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~.AIA Document 8141" -1997 Part 1
Standard Form of Agreement Between Owner and Architect
with Standard Form of Architect's Services
TABLE OF ARTICLES
1.1 INITIAL INFORMATION
1.2 RESPONSIBILITIES OF THE PARTIES
~E"I)'I~EN the;ArcI1He;(;t'~(;lient identified as the Owner:
(Name, address, and other information)
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 AlA 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 AlA text.
This document has important
legal consequences.
Consultation with an attorney
is encouraged with respect to
its completion or modification.
1.3 TERMS AND CONDITIONS
1.4 SCOPI;QfSI;R,V1CES,AND OTHER SPECIAL TERMS AND CONDITIONS
1.5 COMPENSATION
AGREEME,NTll1adea.s of the ,First day of September in the year Two Thousand and
Four
(In words, indicate day, nwn~h and year)
City of Oshkosh
215 Church Avenue
P.O. Box 1130
Oshkosh, WI 54902
and the Architect:
(Name, address and other information)
Potter Lawson, Inc.
15 Ellis Potter Court
Madison, WI 53711
For the following Project:
(Include detailed description of Project)
Oshkosh Police Department
Oshkosh, Wisconsin
Remodeling ofthe former Winnebago County Public Safety Building Lower Level and
First Floor to accommodate the Oshkosh Police Department Space Needs Analysis and
Conceptual Design, dated July 22, 2004.
The Owner and Architect agree as follows:
AlA Document B141TM -1997 Part 1. Copyright @ 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This A1A@ 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 16:46:31 on 02/01/2005 under Order
No.1000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (4240167890)
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ARTICLE 1.1 INITIAL INFORMATION
~ 1.1.1 This Agreement is based on the following information and assumptions.
(Note the disposition for the following items by inserting the requested information or a statement such as "not
applicable," "unknown at time of execution" or "to be determined later by mutual agreement. ")
~ 1.1.2 PROJECT PARAMETERS
~ 1.1.2.1 The objective or use is:
(Identify or describe, if appropriate, proposed use or goals.)
Remodel the former Winnebago County Public Safety Building to accommodate the Oshkosh Police Department.
~ 1.1.2.2 The physical parameters are:
(Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical
reports about the site.)
As described in the Oshkosh Police Department Space Needs Analysis and Conceptual Design dated July 22,2004.
~ 1.1.2.3 The Owner's Program is:
(Identify documentation or state the manner in which the program will be developed.)
~~A!?~.crilJ~<,l~Ilth~,.2~?~?sh Police Department Space Needs Analysis and Conceptual Design dated July 22, 2004.
! 1.1.2.4 The legal parameters are:
(Identify pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions
of the site.)
None
~ 1.1.2.5 The financial parameters are as follows.
.1 Amount of the Owner's overall budgetJor the Project, including the Architect's compensation, is:
$800,000.00
.2 Amount of the Owner's buciget for the Cost of the Work, excluding the Architect's compensation, is:
unknown at time of execution of this Agreement
.~ 1.1.2.6 The tiIlleParameters are:
(Identify, if appropriate, milestone dates, durations or fast track scheduling.)
Unknown at the time of execution ()f this Agreement.
~1.1.2.7 The proposed procurement or delivery method for the Project is:
(Identify method such as competitive bid, negotiated contract, or construction management.)
Unknown at the time of Execution of this Agreement. This will be determined during the Schematic Design Phase
of the project.
! 1.1.2.8 Other parameters are:
(Identify special characteristics or needs of the Project such as energy, environmental or historic preservation
requirements. )
None
AlA Document B141™ -1997 Part 1. Copyright @ 1917,1926,1948,1951,1953,1958,1961,1963,1966, 1967, 1970, 1974,1977,1987 and 1997 byThe
American Institute of Architects. All rights reserved. WARNING: This AlA'" Documen1 is protected by U.S. Copyright Law and International Treaties. 2
Unauthorized reproduction or distribution of this AlA'" 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 16:46:31 on 02/01/2005 under Order
No.1000157217_1 which expires on 1/13/2006, and is not for resale.
User Notes: (4240167890)
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~ 1.1.3 PROJ ECT TEAM
~ 1.1.3.1 The Owner's Designated Representative is:
(List name, address and other infonnation.)
Chief David Erickson
Oshkosh Police Department
420 Jackson Street
P.O. Box 1130
Oshkosh, VVI 54902-1130
~ 1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review
the Architect's submittals to the Owner are:
(List name, address and other infonnation.)
Oshkosh City Manager, Richard VVollangk
~ 1.1.3.3 The OWIler's other consultants and contractors are:
(List discipline' and, if known, identify them by name and address.)
None
~ 1.1.3.4 TheArchitect's Designated Representative is:
(List name, address and other infonnation.)
Michael \\Thaley
15 Ellis Potter Court
Madison, VVI 53711
~ 1.1.3.5 The consultants retained at the Architect'sexpense are:
(List discipline and, if known, identify them by name and address.)
KJVVVV MechanicallElectricaliPl11lJ1pil1g Engineer
~ 1.1.4 Other important initial information is:
None
~ 1.1.5 VVhen the services under this Agreement include contract administration services, the General Conditions of
the~ ~2Iltrac~.~9r C,2P~~~,~9]},.~~~1 be the edition of AlA Document A20l current as of the date of this Agreement,
or as follows: .... .'
~ 1.1.6 TheinformatiQncontained in this Article 1.1 may be reasonably relied upon by the Owner and Architect in
determining the Architect's compensation. Both parties, however, recognize that such information may change and,
in that event, the Owner and the Architect shall negotiate appropriate adjustments in schedule, compensation and
.J:hange in Services in accordance with Section 1.3.3.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
~ 1.2.1 The Owner and the Architect shall cooperate with one another to fulfill their respective obligations under this
Agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project
team.
AlA Document 8141™ -1997 Part 1. Copyright @ 1917,1926,1948,1951,1953,1958,1961,1963,1966, 1967, 1970, 1974,1977,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA"' Document Is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AlA"' 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 16:46:31 on 02/01/2005 under Order
No.1000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (4240167890)
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~ 1.2.2 OWNER
~ 1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely
manner regarding requirements for and limitations on the Project. The Owner shall furnish to the Architect, within
15 days after receipt of a written request, information necessary and relevant for the Architect to evaluate, give
notice of or enforce lien rights.
~ 1.2.2.2 The Owner shall periodically update the budget for the Project, including that portion allocated for the Cost
of the Work. The Owner shall not significantly increase or decrease the overall budget, the portion of the budget
allocated for the Cost of the Work, or contingencies included in the overall budget or a portion of the budget,
without the agreement of the Architect to a corresponding change in the Project scope and quality.
~ 1.2.2.3 The Owner's Designated Representative identified in Section 1.1.3 shall be authorized to act on the
Owner's behalf with respect to the Project. The Owner or the Owner's Designated 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.
~ 1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Section 1.1.3 or authorize
the Architect to furnish them as a Change in Services when such services are requested by the Architect and are
reasonably requited by the scope of the Project.
~ 1.2.2.5 Unless otherwise provided in this Agreement, the Owner shall furnish tests, inspections and reports required
by law or the ContractDocuments, such as structural, mechanical, and chemical tests, tests for air and water
pollution, and tests for hazardous materials.
~ 1.2.2.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may
be reasonably necessary at anytime for the Project to meet the Owner's needs and interests.
~ 1.2.2.7 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or
defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service.
~ 1.2.2.8 The OwnershaJl provide the Architect with a copy of any Agreement regarding the Project between the
Owner and the Contractor or between the Owner and any Owner's representative.
~1.2.3 ARCHITECT
~ 1.2.3.1The services performed by the Architect, Architect's employees and Architect's consultants shall be as
enumerated in Article 104.
~ 1.2.3.2 The Architect's services shall be performed in accordance with the degree of professional skill and care
required by applicable law and 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 servicesWl1icl1jJ]itially shall be consistent with the time periods established in Section 1.1.2.6 and which
shall.be adjusted, if necessary, as the Project proceeds. This schedule shall include allowances for periods of time
required for the Owner's review, for the performance of the Owner's consultants, 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.
~ 1.2.3.3 The Architect's Designated Representative identified in Section 1.1. 3 shall be authorized to act on the
Architect's behalf with respect to the Project.
~ 1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the
Owner, unless withholding such information would violate the law, create the risk of significant harm to the public
or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall
require of the Architect's consultants similar agreements to maintain the confidentiality of information specifically
designated as confidential by the Owner.
AlA Document B141™ -1997 Part 1. Copyright @ 1917,1926,1948,1951,1953,1958,1961,1963,1966, 1967, 1970, 1974,1977,1987 and 1997 by The
American Insti1ute 01 Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. 4
Unauthorized reproduction or distribution of this AlA" 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 16:46:31 on 02/01/2005 under Order
No.1 000157217_1 which expires on 1/13/2006, and is not lor resale.
User Notes: (4240167890)
........
~ 1.2.3.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept
any employment, interest or contribution that would reasonably appear to compromise the Architect's professional
judgment with respect to this Project.
~ 1.2.3.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services, in effect as of
the date of the submission of this project to governmental authorities. The Architect shall respond in the design of
the Project to requirements imposed by governmental authorities having jurisdiction over the Project.
~ 1.2.3.7 The Architect shall be entitled to rely on the accuracy and completeness of services and information
furnished by the Owner. The Architect shall provide prompt written notice to the Owner if the Architect becomes
aware of any errors, omissions or inconsistencies in such services or information.
ARTICLE 1.3 TERMS AND CONDITIONS
~ 1.3.1 COST OF THE WORK
~ 1.3.1.1 The Cost of the Work 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.
~ 1.3.1.2 The Cost of the Work 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.
~ 1.3.1.3 The Cost of the Work 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.
~ 1.3.2 INSTRUMENTS OF SERVICE
~ 1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect
and the Architect's co:q~1Jll!ll1tsare Instruments of Service for use solely with respect to this Project. The Architect
and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service
and shall retain allcQQ1,1!lQnJilw, statutory and other reserved rights, including copyrights.
~ 1.3.2.2 UponexeeUtion of this Agreement, the Architect grants to the Owner a nonexclusive license to reproduce
the Architect's Instruments of $eryi,,~~plely 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 \Vi,thin 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 deelJll~dJ~npinilted 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.
~ 1.3.2.3 Except for the licenses granted in Section 1.3.2.2, 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 1.3.2.2. 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 ofthe 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.
AlA Document B141™ -1997 Part 1. Copyright @ 1917,1926,1948,1951,1953,1958,1961,1963,1966, 1967, 1970, 1974,1977,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA~ Document, or any portion of il, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This documen1 was produced by AlA software at 16:46:31 on 02/01/2005 under Order
No.1000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (4240167890)
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~, .. ~ .,. , '.:,
~ 1.3.2.4 Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise,
copies of documents that may be relied upon by the Owner are limited to printed copies (also known as hard copies)
that are signed or sealed by the Architect. Files in electronic media format of text, data, graphics, or of other types
that are furnished by ARCHITECT TO OWNER are only for convenience of OWNER. Any conclusion or
information obtained or derived from such electronic files will be at the user's sole risk.
(Paragraph deleted)
~ 1.3.2.5 When transferring documents in electronic media format, ARCHITECT makes no representations as to
accuracy, long term compatibility, usability, or readability of documents resulting from the use of software
application packages, operating systems, or computer hardware differing from those used by ARCHITECT in
preparation of these documents.
~ 1.3.2.6 If there is a discrepancy between the electronic files and the hard copies, the hard copies govern.
~ 1.3.3 CHANGE IN SERVICES
~ 1.3.3.1 Change in Services of the Architect, including services required ofthe Architect's consultants, may be
accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing,
if required by circumstances beyond the Architect's control, or if the Architect's services are affected as described in
Section 1.3.3.2. In the absence of mutual agreement in writing, the Architect shall notify the Owner prior to
providing such services. If the Owner deems that all or a part of such Change in Services is not required, the Owner
shall give prompt written notice to the Architect, and the Architect shall have no obligation to provide those
services. Except for a change due to the fault of the Architect, Change in Services of the Architect shall entitle the
Architect to an adjustment in compensation pursuant to Section 1.5.2, and to any Reimbursable Expenses described
in Section 1.3.9.2 and Section 1.5.5.
~ 1.3.3.2 If any ofthe following circumstances affect the Architect's services for the Project, the Architect shall be
entitled to an appropriate adjustment in the Architect's schedule and compensation:
.1 change in the instructions or approvals given by the Owner that necessitate revisions in Instruments
of Service;
.2 enactment or revision of codes, laws or regulations or official interpretations which necessitate
changes to previously prepared Instruments of Service;
.3 decisions of the Owner not rendered in a timely manner;
.4 significant change in the Project including, but not limited to, size, quality, complexity, the Owner's
schedule or budget, or procurement method;
.5 failure of performance on the part of the Owner or the Owner's consultants or contractors;
.6 preparation for and attendance at a public hearing, a dispute resolution proceeding or a legal
proceeding except where the Architect is party thereto;
.7 change in the information contained in Article 1.1.
.8 providing services for design or selection of graphics or signage.
.9 providing services in connection with the procurement of works of art.
~ 1.3.4 MEDIATION
~ 1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party.
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.
~ 1.3.4.2 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
AlA Document B14FM -1997 Part 1. Copyright @ 1917,1926,1948,1951,1953,1958,1961,1963,1966, 1967, 1970, 1974,1977,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA" Document Is protected by U.S. Copyright Law and International Treaties. 6
Unauthorized reproduction or distribution of this AlA'" 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 16:46:31 on 02/01/2005 under Order
No.1000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (4240167890)
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may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in
advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60
days from the date of filing, unless stayed for a longer period by agreement of the parties or court order.
~ 1.3.4.3 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.
~ 1.3.5 ARBITRATION
~ 1.3.5.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
arbitration. Prior to arbitration, the parties shall endeavor to resolve disputes by mediation in accordance with
Section 1.3.4.
~ 1.3.5.2 Claims, disputes and other matters in question between the parties that are 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 this Agreement and with the American Arbitration
Association.
~ 1.3.5.3 A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in
question has arisen. In no event .shall the demand for arbitration be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable
statute of limitations.
~ 1.3.5.4 No arbitration arising out of or relating to this Agreement shall include, by consolidation or joinder or in
any other manner, an additional person or entity not a party to this Agreement, except by written consent containing
a specific reference to this Agreement and signed by the Owner, Architect, and any other person or entity sought to
be joined. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of
any claim, dispute or other matter in question not described in the written consent or with a person or entity not
named ordescrilJed therein. The foregoing agreement to arbitrate and other agreements to arbitrate with an
additional person or entity duly consented to by parties to this Agreement shall be specifically enforceable in
accordance with applicable law in any court having jurisdiction thereof.
~ 1.3.5.5 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.
~ 1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
The Architect and the Owner waive cOI}~equential 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 Section 1.3.8.
~ 1.3.7 MISCELLANEOUS PROVISIONS
~ 1.3.7.1 This Agreement shalllJe governed by the law of the State of Wisconsin.
~ 1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AlA Document A201,
General Conditions of the Contract for Construction, current as of the date of this Agreement.
~ 1.3.7.3 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 oflimitations commence to run any later than the date when the Architect's services are substantially
completed.
~ 1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the 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 AlA
AlA Document 8141™ -1997 Part 1. Copyright @ 1917,1926,1948,1951,1953,1958,1961,1963,1966, 1967, 1970, 1974,1977,1987 and 1997 byThe
American Institute of Architects. All rights reserved. WARNING: This AlA'" Document Is protected by U.S. Copyright Law and International Treaties. 7
Unauthorized reproduction or distribution of this AlA'" 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 16:46:31 on 02/01/2005 under Order
NO.1 000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (4240167890)
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Document A20l, 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.
~ 1.3.7.5 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. The Owner shall include this provision in its contract
with the Contractor.
~ 1.3.7.6 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 form at the Project
site.
~ 1.3.7.7 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.
~ 1.3.7.8 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 not b~required to execute certificates that would require knowledge, services or responsibilities beyond the
scope of this Agreement.
~ 1.3.7.9 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
iIlstit1ltionallen~er providiIlg 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.
~ 1.3.8 TERMINATION OR SUSPENSION
~ 1.3.8.1 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 for
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.
~ 1.3.8.2 If the Project suspended by the Owner for more than 30 consecutive days, 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.
~ 1.3.8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days, the
Arshitect Illay terminate this Agreement by giving not less than seven days' written notice.
~ 1.3.8.4 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.
~ 1.3.8.5 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.
AlA Document B141™ -1997 Part 1. Copyright @1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974,1977,1987 and 1997 by The
American Institute of Archi1eC1s. All rights reserved. WARNING: This AlA'" Document Is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AlA'" 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 16:46:31 on 02/01/2005 under Order
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User Notes: . (4240167890)
8
"',. A.
~ 1.3.8.6 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 1.3.8.7.
~ 1.3.8.7 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 compensated, plus an amount
for the Architect's anticipated profit on the value of the services not performed by the Architect.
~ 1.3.9 PAYMENTS TO THE ARCHITECT
~ 1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly
upon presentation of the Architect's statement of services. 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 has been adjudged to be liable.
~ 1.3.9.2 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses
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;
expense of overtime work requiring higher than regular rates if authorized in advance by the Owner;
.5 renderings, m.odels 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;
reimbursable expenses as designated in Section 1.5.5;
othersiiIDlar direct Project-related expenditures.
S 1.3.9.3 Records ofReil11bursable Expenses, of expenses pertaining to a Change in Services, and of 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.
~ 1.3.9.4 Direct PersOI1I1el 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.
ARTICLE 1.4 . SCQPE QFSEIWICES AND OTHER SPECIAL TERMS AND CONDITIONS
~ 1.4.1 Enumeration of Parts of me Agreement. This Agreement represents the entire and integrated agreement
between the Owner and th~M9hitect and supersedes all prior negotiations, representations or agreements, either
written aroral. This Agreement may be amended only by written instrument signed by both Owner and Architect.
This Agreement comprises the documents listed below.
S 1.4.1.1 Standard Form of Agreement Between Owner and Architect, AlA Document B14l-1997.
~ 1.4.1.2 Standard Form of Architect's Services: Design and Contract Administration, AlA Document B 141-1997, or
as follows:
(List other documents, if any, delineating Architect's scope of services.)
~ 1.4.1.3 Other documents as follows:
(List other documents, if any, forming part of the Agreement.)
AlA Document B141™ -1997 Part 1. Copyright @ 1917,1926,1948,1951,1953,1958,1961,1963,1966, 1967. 1970, 1974,1977,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties.
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'1 ..... ~
~ 1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows:
ARTICLE 1.5 COMPENSATION
~ 1.5.1 For the Architect's services as described under Article lA, compensation shall be computed as follows:
Schematic Design Hourly Not to Exceed $7,000.00
Design Development through Construction Contract Administration to be a Fixed Fee of Sixty Five Thousand
Dollars ($65,000.00), plus all customary reimbursable expenses.
Sales tax on architectural, engineering and interior design services, if mandated by law, would be in addition to the
fee for Basic Services.
~ 1.5.2 If the services of the Architect are changed as described in Section 1.3.3.1, the Architect's compensation shall
be adjusted. Such adjustment shall be calculated as described below or, if no method of adjustment is indicated in
this Section 1.5.2, in an equitable manner.
(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.)
Principal
Project Manager
Project Architect
Project Coordinator
Project Engineer
Interior Designer
Professional Support Staff
Clerical Staff
$ 130.00/Hr.
$90.00-$110.00/Hr.
$75.00-$85.00/Hr.
$75.00-$95.00/Hr.
$85.00-$110.00/Hr.
$50.00-$65.00/Hr.
$50.00-$65.00/Hr.
$40.00/Hr.
I Hourly rate per the above listed Fee Schedule or based upon a lump sum fixed fee agreed to by both parties.
; Fixed Hourly Rates are subject to change based upon annual salary review.
I
~ 1.5.3 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of
1.2 ) times the amounts billed to the Architect for such services.
~ 1.5.4 For Reimbursable Expenses as described in Section 1.3.9.2, and any other items included in Section 1.5.5 as
Reimbursable Expenses, the compensation shall be computed as a multiple of (1.1) times the expenses incurred
by the Architect, and the Architect's employees and consultants.
~ 1.5.5 Other Reimbursable Expenses, if any, are as follows:
~ 1.5.6 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this
Agreement shall be adjusted in accordance with their normal salary review practices.
~ 1.5.7 An initial payment of Zero Dollars and Zero Cents ($ 0.00 ) shall be made upon execution of this
Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account at final
payment. Subsequent payments for services shall be made monthly, and where applicable, shall be in proportion to
services performed on the basis set forth in this Agreement.
AlA Document B141™ -1997 Part 1. Copyright @ 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties.
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.\..,. t., / -...:,
~ 1.5.8 Payments are due and payable Thirty ( 30 ) days from the date of the Architect's invoice. Amounts unpaid
Thirty ( 30 ) 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 Troth in Lending 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
elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions
or modifications, and also regarding requirements such as written disclosures or waivers.)
~ 1.5.9 If the services covered by this Agreement have not been completed within eighteen (18 ) months of the date
hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be
compensated as provided in Section 1.5.2.
This Agreement entered into as of the day and year first written above.
,~~~
(Signatu~ ' .
Richard A. Wollangk, City Manager
.----tP'rm me and title).___~.-- '
C"
ARCHITWZ/"\..
