms, Conditions of the Contract and Specifications.. § 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor, The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. AIA Document A201 r" —1997. Copyright 01911, 1915, 1916, 1925, 1937, 19S1, 1958, 1961. 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects, All rights reserved. WARNING: This AIAf' Document Is protected by U.5, Copyright Law and International Trealles. 10 Unsulhorized reproduction or distribution of this Ate Document, or any portion of It, may result In severe civil and crimino] penalties, and will be prosecuted to the maximum extent posslble under the law.. This document was produced by AIA software at 16:49:04 on 0511012006 under Order No..1000222556_1 which expires on 2/16/2007, and is not for resale„ User Notes: (2085533113) § 13 CAPITALIZATION § 1.3.1 Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. § 1.4 INTERPRETATION § 1.4,1 In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement § 1.5 EXECUTION OF CONTRACT DOCUMENTS § 1.5.1 The Contract Documents shall be signed by the Owner and Contractor.. If either the Owner or Contractor or both do not sign all the Contract Documents, the Architect shall identify such unsigned Documents upon request § 1.5,2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents.. § 1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE § 1.6.1 The Drawings, Specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service through which the Work to be executed by the Contractor is described. The Contractor may retain one record set. Neither the Contractor nor any Subcontractor, Sub -subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect or the Architect's consultants, and unless otherwise indicated the Architect and the Architect's consultants shall be deemed the authors of them and will retain all common law, statutory and other reserved rights, in addition to the copyrights, All copies of Instruments of Service, except the Contractor's record set, shall be returned or suitably accounted for to the Architect, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants, and copies thereof furnished to the Contractor, are for use solely with respect to this Project They are not to be used by the Contractor or any Subcontractor, Sub -subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect's consultants. The Contractor, Subcontractors, Sub -subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or Architect's consultants' copyrights or other reserved rights., ARTICLE 2 OWNER § 2.1 GENERAL § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization, Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative.. § 2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights,. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein_ § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 2.2.1 The Owner shall, at the written request of the Contractor, prior to commencement of the Work and thereafter, furnish to the Contractor reasonable evidence that financial arrangements have been made to fulfill the Owner's obligations under the Contract. Furnishing of such evidence shall be a condition precedent to commencement or AIA Document A2017°—1997., Copyright 01911, 1915, 1918. 1925, 1937, 1951, 1958, 1961. 1953, 1965, 1970, 1976, 1987 and 1997 by The American Institute of Architects.. All rights reserved. WARNING: This Ale Document Is protected by U.,S., Copyright Law and International Treacles.. Unauthorized reproduction or distribution of this Ate Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:49:04 on 0511012006 under order No,1000222556_1 which expires on 2/1 W2007, and is not for resale. User Notes: (2095533113) continuation of the Work. After such evidence has been furnished, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 12.2 Except for permits and fees, including those required under Section 3.7..1, which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities.. § 2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site.. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.2.4 Information or services required of the Owner by the Contract Documents shall be furnished by the Owner with reasonable promptness. Any other information or services relevant to the Contractor's performance of the Work under the Owner's control shall be furnished by the Owner after receipt from the Contractor of a written request for such information or services.. § 2.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, frec of charge, such copies of Drawings and Project Manuals as are reasonably necessary for execution of the Work.. § 2.3 OWNER'S RIGHT TO STOP THE WORK § 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or persistently fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 5,13.. § 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK § 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven-day period after receipt of written notice from the Owner to commence and continue carrection of such default or neglect with diligence and promptness, the Owner may after such seven-day period give the Contractor a second written notice to correct such deficiencies within a three-day period. If the Contractor within such three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies.. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of corrccting such deficiencies, including Owner's expenses and compensation for the Architect's additional services made necessary by such default, neglect or failure Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect.. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR § 3.1 GENERAL § 3,1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Contractor" means the Contractor or the Contractor'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 obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons other than the Contractor. § 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR § 3.2.1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the AIA Document AM F" — 1997., Copyright b 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document Is protected by US, Copyright Law and International Treatles, 12 Unauthorized reproduction or distribution of this AIA® Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:49:04 on 05/10/2006 under Order No.100022255fi 1 which expires on 2/1612007, and is not for resale. User Notes: (2085533113) Work, as well as the information furnished by the Owner pursuant to Section 2.2.,3, shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it.. These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, any errors, inconsistencies or omissions discovered by the Contractor shall be reported promptly to the Architect as a request for information in such form as the Architect may requi€e. § 3.2.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the Architect, but it is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents. The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations, but any nonconformity discovered by or made known to the Contractor shall be reported promptly to the Architect.. § 3.2.3 If the Contractor believes that additional cost or time is involved because of clarifications or instructions issued by the Architect in response to the Contractor's notices or requests for information pursuant to Sections 3.2.1 and 3.2.2, the Contractor shall make Claims as provided in Sections 4.3.6 and 43 T If the Contractor fails to perform the obligations of Sections .3.2.1 and 3.22, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. The Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents or for differences between field measurements or conditions and the Contract Documents unless the Contractor recognized such error, inconsistency, omission or difference and knowingly failed to report it to the Architect § 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention.. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures.. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any resulting loss or damage.. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors.. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work.. § 3A LABOR AND MATERIALS § 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3A.2 The Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order. § 14.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract.. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them, AIA Document A201 T0--1997. Copyright © 1911, 1915, 1918, 1925, 1937. 1951, 1958, 1961, 1963, 1866, 1970, 1976, 1987 and 1997 by The American Institute of Archileds. All rights reserved. WARNING: This Ale Document Is protected by U.S. Copyright Law and International Treaties. 13 Unauthorized reproduction or distribution of this AIA° Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:49:04 an 0511MG06 under Carder No..1000222556_1 which expires an 211612007, and Is not for resale, User Notes: (2005533113) § 3.5 WARRANTY § 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents.. Work not conforming to these requirements, including substitutions not properly approved and authorized, maybe considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment.. § 3,6 TAXES § 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective Or merely scheduled to go into effect. § 3.7 PERMITS, PEES AND NOTICES § 31.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally required when bids are received or negotiations concluded.. § 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Architect and Owner in writing, and necessary changes shall be accomplished by appropriate Modification § 3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect and Owner, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.0 ALLOWANCES § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection § 3.8.2 Unless otherwise provided in the Contract Documents: .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8..2.1 and (2) changes in Contractor's costs under Section 3.8.2.2. § 3,8.3 Materials and equipment under an allowance shall be selected by the Owner in sufficient time to avoid delay in the Work. § 3,9 SUPERINTENDENT § 3,9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor„ Important AIA Document A201 "'—1997., Copyright 01911, 1915, 1918. 1925, 1937, 1951, 1950, 1961. 1963, 1966, 1970, 1976, 1997 and 1997 by The American Institute of Architects,. All rights reserved. WARNING: This Al a Document Is protected by U5, copyright Law and International Treaties. 14 Unauthorized reproduction or distribution of this Ale Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16A9:04 on 05110/2006 under Order No 1000222556_1 which expires on 211612007, and is not for resale User Notes: (2085533113) communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. § 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES § 3.10,1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work.. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. § 3.10.2 The Contractor shall prepare and keep current, for the Architect's approval, a schedule of submittals which is coordinated with the Contractor's construction schedule and allows the Architect reasonable time to review submittals. § 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. § 3.11 DOCUMENTS AND SAMPLES AT THE SITE § 3,11.1 The Contractor shall maintain at the site f'or the Owner one record copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to record field changes and selections made during construction, and one record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work.. § 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES § 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work.. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3,12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. § 3,12A Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required by the Contract Documents the way by which the, Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Architect is subject to the limitations of Section 4.2.7. informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals which are not required by the Contract Documents may be returned by the Architect without action. § 3.12,5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors.. Submittals which are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Architect without action.. § 3.12.6 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents, § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. AIA Document A201 ru — 1997. Copyright 0 1911, 1915, 1918. 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute o1 Architects. All rights reserved WARNING.,: This AIAO Document Is protected by US, Copyright Law and International Treaties. � � Unauthorized reproduction or distribution of this AIAe Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the taw.This document was produced by AIA sallware at 16.49:04 on 05110/2006 under Order No,1000222556_1 which expires on 211612007, and is not for resale User Notes: (2005533113) § 312.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof'. § 112.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written notice the Architect's approval of a resubmission shall not apply to such revisions.. § 3,12,10 The Contractor shall not be required to provide professional services which constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law.. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect The Owner and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided the Owner and Architect have specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract Documents. § 3,13 USE OF SITE § 3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the site with materials or equipment.. § 3.14 CUTTING AND PATCHING § 3.14.1 The Contractor shall be, responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. § 3.142 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation.. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld.. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work.. § 3,15 CLEANING UP § 115.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's totals, construction equipment, machinery and surplus materials. § 3,15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the cost thereof shall be charged to the Contractor.. AIA Document A201 "'—1997.. Copyright Q51911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Insillute of Architects. All rights reserved.. WARNING: This Ale Document Is protected by U.S. Copyright Law and International Treaties.. 1 fi Unauthorized reproduction or distribution of this AIA`r Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law This document was produced by AIA software at 16:49:04 on owl wom under Order No. 10o0222556_1 which expires on 211612007, and is not for resale User Notes: (2085533113) § 3.16 ACCESS TO WORT( § 3,16A The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located.. § 3.17 ROYALTIES, PATENTS AND COPYRIGHTS § 3,17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect § 3.18 INDEMNIFICATION § 3,18.1 To the fullest extent permitted by law and to the extent claims, damages, losses or expenses are not covered by Project Management Protective Liability insurance purchased by the Contractor in accordance with Section 11.3, the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not Iimited 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 acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder.. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this 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 they may be liable, the indemnification obligation under Section 3.18A shall not be Iimited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ADMINISTRATION OF THE CONTRACT § 4.1 ARCHITECT § 4.1.1 The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect" means the Architect or the Architect's authorized representative. § 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect Consent shall not be unreasonably withheld, § 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a new Architect against whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the former Architect § 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT § 4,21 The Architect will provide administration of the Contract as described in the Contract Documents, and will be an Owner's representative (1) during construction, (2) until final payment is due and (3) with the Owner's concurrence, from time to time during the one-year period for correction of Work described in Section 122. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified in writing in accordance with other provisions of the Contract. § 4.2.2 The Architect, as a representative of the Owner, will visit the site at intervals appropriate to the stage of the Contractor's operations (1) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and AIA Document A201 T11--1997, Copyright Q 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1975, 1987 and 1997 by The American Institute of Architects. All rights reserved, WARNING. This AIA" Document is protected by U.S, Copyright Law and international Treaties.. Unauthorized reproduction or distribution of this AIAfD Document, or any portion of it, may result In severe civil and criminal penalties, and will be 117 prosecuted to the maximum extent possible under the law. This doCUMEnt was produced by AIA software at 16.49:04 on 06PI0/2006 under Order No.1000222556_1 which expires an 211612007. and is not for resale User Notes: (2085533113) deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work_ The Architect will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Section 3..3.1. § 4.2.3 The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work.. § 4.2.4 Communications Facilitating Contract Administration. Except as otherwise provided in the Contract Documcntss or when direct communications have been specially authorized, the Owner and Contractor shall endeavor to communicate with each other through the Architect about matters arising out of or relating to the Contract.. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner.. § 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.2.6 The Architect will have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 4.2.7 The Architect will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12 The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures.. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component.. § 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work as provided in Section 7,4, § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, will receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. § 4,210 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. AIA Document A201 Tu -• 1997. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 19fi3, 196fi, 1970, 1976, 1987 and 1997 by The American Inslilule of Architects,. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties.. 18 Unauthorized reproduction or distrlbullon of this AIA° Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law This document was produced by AIA software at 16:49:04 an 05/1012006 under Order No..1000222S56_1 which expires an 2I1612007, and Is net for resale, User Notes: (2085533113) § 4.2.11 The Architect will interpret and decide matters concerning performance under and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If no agreement is made concerning the time within which interpretations required of the Architect shall be furnished in compliance with this Section 4 2, then delay shall not be recognized on account of failure by the Architect to furnish such interpretations until 15 days after written request is made for them § 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and initial decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions so rendered in good faith § 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.3 CLAIMS AND DISPUTES § 4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of Contract terms, payment of money, extension of time or other relief with respect to the terms of the Contract. The term "Claim' also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. Claims must be initiated by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim.. § 4.3,2 Time Limits on Claims. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later.. Claims must be initiated by written notice to the Architect and the other party.. § 4.3.3 Continuing Contract Performance. Pending final resolution of a Claim except as otherwise agreed in writing or as provided in Section 9.7..1 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents, § 4.3.4 Claims for Concealed or Unknown Conditions If conditions are encountered at the site which are (1) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect will promptly investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall so notify the Owner and Contractor in writing, stating the reasons. Claims by either party in opposition to such determination must be made within 21 days after the Architect has given notice of the decision. If' the conditions encountered are materially different, the Contract Sum and Contract Time shall be equitably adjusted, but if the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the adjustment shall be referred to the Architect for initial determination, subject to further proceedings pursuant to Section 4.4. § 4.3.5 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum, written notice. as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.6. § 4.3.6 If the Contractor believes additional cost is involved for reasons including but not limited to (1) a written interpretation from the Architect, (2) an order by the Owner to stop the Work where the Contractor was not at fault, (3) a written order for a minor change in the Work issued by the Architect, (4) failure of payment by the Owner, (5) termination of the Contract by the Owner, (6) Owner's suspension or (7) other reasonable grounds, Claim shall be filed in accordance with this Section 43 AIA Document A201 Tu —1997. Copyright @ 1911, 1915, 1916, 1925, 1937, 1951, 1956, 1961. 1963, 1966, 1970, 1976, 1967 and 1997 by The American Institute of Architects All rights reserved. WARNING: This Ale Document Is protected by U.S. Copyright Law and International Treaties.. 19 Unauthorized reproduction or distribution of this AIA° Document, or any portion of It, may result In severe civil and criminal penalties, .and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:49:04 an 05/1012006 under Girder No.1000222556_7 which expires on 2116l2007, and is not for resale. User Notes: (2095533113) § 4,17 Claims for Additional Time § 4.3.7.1 if the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be given.. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work In the case of a continuing delay only one Claim is necessary. § 43.71 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction.. § 4.3.8 Injury or Damage to Person or Property, If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter.. § 4.3.9 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. § 4.3.10 Claims for Consequential Damages.. The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes: .