(Signatu e
Eric D. Lawson, President
(Printed name and title)
I hereby certify that the necessary provisions
have been ma.de to pay the liability which will
accrue under this contract.
---~--~~-~~-~------------------
Edward. A. Nokes, Cl ty Comptro II er
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Y,'~
.AIA Document 8141'" -1997 Part 2
Standard Form of Architect's Services:
Design and Contract Administration
TABLE OF ARTICLES
2.1 PROJECT ADMINISTRATION SERVICES
2.2 SlJPPQRTIN<; ~I;RVICES
2.3 EVALUATION AND PLANNING SERVICES
2.4 DESIGN SERVICES
2.5 CONSTRUCTION PROCUREMENT SERVICES
2.6 CONTRACTAPMINI~rRATION SERVICES
2.7 FACILITY OPERATION SERVICES
2.8 SCHEDULE OF SERVICES
2.9 MODIFICATIONS
ARTI~LE2.1. PRqJEc'T~PMINISTRATION SERVICES
~.~.1.1'fheArchitect shall manage the Architect's services and administer the Project. The
'Architect shall <;onl'ult"Yir1ijhe Owner, research applicable design criteria, attend Project
meetings, communicate with member~ ()fthe Project team and issue progress reports. The
Architect shall coordinate the seryi<;es provided by the Architect and the Architect's
consultants with those services provided by the Owner and the Owner's consultants.
S 2.1.2 WhenProjectrequirements have been sufficiently identified, the Architect shall
prepare, and periodically uI>da~e, aPf?ject schedule that shall identify milestone dates for
decislo.ns required of the Owner: design services furnished by the Architect, completion of
documentation provided by the Architect, commencement of construction and Substantial
Completion of the Work.
~ 2:1~3 The Architectsl1allcol1sider the value of alternative materials, building systems and
equipment, together with other considerations based on program, budget and aesthetics in
developing the design for the Project.
~ 2.1.4 Upon request ofthe Owner, the Architect shall make a presentation to explain the
design of the Project to representatives of the Owner.
~ 2.1.5 The Architect shall submit design documents to the Owner at intervals appropriate
to the design process for purposes of evaluation and approval by the Owner. The Architect
shall be entitled to rely on approvals received from the Owner in the further development
of the design.
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 AlA 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 AlA text.
This document has important
legal consequences.
Consultation with an attorney
is encouraged with respect to
its completion or modification.
~ 2.1.6 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.
AlA Document B141™ -1997 Part 2. Copyright @ 1917,1926,1948,1951,1953,1958,1961,1963,1966,1967, 1970. 1974,1977,1987 and 1997 byThe
American Institute of Archi1ects. All rights reserved. WARNING: This AIA$ Document Is protected by U.S. Copyright Law and International Treaties.
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1
~ 2.1.7 EVALUATION OF BUDGET AND COST OF THE WORK
~ 2.1.7.1 When the Project requirements have been sufficiently identified, the Architect shall prepare a preliminary
estimate of the Cost of the Work. This estimate may be based on current area, volume or similar conceptual
estimating techniques. As the design process progresses through the end of the preparation of the Construction
Documents, the Architect shall update and refine the preliminary estimate of the Cost of the Work. The Architect
shall advise the Owner of any adjustments to previous estimates of the Cost of the Work indicated by changes in
Project requirements or general market conditions. If at any time the Architect's estimate of the Cost of the Work
exceeds the Owner's budget, the Architect shall make appropriate recommendations to the Owner to adjust the
Project's size, quality or budget, and the Owner shall cooperate with the Architect in making such adjustments.
~ 2.1.7.2 Evaluations of the Owner's budget for the Project, the preliminary estimate of the Cost of the Work and
updated estimates of the Cost of the Work 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 or negotiated prices will not vary from the Owner's budget for the Project or from
any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect.
~ 2.1.7.3 In preparing estimates of the Cost of the Work, 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 estimated Cost of
the Work to meet the Owner's budget for the Cost of the Wark. If an increase in the Contract Sum occurring after
execution of the Con1l'aq petween the Owner and the Contractor causes the budget for the Cost of the Work to be
exceeded, that budget shall be increased accordingly.
~ 2.1.7.4 If bidding or negotiation has not commenced within 90 days after the Architect submits the Construction
Documentsto the Owner, the budget for the Cost of the Work shall be adjusted to reflect changes in the general
level of prices in the construction industry.
~ 2.1.7.5 If the budget for the Cost of the Work is exceeded by the lowest bona fide bid or negotiated proposal, the
Owner shall:
.1
.2
.3
.4
give written approval of an increase in the budget for the Cost of the Work;
authorize rebidding or renegotiating of the Project within a reasonable time;
terminate in accordance with Section 1.3.8.5; or
cooperate in revising the Project scope and quality as required to reduce the Cost of the Work.
~ 2.1.7.6 If the Owner chooses to proceed under Section 2.1.7.5.4, the Architect, without additional compensation,
shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with
the budget for the Cost of the Work. The modification of such documents shall be the limit of the Architect's
responsibility under this Section 2.1.7. The Architect shall be entitled to compensation in accordance with this
Agreement for all services performed whether or not construction is commenced.
ARTICLE 2.2 SUPPORTING SERVICES
~ 2.2.1 Unless specifically designated in Section 2.8.3, the services in this Article 2.2 shall be provided by the Owner
or the Owner's consultants and contractors.
~ 2.2.1.1 The Owner shall furnish a program setting forth the Owner's objectives, schedule, constraints and criteria,
including space requirements and relationships, special equipment, systems and site requirements.
~ 2.2.1.2 The Owner shall furnish surveys to describe 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;
flood plains, rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and
contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements
AlA Document B141™ -1997 Part 2. Copyright @ 1917,1926,1948,1951,1953,1958,1961,1963.1966, 1967, 1970, 1974,1977,1987 and 1997 by The
American Ins1itute of Architects. All rights reserved. WARNING: This A1A@ Document is protected by U.S. Copyright Law and International Treaties. 2
Unauthorized reproduction or distribution of this AlA'" Document, or any portion of it, may result in severe civil and criminal penalties, and will be
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" I
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.
~ 2.2.1.3 The Owner shall furnish services of geotechnical engineers which may include but are not limited to test
borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials,
hazardous materials storage, ground corrosion tests and resistivity tests, including necessary operations for
anticipating subsoil conditions, with reports and appropriate recommendations.
ARTICLE 2.3 EVALUATION AND PLANNING SERVICES
~ 2.3.1 The Architect shall provide a preliminary evaluation of the information furnished by the Owner under this
Agreement, including the Owner's program and schedule requirements and budget for the Cost of the Work, each in
terms of the other. The Architect shall review such information to ascertain that it is consistent with the requirements
of the Project and shall notify the Owner of any other information or consultant services that may be reasonably
needed for. the Project.
~ 2.3.2 The Architect shall provide a preliminary evaluation of the Owner's site for the Project based on the
information provided by the Owner of site conditions, and the Owner's program, schedule and budget for the Cost
of the Work.
~ 2.3.3 The Architect shall review the Owner's proposed method of contracting for construction services and shall
notify the Owner of anticipated impacts that such method may have on the Owner's program, financial and time
requirements, and the scope of the Project.
ARTICLE 2.4 DESIGN SE.~VICES
~ 2.4.1 The Architect's design services shall include normal structural, mechanical and electrical engineering
services. . ..
~ 2.4.2 SCHEMATIC DES.IGN DOCUMENTS
~ 2.4.2.1 The Archit~Gt.shall provide Schematic Design Documents based on the mutually agreed-upon program,
schedule, and budget for the Cost of the Work. The documents shall establish the conceptual design of the Project
illustrating the scale and relationship of the Project components. The Schematic Design Documents shall include a
and preliminary building plans, sections and elevations. At the Architect's option, the Schematic Design Documents
may include study models, perspective sketches, electronic modeling or combinations of these media. Preliminary
selections of major building systems and construction materials shall be noted on the drawings or described in
writing.
1. Review and adjust the conceptual floor plans to respond to the requests of the users, resulting in schematic
architectural design floor plans.
2. Prepare AUTOCAD architectural floor plans at 1/8" scale indicating:
a. Walls to be removed and new walls, doors, and millwork location.
b. General notes to indicate the level of remodeling to be incorporated into the final
documentation.
3. Review the scope of the remodeling with the Owner to ascertain the portion of the work to be performed by
the City's facilities staff, and the portion that will be documented for bidding and construction.
4. Based upon the scope of work to be completed by the Owner and the scope of work to be bid for
construction, prepare a preliminary estimate of construction cost.
Provide architectural services associated with the following tasks:
1. Starting with the Oshkosh Police Department Space Needs Analysis and Conceptual Design (July, 2004),
prepare schematic floor plans of the Oshkosh Police facility.
2. Meet with Police Department representatives to review schematic plans and make any planning
refinements.
3. Based upon the review of the schematic plans with the Police Department, prepare 1/8" schematic design
architectural floor plans.
AlA Document B141™ -1997 Part 2. Copyright @1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974,1977,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA'" Document Is protected by U.S. Copyright Law and International Treaties. 3
Unauthorized reproduction or distribution of this AlA'" Document, or any portion of it, may result In severe civil and criminal penalties, and will be
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4. Meet with representatives of the Police Department and the City of Oshkosh to walk through the building
and determine the scope of work to be completed by the Owner, and the scope of work to be documented
(in the next phase) for bidding and construction.
5. Based on the scope of work defined above, we will prepare a preliminary estimate of construction cost for
that portion of the work to be bid.
6. The schematic report (10 copies provided) will contain:
a. Executive Summary
b. Schematic architectural floor plans
c. Scope of work to be completed by the City and scope of work to be completed based upon
bidding to contractors
d. Preliminary estimate of construction
~ 2.4.3 DESIGN DEVELOPMENT DOCUMENTS
~ 2.4.3.1 The Architect shall provide Design Development Documents based on the approved Schematic Design
Documents and updated budget for the Cost of the Work. The Design Development Documents shall illustrate and
describe the refinement of the design of the Project, establishing the scope, relationships, forms, size and appearance
of the Project by means of plans, sections and elevations, typical construction details, and equipment layouts. The
Design Development Documents shall include specifications that identify major materials and systems and establish
in general their quality levels.
~ 2.4.4 CONSTRUCTION DOCUMENTS
~ 2.4.4.1 The Architect shall provide Construction Documents based on the approved Design Development
Documents and updated budget for the Cost of the Work. The Construction Documents shall set forth in detail the
requirements for constI1lctiQnof the Project. The Construction Documents shall include Drawings and
Specifications that estapJish. in detail the quality levels of materials and systems required for the Project.
~ 2.4.4.2 During the development of the Construction Documents, the Architect shall assist the Owner in the
development and preparation of: (1) bidding and procurement information which describes the time, place and
conditions of bidding; bidding or proposal forms; and the form of agreement between the Owner and the Contractor;
and (2) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The
Architect alsQ shall compile the Project Manual that includes the Conditions of the Contract for Construction and
Specificatio~s !'fil~T~YiJ1.clude bidding r~quirements and sample forms.
ARTICLE 2..5 .CONSTRUCTIONPROCUREMENT SERVICES
~ 2.5.1 The Architect shall assist the Owner in obtaining either competitive bids or negotiated proposals and shall
~ssist the bWl)eril1a.}Yardil1g and preparing contracts for construction.
~ 2.5.2 The Architect shall assist the Owner in establishing a list of prospective bidders or contractors.
~2.5.3 The Architect shall assisitl1e. Owner in bid validation or proposal evaluation and determination of the
successful bid or proposal, if any. If requested by the Owner, the Architect shall notify all prospective bidders or
contractors of the bid or proposal results.
.~ 2.5.4 COMPETITIVE BIDDING
~ 2.5.4.1 Bidding Documents shall consist of bidding requirements, proposed contract forms, General Conditions and
Supplementary Conditions, Specifications and Drawings.
~ 2.5.4.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction of Bidding Documents
for distribution to prospective bidders. The Owner shall pay directly for the cost of reproduction or shall reimburse
the Architect for such expenses.
~ 2.5.4.3 If requested by the Owner, the Architect shall distribute the Bidding Documents to prospective bidders and
request their return upon completion of the bidding process. The Architect shall maintain a log of distribution and
retrieval, and the amounts of deposits, if any, received from and returned to prospective bidders.
~ 2.5.4.4 The Architect shall consider requests for substitutions, if permitted by the Bidding Documents, and shall
prepare and distribute addenda identifying approved substitutions to all prospective bidders.
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American Institute of Architects. All rights reserved. WARNING: This AlA" Document Is protected by U.S. Copyright Law and International Treaties. 4
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~ 2.5.4.5 The Architect shall participate in or, at the Owner's direction, shall organize and conduct a pre-bid
conference for prospective bidders.
~ 2.5.4.6 The Architect shall prepare responses to questions from prospective bidders and provide clarifications and
interpretations of the Bidding Documents to all prospective bidders in the form of addenda. '
~ 2.5.4.7 The Architect shall participate in or, at the Owner's direction, shall organize and conduct the opening ofthe
bids. The Architect shall subsequently document and distribute the bidding results, as directed by the Owner.
~ 2.5.5 NEGOTIATED PROPOSALS
~ 2.5.5.1 Proposal Documents shall consist of proposal requirements, proposed contract forms, General Conditions
and Supplementary Conditions, Specifications and Drawings.
~ 2.5.5.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction of Proposal
Documents for distribution to prospective contractors. The Owner shall pay directly for the cost of reproduction or
shall reimburse the Architect for such expenses.
~ 2.5.5.3 If requested by the Owner, the Architect shall organize and participate in selection interviews with
prospective contractors.
~ 2.5.5.4 The Architect shall consider requests for substitutions, if permitted by the Proposal Documents, and shall
prepare and distribute addenda identifying approved substitutions to all prospective contractors.
~ 2.5.5.5 If requested by the Owner, the Architect shall assist the Owner during negotiations with prospective
contraCtors. l'h~ Arc,hit~c,t ~hall subsequently prepare a summary report of the negotiation results, as directed by the
Owner.
ARTICl..E2.6 CQNTRACIADMINISTRA TION SERVICES
~ 2.6.1 GENERAL ADMINISTRATION
f 2.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set
fgrth1J~}()~ ang In.~I1~i,ti,9n of AlA Document A20 I, General Conditions of the Contract for Construction, current
asqfthe dat~()fJN~.^greement. Modifications made to the General Conditions, when adopted as part of the
Contract Doc1lt)J.~l1ts, shall be enforceable under this Agreement only to the extent that they are consistent with this
Agreement or approved in writing by the Architect.
. ~2.6.1.21'heAicliitect's responsibility to provide the Contract Administration Services under this Agreement
coniirlericeswith the award()ftl1~jl1i!ill1Contract for Construction and terminates at the issuance to the Owner of the
final.Certificat~for Payment. However, the Architect shall be entitled to a Change in Services in accordance with
Section 2.8.2 when Contract Administration Services extend 60 days after the date of Substantial Completion of the
Work.
~ 2.6.1.3 The Archit~t sha11l:J~{l representative of and shall advise and consult with the Owner during the provision
of tIle Contra~t Administ:r#tionServices. 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 amendment.
~ 2.6.1.4 Duties, responsibilities and limitations of authority of the Architect under this Article 2.6 shall not be
restricted, modified or extended without written agreement of the Owner and Architect with consent of the
Contractor, which consent will not be unreasonably withheld.
...............'.d.'.,. .T",,,,, ".-,.'.'.
. ~. 2.6.1.5 Th6Aibhitect shall review properly prepared, timely requests by the Contractor for additional information
about the Contract Documents. A properly prepared request for additional information about the Contract
Documents shall be in a form prepared or approved by the Architect and shall include a detailed written statement
that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification
requested.
~ 2.6.1.6 If deemed appropriate by the Architect, the Architect shall on the Owner's behalf prepare, reproduce and
distribute supplemental Drawings and Specifications in response to requests for information by the Contractor.
AlA Document B14FM -1997 Part 2. Copyright @ 1917,1926,1948,1951,1953,1958,1961,1963,1966, 1967, 1970, 1974,1977,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. 5
Unauthorized reproduction or distribution of this AJA" Document, or any portion of It, may result In severe civil and criminal penalties, and will be
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~ 2.6.1.7 The Architect shall interpret and make recommendations to the Owner concerning the performance of the
Owner and Contractor under, and requirements of, the Contract Documents on written request of either the Owner or
the Contractor. The Architect's response to such requests shall be made in writing within any time limits agreed
upon or otherwise with reasonable promptness.
~ 2.6.1.8 Interpretations and recommendations of the Architect shall be consistent with the intent of and reasonably
inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such
interpretations and recommendations, the Architect shall endeavor to secure faithful performance by both Owner
and Contractor, shall not show partiality to either, and shall not be liable for the results of interpretations or
recommendations so rendered in good faith.
~ 2.6.1.9 The Architect shall render initial recommendations on claims, disputes or other matters in question
between the Owner and Contractor as provided in the Contract Documents. However, the Architect's decisions on
matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents.
~ 2.6.2 EVALUATIONS OF THE WORK
~ 2.6.2.1 The ArchiteCt, as a representative of the Owner, shall visit the site as agreed by the Owner and the Architect
in Article 2.8, (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 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 shall not be required to
make exhaustive or contil1l,lQ!,l~on-site inspections to check the quality or quantity of the Work. The Architect shall
neither have control over or charge of, nor be responsible for, the construction means, methods, techniques,
sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely
the Contractor's rights and responsibilities under the Contract Documents.
~ 2.6.2.2 The Architect shall report to the Owner known deviations from the Contract Documents and from the most
recent construction scht;d\lle submitted by the Contractor. However, the Architect shall not be responsible for the
Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The
Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or
charge of and shall n()t be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or
employees, or of any other persons or entities performing portions of the Work.
~ 2.6.2.3 The Architect shallat all times have access to the Work wherever it is in preparation or progress.
~ 2.6.2.4 Except as otherwise provided in this Agreement or when direct communications have been specially
authorized, the Owner shall endeavor to communicate with the Contractor through the Architect about matters
arising out of or relating to the Contract Documents. Communications by and with the Architect's consultants shall
be through the Architect.
~ 2.6.2.5 The Architect shall have authority to advise the Owner 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 recommend that the Owner 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 recommendation made in good faith either to exercise or not to exercise such
authority shall give rise to a duty or a 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.
~ 2.6.3 CERTIFICATION OF PAYMENTS TO CONTRACTOR
~ 2.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue Certificates for
Payment in such amounts. 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 SubParagraph 2.6.2.1 and on the data comprising the
Contractor's Application for Payment, that, to the best of the Architect's knowledge, information and belief, the
Work had progressed to the point indicated, and the quality ofthe Work is in general accordance with the Contract
Documents. The foregoing representations are subject (1) to an evaluation of the Work for conformance with the
Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to
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correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications
expressed by the Architect.
~ 2.6.3.2 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 (4) ascertained how or for what purpose the Contractor has used money previously paid on account of
the Contract Sum.
~ 2.6.3.3 The Architect shall maintain a record of the Contractor's Applications for Payment.
~ 2.6.4 SUBMITTALS
~ 2.6.4.1 The Architect shall 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 shall be
taken with such reasonable promptness as to cause no unreasonable 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 Arcbitect's review shall not constitute approval of safety precautions or, 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.
~ 2.6.4.2 The Archi.tect shaUmaintain a record of submittals and copies of submittals supplied by the Contractor in
accordance with the requirements of the Contract Documents.
~2:6:4:~tf~rofes~i()ri~fQesi.gn services or certifications by a design professional related to systems, materials or
equipmentare specifically required of the Contractor by the Contract Documents, the Architect shall specify
appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals
.relat~d,Jo the'YQrJ~4~signed or certified by the design professional retained by the Contractor shall bear such
professional's written approval when submitted to the Architect. The Architect shall be entitled to rely upon the
adequacy, accuracy and completeness of the services, certifications or approvals performed by such design
professionals.
...........<,.,.::'"..'_.':i...:.".. ......,....r.'_.',..,.,.>..:..,
~ 2.6.5 CHANGES IN THE WORK
. ..' ~ 2.6.5.1 TheA.rchitect shall prepare Change Orders and Construction Change Directives for the Owner's approval
and execution in acsordance with the:: Contract Documents. The Architect may authorize minor changes in the Work
not involving an adjustment in Contract Sum or an extension of the Contract Time which are consistent with the
intent of the Con~llctP()(':llmeI!tS. If neces~ary, the Architect shall prepare, reproduce and distribute Drawings and
Specifications to describe Work to be added, deleted or modified, as provided in Section 2.8.2.
~ 2.6.5.2 The Architect properly prepared, timely requests by the Owner or Contractor for changes in the
Work, including adjustments to the Contract Sum or Contract Time. A properly prepared request for a change in the
Work shall be accompanied by sufficient supporting data and information to permit the Architect to make a
reasonable detel'Il1!!1\l:tion without extensive investigation or preparation of additional drawings or specifications. If
the Architect determines that requested changes in the Work are not materially different from the requirements of
the Contract Documents, the Architect may issue an order for a minor change in the Work or recommend to the
Owner that the requested change be denied.
~ 2.6.5.3 If the Architect determines that implementation of the requested changes would result in a material change
to the Con~act that may cause an adjustment in the Contract Time or Contract Sum, the Architect shall make a
recommendation to the Owner, who may authorize further investigation of such change. Upon such authorization,
and based upon information furnished by the Contractor, if any, the Architect shall estimate the additional cost and
time that might result from such change, including any additional costs attributable to a Change in Services of the
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American Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. 7
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Architect. With the Owner's approval, the Architect shall incorporate those estimates into a Change Order or other
appropriate documentation for the Owner's execution or negotiation with the Contractor.
~ 2.6.5.4 The Architect shall maintain records relative to changes in the Work.
~ 2.6.6 PROJECT COMPLETION
~ 2.6.6.1 The Architect shall conduct a review to determine the date of Substantial Completion and the date of final
completion, shall receive from the Contractor and forward to the Owner, for the Owner's review and records,
written warranties and related documents required by the Contract Documents and assembled by the Contractor, and
shall issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the
requirements of the Contract Documents.
~ 2.6.6.2 The Architect's review shall be conducted with the Owner's Designated Representative to check
conformance of the visible Work with the requirements of the Contract Documents and to verify the accuracy and
completeness of the list submitted by the Contractor of Work to be completed or corrected.
~ 2.6.6.3 When the Work is found to be substantially complete, the Architect shall inform the Owner about the
balance of the Contract Sum remaining to be paid the Contractor, including any amounts needed to pay for final
completion or correction of the Work.
~ 2.6.6.4 The Architect shall receive from the Contractor and forward to the Owner: (1) consent of surety or sureties,
if any, to reduction in or partial release of retainage or the making of final payment and (2) affidavits, receipts,
releases and waivers of liens Or bonds indemnifying the Owner against liens.
ARTICLE 2.7 FACILITY OPERATION SERVICES
~ 2.7.1 The Architect shall meet with the Owner or the Owner's Designated Representative promptly after
Substantial Completion to review the need for facility operation services.
~ 2.7.2 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion,
the Architect shall GQnduct a meeting with the Owner and the Owner's Designated Representative to review the
facility operations and performance and to make appropriate recommendations to the Owner.
ARTICLE 2.8 SCHEDULE OF SERVICES
~2.8.1 Design and Contract Administration Services beyond the following limits shall be provided by the Architect
as a Change in Services in accordance with Section 1.3.3:
.1 up to One ( 1 ) review of each Shop Drawing, Product Data item, sample and similar submittal of
the Contractor.
.2 up to Eight (8 ) visits to the site by the Architect over the duration of the Project during
construction.
.3 up to One ( 1 ) review for any portion of the Work to determine whether such portion of the Work
is substantially complete in accordance with the requirements of the Contract Documents.
.4 up to One ( 1 ) review for any portion of the Work to determine final completion.
~ 2.8.2 The following Design and Contract Administration Services shall be provided by the Architect as a Change
in Services in accordance with Section 1.3.3:
.1 review of a Contractor's submittal out of sequence from the submittal schedule agreed to by the
Architect;
.2 responses to the Contractor's requests for information where such information is available to the
Contractor from a careful study and comparison of the Contract Documents, field conditions, other
Owner-provided information, Contractor-prepared coordination drawings, or prior Project
correspondence or documentation;
.3 Change Orders and Construction Change Directives requiring evaluation of proposals, including the
preparation or revision of Instruments of Service;
.4 providing consultation concerning replacement of Work resulting from fire or other cause during
construction;
.5 evaluation of an extensive number of claims submitted by the Owner's consultants, the Contractor or
others in connection with the Work;
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American Institute of Architects. All rights reserved. WARNING: This AlA'" Document Is protected by U,s. Copyright Law and International Treaties. 8
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~." t .'.'
.6 evaluation of substitutions proposed by the Owner's consultants or contractors and making
subsequent revisions to Instruments of Service resulting therefrom;
.7 preparation of design and documentation for alternate bid or proposal requests proposed by the
Owner; or
.8 Contract Administration Services provided 60 days after the date of Substantial Completion of the
Work.
~ 2.8.3 The Architect shall furnish or provide the following services only if specifically designated:
Services Responsibility Location of Service Description
(Architect, Owner or
Not Provided)
.1 Programming Owner Space Needs Analysis July 22,
2004
.2 Land Survev Services NA
.3 Geotechnical Services NA
.4 Space Schematics/Flow DiaQrams NA
.5 ExistinQ Facilities Surveys NA
.6 Economic FeasibiffiV Studies NA
.7 Site Analysis and Selection NA
.8 Environmental StLJdies and Reports NA
.9 Owner-Suoolied Data Coordination NA
.10 Sch~duleDe\l~looment and MonitorinQ ARCH. Section 2.1.2
.11 Civil DesiQn NA
.12 Landscape Design NA
.13 Interior Deskm NA
.14 Soecial Biddina or Neaotiation NA
.15 Value Analvsis NA
.16 Detailed Cost Estimatina NA
.17 On-$ifeProie"CtR.epresentati()n NA
.18 Construction Manaaemenf NA
.19 Start-up Assistance NA
.20 Record Drawinas NA
.21 Post-Contract EVCiILJation NA
.22 Tenant-Related SerVices.. NA
.23
.24
.25
Description of Services.
(InsiFrt descriptions of the services designated.)
ARTICLE 2.9 MODIFICATIONS
~ 2.9.1 Modifications to this Standard Form of Architect's Services: Design and Contract Administration, if any, are
as follows:
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American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. 9
Unauthorized reproduction or distribution of this AlA"' Document, or any portion of ft, may result in severe civil and criminal penalties, and will be
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, , .
By its execution, this Standard Form of Architect's Services: Design and Contract Administration and modifications
hereto are incorporated into the Standard Form of Agreement Between the Owner and Architect, AlA Document
B 141-1997, that was entered into by the parties as of the date:
ARCHITE~.
(Signature)
Eric D. Lawson, President
(Printed name and title)
I hereby certify that the necessary provisions
have been made to pay the 1 i abi 1 i ty whi ch wi 11
accrue under. thi s contract.
________~-uL~------------
Edward A. Nokes, Clty Comptroller
AlA Document B141™ -1997 Part 2. Copyright @1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974,1977.1987 and 1997 by The
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User Notes: (2570353039)
"
AlA Document A20r" - 1997
General Conditions of the Contract for Construction
for the following PROJECT:
(Name and location or address):
THE ARCHITECT:
(Name and address):
TABLE OF ARTICLES
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
TIME
9 PAYMENTS AND COMPLETION
10 PROTECTION OF PERSONS AND PROPERTY
11 INSURANCE AND BONDS
12
UNCOVERING AND CORRECTION OF WORK
ELECTRONIC COPYING of any
portion of this AIA@ Document
to another electronic file is
prohibited and constitutes a
violation of copyright laws as
set forth in the footer of this
document.
13
MISCELLANEOUS PROVISIONS
14
TERMINATIONOR SUSPENSION OF THE CONTRACT
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1
),
INDEX
(Numbers and Topics in Bold are Section Headings)
1
~
~
~
i
1
1
.#
Acceptance of Nonconforming Work
9.6.6,9.9.3, 12.3
Acceptance of Work
9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, 12.3
Access to Work
3.16, 6.2.1, 12.1
Accident Prevention
4.2.3, 10
Acts and Omissions
3.2,3.3.2,3.12.8,3.18,4.2.3,4.3.8,4.4.1,8.3.1,
9.5.1, 10.2.5, 13.4.2, 13.7, 14.1
Addenda
1.1.1,3.11
Additional Costs, Claims for
4.3.4,4.3.5,4.3.6,6.1.1,10.3
Additional Inspections and Testing
9.8.3, 12.2.1, 13.5
Additional Time, Claims for
4.3.4,4.3.7,8.3.2
ADMINISTRA TION OF THE CONTRACT
3.1.3,4,9.4,9.5
Advertisement or Invitation to Bid
1.1.1
Aesthetic Effect
4.2.13, 4.5.1
Allowances
3.8
All-risk Insurance
11.4.1.1
Applications for Payment
4.2.5,7.3.8,9.2,9.3,9.4,9.5.1,9.6.3,9.7.1,9.8.5,
9.10, 11.1.3, 14.2.4, 14.4.3
Approvals
2.4,3.1.3,3.5,3.10.2,3.12,4.2.7,9.3.2, 13.4.2, 13.5
Arbitration
4.3.3,4.4,4.5.1,4.5.2,4.6,8.3.1,9.7.1,11.4.9,
11.4.10
Architect
4.1
Architect, Definition of
4.1.1
Architect, Extent of Authority
2.4,3.12.7,4.2,4.3.6,4.4,5.2,6.3,7.1.2,7.3.6,7.4,
9.2,9.3.1,9.4,9.5,9.8.3,9.10.1, 9.10.3,12.1,12.2.1,
13.5.1, 13.5.2, 14.2.2, 14.2.4
Architect, Limitations of Authority and
Responsibility
2.1.1,3.3.3,3.12.4,3.12.8,3.12.10,4.1.2,4.2.1,
4.2.2,4.2.3,4.2.6,4.2.7,4.2.10,4.2.12,4.2.13,4.4,
5.2.1,7.4,9.4.2,9.6.4,9.6.6
Architect's Additional Services and Expenses
2.4,11.4.1.1,12.2.1,13.5.2,13.5.3,14.2.4
Architect's Administration of the Contract
3.1.3,4.2,4.3.4,4.4,9.4,9.5
Architect's Approvals
2.4,3.1.3,3.5.1,3.10.2,4.2.7
Architect's Authority to Reject Work
3.5.1,4.2.6,12.1.2,12.2.1
Architect's Copyright
1.6
Architect's Decisions
4.2.6,4.2.7,4.2.11,4.2.12, .2.1
4.4.6,4.5,6.3,7.3.6,7.3.8,1'1.
9.5.1,9.8.4,9.9.1,13.5.2,141.2.
Architect's Inspections I
4.2.2,4.2.9,4.3.4,9.4.2,9.83
Architect's Instructions
3.2.3,3.3.1,4.2.6,4.2.7, 4.218:"7;A.1, 12.1, 13.5.2
Architect's Interpretations I I
4.2.11,4.2.12,4.3.6 ,I I
Architect's Project RepreseIltati' e
4.2.10
Architect's Relationship wit~ C ntractor
1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2:1 3. . , . . ,
3.7.3,3.10,3.11,3.12,3.16,
4.3.4,4.4.1,4.4.7,5.2,6.2.2,7,8.3.1,9.2,9.3,9.4,
9.5,9.7,9.8,9.9, 10.2.6,10.3,11.3,11.4.7,12,
13.4.2, 13.5
Architect's Relationship with Subcontractprs"
1.1.2,4.2.3,4.2.4,4.2.6,9.6.3, 9. ;,~11':4.7
Architect's Representations
9.4.2,9.5.1,9.10.1
Architect's Site Visits,
4.2.2,4.2.5,4.2.9,4.3.4,9.4.2,9.S:'I';'
13.5
Asbestos
10.3.1
Attorneys' Fees
3.18.1,9.10.2, 10.3.3
A ward of Separate Contract
6.1.1,6.1.2
A ward of Subcontracts an
Portions of the Work
5.2
Basic Definitions
1.1
Bidding Requirements
1.1.1,1.1.7,5.2.1,11.5.1
Boiler and Machinery Insurance
11.4.2
Bonds, Lien
9.10.2
Bonds, Performance, and m
7.3.6.4,9.6.7,9.10.3,11.4.9 11
Building Permit
3.7.1
Capitalization
1.3
Certificate of Substantial Completion
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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
13.5.4
Certificates of Insurance
9.10.2,11.1.3
Change Orders
1.1.1,2.4.1,3.4.2, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8, 4.3.4,
4.3.9,5.2.3,7.1,7.2,7.3,8.3.1,9.3.1.1,9.10.3,
11.4.1.2, 11.4.4, 11.4.9, 12.1.2
Change Orders, Definition of
7.2.1
CHANGES IN THE WORK
3.11,4.2.8,7,8.3.1,9.3.1.1,11.4.9
Claim, Definition of
4.3.1
Claims and Disputes
3.2.3,4.3,4.4,4.5,4.6,6.1.1, 6.3, 7.3.8, 9.3.3, 9.10.4,
10.3.3
Claims and Timely Assertion of Claims
4.6.5
Claims for Additional Cost
3.2.3,4.3.4,4.3.5,4.3.6,6.1.1,7.3.8,10.3.2
Claims for Additional Time
3.2.3,4.3.4,4.3.7,6.1.1,8.3.2, 10.3.2
Claims for Concealed or Unknown Conditions
4.3.4
Claims for Damages
3.2.3,3.18,4.3.10,6.1.1,8.3.3,9.5.1,9.6.7,10.3.3,
11.1.1,11.4.5,11.4.7,14.1.3,14.2.4
Claims Subject to Arbitration
4.4.1,4.5.1,4.6.1
Cleaning Up
3.15, 6.3
Commencement of Statutory Limitation Period
13.7
Commencement of the Work, Conditions Relating to
2.2.1,3.2.1,3.4.1,3.7.1,3.10.1,3.12.6,4.3.5,5.2.1,
5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.4.1, 11.4.6,
11.5.1
Commencement of the Work, Definition of
8.1.2
Communications Facilitating Contract
Administration
3.9.1,4.2.4
Completion, Conditions Relating to
1.6.1,3.4.1,3.11,3.15,4.2.2,4.2.9,8.2,9.4.2,9.8,
9.9.1,9.10,12.2,13.7,14.1.2
COMPLETION, PAYMENTS AND
9
Completion, Substantial
4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3,
9.10.4.2, 12.2, 13.7
Compliance with Laws
1.6.1,3.2.2,3.6,3.7,3.12.10,3.13,4.1.1,4.4.8,4.6.4,
4.6.6,9.6.4,10.2.2,11.1,11.4,13.1,13.4,13.5.1,
13.5.2,13.6,14.1.1,14.2.1.3
Concealed or Unknown Conditions
4.3.4,8.3.1,10.3
Conditions of the Contract
1.1.1,1.1.7,6.1.1,6.1.4
Consent, Written
1.6,3.4.2,3.12.8,3.14.2,4. .2, .3.4,4.6.4,9.3.2,
9.8.5,9.9.1,9.10.2,9.10.3, 1.4.,
CONSTRUCTION BY 0 ,NFtR.QRmB~m.-
SEPARATE CONTRACT'
1.1.4, 6
Construction Change Direct efinition of
7.3.1
Construction Change Directi'v~s
1.1.1,3.12.8,4.2.8,4.3.9,71, 7;S, 9.3.1.1
Construction Schedules, Co,tra4tor's
1.4.1.2, 3.10, 3.12.1, 3.12.2,14.3;7.2,6.1.3
Contingent Assignment of~u i ontract
5.4, 14.2.2.2 I
Continuing Contract Pert ~rm
4.3.3
Contract, Definition of
1.1.2
CONTRACT, TERMINATION OR
SUSPENSION OF THE
5.4.1.1, 11.4.9,14
Contract Administration r
3.1.3,4,9.4,9.5 1 . .
Contract Award and Executl(jn".C;,~mdltl(jn
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 FU~!lished~Qd Use of
1.6,2.2.5, 5.3l" ..".,....
Contract Documents, Defini '~n \ .I/'
'/
1.1.1 i.
Contract Sum
3.8,4.3.4,4.3.5,4.4.5,5.2.3 7. ,7.3,7.4,
9.5.1.4,9.6.7,9.7, 10.3.2, 1 .4. , 14.2.4,
Contract Sum, Definition of
9.1
Contract Time
4.3.4,4.3.7,4.4.5,5.2.3,7.2.1.3,7.3,7.4,8.1.1,8.2,
8.3.1,9.5.1,9.7,10.3.2,12.1.1,
Contract Time, Definition of
8.1.1
CONTRACTOR
3
Contractor, Definition of
3.1,6.1.2
Contractor's Constructio Sc edules
1.4.1.2,3.10,3.12.1,3.12.2, .3.7:
Contractor's Employees
AlA Document A201TM -1997. Copyright @ 1911,1915,1918,1925,1937,1951, 1958,1961, 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. 3
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 draft was produced by AlA software at 15:55:39 on 02101/2005 under Order
No.1000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (360386566)
3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, 10.3,
11.1.1, 11.4.7, 14.1, 14.2.1.1,
Contractor's Liability Insurance
11.1
Contractor's Relationship with Separate Contractors
and Owner's Forces
3.12.5,3.14.2,4.2.4,6,11.4.7,12.1.2,12.2.4
Contractor's Relationship with Subcontractors
1.2.2,3.3.2,3.18.1,3.18.2,5,9.6.2,9.6.7,9.10.2,
11.4.1.2, 11.4.7, 11.4.8
Contractor's Relationship with the Architect
1.1.2,1.6,3.1.3,3.2.1,3.2.2,3.2.3,3.3.1,3.4.2,3.5.1,
3.7.3,3.10,3.11,3.12,3.16,3.18, 4.1.2,4.1.3,4.2,
4.3.4,4.4.1,4.4.7,5.2,6.2.2,7,8.3.1,9.2,9.3,9.4,
9.5,9.7,9.8,9.9, 10.2.6,10.3,11.3,11.4.7,12,
13.4.2, 13.5
Contractor's Representations
1.5.2,3.5.1,3.12.6,6.2.2,8.2.1,9.3.3,9.8.2
Contractor's Responsibility for Those Performing the
Work
3.3.2,3.18,4.2.3,4.3.8,5.3.1,6.1.3,6.2,6.3,9.5.1,
10
Contractor's Review of Contract Documents
1.5.2,3.2,3.7.3
Contractor's Right to Stop the Work
9.7
Contractor's Right to Terminate the Contract
4.3.10, 14.1
Contractor's Submittals
3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,7.3.6,9.2,9.3,
9.8.2,9.8.3,9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.5.2
Contractor's. Superintendent
3.9, 10.2.6
Contractor's Supervision and Construction
Procedures
1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,4.3.3,6.1.3,
6.2.4,7.1.3,7.3.4,7.3.6,8.2,10,12,14
Contractual Liability Insurance
11.1.1.8, 11.2, 11.3
Coordination and Correlation
1.2,1.5.2,3.3.1,3.10,3.12.6,6.1.3,6.2.1
Copies Furnished of Drawings and Specifications
1.6,2.2.5,3.11
Copyrights
1.6,3.17
Correction of Work
2.3,2.4,3.7.4,4.2.1,9.4.2,9.8.2,9.8.3,9.9.1,12.1.2,
12.2,13.7.1.3
Correlation and Intent of the Contract Documents
1.2
Cost, Definition of
7.3.6
Costs
2.4,3.2.3,3.7.4,3.8.2,3.15.2,4.3, 5.4.2, 6.1.1, 6.2.3,
7.3.3.3,7.3.6,7.3.7,7.3.8,9.10.2,10.3.2,10.5,11.3,
11.4, 12.1, 12.2.1, 12.2.4, 13.5, 14
Cutting and Patching
6.2.5, 3.14
Damage to Construction of Owner or Separate
Contractors
3.14.2,6.2.4,9.2.1.5,10.2.1.2,10.2.5,10.6,11.1,
11.4, 12.2.4
Damage to the Work
3.14.2,9.9.1,10.2.1.2,10.2., ,
Damages, Claims for I
3.2.3,3.18,4.3.10, 6.1.1, 8.~.3, .5.1,9.6.7,10.3.3,
11.1.1,11.4.5,11.4.7,14.1.',14.
Damages for Delay
6.1.1,8.3.3,9.5.1.6,9.7,10. .2
Date of Commencement of
8.1.2
Date of Substantial Comple
8.1.3
Day, Definition of
8.1.4
Decisions of the Architect
4.2.6,4.2.7,4.2.11,4.2.12,
4.4.6,4.5,6.3,7.3.6,7.3.8, .1. 8.3.1,9.,9.,
9.5.1,9.8.4,9.9.1,13.5.2,14.2., . ':z1:""'~
Decisions to Withhold Cerl. .
9.4.1,9.5,9.7,14.1.1.3
Defective or Nonconforming Work, Acceptance,
Rejection and Correction of
2.3,2.4,3.5.1,4.2.6,6.2.5,9.5.1,
9.9.3,9.10.4,12.2.1,13.7.1.3
Defective Work, Definition
3.5.1
Definitions
1.1,2.1.1,3.1,3.5.1,3.12.1,
4.3.1,5.1,6.1.2,7.2.1,7.3.1, 7.3.6, 8.1,
Delays and Extensions of Time
3.2.3,4.3.1,4.3.4,4.3.7,4.4.5,5.2.3,7.2.1,7.3.1,
7.4.1,8.3,9.5.1,9.7.1, 10.3.2, 1Q.6,.1,~.1,4.3.2
,"'~' . "%\,
Disputes l" \.
4.1.4,4.3,4.4,4.5,4.6,6.3,7/.3. .
Documents and Samples at' th
3.11
Drawings, Definition of
1.1.5
Drawings and Specification, U e and Ow ers
1.1.1,1.3,2.2.5,3.11,5.3
Effective Date of Insurance
8.2.2,11.1.2
Emergencies
4.3.5,10.6,14.1.1.2
Employees, Contractor's t
3.3.2,3.4.3,3.8.1,3.9,3.18.il
11.1.1,11.4.7,14.1,14.2.1.11
Equipment, Labor, Material~ an
1.1.3,1.1.6,3.4, 3.5.1, 3.8.2~ 3. 3,3.12,3.13,3.15.1,
4.2.6,4.2.7,5.2.1,6.2.1,7.316, .3.2,9.3.3,9.5.1.3,
9.10.2, 10.2.1, 10.2.4, 14.2.~.2
Execution and Progress of tne,W
ork, Definition of
#,,""'0 ,,,.,>>.~'*"""~ 0 x>>>>
>>"<>:,
":,~"
'\~",\
4.2.6, 10.2, 10.3,
AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925,1937 1951,1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AIA$ Document is protected by U.S. Copyright Law and International Treaties.