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Section 4 110 shall be deemed to preclude an award of liquidated direct damages, when applicable, in accordance with the requirements of the Contract Documents. § 4.4 RESOLUTION OF CLAIMS AND DISPUTES § 4.4.1 Decision of Architeet. Claims, including those alleging an error or omission by the Architect but excluding those arising under Sections 10.3 through 10 5, shall be referred initially to the Architect for decision. An initial decision by the Architect shall be required as a condition precedent to mediation, arbitration or litigation of all Claims between the Contractor and Owner arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Architect with no decision having been rendered by the Architect. The Architect will not decide disputes between the Contractor and persons or entities other than the Owner.. § 4.4.2 The Architect will review Claims and within ten days of the receipt of the Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Architect is unable to resolve the Claim if the Architect lacks sufficient information to evaluate the merits of the Claim or if the Architect concludes that, in the Architect's sole discretion, it would be inappropriate for the Architect to resolve the Claim.. § 4.4.3 In evaluating Claims, the Architect may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Architect in rendering a decision, The Architect may request the Owner to authorize retention of such persons at the Owner's expense. § 4AA If the Architect requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such requcst, and shall either provide a response on the requested supporting data, advise the Architect when the response or supporting data will be furnished or advise the Architect that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Architect will either reject or approve the Claim in whole or in part. AIA document A201 Z" —1997. Copyright 01911, 1915, 191 & 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects, All rights reserved, WARNING: This AtA1° document is protected by U.S_ Copyright Law and inlernalional Treaties. 20 Unauthorized reproduction or distribution of this AIA1° document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 16:A9:04 on 05110/2006 under larder No 100022255E_1 which expires on 211612007. and is not for resale User Notes: (2085533113) § 4A.5 The Architect will approve or reject Claims by written decision, which shall state the reasons therefor and which shall notify the parties of any change in the Contract Sum or Contract Time or both. The approval or rejection of a Claim by the Architect shall be final and binding on the parties but subject to mediation and arbitration. § 4A.6 When a written decision of the Architect states that (1) the decision is final but subject to mediation and arbitration and (2) a demand for arbitration of a Claim covered by such decision must be made within 30 days after the date on which the party malting the demand receives the final written decision, then failure to demand arbitration within said 30 days' period shall result in the Architect's decision becoming final and binding upon the Owner and Contractor.. If the Architect renders a decision after arbitration proceedings have been initiated, such decision may be entered as evidence, but shall not supersede arbitration proceedings unless the decision is acceptable to all parties concerned.. § 4.4.7 Upon receipt of a Claim against the Contractor or at any time thereafter, the Architect or the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim, If the Claim relates to a possibility of a Contractor's default, the Architect or the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy.. § 4A.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the Claim by the Architect, by mediation or by arbitration § 4.5 MEDIATION § 4.5,1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those waived as provided for in Sections 4.110, 9.10A and 9..10.5 shall, after initial decision by the Architect or 30 days after submission of the Claim to the Architect, be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. § 4.5,2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other party to the Contract and with the American Arbitration Association. The request may be made concurrently with the filing of demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. § 4.5.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 4.6 ARBITRATION § 4.6.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those waived as provided for in Sections 4.3.10, 9.10A and 9..10.5, shall, after decision by the Architect or 30 days after submission of the Claim to the Architect, be subject to arbitration.. Prior to arbitration, the parties shall endeavor to resolve disputes by mediation in accordance with the provisions of Section 4.5.. § 4.6.2 Claims not resolved by mediation shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect, The demand for arbitration shall be filed in writing with the other party to the Contract and with the American Arbitration Association, and a copy shall be filed with the Architect, § 4.6.3 A demand for arbitration shall be made within the time limits specified in Sections 4.4.6 and 4..6 1 as applicable, and in other cases within a reasonable time after the Claim has arisen, and in no event shall it be, made after the date when institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute of limitations as determined pursuant to Section 11T AIA Document A201 TM —1997. Copyright @ 1911, 1915, 1918. 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1907 and I997 by The American Institute of Architects. All rights reserved, WARNING: This AIA" Document Is protected by U S. Copyright Law and International Treaties, 21 Unauthorized reproduction or distribution of this AEA" Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:49:04 on 05/10/2006 under Order No 1000222556_1 which expires on 211612007. and is not for resale.. User Notes: (2085533113) § 4.6.4 Limitation on Consolidation or Joinder. No arbitration arising out of or relating to the Contract shall include, by consolidation ar joinder or in any other manner, the Architect, the Architect's employees or consultants, except by written consent containing specific reference to the Agreement and signed by the Architect, Owner, Contractor and any other person or entity sought to be joined. No arbitration shall include, by consolidation or joinder or in any other manner, parties Other than the Owner, Contractor, a separate contractor as described in Article 6 and other persons substantially involved in a common question of fact or law whose presence is required if complete relief is to be accorded in arbitration, No person or entity other than the Owner, Contractor or a separate contractor as described in Article 6 shall be included as an original third party or additional third party to an arbitration whose interest or responsibility is insubstantial. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of a Claim not described therein or with a person or entity not named or described therein.. The foregoing agrecment to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 4.6.5 Claims and Timely Assertion of Claims., The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. § 4.6.6 Judgment on Final Award_ The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof ARTICLE 5 SUBCONTRACTORS § 5.1 DEFINITIONS § SAA A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor.. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor.. § 5.1.2 A Sub -subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site.. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub - subcontractor. § 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK § 5.21 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect will promptly reply to the Contractor in writing stating whether or not the Owner or the Architect, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Architect to reply promptly shall constitute notice of no reasonable objection.. § 5.2,2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work,. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 12.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitute. AIA Document A201 TM —1997,. Copyright Q 1911, 1915, 191 S, 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All tights reserved. WARNING: This Ale Document is protected by U, S. Copyright taw and International Treaties. Unauthorized reproduction or distribution of this AIAO' Document, or any portion of it, may result in severe civil and criminal penalties, and will be 22 prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 16:4924 on 05110/2006 under Order No 1000222556_1 which expires on 2116I2007. and is nut for resaie. User Notes: (2085533113) § 53 SUBCONTRACTUAL RELATIONS § 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of tine Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may be at variance with the Contract Documents.. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub -subcontractors. § 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that: .