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 draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
No.1000157217_1 which expires on 1/13/2006, and is not for resale.
User Notes: (360386566)
4
1.1.3, 1.2.1, 1.2.2,2.2.3,2.2.5,3.1,3.3,3.4,3.5,3.7,
3.10,3.12,3.14,4.2.2,4.2.3,4.3.3,6.2.2,7.1.3,7.3.4,
8.2,9.5,9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3
Extensions of Time
3.2.3,4.3.1,4.3.4,4.3.7,4.4.5,5.2.3,7.2.1,7.3,7.4.1,
9.5.1,9.7.1, 10.3.2, 10.6.1, 14.3.2
Failure of Payment
4.3.6,9.5.1.3,9.7,9.10.2,14.1.1.3,14.2.1.2,13.6
Faulty Work
(See Defective or Nonconforming Work)
Final Completion and Final Payment
4.2.1,4.2.9,4.3.2,9.8.2,9.10, 11.1.2, 11.1.3, 11.4.1,
11.4.5, 12.3.1, 13.7, 14.2.4, 14.4.3
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
5.2.1
Indemnification
3.17,3.18,9.10.2,10.3.3,10.5,11.4.1.2,11.4.7
Information and Services Required of the Owner
2.1.2,2.2,3.2.1,3.12.4,3.12.10,4.2.7,4.3.3,6.1.3,
6.1.4,6.2.5,9.3.2,9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3,
11.2,11.4,13.5.1,13.5.2,14.1.1.4,14.1.4
Injury or Damage to Person or Property
4.3.8, 10.2, 10.6
Inspections
3.1.3,3.3.3,3.7.1,4.2.2,4.2.6,4.2.9,9.4.2,9.8.2,
9.8.3,9.9.2,9.10.1,12.2.1,13.5
Instructions to Bidders
1.1.1
Instructions to the Contractor
3.2.3,3.3.1,3.8.1,4.2.8,5.2.1,7,12,8.2.2,13.5.2
Insurance
3.18.1,6.1.1,7.3.6,8.2.1,9.3.2,9.8.4,9.9.1,9.10.2,
9.10.5, 11
Insurance, Boiler and Machinery
11.4.2
Insurance, Contractor's Liability
11.1
Insurance, Effective Date of
8.2.2, 11.1.2
Insurance, Loss of Use
11.4.3
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 BON S
11 ::
Insurance Companies, Constnt to
9.9.1,11.4.1.5 !
Insurance Companies, Settle:}ne
11.4.10 j
Intent of the Contract Documen
1.2.1,4.2.7,4.2.12,4.2.13,7:'
Interest
13.6
Interpretation
1.2.3,1.4,4.1.1,4.3.1,5.1,
Interpretations, Written
4.2.11,4.2.12,4.3.6
Joinder and Consolidation 0
4.6.4
Judgment on Final Award
4.6.6
Labor and Materials, Equipment ..".
1.1.3, 1.1.6,3.4,3.5.1,3.8.2, 3.8.3, 3.12,~.,13;"3.15.
42.6,4.2.7,5.2.1,6.2.1, 7.3.6, 9..~..2r;9:~':3, .3,
9.10.2, 10.2.1, 10.2.4, 14.2.'/
Labor Disputes
8.3.1
Laws and Regulations ''-0,,%
'>:;.;";,><,,
1.6,3.2.2,3.6,3.7,3.12.10,3.13,4.1.1,4.4.8';"4
9.6.4,9.9.1,10.2.2,11.1,11.4,13.1, 13.4,13.5.1,
13.5.2, 13.6, 14
Liens.....<<."....m. ""
2.1.2,4.4.8,8.2.2,9.3.3,9.10/'/ ................. "'\
Limitation on Consolidatio1l or;J'OJ'iiaer; \
4.6.4 "" \
I
Limitations, Statutes of I
4.6.3, 12.2.6, 13.7
Limitations of Liability; I
2.3,3.2.1,3.5.1,3.7.3,3.12.8,3 12.10,3.1',3.
I
4.2.6,4.2.7,4.2.12,6.2.2,9.11-.2,9.6.4, 9.6.7,9.10.4,
10.3.3,10.2.5,11.1.2, 11.2J;-H::4:7,,"1'2:2;S';4' . .
Limitations of Time
2.1.2,2.2,2.4,3.2.1,3.7.3,3.10,3
4.2.7,4.3,4.4,4.5,4.6,5.2,5.3,
8.2,9.2,9.3.1,9.3.3,9.4.1,9.?,{
9.10, 11.1.3,11.4.1.5, 11.4.6tll
13.7, 14
Loss of Use Insurance
11.4.3
Material Suppliers
1.6,3.12.1,4.2.4,4.2.6,5.2. ,9. , ':zr:2;"9:6;'9:rO.
Materials, Hazardous
10.2.4, 10.3, 10.5
ccupancy
e
..12."F5,;,,3,.15.1.1,.
6.2.4,7.3,7.4, '"
';7';"lJ~8;"9~9:
.10, 12.2, 13.5,
AlA Document A20FM -1997. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNiNG: This AlA" Document is protected by U.S. Copyright Law and International Treaties. 5
Unauthorized reproduction or distribution of this AIA'I'J 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 draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
No.1000157217_1 which expires on 1/13/2006, and is not for resale.
User Notes: (360386566)
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,
3.15.1,4.2.6,4.2.7,5.2.1,6.2.1, 7.3.6,9.3.2,9.3.3,
9.5.1.3,9.10.2, 10.2.1, 10.2.4, 14.2.1.2
Means, Methods, Techniques, Sequences and
Procedures of Construction
3.3.1,3.12.10,4.2.2,4.2.7,9.4.2
Mechanic's Lien
4.4.8
Mediation
4.4.1,4.4.5,4.4.6,4.4.8,4.5,4.6.1,4.6.2,8.3.1,10.5
Minor Changes in the Work
1.1.1,3.12.8,4.2.8,4.3.6, 7.1,7.4
MISCELLANEOUS PROVISIONS
13
Modifications, Definition of
1.1.1
Modifications to the Contract
1.1.1,1.1.2,3.7.3,3.11,4.1.2,4.2.1,5.2.3,7,8.3.1,
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
2.3,2.4,3.5.1,4.2.6,6.2.5,9.5.1,9.8.2,9.9.3,9.10.4,
12.2.1, 13.7.1.3
Notice
2.2.1,2.3,2.4,3.2.3,3.3.1,3.7.2,3.7.4,3.12.9,4.3,
4.4.8,4.6.5,5.2.1,8.2.2,9.7,9.10,10.2.2,11.1.3,
11.4.6,12.2.2,12.2.4,13.3,13.5.1,13.5.2,14.1,14.2
Notice, Written
2.3,2.4,3.3.1,3.9,3.12.9,3.12.10,4.3,4.4.8,4.6.5,
5.2.1,8.2.2,9.7,9.10,10.2.2,10.3, 11.1.3,11.4.6,
12.2.2, 12.2.4,13.3, 14
Notice of Testing and Inspections
13.5.1,13.5.2
Notice to Proceed
8.2.2
Notices, Permits, Fees and
2.2.2,3.7,3.13,7.3.6.4, 10.2.2
Observations, Contractor's
1.5.2,3.2,3.7.3,4.3.4
Occupancy
2.2.2,9.6.6,9.8, 11.4.1.5
Orders, Written
1.1.1,2.3,3.9,4.3.6,7,8.2.2,11.4.9,12.1,12.2,
13.5.2, 14.3.1
OWNER
2
Owner, Definition of
2.1
Owner, Information and Services Required of the
2.1.2,2.2,3.2.1,3.12.4,3.12.10,4.2.7,4.3.3,6.1.3,
6.1.4,6.2.5,9.3.2,9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3,
11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4
Owner's Authority
1.6,2.1.1,2.3,2.4,3.4.2,3.8.1,3.12.10,3.14.2,4.1.2,
4.1.3,4.2.4,4.2.9,4.3.6,4.4.7, 5.2.1,5.2.4,5.4.1,
6.1,6.3,7.2.1,7.3.1,8.2.2,8.3.1,9.3.1,9.3.2,9.5.1,
9.9.1,9.10.2, 10.3.2,11.1.3,11.3.1,11.4.3,11.4.10,
12.2.2, 12.3.1, 13.2.2, 14.3, 14.4
Owner's Financial Capabili
2.2.1, 13.2.2, 14.1.1.5 !:
Owner's Liability Insuran~e
11.2 !
Owner's Loss of Use Insurabce
11.4.31
Owner's Relationship with Sub ntractors
!
1.1.2,5.2,5.3,5.4, 9.6.4, 9.~0.2 14.2.2
Owner's Right to Carry 0' e Work
2.4,12.2.4.14.2.2.2
Owner's Right to Clean U
6.3
Owner's Right to Perform to
A ward Separate Contract
6.1
Owner's Right to Stop the
2.3
Owner's Right to Suspend t
14.3
Owner's Right to Terminate the Contract
14.2 cc<,""""
Ownership and Use of Drawings, Spe~jt'icaff~~s
and Other Instruments of Servt~e""""'"
1.1.1,1.6,2.2.5,3.2.1,3.11. ':'17.1,2:'
Partial Occupancy or Use
9.6.6,9.9, 11.4.1.5
Patching, Cutting and
3.14,6.2.5
Patents
3.17
Payment, Applications for
4.2.5,7.3.8,9.2,9.3,9.4,9.5.
9.10.1,9.10.3,9.10.5,11.1.3 1
Payment, Certificates for f j
4.2.5,4.2.9,9.3.3,9.4, 9.5, ~.6. ,9.6.6, 9.7!.1,
9.10.3,13.7,14.1.1.3,14.2.4
Payment, Failure of.. "
4.3.6,9.5.1.3,9.7,9.10.2,14.1. .3,14.2.1.:,1 6
Payment, Final
4.2.1,4.2.9,4.3.2, 9.8.2, 9.1e;'+r~r':2';"i+:' . ,
11.4.5,12.3.1,13.7,14.2.4,14.4.3
Payment Bond, Performance Bond,..llnd."=.""...,,....,.
7.3.6.4,9.6.7,9.10.3, 11.4.9,11/5/>""""'", """
Payments, Progress./'
4.3.3,9.3,9.6,9.8.5,9.10.3,13.6
PAYMENTS AND COMpo E ION
9
Payments to Subcontractors
5.4.2,9.5.1.3,9.6.2,9.6.3,9
14.2.1.2
PCB
10.3.1
AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. 6
Unauthorized reproduction or distribution of this AIA@ Document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
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Performance Bond and Payment Bond
7.3.6.4,9.6.7,9.10.3,11.4.9,11.5
Permits, Fees and Notices
2.2.2,3.7, 3.13, 7.3.6.4, 10.2.2
PERSONS AND PROPERTY, PROTECTION
OF
10
Polychlorinated Biphenyl
10.3.1
Product Data, Definition of
3.12.2
Product Data and Samples, Shop Drawings
3.11,3.12,4.2.7
Progress and Completion
4.2.2,4.3.3,8.2,9.8,9.9.1,14.1.4
Progress Payments
4.3.3,9.3,9.6,9.8.5,9.10.3, 13.6, 14.2.3
Project, Definition of the
1.1.4
Project Management Protective Liability
Insurance
11.3
Project Manual, Definition of the
1.1.7
Project Manuals
2.2.5
Project Representatives
4.2.10
Property Insurance
10.2.5,11.4
PROTECTION OF PERSONS AND PROPERTY
10
Regulations and Laws
1.6,3.2.2,3.6,3.7,3.12.10,3.13,4.1.1,4.4.8,4.6,
9.6.4,9.9.1,10.2.2,11.1,11.4,13.1, 13.4,13.5.1,
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
1.5.2,3.5.1,3.12.6,6.2.2,8.2.1,9.3.3,9.4.2,9.5.1,
9.8.2,9.10.1
Representatives
2.1.1,3.1.1,3.9,4.1.1,4.2.1,4.2.10,5.1.1,5.1.2,
13.2.1
Resolution of Claims and Disputes
4.4, 4.5, 4.6
Responsibility for Those Performing the Work
3.3.2,3.18,4.2.3,4.3.8,5.3.1,6.1.3,6.2,6.3,9.5.1,
10
Retainage
9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3
Review of Contract Documents and Field
Conditions by Contractor
1.5.2,3.2,3.7.3,3.12.7,6.1.3
Review of Contractor's Submittals by Owner and
Architect
3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.1.3,9.2,9.8.2
Review of Shop Drawings, Product Data and
Samples by Contractor
3.12
Rights and Remedies
1.1.2,2.3,2.4,3.5.1,3.15.2, ,4.3.4,4.5,4.6,5.3,
5.4,6.1,6.3,7.3.1,8.3,9.5. ,9. , 10.2.5,10.3,
12.2.2, 12.2.4,13.4, 14
Royalties, Patents and Co
3.17
Rules and Notices for Arbi
4.6.2
Safety of Persons and Pro
10.2, 10.6
Safety Precautions and Pr ms
3.3.1,4.2.2,4.2.7,5.3.1,10. , 1 .2, 10.6
Samples, Definition of
3.12.3
Samples, Shop Drawings, ro uct Data n
3.11,3.12,4.2.7
Samples at the Site, Docu
3.11
Schedule of Values
9.2, 9.3.1
Schedules,
1.4.1.2,3.10,3.Construction12.1
6.1.3
Separate Contracts and Con
1.1.4,3.12.5,3.14.2,4.2.4, .
11.4.7, 12.1.2,12.2.5
Shop Drawings, Definition of
3.12.1
Shop Drawings, Product Data and Samples
3.11,3.12,4.2.7
./';~C
Site, Use of l
j
3.13, 6.1.1, 6.2.1 I)"
Site Inspections II l
1.2.2,3.2.1,3.3.3,3.7.1, 4.214.j.4, 9.4.2,
Site Visits, Architect's I I
4.2.2,4.2.9,4.3.4,9.4.2, 9.5,1, ~.9.2, 9.10. ,1 5
Special Inspections and Tes!ngl
4.2.6, 12.2.1, 13.5 l"""""""~"''''
Specifications, Definition ofl.th
1.1.6
Specifications, The
1.1.1,1.1.6,1.1.7,1.2.2,1.6,3.
Statute of Limitations
4.6.3, 12.2.6, 13.7
Stopping the Work
2.3,4.3.6,9.7, 10.3,14.1
Stored Materials
6.2.1,9.3.2, 10.2.1.2,
Subcontractor, Definition 0
5.1.1
SUBCONTRACTORS
AlA Document A201™ -1997. Copyright @ 1911,1915,1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 11187 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA'" 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
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User Notes: (360386566)
5
Subcontractors, Work by
1.2.2,3.3.2,3.12.1,4.2.3,5.2.3,5.3,5.4,9.3.1.2,
9.6.7
Subcontractual Relations
5.3, 5.4, 9.3.1.2, 9.6, 9.10 10.2.1, 11.4.7, 11.4.8, 14.1,
14.2.1, 14.3.2
Submittals
1.6,3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,7.3.6,9.2,
9.3,9.8,9.9.1,9.10.2,9.10.3,11.1.3
Subrogation, Waivers of
6.1.1,11.4.5,11.4.7
Substantial Completion
4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3,
9.10.4.2, 12.2, 13.7
Substantial Completion, Definition of
9.8.1
Substitution of Subcontractors
5.2.3,5.2.4
Substitution of Architect
4.1.3
Substitutions of Materials
3.4.2,3.5.1,7.3.7
Sub-subcontractor, Definition of
5.1.2
Subsurface Conditions
4.3.4
Successors and Assigns
13.2
Superintendent
3.9,10.2.6
Supervision and Construction Procedures
1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,4.3.3,6.1.3,
6.2.4,7.1.3,7.3.6,8.2,8.3.1,9.4.2,10, 12,14
Surety
4.4.7,5.4.1.2,9.8.5,9.10.2,9.10.3, 14.2.2
Surety, Consent of
9.10.2,9.10.3
Surveys
2.2.3
Suspension by the Owner for Convenience
14.4
Suspension of the Work
5.4.2, 14.3
Suspension or Termination of the Contract
4.3.6,5.4.1.1, 11.4.9, 14
Taxes
3.6,3.8.2.1,7.3.6.4
Termination by the Contractor
4.3.10,14.1
Termination by the Owner for Cause
4.3.10,5.4.1.1,14.2
Termination of the Architect
4.1.3
Termination of the Contractor
14.2.2
TERMINATION OR SUSPENSION OF THE
CONTRACT
14
Tests and Inspections
3.1.3,3.3.3,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3,9.9.2,
9.10.1, 10.3.2, 11.4.1.1, 12.~,:+;' .5
TIME I
8 I
Time, Delays and Extensio~s
3.2.3, 4.3.1,4.3.4, 4.3.7, 4.4!5,
7.4.1,8.3,9.5.1,9.7.1,10.3.2, 1,0,6,.1,,,14
Time Limits I I
2.1.2,2.2,2.4,3.2.1,3.7.3, l1013.11, 3.12.5, 3.15.1,
4.2,4.3,4.4,4.5,4.6, 5.2, 5.~, 5P., 6.2.4,7.3,7.4,
8.2,9.2,9.3.1,9.3.3,9.4.1,9':'5';'9.6,9.7,9.8,9.9,
9.10,11.1.3,11.4.1.5, 11.4., .4.10,12.2,13.5,
13.7, 14
Time Limits on Claims
4.3.2, 4.3.4, 4.3.8, 4.4, 4.5,
Title to Wark
9.3.2,9.3.3
UNCOVERING AND CO R"TI6N' F
WORK
12
Uncovering of Work
12.1
Unforeseen Conditions
4.3.4,8.3.1, 10.3
Unit Prices
4.3.9, 7.3.3.2
Use of Documents
1.1.1, 1.6,2.2.5,3.12.6,5.3
Use of Site
3.13, 6.1.1, 6.2.1
Values, Schedule of
9.2, 9.3.1 ....."..<'"~..'.~.,.
Waiver of Claims by the Arcqitect
13.4.2 {
Waiver of Claims by the Coiltr
4.3.10,9.10.5, 11.4.7, 13.4.2
Waiver of Claims by the O~ne
4.3.10, 9.9.3,9.10.3, 9.1O.4,H1. .3,11.4.5 11 .7,
12.2.2.1, 13.4.2, 14.2.4 I
Waiver of Consequential amages
4.3.10, 14.2.4
Waiver of Liens
9.10.2,9.10.4
Waivers of Subrogation
6.1.1,11.4.5,11.4.7
Warranty
3.5,4.2.9, 4.3.5.3, 9.3.3,9.8
13.7.1.3
Weather Delays
4.3.7.2
Work, Definition of
1.1.3
Written Consent
AlA Document A201TM -1997. Copyright @ 1911,1915,1918,1925,1937 1951,1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AIA$ Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA@ Document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This draft was produced by AlA software at 15:55:39 on 0210112005 under Order
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User Notes: (360386566)
8
1.6,3.4.2,3.12.8,3.14.2,4.1.2,4.3.4,4.6.4,9.3.2,
9.8.5,9.9.1,9.10.2,9.10.3, 11.4.1, 13.2, 13.4.2
Written Interpretations
4.2.11,4.2.12,4.3.6
Written Notice
2.3,2.4,3.3.1,3.9,3.12.9,3.12.10,4.3,4.4.8,4.6.5,
5.2.1,8.2.2,9.7,9.10,10.2.2,10.3, 11.1.3,11.4.6,
12.2.2, 12.2.4,13.3, 14
Written Orders
1.1.1,2.3,3.9,4.3.6,7,8.2.2,11.4.9,12.1,12.2,
13.5.2, 14.3.1
AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925,1937 1951,1958, 1961,1963,1966,1967,1970,1976,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AIA'rfi Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AlA" 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 draft was produced by AlA software at 15:55:39 on 02101/2005 under Order
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User Notes: (360386566)
9
ARTICLE 1 GENERAL PROVISIONS
~ 1.1 BASIC DEFINITIONS
~ 1.1.1 THE CONTRACT DOCUMENTS
The Contract Documents consist of the Agreement between Owner and Contractor (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 Mo ,," tions issued after
execution of the Contract. A Modification is (1) a written amendment to the Contract signei! b both parties, (2) a
Change Order, (3) a Construction Change Directive or (4) a written order for a minor change i the Work issued by
the Architect. Unless specifically enumerated in the Agreement, the Contract Documents db n include other
documents such as bidding requirements (advertisement or invitation to bid, Instructions to~Bi
the Contractor's bid or portions of Addenda relating to bidding requirements).
sons
~ 1.1.2 THE CONTRACT
The Contract Documents form the Contract for Construction. The Contract represents the
agreement between the parties hereto and supersedes prior negotiations, representations or
or oral. The Contract may be amended or modified only by a Modification. The Contract
construed to create a contractual relationship of any kind (1) between the Architect and Co
Owner and a Subcontractor or Sub-subcontractor, (3) between the Owner and Architect or
or entities other than the Owner and Contractor. The Architect shall, however, be entitled t
enforcement of obligations under the Contract intended to facilitate performance of the Ar
~ 1.1.3 THE WORK
The term "Work" means the construction and services required by the Contract Documents
partially completed, and includes all other labor, materials, equipment and services provided or to be provided by
the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project.
~ 1.1.4 THE PROJECT
The Project is the total construction of which the Work performed under the Contract Document Jll
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 desig
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 require1]1~nts,fot"p1aterials,
equipment, systems, standards and workmanship for the Work, and performance of related stftVices. \..
l
t
~ 1.1.7 THE PROJECT MANUAL ,I
The Project Manual is a volume assembled for the Work which may include the bidding re~uir ments, sa
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 prope~ execution and
completion of the Work by the Contractor. The Contract Documents are complementary, and.what"isrequired"
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 Bf,gd\lce4he"""""..,..
indicated results..J"/" ""'"''
,/
eO
~ 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangem t qf Drawings shall not
control the Contractor in dividing the Work among Subcontractors or in establishing the ex nt fWork to be
performed by any trade.
~ 1.2.3 Unless otherwise stated in the Contract Documents, words which have well-known
industry meanings are used in the Contract Documents in accordance with such recognize
AlA Document A20FM -1997. Copyright @1911, 1915.1918, 1925, 1937, 1951, 1958, 1961, 1963,1966, 1967,1970,1976, 1987 and 1997 byThe
American Institute of Architects. All rights reserved. WARNING: This AIA'~ Document is protected by U.S. Copyright Law and International Treaties. 10
Unauthorized reproduction or distribution of this AlA@ Document, or any portion of it, may result in severe civil and crimina.1 penalties, and will be
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~ 1.3 CAPITALIZATION
~ 1.3.1 Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the titles
of numbered articles or (3) the titles of other documents published by the American Institute of Architects.
~ 1.4 INTERPRETATION
~ 1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words ~uc as "all" and "any"
and articles such as "the" and "an," but the fact that a modifier or an article is absent from d~e atement 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 OWIj;ep.or"GontractOl:,o
both do not sign all the Contract Documents, the Architect shall identify such unsigned Do!um~nts upon request.
I II
~ 1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor his vi~ited the site,
become generally familiar with local conditions under which the Work is to be performed liild'correlated personal
observations with requirements of the Contract Documents.
~ 1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS '.
~ 1.6.1 The Drawings, Specifications and other documents, including those in electronic fo ~ ' Iirepared b
Architect and the Architect's consultants are Instruments of Service through which the W otk t~ be execu
Contractor is described. The Contractor may retain one record set. Neither the Contractor n~r a~y Subco
Sub-subcontractor or material or equipment supplier shall own or claim a copyright in the I!>rawings;"
and other documents prepared by the Architect or the Architect's consultants, and unless 0 ..
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.
the Work. The Drawings, Specifications and other documents prepared by the Architect and the Archite "ff"""",p
consultants, and copies thereof furnished to the Contractor, are for use solely with .respect t~ this . 'J.!M~y.!arel
not to be used by the Contractor or any Subcontractor, Sub-subcontractor or matenal or eqm pher onpth~r
projects or for additions to this Project outside the scope of the Work without the specific ~ritt nt of th ~ ii
Owner, Architect and the Architect's consultants. The Contractor, Subcontractors, Sub-sub~l)n an rial
or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, I
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 reguirem<:(J)ts or for
other purposes in connection with this Proj ect is not to be construed as publication in derogat;i6~ of the Ar'" t
or Architect's consultants' copyrights or other reserved rights. i
l
ARTICLE 2 OWNER
~ 2.1 GENERAL ,I
~ 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referre4 to
Contract Documents as if singular in number. The Owner shall designate in writing a repre~en tive who al ave
express authority to bind the Owner with respect to all matters requiring the Owner's approfal or authorization.
Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. 'Fhe'temrJI8wneru'mean
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
necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's liy
information shall include a correct statement of the record legal title to the property on whiS1\.
usually referred to as the site, and the Owner's interest therein. I
f
ii
~
}
~ 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER II I
~ 2.2.1 The Owner shall, at the written request of the Contractor, prior to commencement o~ thelW ork and thereafter,
furnish to the Contractor reasonable evidence that financial arrangements have been made t~ fulmTllie'Uwner s
obligations under the Contract. Furnishing of such evidence shall be a condition precedent to.commencement.
AlA Document A201™ -1997. Copyright @ 1911,1915,1918, 1925, 193~ 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties. 11
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 draft was produced by AlA software at 15:55:39 on 0210112005 under Order
No.1000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (360386566)
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.
~ 2.2.2 Except for permits and fees, including those required under Section 3.7.1, which are the responsibility of the
Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, easements,
assessments and charges required for construction, use or occupancy of permanent structurr',' S" for permanent
changes in existing facilities.
j
~ 2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitation
the site of the Project, and a legal description of the site. The Contractor shall be entitled to
information furnished by the Owner but shall exercise proper precautions relating to the sa
Work.
such
~ 2.2.4 Information or services required of the Owner by the Contract Documents shall be f
with reasonable promptness. Any other information or services relevant to the Contractor's
Work under the Owner's control shall be furnished by the Owner after receipt from the Co
request for such information or services.
~ 2.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be furnis
copies of Drawings and Project Manuals as are reasonably necessary for execution of the
~ 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 requirem
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 tg...a,;r....
duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person q,r..en11ty,
# ~'
except to the extent required by Section 6.1.3. 'I I
~ 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK ! I :
~ 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Cbntr<\pt D 'eJlts ~nd!
fails within a seven-day period after receipt of written notice from the Owner to commence and c'cirtinu.\(..:orre6tio
of such default or neglect with diligence and promptness, the Owner may after such seven-day period give'l
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 deficieJ?;>ies.rIn.~~ch case an d//'/
appropriate Change Order shall be issued deducting from payments then or thereafter due th7/Contractor th, . ,.JP'
reasonable cost of correcting such deficiencies, including Owner's expenses and compensation J;oftne" hi\es,t?(
additional services made necessary by such default, neglect or failure. Such action by the Qf,vn1} and am nt~i
charged to the Contractor are both subject to prior approval of the Architect. If payments thf:n qr thereafte d
Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference!jto ., e Owner.
i
HI~\~h~~::~::e p"wn 0' entity identified.. ,neh ill fue Agreement md i, rerL-
Contract Documents as if singular in number. The term "Contractor" means the Contractor or the Contractor's
authorized representative.
,..",,,":l',,,,;-<<>,,,.,"O,,,"''''''':C'''';''''
~/~Y
~ 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. il
i
l
~ 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordanqe
Documents either by activities or duties of the Architect in the Architect's administration of th
inspections or approvals required or performed by persons other than the Contractor.
.-:-"._,.,.>:"~...,".,;<,o""~",o,x,,,,
~~"1"~,
.;~~
~ 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 tW~:W;ork,,,th~.Contract
shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the
AlA Document A201TM -1997. Copyright @1911, 1915, 1918, 1925, 1937 1951,1958,1961,1963,1966,1967,1970,1976,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AIA$ Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA@ Document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
No.1 000157217_1 which expires on 1/13/2006, and is not for resale.
User Notes: (360386566)
12
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 require.
~ 3.2.2 Any design errors or omissions noted by the Contractor during this review shall be
Architect, but it is recognized that the Contractor's review is made in the Contractor's cap
not as a licensed design professional unless otherwise specifically provided in the Contract
Contractor is not required to ascertain that the Contract Documents are in accordance with
ordinances, building codes, and rules and regulations, but any nonconformity discovered b
Contractor shall be reported promptly to the Architect.
~ 3.2.3 If the Contractor believes that additional cost or time is involved because of clarifica
issued by the Architect in response to the Contractor's notices or requests for information ,ant to Sections 3.2.1
and 3.2.2, the Contractor shall make Claims as provided in Sections 4.3.6 and 4.3.7. If the ontactor fail
perform the obligations of Sections 3.2.1 and 3.2.2, the Contractor shall pay such costs and ar!ages to t . ner as
would have been avoided if the Contractor had performed such obligations. The Contracto shah not be r bit'll to the
Owner or Architect for damages resulting from errors, inconsistencies or omissions in the ontact Docu en' or
for differences between field measurements or conditions and the Contract Documents unl s tljJ.e Contra or
recognized such error, inconsistency, omission or difference and knowingly failed to repo it t6'the"Jtrc ec.
~ 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, sequ,\(ne
and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Dgsume"rits
give other specific instructions concerning these matters. If the Contract Documents give speci~5,ins e'''' .
concerning construction means, methods, techniques, sequences or procedures, the Contra'"
jobsite safety thereof and, except as stated below, shall be fully and solely responsible for t
means, methods, techniques, sequences or procedures. If the Contractor determines that sue 'fUe.~.~S,
techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice"te.4\~ er
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'o:r.,
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 Cont
Subcontractors and their agents and employees, and other persons or entities performing p
on behalf of the Contractor or any of its Subcontractors.
/~f'
.9f .,::_:,,>o>''',""O',=<>.
' ctopJ's empl
ions of the
f
I
~ 3.3.3 The Contractor shall be responsible for inspection of portions of Work already ped
such portions are in proper condition to receive subsequent Work.
to deter
~ 3.4 LABOR AND MATERIALS
~ 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor,
materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportatiPn",ando
facilities and services necessary for proper execution and completion of the Work, whether tempo:r~y or er
and whether or not incorporated or to be incorporated in the Work. If ,,/.,
t l/
~ 3.4.2 The Contractor may make substitutions only with the consent of the Owner, after evllualon by the Architect
and in accordance with a Change Order. I
!
~ 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor' i e loyees and other
persons carrying out the Contract. The Contractor shall not permit employment of unfit per ons or persons no
skilled in tasks assigned to them.
AlA Document A201™ -1997. Copyright @1911, 1915, 1918, 1925,1937,1951,1958,1961,1963,1966,1967,1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AIA@ Document is protected by U.S. Copyright Law and International Treaties. 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 draft was produced by AlA software aI15:55:39 on 02/01/2005 under Order
NO.1 000157217_1 which expires on 1/13/2006, and is not for resale.
User Notes: (360386566)
9 3.5 WARRANTY
9 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the
Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the
Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to
the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions
not properly approved and authorized, may be considered defective. The Contractor's wart excludes remedy for
damage or defect caused by abuse, modifications not executed by the Contractor, improper r i sufficient
maintenance, improper operation, or normal wear and tear and normal usage. If required b th Architect, the
Contractor shall furnish satisfactory evidence as to the kind and quality of materials and e . pent.
9 3.6 TAXES
93.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provid
which are legally enacted when bids are received or negotiations concluded, whether or no
scheduled to go into effect.
the Contractor
effective or merely
93.7 PERMITS, FEES AND NOTICES
93.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure a
permit and other permits and governmental fees, licenses and inspections necessary for pro
completion of the Work which are customarily secured after execution of the Contract and
required when bids are received or negotiations concluded.
Ul ing
nd
ly
93.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rul ,
orders of public authorities applicable to performance of the Work.
an
f
93.7.3 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 obsS)J;vet"
that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify Jl1e,.A:rchitec;""..
and Owner in writing, and necessary changes shall be accomplished by appropriate Modification ,.,e>' r
93.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinan
rules and regulations without such notice to the Architect and Owner, the Contractor shall a
responsibility for such Work and shall bear the costs attributable to correction.
9 3.8 ALLOWANCES
9 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 thepwner.,JJlay direct,
but the Contractor shall not be required to employ persons or entities to whom the Contractop!Iias reason~'f:Yl~ ,//
y .~>,:-;:
objection. l \ ,.//
,I Il
~,,~" '''~";;t
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.' ,
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",
9 3.8.2 Unless otherwise provided in the Contract Documents: !
.1 allowances shall cover the cost to the Contractor of materials and equipmentjde
all required taxes, less applicable trade discounts;
Contractor's costs for unloading and handling at the site, labor, installation
other expenses contemplated for stated allowance amounts shall be include
not in the allowances;
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 be.,twecllmae
costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's c:psfsunder Section
3.8.2.2. /'
I
i'
9 3.8.3 Materials and equipment under an allowance shall be selected by the Owner in suffi4ien
in the Work. 11
93.9 SUPERINTENDENT
9 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants w ," 0 s a e ill a
at the Project site during performance of the Work. The superintendent shall represent the ctontractor".an
communications given to the superintendent shall be as binding as if given to the Contractor. Important
.2
,,'
,f.?/*'''""
"pir
'iP
.3
AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925,1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The
American Institute 01 Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. 14
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 draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
No.1000157217 _1 which expires on 1/13/2006, and is not lorresale.
User Notes: (360386566)
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 sItan'Vot exceed time limits
current under the Contract Documents, shall be revised at appropriate intervals as required py tpe conditions of the
Work and Project, shall be related to the entire Project to the extent required by the Contraqt 1 uments, 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 sche~ule ,ofsubmittals.wh'
is coordinated with the Contractor's construction schedule and allows the Architect reasonable ltime to review
.,
submittals. I:
~ ~
~ 3.10.3 The Contractor shall perform the Work in general accordance with the most recent kcfi~dules submitted to
the Owner and Architect.
~ 3.11 DOCUMENTS AND SAMPLES AT THE SITE
~ 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Dra
Addenda, Change Orders and other Modifications, in good order and marked currently to r
selections made during construction, and one record copy of approved Shop Drawings, Pro
similar required submittals. These shall be available to the Architect and shall be delivered
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 th
Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate sOmy.,, IOn 0
the Work. ....>'0."'.".....
oo.0>>~,,;oo"ij'W'
~ 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions,lbroenu!;!?~: diagra
other information furnished by the Contractor to illustrate materials or equipment for some IYor . onh
~ 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establis
standards by which the Work will be judged.
~ 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Docum~XJJs.;.::rhe,.rurpose of
their submittal is to demonstrate for those portions of the Work for which submittals are reql}ii'ed by the C act
Documents the way by which the Contractor proposes to conform to the information given in c
expressed in the Contract Documents. Review by the Architect is subject to the limitations pf ction 4.2
Informational submittals upon which the Architect is not expected to take responsive actio~ m be so id
the Contract Documents. Submittals which are not required by the Contract Documents ma~ b returned
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 CdntractBoeuments.wi
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 Contr~JDoouments.all~
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 sut,'. the Contractor
represents that the Contractor has determined and verified materials, field measurements an,a fi d construction
criteria related thereto, or will do so, and has checked and coordinated the information cont~in within such
submittals with the requirements of the Work and of the Contract Documents. I
~ 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Docu~ents requlre'sl.lormtta
and review of Shop Drawings, Product Data, Samples or similar submittals until the respedive.submittaLhas.bee
approved by the Architect.
AlA Document A201™ -1997. Copyright @1911, 1915, 1918,1925,1937,1951,1958,1961,1963,1966,1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AIA'~ Document is protected by U.S. Copyright Law and International Treaties. 15
Unauthorized reproduction or distribution of this AlA@ Document, or any portlon of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
No.1000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (360386566)
~ 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of
responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop
Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect
in writing of such deviation at the time of submittal and (1) the Architect has given written approval to the specific
deviation as a minor change in the Work, or (2) a Change Order or Construction Change Dj.ree,ve has been issued
authorizing the deviation. The Contractor shall not be relieved of responsibility for errors Of 0 ,. ssions in Shop
Drawings, Product Data, Samples or similar submittals by the Architect's approval thereoq
l=
~ 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Dr~wings, ro uc ata,
Samples or similar submittals, to revisions other than those requested by the Architect on previ us.submittals,..In.t
absence of such written notice the Architect's approval of a resubmission shall riot apply tolisu
~
i
~ 3.12.10 The Contractor shall not be required to provide professional services which consti
architecture or engineering unless such services are specifically required by the Contract D
the Work or unless the Contractor needs to provide such services in order to carry out the
responsibilities for construction means, methods, techniques, sequences and procedures. T
required to provide professional services in violation of applicable law. If professional desi
certifications by a design professional related to systems, materials or equipment are speci e
Contractor by the Contract Documents, the Owner and the Architect will specify all perfo .' an riteria
that such services must satisfy. The Contractor shall cause such services or certifications to!lbe
properly licensed design professional, whose signature and seal shall appear on all drawings, c
specifications, certifications, Shop Drawings and other submittals prepared by such profes .~
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 entitl
to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by,,&uC
design professionals, provided the Owner and Architect have specified to the Contractor all performancs.and"d'esig
criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will revie~...appro e
other appropriate action on submittals only for the limited purpose of checking for confor net wi'n n
given and the design concept expressed in the Contract Documents. The Contractor shall n sible fo th
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.
0"',!":O~"X:'>>>:'""
~ 3.14 CUTTING AND PATCHING/f"'" .. .......~>
~ 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to comp}~te tJi€'Wor
its parts fit to gether properly. ,
ill
~ 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or pardall
construction of the Owner or separate contractors by cutting, patching or otherwise alterin~ su
excavation. The Contractor shall not cut or otherwise alter such construction by the Owner lor se arate c n ctor
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 corltractor.the'€ontractor"
consent to cutting or otherwise altering the Work.
~ 3.15 CLEANING UP
~ 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulatio
rubbish caused by operations under the Contract. At completion of the Work, the Contracto
about the Project waste materials, rubbish, the Contractor's tools, construction equipment,
materials.
waste"materiils'or'
r
h . remove from and
c . nery and surplus
~ 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Own r
thereof shall be charged to the Contractor.
AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. 16
Unauthorized reproduction or distribution of this AlA" Document. or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possibie under the law. This draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
No.1000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (360386566)
~ 3.16 ACCESS TO WORK
~ 3.16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress
wherever located.
~ 3.17 ROYALTIES, PATENTS AND COPYRIGHTS
~ 3.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend,suits or claims for
infringement of copyrights and patent rights and shall hold the Owner and Architect harml~ss from loss on account
thereof, but shall not be responsible for such defense or loss when a particular design, proc~ss ! product of a
particular manufacturer or manufacturers is required by the Contract Documents or where $e yright violations
are contained in Drawings, Specifications or other documents prepared by the Owner or Arfhitect. owever, 1 t e
Contractor has reason to believe that the required design, process or product is an infringen!ent,.a.copyright,or.a
patent, the Contractor shall be responsible for such loss unless such information is promptl 'f ished to the
Architect.
~ 3.18 INDEMNIFICATION
~ 3.18.1 To the fullest extent permitted by law and to the extent claims, damages, losses or
by Project Management Protective Liability insurance purchased by the Contractor in acco
the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consul and agenfs
employees of any of them from and against claims, damages, losses and expenses, includin b not limited
attorneys' fees, arising out of or resulting from performance of the Work, provided that su " cl im, damake,
expense is attributable to bodily injury, sickness, disease or death, or to injury to or destru ion ftangibl+ p perty
(other than the Work itself), but only to the extent caused by the negligent acts or omission of 'e"'eontraho,
Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts th Ie
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 employ
a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts
indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amo,
compensation or benefits payable by or for the Contractor or a Subcontractor under worker~"'c
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.,praGticipg /'/
architecture identified as such in the Agreement and is referred to throughout the Contract Dpe'Gmentsas 'tf',*ingul~\l>'/"~
in number. The term "Architect" means the Architect or the Architect's authorized represen' ti~F:.,"""0'''',.\, \//'
f <,~
I .
Cpntract D ume
rand Archit ct.
hitect against whom the
e'that"of.the"form
~ 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in t
shall not be restricted, modified or extended without written consent of the Owner, Contra
Consent shall not be unreasonably withheld.
~ 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a new
Contractor has no reasonable objection and whose status under the Contract Documents sh
Architect.
:>!-,~,,> ,o"~>>""",."x.x,_.,,,~, "<-,
~ 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT ,/"'''' "',
~ 4.2.1 The Architect will provide administration of the Contract as described in the Contractl1'
an Owner's representative (1) during construction, (2) until final payment is due and (3) witJ1 t
concurrence, from time to time during the one-year period for correction of Work describe1 in
Architect will have authority to act on behalf of the Owner only to the extent provided in t1I;e C
unless otherwise modified in writing in accordance with other provisions of the Contract. I
j
I
~ 4.2.2 The Architect, as a representative of the Owner, will visit the site at intervals approphat e sage 0 e
Contractor's operations (1) to become generally familiar with and to keep the Owner infonhed".about"the"progress".,~
and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and
"~\,
"
\.
AlA Document A20FM -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA$ Document is protected by U.S. Copyright Law and International Treaties. 17
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 draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
No.l000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (360386566)
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, yX"C t as provided in
Section 3.3.1.
~ 4.2.3 The Architect will not be responsible for the Contractor's failure to perform the wot:k i accordance with the
requirements of the Contract Documents. The Architect will not have control over or charg~ of an
responsible for acts or omissions of the Contractor, Subcontractors, or their agents or empl9ye
persons or entities performing portions of the Work.
~ 4.2.4 Communications Facilitating Contract Administration. Except as otherwise provide~ in
Documents or when direct communications have been specially authorized, the Owner and'C
endeavor to communicate with each other through the Architect about matters arising out
Contract. Communications by and with the Architect's consultants shall be through the Ar
by and with Subcontractors and material suppliers shall be through the Contractor. Comm
separate contractors shall be through the Owner.
~ 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment,
and certify the amounts due the Contractor and will issue Certificates for Payment in such
he Contract
tractor shall
elating to the
it ! t. Comm
. c(ttions by a
!
;
e l.chitect
mot.