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcontractor and Contractor in writing; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. § 5A.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. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation, if the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Section 43.. § 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner -Contractor Agreement.. § 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them.. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement„ The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. § 6.1.4 finless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article .3, this Article 6 and Articles 10, 11 and 12. § 6.2 MUTUAL RESPONSIBILITY § 6,21 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. AIA Document A201*m —1997. Copyright 0 1911,1915, 1918. 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute at Architects. All rights reserved.. WARNING; This AIA" Document Is protected by U.S.. Copyright Law and International Treacles. 23 Unauthorized reproduction or distribution of this Al a document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:49D4 on 05M 0/2006 under Order No 1000222556_1 which expires on 2/1612007. and is not for resale User Notes: (2085533113) § 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable, § 6.2.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a separate contractor because of delays, improperly timed activities or defective construction of the Contractor. The Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the Work or defective construction of a separate contractor.. § 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10 2,5. § 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section .3.14 § 63 OWNER'S RIGHT TO CLEAN UP § 6.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Architect will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7.1 GENERAL § 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. § 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. § 7.13 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work„ § 7.2 CHANGE GIRDERS § 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and Architect, stating their agreement upon all of the following: A change in the Work; .2 the amount of the adjustment, if any, in the Contract Sum; and .3 the extent of the adjustment, if any, in the Contract Time. § 7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Section 7..3.3.. § 7.3 CONSTRUCTION CHANGE DIRECTIVES § T.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly., § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. AIA Document A201 ru ,1997, Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved.. WARNING. This Ale Document Is protected by U.S. Copyright Law and International Treaties., 24 Unauthorized reproduction or distribution of this AIA° Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.. This document was produced by AIA software at 15:49:04 an (15110/2006 under Order No..1000222556_1 which expires on 211612007. and Is not for resale User Notes: (2085533113) § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: ,1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 unit prices stated in the Contract Documents or subsequently agreed upon; .3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or A as provided in Section 7.3.6. § 7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time.. § 7.3.5 A Construction Change Directive signed by the Contractor indicates the agreement of the Contractor therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order, § 7.16 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall be determined by the Architect on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit.. In such case, and also under Section 73.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data, Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 73.6 shall be limited to the following: .1 costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance; .2 costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .3 rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and .5 additional costs of supervision and field office personnel directly attributable to the change. § 7.3.7 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change which results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change.. § 7.3.8 Pending final determination of the total cost of a Construction Change Directive to the Owner, amounts not in dispute for such changes in the Work shall be included in Applications for Payment accompanied by a Change Order indicating the parties' agreement with part or all of such costs. For any portion of such cost that remains in dispute, the Architect will make an interim determination for purposes of monthly certification for payment for those costs.. That determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a claim in accordance with Article 4. § 7,19 When the Owner and Contractor agree with the determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order.. § 7.4 MINOR CHANGES IN THE WORK § TV The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents.. Such changes shall be effected by written order and shall be binding on the Owner and Contractor.. The Contractor shall carry out such written orders promptly. AIA Document A201w—1997,. Copyright 0 1911, 1915, 1918, 1925, 1937. 1951, 1958, 1961, 1963, 1966. 1970, 1976, 1987 and 1997 by The American Institute of Architects„ All rights reserved,. WARNING: This AIA" Document is protected by U.S.. Copyright Law and International Treaties. 25 Unauthorized reproduction or distribution of this AIA° Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:49:04 on 05110I2006 under Order No 1000222555 1 which expires on 2l1612007. and is not for resale. User Notes: (2085533113) ARTICLE 8 TIME § 8,1 DEFINITIONS § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9 8. § 8.1.4 The terra "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 PROGRESS AND COMPLETION § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work„ § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless the date of commencement is established by the Contract Documents or a notice to proceed given by the Owner, the Contractor shall notify the Owner in writing not less than five days or other agreed period before commencing the Work to permit the timely filing of mortgages, mechanic's liens and other security interests. § 823 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.3 DELAYS AND EXTENSIONS OF TIME § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control, or by delay authorized by the Owner pending mediation and arbitration, or by other causes which the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. § &3.2 Claims relating to time shall be made in accordance with applicable provisions of Section 43.. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other 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, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents, § 9.2 SCHEDULE OF VALUES § 9.2.1 Before the first Application for Payment, the Contractor shall submit to the Architect a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Architect may require This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 9.3 APPLICATIONS FOR PAYMENT § 9.31 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment for operations completed in accordance with the schedule of values.. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to AIA Document A201TM —1997. Copyright 01941, 1915, 1918, 1925, 1937, 1951, 1956, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects, All rights reserved,. WARNING: This AIO Document is protected by U.S. Copyright Law and International Treaties., 26 Unauthorized reproduction or distribution of this AIA`° Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.. This document was produced by AIA software at 16:49:04 on 0511012006 under Order No. t 000222556 1 which expires on 211612007. and is not for resale User Notes: — (2085533113) payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for in the Contract Documents. § 9.3.1.1 As provided in Section 7.18, such applications may include requests for payment on account of changes in the Work which have been properly authorized by Construction Change Directives, or by interim determinations of the Architect, but not yet included in Change Orders. § 9.3.1.2 Such applications may not include requests for payment for portions of the Work for which the Contractor does not intend to pay to a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay.. § 9.3.2 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 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 Iaer than the time of payment The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. § 9.4 CERTIFICATES FOR PAYMENT § 9AA The Architect will, within seven days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9 5.1. § 9A,2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents.. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified.. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on - site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum.. § 9.5 DECISIONS TO WITHHOLD CERTIFICATION § 9�51 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Section 9A.2 cannot be made.. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.32, because of: A defective Work not remedied; AIA Document A20iT" —1997.. Copyright ©1911, 1915, 1918. 1925. 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976, 19B7 and 1997 by The American Institute of Architects,. All rights reserved.. WARNING, This AIA" Document Is protected by U.S.. Copyright Law and International Treaties.. 27 Unauthorized reproduction or distribution of this AIA" Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, Thfs document was produced by AIA software at 16:49:04 on 0511012006 under Order No 1000222556_1 which expires on 2116/2007. and is not for resale.. User Notes: (2085533113) .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment, .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or another contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 persistent failure to carry out the Work in accordance with the Contract Documents.. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld.. § 9.6 PROGRESS PAYMENTS § 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect.. § 9,6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub -subcontractors in a similar manner. § 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor., § 9.6.4 Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law, § 9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Paymcnt, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents.. § 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be he]d by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, shall create any fiduciary Iiability or tort liability on the part of the Contractor for breach of trust or shall entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision.. § 9.7 FAILURE OF PAYMENT § 9.7.1 if the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount certified by the Architect or awarded by arbitration, then the Contractor may, upon seven additional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received., The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut -down, delay and start-up, plus interest as provided for in the Contract Documents, AIA Document A201 Tu —1997, Copyright © 1911, 1915, 1918. 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved,. WARNING: This AIA" Document is protected by U,S. Copyright Law and International Treaties. 28 Unauthorized reproduction or distribution of this AIA/° Document, at any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the taw, This document was produced by AIA software at 16AB:04 an 05/10/2006 under Order No,1000222556_1 which expires on 211612007. and is not for resale User Notes: (2085533113) § 9.8 SUBSTANTIAL COMPLETION § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof' is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment.. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents, § 9,8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof fbr its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion.. § 9.8A When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, beat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate.. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of'the Contract Documents.. § 9.9 PARTIAL OCCUPANCY OR USE § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Section 1 I ..4. f ..5 and authorized by public authorities having jurisdiction over the Work.. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9..8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents § 9.10 FINAL COMPLETION AND FINAL PAYMENT § 910.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on -site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in AIA Document A201 T" —1997. Copyright Q 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 197o, 1976, 1987 and 1997 by The American Institute of Architects, All rights reserved. WARNING: This AIO Document Is protected by U,S Copyright Law and International Treaties.. Unauthorized reproduction or distribution of this AIA" Document, or any portion of It, may result In severe civil and criminal penalties, and will 6e 29 prosecuted to the maximum extent possible under the law.. This document was produced by AIA software at 16:49:04 on 05/1012006 under Order No 1000222556_i which expires on 2/1612007, and is not for resale User Notes: (2085533113) the final Certificate is due and payable.. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 3 10 2 as precedent to the Contractor's being entitled to final payment have been fulfilled § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner.. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien.. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. § 9.10.3 if, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted.. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prier to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims § 9.10A The making of final payment shall constitute a waiver of Claims by the Owner except those arising from: .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 SAFETY PRECAUTIONS AND PROGRAMS § 10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract § 10.2 SAFETY OF PERSONS AND PROPERTY § 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: A employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub - subcontractors; and ,3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction,. § 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. AIA Document A201TM —1997. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976. 1987 and 1997 by The American Institute of Architects. All rights reserved.. WARNING: This AIA' Document Is protected by U.S.. Copyright Law and International Treaties 30 Unauthorized reproduction or distribution of this AIAr' document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16,,49:04 on 05/1012006 under Order No..10002-22556_1 which expires on 2/1612007, and is not for resale User Notes: (2085533113) § 10.5 If, without negligence on the part of the Contractor, the Contractor is held liable for the cost of'remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred. § 10.6 EMERGENCIES § 10.6.