~ 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 testin
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 .~erCfre or
not to exercise such authority shall give rise to a duty or responsibility of the Architect to the C~p,traefor,
Subcontractors, material and equipment suppliers, their agents or employees, or other persors"or e ..
portions of the Work. I
%}.'o"",~~"_,
~ 4.2.7 The Architect will review and approve or take other appropriate action upon the Contract;~"s"su
as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformanc"'"""".
information given and the design concept expressed in the Contract Documents. The Architect's action will be tak
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 l?~rmit.aq.equate f"';
review. Review of such submittals is not conducted for the purpose of determining the accurflcy andcomplt;;tenes~joff' ./'"
other details such as dimensions and quantities, or for substantiating instructions for install'\ition/of'pe?t'o\ma~cyA)f .' ,//"'..
equipment or systems, all of which remain the responsibility of the Contractor as required l:)y t e Contrac~ \1 ,/'"
{ "', ,x~
Documents. The Architect's review of the Contractor's submittals shall not relieve the Con ac r of the o:plig~tr6ns
under Sections 3.3, 3.5 and 3.12. The Architect's review shall not constitute approval of sa ty recaution" or "unless
otherwise specifically stated by the Architect, of any construction means, methods, techniq s, equences r
procedures. The Architect's approval of a specific item shall not indicate approval of an as m 1 of whi t
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. #"., ,*""'"~'~''''''''' ."h....
;/ff',j
~ 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Citro
of final completion, will receive and forward to the Owner, for the Owner's review and rec1fd ritten warranties
and related documents required by the Contract and assembled by the Contractor, and will ~ssu a final Certificate
for Payment upon compliance with the requirements of the Contract Documents. I
~ 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project reiPre ntatives to assist in
carrying out the Architect's responsibilities at the site. The duties, responsibilities and limit~tions 0 au on y 0
such project representatives shall be as set forth in an exhibit to be incorporated in the Conttact.Documents
"::,
~"~>~>
:'\~,
AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925,1937 1951,1958,1961,1963,1966,1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AIAfJ. 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 draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
No.1000157217 _1 which expires on 1/13/2006, and is not for resaie.
User Notes: (360386566)
18
~ 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 a r asonably inferable
from the Contract Documents and will be in writing or in the form of drawings. When ma ,ng ch interpretations
and initial decisions, the Architect will endeavor to secure faithful performance by both Ovjtner an ontractor, WI
not show partiality to either and will not be liable for results of interpretations or decisions . 0 renderedmin,good,faith
~ 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if con
expressed in the Contract Documents.
t with the intent
~ 4.3 CLAIMS AND DISPUTES r~~l
~ 4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter 'J right, a
interpretation of Contract terms, payment of money, extension of time or other relief with rhp t to the t
Contract. The term "Claim" also includes other disputes and matters in question between th~ 0 ner and
arising out of or relating to the Contract. Claims must be initiated by written notice. The re" 0 ibility to
substantiate Claims shall rest with the party making the Claim.
sent or
m of the
on actor
~ 4.3.2 Time Limits on Claims. Claims by either party must be initiated within 21 days afte
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 agree
or as provided in Section 9.7.1 and Article 14, the Contractor shall proceed diligently with perfo,gna
Contract and the Owner shall continue to make payments in accordance with the Contract II . .~
,
I
~ 4.3.4 Claims for Concealed or Unknown Conditions. If conditions are encountered at the sfteAI,j1ich ,,~,
subsurface or otherwise concealed physical conditions which differ materially from those indicat~<r'in,th}(C
Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ;)idin il
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
<fY'?'''-;
are disturbed and in no event later than 21 days after first observance of the conditions. The Architectwj,ll promptly ",of'
investigate such conditions and, if they differ materially and cause an increase or decrease ir~ldr~ Contrac't(h';s COS!/,,//"/
of, or time required for, performance of any part of the Work, will recommend an equitable"adj "Q th~//' .///""
Contract Sum or Contract Time, or both. If the Architect determines that the conditions at tlj1e s. e are not aferia,lJY'/
different from those indicated in the Contract Documents and that no change in the terms of th4 Contract justified,
the Architect shall so notify the Owner and Contractor in writing, stating the reasons. Clain!}s b~ either pa y i~
opposition to such determination must be made within 21 days after the Architect has give~ no"ce of the eci 'on. If
the conditions encountered are materially different, the Contract Sum and Contract Time s~all e e uitab1 a usted
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 proteedingwpursuant
Section 4.4.
:>><""",,,,:=,,:,""OXOX",,,"""'_'~;_,,
~ 4.3.5 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase ill t:l:)e"C'~ntractSum,
written notice as provided herein shall be given before proceeding to execute the Work. PrioJ;Ai "~"notreq;ure
for Claims relating to an emergency endangering life or property arising under Section 1O.6l
~ 4.3.6 If the Contractor believes additional cost is involved for reasons including but not liLit to (1) a written
interpretation from the Architect, (2) an order by the Owner to stop the Work where the Cohtra tor was not at fault,
(3) a written order for a minor change in the Work issued by the Architect, (4) failure of pa,1 m t by the Owner, (5)
termination of the Contract by the Owner, (6) Owner's suspension or (7) other reasonable oun s:~ aIm s a e
filed in accordance with this Section 4.3.
'~":,~~<:,~"
>,\
'\
AlA Document A201lM -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961, 1963,1966,1967,1970,1976,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. 19
Unauthorized reproduction or distribution of this AlA'" 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 draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
NO.1000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (360386566)
~ 4.3.7 Claims for Additional Time
~ 4.3.7.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided
herem shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on
progress of the Work. In the case of a continuing delay only one Claim is necessary.
~ 4.3.7.2 If adverse weather conditions are the basis for a Claim for additional time, such Clri
by data substantiating that weather conditions were abnormal for the period of time, could ,ot
anticipated and had an adverse effect on the scheduled construction. '
I
~ 4.3.8 Injury or Damage to Person or Property. If either party to the Contract suffers injur'
property because of an act or omission of the other party, or of others for whose acts such
responsible, written notice of such injury or damage, whether or not insured, shall be given 0
a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficien d
party to investigate the matter.
hall be documented
ave been reasonably
amage to person or
',s..legall
other party within
il to enable the other
~ 4.3.9 If unit prices are stated in the Contract Documents or subsequently agreed upon, anq'tf'quantities originally
contemplated are materially changed in a proposed Change Order or Construction Change pir tive so t
application of such unit prices to quantities of Work proposed will cause substantial inequilY t the Own
Contractor, the applicable unit prices shall be equitably adjusted. I
~ 4.3.10 Claims for Consequential Damages. The Contractor and Owner waive Claims agaipst
consequential damages arising out of or relating to this Contract. This mutual waiver inclues:
.1 damages incurred by the Owner for rental expenses, for losses of use, inco
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
personnel stationed there, for losses of financing, business and reputation, and for loss of
except anticipated profit arising directly from the Work.
This mutual waiver is applicable, without limitation, to all consequential damages due to ei
in accordance with Article 14. Nothing contained in this Section 4.3.10 shall be deemed to ~tecL\lde an
liquidated direct damages, when applicable, in accordance with the requirements of the Contract D'ocu
~ 4.4 RESOLUTION OF CLAIMS AND DISPUTES
~ 4.4.1 Decision of Architect. Claims, including those alleging an error or omission by the Architect but excluding",
those arising under Sections 10.3 through 10.5, shall be referred initially to the Architect for de7isien,'"AQ,initial/,,/f"'" I
decision by the Architect shall be required as a condition precedent to mediation, arbitrationpYi"litigation aL,all , /",/ , ' /'
Claims between the Contractor and Owner arising prior to the date final payment is due, unless 3()"dayS"qav~\P9S's~d /,,/f'f'
after ~e Cl~im has be~n re~erred to the Architect with no decision having be~~ rendered bYI.'th Architect:1',ThV,, /,f"'/'
ArchItect WIll not deCIde dIsputes between the Contractor and persons or entities other thamth Owner, l'
I, l
~ 4.4.2 The Architect will review Claims and within ten days of the receipt of the Claim tak~ 0 or more 1ft Ie
following actions: (1) request additional supporting data from the claimant or a response WIth ortin at om
the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest ~ compromise, or (5)
advise the parties that the Architect is unable to resolve the Claim if the Architect lacks suffieientinformation't
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 eki}l'fOfmatIo~fro"h
either party or from persons with special knowledge or expertise who may assist the Archit, t irl/rendering a
decision. The Architect may request the Owner to authorize retention of such persons at the! O'1ber' s expense.
~ ~
~ 4.4.4 If the Architect requests a party to provide a response to a Claim or to furnish additifnalllsupporting data,
such party shall respond, within ten days after receipt of such request, and shall either provide "response on the
requested supporting data, advise the Architect when the response or supporting data will b~ furlllS e or a VIse e
Architect that no supporting data will be furnished. Upon receipt of the response or support\l1g,.data,~if"ally;.",th
Architect will either reject or approve the Claim in whole or in part.
AlA Document A201™ - 1997. Copyright @ 1911,1915,1918, 1925,1937,1951,1958,1961,1963,1966,1967,1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AIA@ Document is protected by U.S. Copyright Law and International Treaties. 20
Unauthorized reproduction or distribution of this AIA@ Document, or any portion of it, may result in severe civil and criminal penalties, and will be
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No.1000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (360386566)
~ 4.4.5 The Architect will approve or reject Claims by written decision, which shall state the reasons therefor and
which shall notify the parties of any change in the Contract Sum or Contract Time or both. The approval or rejection
of a Claim by the Architect shall be final and bindmg on the parties but subject to mediation and arbitration.
~ 4.4.6 When a written decision of the Architect states that (1) the decision is final but subj~cttQ mediation and
arbitration and (2) a demand for arbitration of a Claim covered by such decision must be m~de [within 30 days after
the date on which the party making the demand receives the final written decision, then fai\Ure ~o demand arbitration
within said 30 days' period shall result in the Architect's decision becoming final and bind~g , on the Owner and
Contractor. If the Architect renders a decision after arbitration proceedings have been initiated, suc eClSlon may
be entered as evidence, but shall not supersede arbitration proceedings unless the decision i$ acpeptable"to,all''lJarti
r: ~
concerned. II I
~ 4.4.7 Upon receipt of a Claim against the Contractor or at any time thereafter, the Archite~t oJ 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 t~;"ffdtify the surety and
request the surety's assistance in resolving the controversy. ! I
I I
~ 4.4.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such C1 aiJ may pro
accordance with applicable law to comply with the lien notice or filing deadlines prior to r ol! ion of th
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 4.3.10, 9.10.4 and 9.10.5 shall, after initial decision by the Architect or 30 days
after submission of the Claim to the Architect, be subject to mediation as a condition precedent to arbitration or
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 part'
otherwise, shall be in accordance with the Construction Industry Mediation Rules of the Arp tration
Association currently in effect. Request for mediation shall be filed in writing with the other'part):: to t'e
and with the American Arbitration Association. The request may be made concurrently with the fifihg'Q;Ca. de an
for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedip.gs,
which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longe;"'''',,,,,,,,,.,,,
period by agreement of the parties or court order. #'
,:.o;<<<>""~~oxx, 4;-f""~
"~<<~~ ':~~:~ , - -F
~ 4.5.3 The parties shall share the mediator's fee and any filing fees equally. The mediation spall be held irhthe pla,pe"'#'
where the Project is located, unless another location is mutually agreed upon. Agreements r,~c "in'me~iiation.shal
be enforceable as settlement agreements in any court having jurisdiction thereof. f \l
~ 4.6 ARBITRATION I
~ 4.6.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthefc
waived as provided for in Sections 4.3.10, 9.10.4 and 9.10.5, shall, after decision by the ArCh' ct or 30 d ys ter
submission of the Claim to the Architect, be subject to arbitration. Prior to arbitration, the ties 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 ~ytually'agree..<<".."
otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the Amer,ie-an Arbitration "
Association currently in effect. The demand for arbitration shall be filed in writing with the ot" y'to the
Contract and with the American Arbitration Association, and a copy shall be filed with the c ect.
'\:,
~ 4.6.3 A demand for arbitration shall be made within the time limits specified in Sections
applicable, and in other cases within a reasonable time after the Claim has arisen, and in n
after the date when institution of legal or equitable proceedings based on such Claim woul
applicable statute oflimitations as determined pursuant to Section 13.7.
and 4.6.1 as
t shall it be made
arred by the
AlA Document A201™ -1997. Copyright @ 1911,1915,1918, 1925,1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNiNG: This AiA'" Document is protected by U.S. Copyright Law and International Treaties. 21
Unauthorized reproduction or distribution of this AIA@ Document, or any portion of it, may result in severe civil and criminal penalties, and will be
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~ 4.6.4 Limitation on Consolidation or Joinder. No arbitration arising out of or relating to the Contract shall include,
by consolidation or 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 requ' 'f complete relief is
to be accorded in arbitration. No person or entity other than the Owner, Contractor or a se contractor as
described in Article 6 shall be included as an original third party or additional third party t rbitration whose
interest or responsibility is insubstantial. Consent to arbitration involving an additional per n r entity shall not
constitute consent to arbitration of a Claim not described therein or with a person or entity ot name or escn e
therein. The foregoing agreement to arbitrate and other agreements to arbitrate with an add . ol\alpeFsofl,>eFdilll .
duly consented to by parties to the Agreement shall be specifically enforceable under appli bI' law in any court
having jurisdiction thereof.
~ 4.6.5 Claims and Timely Assertion of Claims. The party filing a notice of demand for arb
demand all Claims then known to that party on which arbitration is permitted to be deman
~ 4.6.6 Judgment on Final Award. The award rendered by the arbitrator or arbitrators shall
may be entered upon it in accordance with applicable law in any court having jurisdiction t
ARTICLE 5 SUBCONTRACTORS
~ 5.1 DEFINITIONS
~ 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor t
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 "Subcontract "
does not include a separate contractor or subcontractors of a separate contractor. """
(/?~"".,.;
w~.;>>'i
~ 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subsonttactor t
perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughciut th,tf{r~
Documents as if singular in number and means a Sub-subcontractor or an authorized repre~e he Sub-
subcontractor. ''-''
~ 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK
~ 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as
practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of
persons or entities (including those who are to furnish materials or equipment fabricated to a spscial,desi~n)
proposed for each principal portion of the Work. The Architect will promptly reply to the COJitractor in wrj,t~ng ""eo@
stating whether or not the Owner or the Architect, after due investigation, has reasonable obJec . ,y sU:~h.",/'
proposed person or entity. Failure of the Owner or Architect to reply promptly shall constitpte otice of Ii' \l
re~M~~~~a I
j
~ 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Ow>>;h
reasonable and timely objection. The Contractor shall not be required to contract with anyo: e
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 Hlposea.buL
rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum andy ract Time shall "....,.",
be increased or decreased by the difference, if any, occasioned by such change, and an appro .tia ..tfange"Order""'%,.."" '\
shall be issued before commencement of the substitute Subcontractor' s Work. However, no se in the Contract '\
Sum or Contract Time shall be allowed for such change unless the Contractor has acted pr p y and responsively
in submitting names as required.
~ 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selecte
Architect makes reasonable objection to such substitute.
AlA Document A201™ -1997. Copyright @1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963,1966,1967,1970,1976,1987 and 1997 byThe
American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. 22
Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be
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NO.1000157217 _1 which expires on 1/13/2006, and is not for resaie.
User Notes: (360386566)
~ 5.3 SUBCONTRACTUAL RELATIONS
~ 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall require each
Subcontractor, to the extent of the Work 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 pf0te~t the rights of the
Owner and Architect under the Contract Documents with respect to the Work to be perfon.ied ; y the Subcontractor
so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontfac r, unless specifically
provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redfes gainst the
Contractor that the Contractor, by the Contract Documents, has against the Owner. Where ~ppropna e, e
Contractor shall require each Subcontractor to enter into similar agreements with Sub-subc~ntrjlGt()r,s'V,
Contractor shall make available to each proposed Subcontractor, prior to the execution of t~e subcontract agreement,
copies of the Contract Documents to which the Subcontractor will be bound, and, upon wri~tenlrequest of the
Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract ~greement which may
be at variance with the Contract Documents. Subcontractors will similarly make copies of }ppTtcable 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 0 t e Owner ro ded
that:
.1
i
assignment is effective only after termination of the Contract by the Owner ~or use purs ,ant 0
Section 14.2 and only for those subcontract agreements which the Owner ad eptotirying
Subcontractor and Contractor in writing; and
assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the
Contract.
.2
~ 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor:
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 CONTRAC:r:S""
~ 6.1.1 The Owner reserves the right to perform construction or operations related to the Project ;ltlNhe Own's
own forces, and to award separate contracts in connection with other portions of the Project or other con~tructiQJ;l 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 provi~~,gin,.sec.t!~n 4.3.
/'"
~ 6.1.2 When separate contracts are awarded for different portions of the Project or other co's ctlon'oho
on the site, the term "Contractor" in the Contract Documents in each case shall mean the C1",,'ntr ctor who xe
each separate Owner-Contractor Agreement. I
~ 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forcel
contractor with the Work of the Contractor, who shall cooperate with them. The Contracto~ sh artlcI e th
other separate contractors and the Owner in reviewing their construction schedules when dfected to do so. The
Contractor shall make any revisions to the construction schedule deemed necessary after a Jointreview'and'mutua
agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate
contractors and the Owner until subsequently revised. /""'...".,.,~.."'." """
..,f,,;<t "<<:':':'\._
~ 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs con~~ctboIf'of'operat1ons"'",\ "\
related to the Project with the Owner's own forces, the Owner shall be deemed to be subject{tof same obligations \. \
and to have the same rights which apply to the Contractor under the Conditions of the Cont/act including, without
excluding others, those stated in Article 3, this Article 6 and Articles 10, 11 and 12. "
~ 6.2 MUTUAL RESPONSIBILITY 'I
~ 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunfty or III ro uc IOn an
storage of their materials and equipment and performance of their activities, and shall connect,and..coordinate,t,
Contractor's construction and operations with theirs as required by the Contract Documents.
AlA Document A201TM -1997. Copyright @1911, 1915, 1918,1925,1937,1951,1958,1961,1963,1966,1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. 23
Unauthorized reproduction or distribution of this AIA@ Document, or any portion of it, may result in severe civil and criminal penalties, and will be
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No.1000157217_1 which expires on 1/13/2006, and is nolforresale.
User Notes: (360386566)
~ 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 anpp per 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 wbic
separate contractor because of delays, improperly timed activities or defective construction:'of t e ontrac or.
Owner shall be responsible to the Contractor for costs incurred by the Contractor because or de~,aysTj,mpr0perl,
timed activities, damage to the Work or defective construction of a separate contractor. I :
#. ':
~ 6.2.4 The Contract?r shall promptly remedy damage wrongfully caused by the c~ntra~torl~~,~omPleted or partially
completed constructIOn or to property of the Owner or separate contractors as prOVIded III ~ection 10.2.5.
~ 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutt
described for the Contractor in Section 3.14.
~ 6.3 OWNER'S RIGHT TO CLEAN UP
~ 6.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to t
their respective contracts for maintaining the premises and surrounding area free from was
the Owner may clean up and the Architect will allocate the cost among those responsible.
~ 7.1.3 Changes in the Work shall be performed under applicable provisions ofthe Contract Documents, and the
Contractor shall proceed promptly, unless otherwise provided in the Change Order, Constructio!JiGnangyDirective
or order for a minor change in the Work. /,<" ""\, ,/""",$
, \. ,,~//'
'1/'
/d'"
tor ,an
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 invalid~!in.g'ffie
Contract, by Change Order, Construction Change Directive or order for a minor change in the W ,k;"s'ubjest,tk>" th
limitations stated in this Article 7 and elsewhere in the Contract Documents.,,,,,,,,,~""" I
.~~tC::::o';,:. ___ ~
~ 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor andnitE~t~'~"c;onsg?dtio
Change Directive requires agreement by the Owner and Architect and mayor may not be agreed to'by"tl:l~ ,,,j
Contractor; an order for a minor change in the Work may be issued by the Architect alone. '''''''' "'>''>
~ 7.2 CHANGE ORDERS
~ 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the
Architect, stating their agreement upon all of the following:
.1 change in the Work;
.2 the amount of the adjustment, if any, in the Contract Sum; and
.3 the extent of the adjustment, if any, in the Contract Time.
~ 7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Section 7.3.3.
~ 7.3 CONSTRUCTION CHANGE DIRECTIVES
~ 7.3.1 A Construction Change Directive is a written order prepared by the Architect and sig
Architect, directing a change in the Work prior to agreement on adjustment, if any, in the
Time, or both. The Owner may by Construction Change Directive, without invalidating th
in the Work within the general scope of the Contract consisting of additions, deletions or 0
Contract Sum and Contract Time being adjusted accordingly.
b}:,ctlfe'Ow'ner=ano"""",
trllc't Sum or Contract"'
o 'tract, order changes
er evisions, the
~ 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on he erms 0 a ange
Order.
AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961, 1963,1966,1967,1970,1976,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA'" 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 draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
NO.1000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (360386566)
~ 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 mutuallYlI'ac
percentage fee; or 10
.4 as provided in Section 7.3.6.
!
~ 7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall promptly pro tee WIt t e c ange III
the Work involved and advise the Architect of the Contractor's agreement or disagreement twitlt,the,metheGi"ii:,an ,
provided in the Construction Change Directive for determining the proposed adjustment in ~he Contract Sum or
Contract Time. ,. ',i
. ~
~
~ ~
~ 7.3.5 A Construction Change Directive signed by the Contractor indicates the agreement anile Contractor
therewith, including adjustment in Contract Sum and Contract Time or the method for dete ing them. Such
agreement shall be effective immediately and shall be recorded as a Change Order.
~ 7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjust n in the C
the method and the adjustment shall be determined by the Architect on the basis of reasonable
savings of those performing the Work attributable to the change, including, in case of an in~re
Sum, a reasonable allowance for overhead and profit. In such case, and also under Section .3.
shall keep and present, in such form as the Architect may prescribe, an itemized accountin
appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this
Section 7.3.6 shall be limited to the following:
.1 costs of labor, including social security, old age and unemployment insurance, fringe benefits
required by agreement or custom, and workers' compensation insurance;
.2 costs of materials, supplies and equipment, including cost of transportation, whet
consumed;
.3 rental costs of machinery and equipment, exclusive of hand tools, whether r
or others; "''''''
.4 costs of premiums for all bonds and insurance, permit fees, and sales, use or similartax
the Work; and
.5 additional costs of supervision and field office personnel directly attributable to the change.
",~~~t
~ 7.3.7 The amount of credit to be allowed by the Contractor to the Owner for a deletion or chal}ge,whicll,results in a, ,'/''''''' \
net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. Wheli'both additi~n$ and 4/'/" ,0 J
credits covering related Work or substitutions are involved in a change, the allowance for 01~rh\Hfcrana'1?,rofJt s,na11" 1""
;, -',' ~- " ,<P' /
be figured on the basis of net increase, if any, with respect to that change. I,' l,' ',if", "r/'
I ! ,/""
~ 7.3.8 Pending final determination of the total cost of a Construction Change Directive to *,1 e qwner, am " nts",i,inot in
dispute for such changes in the Work shall be included in Applications for Payment accomJl>anfd by a C ng~
Order indicating the parties' agreement with part or all of such costs. For any portion of suqh c, t that re in' in
dispute, the Architect will make an interim determination for purposes of monthly certification for payment for th
costs. That determination of cost shall adjust the Contract Sum on the same basis as a Charrke'fuder;'sl1bjecttO'th
right of either party to disagree and assert a claim in accordance with Article 4.
/;$:"",_'>'X""~O".'M:<."."*'"~~,.".:_""",%\\.<"
~ 7.3.9 When the Owner and Contractor agree with the determination made by the Architect c01}c~rning the '''''''''\
" " ,."",,,,,.,,,,,,,,,,,,,, " '\
adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon thejl'CljusJ;rrrents, such """"'" \
agreement shall be effective immediately and shall be recorded by preparation and executiop ofln appropriate". "
Change Order. of
!f
~ 7.4 MINOR CHANGES IN THE WORK , I
~ 7.4.1 The Architect will have authority to order minor changes in the Work not involving Mj' tment in the
Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Con ac ocumen s.
Such changes shall be effected by written order and shall be binding on the Owner and Corltract0l:"mT.he,G.ontracto
shall carry out such written orders promptly.
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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
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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 accordan e ith Section 9.8.
~ 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless 0 he ,ise,specitical1
defined.
~ 8.2 PROGRESS AND COMPLETION
~ 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By uting the Agreement
the Contractor confirms that the Contract Time is a reasonable period for performing the 'Cffk'1
! j
~ 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owndr in!writing, p
com~ence operations on the site or elsewhere prior to the effective date of insurance requi~ed ~y Article II t
furnIshed by the Contractor and Owner. The date of commencement of the Work shall not "e changed bylthe
effective date of such insurance. Unless the date of commencement is established by the Cdntrdct Docu~nt or a
notice to proceed given by the Owner, the Contractor shall notify the Owner in writing not esslth'atr'five~ay
other agreed period before commencing the Work to permit the timely filing of mortgages, .
other security interests.
~ 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completi
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 W
the Owner or Architect, or of an employee of either, or of a separate contractor employed bY'tht<"Qwne
changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casbalti\:,s or he
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.
#.0'>W"'"''.<:>'''~~-~'''''
~ 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Secti'5n 4.3. '\,
. I'
l \ /'
~ 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party un~er her prov iOJii~ 0
the Contract Documents. '
AR.TICLE 9 PAYMENTS AND COMPLETION
~ 9.1 CONTRACT SUM !
~ 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments,llis the total amount
payable by the Owner to the Contractor for performance of the Work under the Contract D6cument .
~ 9.2 SCHEDULE OF VALUES,,,,,_,,,,,w,."""'m",,,",,,,,,,~
~ 9.2.1 Before the first Application for Payment, the Contractor shall submit to the Architect a~ph~ule of values '"
allocated to various portions of the Work, prepared in such form and supported by such data J6 s late its
accuracy as the Architect may require. This schedule, unless objected to by the Architect, s~all used as a basis for
reviewing the Contractor's Applications for Payment.;
I
~ 9.3 APPLICATIONS FOR PAYMENT I
~ 9.3.1 At least ten days before the date established for each progress payment, the Contractpr s all submit to the
Architect an itemized Application for Payment for operations completed in accordance wit, the sc e u e 0 va ues.
Such application shall be notarized, if required, and supported by such data substantiating 1he".contractor;s,.right.t
AlA Document A201™ -1997. Copyright @1911, 1915, 1918, 1925, 1937, 1951,1958,1961,1963,1966,1967,1970,1976,1987 and 1997 by The
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Unauthorized reproduction or distribution of this AIA@ Document, or any portion of it, may result in severe civil and criminal penalties, and will be
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payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material
suppliers, and reflecting retain age if provided for in the Contract Documents.
~ 9.3.1.1 As provided in Section 7.3.8, such applications may include requests for payment on account of changes in
the Work which have been properly authorized by Construction Change Directives, or by interim determinations of
the Architect, but not yet included in Change Orders.
~ 9.3.1.2 Such applications may not include requests for payment for portions of the Work ,r
does not intend to pay to a Subcontractor or material supplier, unless such Work has been rled
whom the Contractor intends to pay.
~ 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on nt of materials and
equipment delivered and suitably stored at the site for subsequent incorporation in the Wor approved in advance
by the Owner, payment may similarly be made for materials and equipment suitably stored he site at a location
agreed upon in writing. Payment for materials and equipment stored on or off the site shall nditioned upon
compliance by the Contractor with procedures satisfactory to the Owner to establish the 0 s title to such
materials and equipment or otherwise protect the Owner's interest, and shall include the co'ts applicab e
insurance, storage and transportation to the site for such materials and equipment stored 0 the site. l
~ 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payme w I pass to t e wner
no later than the time of payment. The Contractor further warrants that upon submittal of a A 1ication tor
Payment all Work for which Certificates for Payment have been previously issued and pay en . ed fro
Owner shall, to the best of the Contractor's knowledge, information and belief, be free and
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.
,,~X0
~ 9.4 CERTIFICATES FOR PAYMENT """,,;;'#""
~ 9.4.1 The Architect will, within seven days after receipt of the Contractor's Application for Pa;;.tperf( eit~~..tis~
to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as t e':l\rchl!l:<ct"determin
is properly due, or notify the Contractor and Owner in writing of the Architect's reasons fo itM ,e' g
certification in whole or in part as provided in Section 9.5.1.
~ 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Ow
based on the Architect's evaluation of the Work and the data comprising the Application for Payment, that the 0
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 representatio~s,are,su'~ject to an
evaluation of the Work for conformance with the Contract Documents upon Substantial Cou.w1etioll,to re's
subsequent tests and inspections, to correction of minor deviations from the Contract Docu1flent.~"prroj>tQ\co
and to specific qualifications expressed by the Architect. The issuance of a Certificate for paynlent will r h
constitute a representation that the Contractor is entitled to payment in the amount certifiedl Hqwever, th iss f ce
of a Certificate for Payment will not be a representation that the Architect has (1) made exHaus"ve or con nU9us on-
site inspections to check the quality or quantity of the Work, (2) reviewed construction medns, ethods, t ch ''ques,
sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors end aterial s pp rs
and other data requested by the Owner to substantiate the Contractor's right to payment, ofj(4) made examination to
ascertain how or for what purpose the Contractor has used money previously paid on accouht'of,the'€'Ontraet'S'tl
~ 9.5 DECISIONS TO WITHHOLD CERTIFICATION
~ 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent r
to protect the Owner, if in the Architect's opinion the representations to the Owner required QY
be made. If the Architect is unable to certify payment in the amount of the Application, the kc
J
Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot ~gre
amount, the Architect will promptly issue a Certificate for Payment for the amount for whi~h
make such representations to the Owner. The Architect may also withhold a Certificate for fa
subsequently discovered evidence, may nullify the whole or a part of a Certificate for paYn}ent reviously issued, to
such extent as may be necessary in the Architect's opinion to protect the Owner from loss tpr w IC e on ac or
is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because.,\) .
.1 defective Work not remedied;
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American Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. 27
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.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 Contra
unpaid balance would not be adequate to cover actual or liquidated damage
or
.7 persistent failure to carry out the Work in accordance with the Contract Do
ade for amounts
~ 9.5.2 When the above reasons for withholding certification are removed, certification will
previously withheld.
~ 9.6 PROGRESS PAYMENTS
~ ~.6:1 Afte: the Arc~itec~ has issued a Certificate for Payment, the O.wner shall ~ake paynrener:'n the manner and
WIthin the time proVIded III the Contract Documents, and shall so notify the Architect. I:i
i j
i 'i
~ 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment froT th~ Owner, ut l the
amount paid to the Contractor on account of such Subcontractor's portion of the Work, the ram "unt to wh h ~aid
Subcontractor is entitled, :eflecting percentages actually retained from pay~ents to the Co~t~a or on acc un4 of
such Subcontractor's portIOn of the Work. The Contractor shall, by approprIate agreement I, It onthrc
require each Subcontractor to make payments to Sub-subcontractors in a similar manner.
~ 9.6.4 Neither the Owner nor Architect shall have an obligation to payor to see to the paY111e
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 Secti~ns'9',6.,~, 9.
9.6.4. ' ....""..".,
%':<:.
~ 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.
~ 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the
Owner shall not constitute acceptance of Work not in accordance with the Contract Document~".""w"""",,,,,,
/" "\
~ 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sunrf~ .~ t i
payments received by the Contractor for Work properly performed by Subcontractors and srp Iers shall e
the Contractor for those Subcontractors or suppliers who performed Work or furnished mattri , or both, n
contract with the Contractor for which payment was made by the Owner. Nothing containe' h ein shall
money to be placed in a separate account and not commingled with money of the Contract, II create
fiduciary liability or tort liability on the part of the Contractor for breach of trust or shall e
to an award of punitive damages against the Contractor for breach of the requirements of t
~ 9.7 FAILURE OF PAYMENT
~ 9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, ""ithin'seven.,days
after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Conp'a"Ct~r within seven ...,.,..
days after the date established in the Contract Documents the amount certified by the Archih;,ct or,f,lwar'3ed'by"'-""
arbitration, then the Contractor may, upon seven additional days' written notice to the OwnyT an.' Architect, stop the
Work until payment of the amount owing has been received. The Contract Time shall be exhten 'ed appropriately and
the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of f ut own, delay and
start-up, plus interest as provided for in the Contract Documents.
AlA Document A201TM -1997. Copyright @ 1911,1915,1918,1925,1937,1951, 1958,1961, 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. 28
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 draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
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~ 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 la
separately, is substantially complete, the Contractor shall prepare and submit to the Architept
items to be completed or corrected prior to final payment. Failure to include an item on such 1i
responsibility of the Contractor to complete all Work in accordance with the Contract Doc~me
j
I
~ 9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to deternljjnehetber"th~WoFk;.
designated portion thereof is substantially complete. If the Architect's inspection discloses Imy tem, whether or not
included on the Contractor's list, which is not sufficiently complete in accordance with the ~ act Documents so
that the Owner can occupy or utilize the Work or designated portion thereof for its intende ' , the Contractor
shall, before issuance of the Certificate of Substantial Completion, complete or correct suc upon notification
by the Architect. In such case, the Contractor shall then submit a request for another inspe by the Architect to
determine Substantial Completion.
s to accept
omprehensive list of
does not alter the
ts.
~ 9.8.4 When the Work or designated portion thereof is substantially complete, the Architeq wi I prepare
Certificate of Substantial Completion which shall establish the date of Substantial Comple I n, hall esta lis
responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, dam e t the Wor
insurance, and shall fix the time within which the Contractor shall finish all items on the Ii ac
Certificate. Warranties required by the Contract Documents shall commence on the date of
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 writt
acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent ots ty, if"...
any, the O,:"ner shall make pay~e~t of retainage ap~lying to such W.ork or desi~nated portio~~~reot:'~S~S~,,'parmi~t
shall be adjusted for Work that IS mcomplete or not III accordance WIth the requIrements Of;thl': Con "Docuiens.
~ 9.9 PARTIAL OCCUPANCY OR USE '"'''''''''''''''' .",,,,..J
~ 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work atany..S,!~ge whe
such portion is designated by separate agreement with the Contractor, provided such occupancy or use is coos t
to by the insurer as required under Section 11.4.1.5 and authorized by public authorities having jurisdiction over
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 ',F.paYJI,lents,
retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, , ave agree(hin
writing concerning the period for correction of the Work and commencement of warranties leq~fecrbY'~e G,o~t
Documents. When the Contractor considers a portion substantially complete, the Contractor sh~ll prepar ndl
submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partJa1 occupa cy se
shall not be unreasonably withheld. The stage of the progress of the Work shall be determided' y written gr ment
between the Owner and Contractor or, if no agreement is reached, by decision of the Archi~bct.
~ 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Arc~tect shall jointly inspect
the area to be occupied or portion of the Work to be used in order to determine and record the"condition"oHh
Work.
:{<"~X"":>>>>><<""":O"OXO'_>>""'",'>",:<x>,,
~ 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the yY;ofk;hall .'.....
constitute acceptance of Work not complying with the requirements of the Contract Documepts
l
r
~ 9.10 FINAL COMPLETION AND FINAL PAYMENT I
~ 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and accepfan
a final Application for Payment, the Architect will promptly make such inspection and, wh~n
Work acceptable under the Contract Documents and the Contract fully performed, the Arc~te will promptly issue
a final Certificate for Payment stating that to the best of the Architect's knowledge, inform~tion an e e , an on
the basis of the Architect's on-site visits and inspections, the Work has been completed in a'ccoFdance..v"ith,ter,
and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in
-'=-~".
.,\
1
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American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. 29
Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be
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the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further
representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment
have been fulfilled.
~ 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits
to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other irrdebfedness connected
with the Work for which the Owner or the Owner's property might be responsible or encUllbe d (less amounts
withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that ins ance required by the
Contract Documents to remain in force after final payment is currently in effect and will no~ b canceled or allowed
to expire until at least 30 days' prior written notice has been given to the Owner, (3) a writtbn statement t at t e
Contractor knows of no substantial reason that the insurance will not be renewable to covetl" thet.,., perJod"requir,
the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required oy t e Owner, other data
establishing payment or satisfaction of obligations, such as receipts, releases and waivers of lie . s, claims, security
interests or encumbrances arising out of t?e Contract, to the. extent a~d in such form as ma~ b,~>.~esignated by th~
Owner. If a Subcontractor refuses to furrush 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 rema' ! satisfied after
payments are made, the Contractor shall refund to the Owner all money that the Owner ma ;compelled'topay in
discharging such lien, including all costs and reasonable attorneys' fees. ! j 1
I
~ 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially Idelayed throu h
of the Contractor or by issuance of Change Orders affecting final completion, and the Architec~ so confinps, e
Owner shall, upon application by the Contractor and certification by the Architect, and witaout1terminating t
!
Contract, make payment of the balance due for that portion of the Work fully completed a .
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 p"&"
portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior t~~.",,#''''''>
certification of such payment. Such payment shall be made under terms and conditions governing final payrt1'eI{t,
except that it shall not constitute a waiver of claims. ,.P
~ 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner exc
.1 liens, Claims, security interests or encumbrances arising out of the Contract ,,~s~tt
.2 failure of the Work to comply with the requirements of the Contract Documents; at""'"
.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 P5!){ee,as..ij~,settled at
the time of final Application for Payment. ,if
l
ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY , l
~ 10.1 SAFETY PRECAUTIONS AND PROGRAMS I !
~ 10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safet precauti
programs in connection with the performance of the Contract. I
;
!
~ 10.2 SAFETY OF PERSONS AND PROPERTY I
~ 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide re<tsonable'1'roteetroll''t
prevent damage, injury or loss to:
.1 employees on the Work and other persons who may be affected thereby;;;,..""",""~"'>""''''''''''.''''''''
.2 the Work and materials and equipment to be incorporated therein, whether in stopage onar off the'.,.
site, under care, custody or control of the Contractor or the Contractor's SubcotltractorsotS'li1J:...,...""..." '\
! ,f" :'\,
subcontractors; and f l'
.3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, wa:Iks, avements,
roadways, structures and utilities not designated for removal, relocation or r~pla ment in the course
of construction. I
~ 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, ru1~s, reg IOns an aw u
orders of public authorities bearing on safety of persons or property or their protection froni,damagc;"il1juF;c,orJ
AlA Document A201™ -1997. Copyright @1911, 1915, 1918,1925,1937,1951,1958,1961,1963,1966,1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. 30
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~ 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract,
reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards,
promulgating safety regulations and notifying owners and users of adjacent sites and utilities.
~ 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are
necess~r~ for execution of t~e Work, the Contractor shall exercise utmost care and carry Olrsuqh activities under
supervIsIOn of properly qualIfied personnel. I, I
~ 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss~ns I ed under property
insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2:' d ... cause III
whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone direct! or indirectly.empl0Y
by any of them, or by anyone for whose acts they may be liable and for which the Contract r i~ responsible under
Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of to' ner or Architect or
anyone directly or indirectly employed by either of them, or by anyone for whose acts eith hem may be liable,
and not attributable to the fault or negligence of the Contractor. The foregoing obligations e Contractor are in
addition to the Contractor's obligations under Section 3.18.
~ 10.2.6 The Contractor shall designate a responsible member of the Contractor's organizat
shall be the prevention of accidents. This person shall be the Contractor's superintendent u
designated by the Contractor ir1 writing to the Owner and Architect.
~ 10.2.7 The Contractor shall not load or permit any part of the construction or site to be 10
safety.
~ 10.3 HAZARDOUS MATERIALS
~ 10.3.1 If reasonable precautions will be inadequate to prevent foreseeable bodily inj ury or death to persons
resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl,(Jle ,
encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, i '~at~!x,>
Work in the affected area and report the condition to the Owner and Architect in writing. ..,.'
~ 10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence b~!?nce t
or substance reported by the Contractor and, ir1 the event such material or substance is found to bepresep"t, to
that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Owner shaltfur . h
writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests
verifying the presence or absence of such material or substance or who are to perform the task of removal or safe
containment of such material or substance. The Contractor and the Architect will promptly replX)04he..Q,wner in
writing stating whether or not either has reasonable objection to the persons or entities propo,s€'d by the O\.Vuer. If ,
either the Contractor or Architect has an objection to a person or entity proposed by the Owper 'rOwn~r iqa!.V"
propose another to whom the Contractor and the Architect have no reasonable objection. ~e the materJrl df /"
substance has been rendered harmless, Work in the affected area shall resume upon writtenja ement of fie Qjwner
and Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be increas~d i the
amount of the Contractor's reasonable additional costs of shut-down, delay and start-up, wi',.. ic adjustme' s II be
accomplished as provided in Article 7.
~ 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmles'S.,the'€ontracto ,
Subcontractors, Architect, Architect's consultants and agents and employees of any of them from and against
claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or sulting..frD
performance of the Work in the affected area if in fact the material or substance presents the ri~ bodil in'ury
death as described in Section 10.3.1 and has not been rendered harmless, provided that such 9t age, loss
expense is attributable to bodily injury, sickness, disease or death, or to injury to or destructibn tangible property
(other than the Work itself) and provided that such damage, loss or expense is not due to thi so negligence of a
party seeking indemnity.
~ 10.4 The Owner shall not be responsible under Section 10.3 for materials and substances
Contractor unless such materials or substances were required by the Contract Documents.
AlA Document A201n. -1997. Copyright @1911, 1915, 1918, 1925, 19311951, 1958,1961,1963,1966,1967,1970,1976,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties. 31
Unauthorized reproduction or distribution of this AlA'" Document, or any portion of it, may resuit in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
No.1000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (360386566)
~ 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, attthe"Contractor's
discretion, to prevent threatened damage, injury or loss. Additional compensation or extensfon ~f time claimed by
the Contractor on account of an emergency shall be determined as provided in Section 4.3 Jnd ticle 7.