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Section 4.3 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 CONTRACTOR'S LIABILITY INSURANCE § 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor's operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: .1 claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be perfarnted; 2 claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; .3 claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; A claims for damages insured by usual personal injury liability coverage; .5 claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; ,6 claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; J claims for bodily injury or property damage arising out of completed operations; and ,8 claims involving contractual liability insurance applicable to the Contractor's obligations under Section 3.18.. § 11.1.2 The insurance required by Section 11 1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims -made basis, shall be maintained without interruption from date of commencement of the Work until date of final payment and termination of any coverage required to be maintained after final payment. § 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force after final payment and are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Section 9.10.2.. Information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor with reasonable promptness in accordance with the Contractor's information and belief. § 11.2 OWNER'S LIABILITY INSURANCE § 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance, § 11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE § 11.3.1 Optionally, the Owner may require the Contractor to purchase and maintain Project Management Protective Liability insurance from the Contractor's usual sources as primary coverage for the Owner's, Contractor's and Architect's vicarious liability for construction operations under the Contract. Unless otherwise required by the Contract Documents, the Owner shall reimburse the Contractor by increasing the Contract Sum to pay the cost of purchasing and maintaining such optional insurance coverage, and the Contractor shall not be responsible for purchasing any other liability insurance on behalf of the Owner, The minimum limits of liability purchased with such coverage shall be equal to the aggregate of the limits required for Contractor's Liability Insurance under Sections 11 1..1,2 through 11.1.1.5, AIA Document A201 h'-1997.. copyright O 1911, 1915, 1918. 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1975, 1987 and 1997 by The American Institute of Architects. All rights reserved, WARNING: This AIA" Document Is protected by U S. copyright Law and International Treaties. 32 Unauthorized reproduction or distribution of this AIA° Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 16:49:04 on osli wom under Order No.1000222556_i which expires on 211612007, and Is not for resale User Notes: (2085533113) § 11.3.2 To the extent damages are covered by Project Management Protective Liability insurance, the Owner, Contractor and Architect waive all rights against each other for damages, except such rights as they may have to the proceeds of such insurance The policy shall provide for such waivers of subrogation by endorsement or otherwise.. § 11.3.3 The Owner shall not require the Contractor to include the Owner, Architect or other persons or entities as additional insureds on the Contractor's Liability Insurance coverage under Section 1 I .L § 11.4 PROPERTY INSURANCE § 11.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder's risk "all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 1 IA to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub - subcontractors in the Project. § 11.4.1,1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect's and Contractor's services and expenses required as a result of'such insured lass.. § 11.4.1.2 If the Owner does not intend to purchase such property insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Contractor in writing prior to commencement of the Work,. The Contractor may then effect insurance which will protect the interests of the Contractor, Subcontractors and Sub -subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, without so notifying the Contractor in writing, then the Owner shall bear all reasonable costs properly attributable thereto. § 11A 1n3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles. § 11.4.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit § 11.4.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise.. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance.. § 11.4.2 Boiler and Machinery Insurance.. The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub -subcontractors in the Work, and the Owner and Contractor shall be named insureds. § 11.4.3 boss of Use Insurance. The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. AIA Documeni A201 TM —1997. Copyright (D 1911, 1915, 1918, 1925. 1937, 1951, 1958, 1951, 1963, 1966, 1970, 1976, 1967 and 1997 by The American Institute at Architects.. All rights reserved WARNING. This Ate Document Is protected by U.S.. Copyright Law and International Treaties Unauthorized reproduction or distribution of this Ale Document, or any portion of 11, may result In severe civil and criminal penalties, and will be 33 prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 16:49:04 on 0511012006 under Order No 1000222556_I which expires on 2J1612007, and is not for resale User Notes: (2085533113) § 11.4.4 If the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order, § 11,4,5 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, the Owner shall waive all rights in accordance with the terms of Section 1 1..4.7 for damages caused by fire or other causes of loss covered by this separate property insurance. All separate policies shall provide this waiver of subrogation by endorsement or otherwise. § 11A.6 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Section 11.4.. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days' prior written notice has been given to the Contractor § 11.4.7 Waivers of Subrogation. 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, and (2) the Architect, Architect's consultants, separate contractors described in Article 6, if any, and any of their subcontractors, sub -subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.4 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect; Architect's consultants, separate contractors described in Article 6, if any, and the subcontractors, sub -subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein.. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged § 11,4,8 A loss insured under Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.4..10. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub -subcontractors in similar manner.. § 11.4,9If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or in accordance with an arbitration award in which case the procedure shall be as provided in Section 4..6., if after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7. § 11.4.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the Owner's exercise of this power; if such objection is made, the dispute shall be resolved as provided in Sections 4.5 and 4.6. The Owner as fiduciary shall, in the case of arbitration, make settlement with insurers in accordance with directions of the arbitrators. If distributon of insurance proceeds by arbitration is required, the arbitrators will direct such distribution. § 11.5 PERFORMANCE BOND AND PAYMENT BOND § 11.51 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. AIA Document A201 m —1997. Copyright Q 1911, 1915, 191 B. 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved, WARNING: This Ale Document is protected by U.S. copyright Law and International Treaties. 34 Unauthorized reproduction or distribution of this AIAP Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 16:49:04 on 05/1012006 under Order No 1000222556_1 which expires on 211612007. and is not for resale User Notes: (2085533113) § 11.5.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy to be made. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 UNCOVERING OF WORK § 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Architect, be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. § 12.1.2 If a portion of the Work has been covered which the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor.. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense, If such Work is not in accordance with the Contract Documents, correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. § 12.2 CORRECTION OF WORK § 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION § 12.2.1.