I
ARTICLE 11 INSURANCE AND BONDS 1
~ 11.1 CONTRACTOR'S LIABILITY INSURANCE II
~ 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawf4lly uthorized to do
business in the jurisdiction in which the Project is located such insurance as will protect th~ Co tractor from claims
set forth below which may arise out of or result from the Contractor's operations under the f=o~tract and for which
the Contractor may be legally liable, whether such operations be by the Contractor or by a Stil5'contractor or by
anyone directly or indirectly employed by any of them, or by anyone for whose acts any of may be liable:
.1 claims under workers' compensation, disability benefit and other similar em 10 e benefi which
are applicable to the Work to be performed; I
.2 claims for damages because of bodily injury, occupational sickness or disea~e,
;
Contractor's employees; I
.3 claims for damages because of bodily injury, sickness or disease, or death 0 an person 0 er han
the Contractor's employees;
.4 claims for damages insured by usual personal injury liability coverage;
.5 claims for damages, other than to the Work itself, because of injury to or destruction of tangible
property, including loss of use resulting therefrom; ,,,'
.6 claims for damages because of bodily mjury, death of a person or property damage arising out ,2t,,""~""
ownership, maintenance or use of a motor vehicle;""",,"""''''
.7 claims for bodily injury or property damage arising out of completed operations; ,\J.pG''''"'
.8 claims involving contractual liability insurance applicable to the Contractor' ubii at'
Section 3.18.
~ 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability pe
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 Wor
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,t6"~'omme~~~tn
the Work. These certificates and the insurance policies required by this Section 11.1 shall cJnta\l1"aprovi,si
coverages afforded under the policies will not be canceled or allowed to expire until at leasJ 30itIays' prid' w
notice has been given to the Owner. If any of the foregoing insurance coverages are requir1' t remain in 0
final payment and are reasonably available, an additional certificate evidencing continuatioi 0 such cove
be submitted with the final Application for Payment as required by Section 9.10.2. Informa,'o concernin r
of coverage on account of revised limits or claims paid under the General Aggregate, or both, all be fur s
the Contractor with reasonable promptness in accordance with the Contractor's informatio ! and belief.
~ 11.2 OWNER'S LIABILITY INSURANCE
~ 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usualliabilitY!llsuranee:'"""",,,,*,,,,
ff:~,j~~ ~:,~~~>~
~ 11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE /" d"""""""''''''''''~''''''''''''''> '\\'\
~ 11.3.1 Optionally, the Owner may require the Contractor to purchase and maintain ProjectJvI~{gement Protective '\, \
Liability insurance from the Contractor's usual sources as primary coverage for the Owner'~, qJntractor's and \
Architect's vicarious liability for construction operations under the Contract. Unless othern!ise j equired by the
Contract Documents, the Owner shall reimburse the Contractor by increasing the Contract Su to pay the cost of
purchasing and maintaining such optional insurance coverage, and the Contractor shall not be sponsible for
purchasing any other liability insurance on behalf of the Owner. The minimum limits of liability pur WIt
such coverage shall be equal to the aggregate of the limits required for Contractor's Liabilit)LInsurance"un
Sections 11.1.1.2 through 11.1.1.5.
AlA Document A201™ -1997. Copyright @ 1911,1915,1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. 32
Unauthorized reproduction or distribution of this AlA'" 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 draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
No.1000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (360386566)
~ 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 othe
additional insureds on the Contractor's Liability Insurance coverage under Section 11.1.
~ 11.4 PROPERTY INSURANCE
~ 11.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company
authorized to do business in the jurisdiction in which the Project is located, property insura
risk "all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus val
modifications and cost of materials supplied or installed by others, comprising total value
site on a replacement cost basis without optional deductibles. Such property insurance shal
otherwise provided in the Contract Documents or otherwise agreed in writing by all person entities who are
beneficiaries of such insurance, until final payment has been made as provided in Section 9ftO'pr until no person or
entity other than the Owner has an insurable interest in the property required by this Sectio, 1114 to be c rid,
whichever is later. This insurance shall include interests of the Owner, the Contractor, Sub' ntitactors an Sub-
subcontractors in the Project. I
~
,
~ 11.4.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall in lu~e, withou
insurance against the perils of fire (with extended coverage) and physical loss or damage i luding;'wi
duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood,
testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any
applicable legal requirements, and shall cover reasonable compensation for Architect's and Contractor's services
and expenses required as a result of such insured loss.
~#d"
, """,'1~<
~ 11.4.1.2 If the Owner does not intend to purchase such property insurance required by the COIJ.!!JlGt":lnd'~!,th,
the coverages in the amount described above, the Owner shall so inform the Contractor ir1 writin . r'ta'"
commencement of the Work. The Contractor may then effect insurance which will protect ~ s of the
Contractor, Subcontractors and Sub-subcontractors in the Work, and by appropriate Change"'@r.qer the
shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Own~?'tlY1"utphase or
maintain insurance as described above, without so notifying the Contractor in writing, then the Owner sha1r'beat..all
reasonable costs properly attributable thereto. "''''
;:",.>f~]
~ 11.4.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered9.~cause.Qi such j,
deductibles. .l"',\
l\ ,,/ /" "~'::':'./'/')
~ 11.4.1.4 This property insurance shall cover portions of the Work stored off the site, and also the!,W oyk'"
. . ! ?
m tranSIt. I 1 '
I
~ 11.4.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence unti~th insurance
or companies providing property insurance have consented to such partial occupancy or usJ by endorse t
otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of tile insurance company or
companies and shall, without mutual written consent, take no action with respect to partial bccupaney'oruse.tha
would cause cancellation, lapse or reduction of insurance.
"",_,"_<<>;,,,".0;-:-"'.:<~>""""';<<<"""<">"''''.''''''~O''O'~~
~ 11.4.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and m'!cclilnery insurance ,......".\
, ,,','" ,m'''........'.._.", "", \,
required by the Contract Documents or by law, which shall specifically cover such insured opfect~...dll'fing .,,,.....,,,\\ \
installation and until final acceptance by the Owner; this insurance shall include interests of!the~wner, Contractor, '\ \
Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be!narlied insureds.
I j'
~ 11.4.3 Loss of Use Insurance. The Owner, at the Owner's option, may purchase and main~in j; uch insurance as
will insure the Owner against loss of use of the Owner's property due to fire or other hazards, wever caused. The
Owner waives all rights of action against the Contractor for loss of use of the Owner's pro rty, mc u mg
consequential losses due to fire or other hazards however caused.
AlA Document A201lM -1997. Copyright @ 1911,1915,1918,1925,1937,1951, 1958, 1961, 1963,1966,1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. 33
Unauthorized reproduction or distribution of this AlAI!! 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 draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
No.1000157217 _1 which expires on 1/13/2006, and is not for resaie.
User Notes: (360386566)
~ 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' er final payment
property insurance is to be provided on the completed Project through a policy or policies qth than those insuring
the Project during the construction period, the Owner shall waive all rights in accordance "lith e terms of Section
1104.7 for damages caused by fire or other causes of loss covered by this separate property Ins ance. All separate
policies shall provide this waiver of subrogation by endorsement or otherwise. I
%
t
~ 11.4.6 Before an exposure to loss may occur, the Owner shall file with the Contractor a cdpy f each policy that
includes insurance coverages required by this Section 1104. Each policy shall contain all gehe lyapplicable
conditions, definitions, exclusions and endorsements related to this Project. Each policy sh!ll , ntain a provision
that the policy will not be canceled or allowed to expire, and that its limits will not be redu6eo,,,Juntil 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) ea h 0 er and a
subcontractors, sub-subcontractors, agents and employees, each of the other, and (2) the A , hit ct, Archi
consultants, separate contractors described in Article 6, if any, and any of their subcontracttrs, bub-subco
agents and employees, for damages caused by fire or other causes of loss to the extent covel,red ~y prope
obtained pursuant to this Section 11.4 or other property insurance applicable to the Work, dxcep
have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contracth,,)!&,hlRP1:Q .
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 w
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 eff\'),Ct" as t
person or entity even though that person or entity would otherwise have a duty of indemnificati<?,!l",e6ntract,\1~pr
otherwise, did not pay the insurance premium directly or indirectly, and whether or not the ,ei'son ri'(fhaq an
insurable mterest in the property damaged.
~ 11.4.8 A loss insured under Owner's property insurance shall be adjusted by the Owner as fiduci d made
payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements 'of'a
applicable mortgagee clause and of Section 1104.10. 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 f9;flnneFN',,,,,,
I~f' l,:\.~;
~ 11.4.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occuJense*'oTan.'i!ls~?fd/lb'SS,
give bond for proper performance of the Owner's duties. The cost of required bonds shall up c~arged aga~stt/
proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so fceJved, whic~ th
Owne~ sh~ll distribu~e in a~cordance with such agreement as the ?arti~s in in~erest may rea~h, fr in accorqancf with
an arbItratIOn award III WhICh case the procedure shall be as proVIded III SectIOn 4.6. If after sUfh loss no 9the
special agreement is made and unless the Owner terminates the Contract for convenience, ; pl4cement of kia ed
property shall be performed by the Contractor after notification of a Change in the Work in acco?d~ii~~';;;ith Article
7.
~ 11.4.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless on,y,,,ot'..tl1e"parties,j,p
interest shall object in writing within five days after occurrence of loss to the Owner's exercise,of'fhis power; if such"",,,,,
objection is made, the dispute shall be resolved as provided in Sections 4.5 and 4.6. The OWl)f~ uc[arym;harr;"l "
the case of arbitration, make settlement with insurers in accordance with directions of the a "itr rs. If distribution
of insurance proceeds by arbitration is required, the arbitrators will direct such distribution.
~ 11.5 PERFORMANCE BOND AND PAYMENT BOND
~ 11.5.1 The Owner shall have the right to require the Contractor to furnish bonds covering ait ful performance of
the Contract and payment of obligations arising thereunder as stipulated in bidding require en s or speCI Ica y
required in the Contract Documents on the date of execution of the Contract.
AlA Document A201lM -1997. Copyright @ 1911,1915,1918,1925,1937,1951, 1958,1961, 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNiNG: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. 34
Unauthorized reproduction or distribution of this AlA"" 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 draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
No.1000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (360386566)
~ 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 require
expressed in the Contract Documents, it must, if required in writing by the Architect, be u
Architect's examination and be replaced at the Contractor's expense without change in the, 0
f
~ 12.1.2 If a portion of the Work has been covered which the Architect has not specifically ~eqursted4o"exa'"
prior to its being covered, the Architect may request to see such Work and it shall be uncov[ere ' by the Contractor. If
,
such Work is in accordance with the Contract Documents, costs of uncovering and replacefen shall, by appropriate
Change Order, be at the Owner's expense. If such Work is not in accordance with the Con' ocuments,
correction shall be at the Contractor's expense unless the condition was caused by the Own a separate
contractor in which event the Owner shall be responsible for payment of such costs.
specific all y
ed for the
act Time.
~ 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 t
requirements of the Contract Documents, whether discovered before or after Substantial C
not fabricated, installed or completed. Costs of correcting such rejected Work, including a
inspections and compensation for the Architect's services and expenses made necessary th
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);:!f",,"""""
Substantial Completion of the Work or designated portion thereof or after the date for commen~",YJneii( of
established under Section 9.9.1, or by terms of an applicable special warranty required by t!1e'Cont
any of the Work is found to be not in accordance with the requirements of the Contract DoJu
shall correct it promptly after receipt of written notice from the Owner to do so unless the OwneJ;<<~as
given the Contractor a written acceptance of such condition. The Owner shall give such notice prorrtptl}z"after
discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify
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 th wner..pr
Architect, the Owner may correct it in accordance with Section 204. "."
~ 12.2.2.2 The one-year period for correction of Work shall be extended with respect to po
performed after Substantial Completion by the period of time between Substantial Comple
performance of the Work.
~ 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective
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 bXJbeAJwneF'"_~~,,,
.;}:i"'~";';:"P ~'>"<~>,<::,~>~~
~ 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, )lI11 \
partially completed, of the Owner or separate contractors caused by the Contractor's correction
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 li~ta on with respect to
other obligations which the Contractor might have under the Contract Documents. EstablisThme t of the one-year
period for correction of Work as described in Section 12.2.2 relates only to the specific obdgation 0 e on ac or
to correct the Work, and has no relationship to the time within which the obligation to compIYAvith,.the"C:ontrac
AlA Document A20FM -1997. Copyright @1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNiNG: This AIA$ Document is protected by U.S. Copyright Law and International Treaties. 35
Unauthorized reproduction or distribution of this AIA1!J 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 draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
No.1000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (360386566)
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 whichlic the Contract Sum
will be reduced as appropriate and equitable. Such adjustment shall be effected whether or j 0 nal 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,
representatives to the other party hereto and to partners, successors, assigns and legal represeTI
party in respect to covenants, agreements and obligations contained in the Contract Docum~nt
in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole withoutlwri
other. If either party attempts to make such an assignment without such consent, that party' ha
legally responsible for all obligations under the Contract.
gns and legal
tives of such other
Except a vided
en conse 0 the
neverthe s emain
~ 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to an insti
construction financing for the Project. In such event, the lender shall assume the Owner's r
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 ing!yl
of the firm or entity or to an officer of the corporation for which it was intended, or if delivree( at 0
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 the;:etlnd~r
shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or availaBl
by law.
,.,._,,><0""""'<>0"
~ 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a w!J.iV'~; of a ;i~fit,pr duty",of''''
afforded them under the Contract, nor shall such action or failure to act constitute approvalpf c Ul~S!?en~p j,rt'a
breach thereunder, except as may be specifically agreed in writing. I \ V
~ 13.5 TESTS AND INSPECTIONS I I
~ 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract n>oc ments or ~y
ordinances, rules, regulations or orders of public authorities having jurisdiction shall be ma~e an a ro 'ria time.
Unless otherwise provided, the Contractor shall make arrangements for such tests, inspectiQns and approvals with an
independent testing laboratory or entity acceptable to the Owner, or with the appropriate pJbiic"authority;<<arrd"shall"",,,,,m,,,,,,,,,
bear all related costs oftests, 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 ,gtQceaures:-l:he",,,,
Owner shall bear costs of tests, inspections or approvals which do not become requirements unJ;11"llfter bids are"'.",
received or negotiations concluded'l/
~ 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that po
additional testing, inspection or approval not included under Section 13.5.1, the Architect
authorization from the Owner, instruct the Contractor to make arrangements for such addit
or approval by an entity acceptable to the Owner, and the Contractor shall give timely noti
when and where tests and inspections are to be made so that the Architect may be present
costs, except as provided in Section 13.5.3, shall be at the Owner's expense.
f the Work require
ll, pon written
na testing, inspection
to! the Architect of
r sJ'cli"'j:5roceaures':"Suc
AlA Document A20pM -1997. Copyright @1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961,1963,1966,1967,1970,1976,1987 and 1997 byThe
American Institute of Architects. All rights reserved. WARNING: This AIA'fJ> 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 draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
No.1000157217 _1 which expires on 1/13/2006. and is not forresale.
User Notes: (360386566)
~ 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the
portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary
by such failure including those of repeated procedures and compensation for the Architect's services and expenses
shall be at the Contractor's expense.
~ 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise require y the Contract
Documents, be secured by the Contractor and promptly delivered to the Architect. I
I
1
~ 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract D cuments, 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
unreasonable delay in the Work.
~ 13.6 INTEREST
~ 13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from th payment is due at
such rate as the parties may agree upon in writing or, in the absence thereof, at the legal ra ; pr vailing fr me to
time at the place where the Project is located. 1,1
~ 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD I
~ 13.7.1 As between the Owner and Contractor: I
.1 Before Substantial Completion. As to acts or failures to act occurring prior to th at
Substantial Completion, any applicable statute of limitations shall commencttg"Xb!!Lilll!t,fl,IlJ:"aUy
cause of action shall be deemed to have accrued in any and all events not later than such date of
Substantial Completion; ,"../,.",,,,,,
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 issuancepp.tTie"final,
",Y'"~ ,#'
Certificate for Payment, any applicable statute of limitations shall commence t?, n,;lJ;WIffd a~~.all eq
cause of action shall be deemed to have accrued in any and all events not la r'tn~m dat'f;"of I
issuance of the final Certificate for Payment; and "" , I
After Final Certificate for Payment. As to acts or failures to act occurring a 4~.relevan at of!
issuance of the final Certificate for Payment, any applicable statute of limitations sha11"cQJP e to,."
run and any alleged cause of action shall be deemed to have accrued in any and all events no't"latl(r ""''''''''''~
than the date of any act or failure to act by the Contractor pursuant to any Warranty provided und~;"'"
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 t~"perforfQ any duty or "'"",/"
obligation by the Contractor or Owner, whichever occurs last.// '\, ">",,,f"
,~: "\ /~
\ :/
i~/
ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT "
,
~ 14.1 TERMINATION BYTHE CONTRACTOR ii
~ 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 3~ c
through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their ag4ts
other persons or entities performing portions of the Work under direct or indirect contract ~ith
any of the following reasons: I
.1 issuance of an order of a court or other public authority having jurisdiction whichTequires"all'Wur
be stopped;
an act of government, such as a declaration of national emergency which requires all WorK: to bfr".",
stopped; ,//'" ".. ..\
f .w'>" """,.".,_
because the Architect has not issued a Certificate for Payment and has not notified lJ1e'Contractor '0
the reason for withholding certification as provided in Section 904.1, or becmt;e *~ Owner has not
made payment on a Certificate for Payment within the time stated in the Contra Documents; or
the Owner has failed to furnish to the Contractor promptly, upon the Contracltor request, reasonable
evidence as required by Section 2.2.1. I
I
~ 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contra<hor or a u contractor,
Sub-subcontractor or their agents or employees or any other persons or entities performing ~ortions"of.th.e,Wor
under direct or mdirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work
.2
.3
.2
.3
.4
AlA Document A201™ -1997. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958,1961,1963,1966,1967,1970,1976,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AIA@ Document is protected by U.S. Copyright Law and International Treaties. 37
Unauthorized reproduction or distribution of this AlA'" 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 draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
No.1000157217 _1 which expires on 1/13/2006, and is not forresale.
User Notes: (360386566)
by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of
days scheduled for completion, or 120 days in any 365-day period, whichever is less.
~ 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days'
written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work
executed and for proven loss with respect to materials, equipment, tools, and construction ui ment and machinery,
including reasonable overhead, profit and damages.
th Contractor or a
or un er contract
ndeF.the,Gontrac
pon seven additional
Owner as provided
~ 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault 0
Subcontractor or their agents or employees or any other persons performing portions of the
with the Contractor because the Owner has persistently failed to fulfill the Owner's obligat
Documents with respect to matters important to the progress of the Work, the Contractor
days' written notice to the Owner and the Architect, terminate the Contract and recover fro
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
materials;
.2 fails to make payment to Subcontractors for materials or labor in accordanc
agreements between the Contractor and the Subcontractors;
.3 persistently disregards laws, ordinances, or rules, regulations or orders of a
jurisdiction; or
.4 otherwise is guilty of substantial breach of a provision of the Contract Documents.
xXX;';O
~ 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Architect that sufficient cauJj"y,,''''"''''''
exists to justify such action, may without prejudice to any other rights or remedies of the Owner and a\!yF"giVlng th
Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment" fie Con a or
and may, subject to any prior rights of the surety:
.1 take possession of the site and of all materials, equipment, tools, and constr
machinery thereon owned by the Contractor;
.2 accept assignment of subcontracts pursuant to Section 504; and ,...."'..,,,
.3 finish the Work by whatever reasonable method the Owner may deem expedient. Upon requ~st, t
Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by
the Owner in finishing the Work.
#f_~~WX>:~"'''~->>:<:~".,.,><"",
~ 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.'ftf, the Contr'll: tor
not be entitled to receive further payment until the Work is finished. 1
.f
R
~ 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, inc~~di
the Architect's services and expenses made necessary thereby, and other damages incurredlby
expressly waived, such excess shall be paid to the Contractor. If such costs and damages e ee
the Contractor shall pay the difference to the Owner. The amount to be paid to the Contrac
may be, shall be certified by the Architect, upon application, and this obligation for payme
termination of the Contract.
~ 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE,/,,,,,,,,-,,,,,,,,,,m_,,,,,,,
~ 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or in!~rfitpt the Work in
whole or in part for such period of time as the Owner may determine. /1'
I
~ 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost andlti
suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Su
profit. No adjustment shall be made to the extent: I
.1 that performance is, was or would have been so suspended, delayed or interrppt by another cause
for which the Contractor is responsible; orl
.2 that an equitable adjustment is made or denied under another provision of the,~ontFac
AlA Document A201 ™ -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AlA"" 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 draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
No.1000157217_1 which expires on 1/13/2006, and is notforresale.
User Notes: (360386566)
~ 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE
~ 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause.
~ 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the
Contractor shall:
.1 cease operations as directed by the Owner in the notice;
.2 take actions necessary, or that the Owner may direct, for the protection and
and
.3 except for Work directed to be performed prior to the effective date of ter .
notice, terminate all existing subcontracts and purchase orders and enter int
and purchase orders.
~ 14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be e
for Work executed, and costs incurred by reason of such termination, along with reasonabl
the Work not executed.
AlA Document A201™ -1997. Copyright @ 1911, 1915, 1918,1925,1937,1951,1958,1961,1963,1966,1967, 1970, 1976, 1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This AIA@ Document is protected by U.S. Copyright Law and International Treaties. 39
Unauthorized reproduction or distribution of this AlA'" Document, or any portion of it, may result in severe civil and crimina,l penalties, and will be
prosecuted to the maximum extent pOssible under the law. This draft was produced by AlA software at 15:55:39 on 02/01/2005 under Order
NO.1000157217 _1 which expires on 1/13/2006, and is not for resale.
User Notes: (360386566)