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed.. Costs of correcting such rejected Work, including additional testing and inspections and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense„ § 12.2.2 AFTER SUBSTANTIAL COMPLETION § 12.2.2,1 In addition to the Contractor's obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9 1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty.. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.4. § 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual performance of the Work. § 12.12,3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2, § 12.2.3 The Contractor shall remove from the site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12.2,4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents § 12.2,5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents.. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract AIA Document A201 T"—1997.. Copyright 01911, 1915, 1918. 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document Is protected by US, Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of 1t, may result in severe civil and criminal penalties, and will be 35 prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:49:04 on 05/1012006 under Order No. 1000222556_i which expires Gn 2Ji 6/2007, and is not for resale. User Notes: (2065533113) Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. § 12.3 ACCEPTANCE OF NONCONFORMING WORK § 12.3.1 If the Owner prefers to accept Work which is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable Such adjustment shall be effectcd whether or not final payment has been made.. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 GOVERNING LAW § 13.1.1 The Contract shall be governed by the law of the place where the Project is located. § 13.2 SUCCESSORS AND ASSIGNS § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.22, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract.. § 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to an institutional lender providing construction financing for the Project In such event, the lender shall assume the Owner's rights and obligations under the Contract Documents, The Contractor shall execute all consents reasonably required to facilitate such assignment.. § 13.3 WRITTEN NOTICE § 13.3.1 Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by registered or certified mail to the last business address known to the party giving notice. § 13.4 RIGHTS AND REMEDIES § 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law„ § 13.41 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing.. § 13S TESTS AND INSPECTIONS § 13,5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time.. Unless otherwise provided, the Contractor shall snake arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures The Owner shall bear costs of tests, inspections or approvals which do not become requirements until after bids are received or negotiations concluded. § 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5..1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures, Such costs, except as provided in Section 115.3, shall be at the Owner's expense. AIA Document A201 r+-1997., Copyright @ 1911, 1915, 191 B, 1925, 1937, 1951, 195B, 1961, 1963. 1966, 1970, 1976, t 9B7 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® document Is protected by U.S. Copyright Law and International Treaties. 36 Unauthorized reproduction or distribution of this AIA° Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:49:04 on 0511012006 under Order No 10002-22556_1 which expires on 2/1612007, and Is not for resale. User Notes: (2DB5533113) § 13.5.3 If'such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure, including those of repeated procedures and compensation for the Architect's services and expenses shall be at the Contractor's expense § 13.54 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. § 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing § 13.5,6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13,6 INTEREST § 13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. § 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD § 13.7.1 As between the Owner and Contractor: .1 Before Substantial Completion. As to acts or failures to act occurring prior to the relevant date of Substantial Completion, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than such date of Substantial Completion; 2 Between Substantial Completion and Final Certificate for Payment. As to acts or failures to act occurring subsequent to the, relevant date of Substantial Completion and prior to issuance of the final Certificate for Paymcnt, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of issuance of the final Certificate for Payment; and .3 After Final Certificate for Payment As to acts or failures to act occurring after the relevant date of issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of any act or failure to act by the Contractor pursuant to any Warranty provided under Section 3.5, the date of any correction of the Work or failure to correct the Work by the Contractor under Section 12 2, or the date of actual commission of any other act or failure to perform any duty or obligation by the Contractor or Owner, whichever occurs last. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 TERMINATION BY THE CONTRACTOR § 14.1.1 The Contractor may terminate the Contract if the, Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontractor, Sub -subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: 1 issuance of an order of a court or other public authority having jurisdiction which requires all Work to be stopped; 2 an act of government such as a declaration of national emergency which requires all Work to be stopped; .3 because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 the Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Section 2.2.1. § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor, Sub -subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work AIA Document A201'rm—1997.. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 19B7 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This Al a Document Is protected by U S, Copyright Law and International Treaties., 37 Unaulhorlxed reproduction or distribution of this AIA® Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law This document was produced by AIA software at 16A9:04 on 05110Y2006 under Order No.1000222556 1 which expires on 2/1612007, and is not for resalo. User Notes: _ (2085533113) by the Owner as described in Section 14,3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less.. § 14.1.3 If one of the reasons described in Section 14.. L I or 14.1.2 exists, the Contractor may, upon seven days' written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable overhead, profit and damages § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has persistently failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. § 14.2 TERMINATION BY THE OWNER FOR CAUSE § 14.2,1 The Owner may terminate the Contract if the Contractor: .1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents.. § 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Architect that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 accept assignment of subcontracts pursuant to Section 5.4; and .3 finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished.. § 14,2A If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Architect, upon application, and this obligation for payment shall survive termination of the Contract § 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14,3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent: A that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract AIA Document A26t u-1997.. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document Is protected by U.S. Copyright Law and International Treaties, 38 Unauthorized reproduction or distribution of this AIA° Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:49:04 on 05/1W006 under Order No 1000222556_1 which expires on 2/1612007. and is not for resale. User Notes: (2085533113)