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Home My WebLink AboutPW CNT 13-08/CHG OR 1/Miron Const E)2.--o5 - 26 i* • �4Y NOVEMBER 26, 2013 13-511 F�ESOLUTI N ct.t.rh1/4 cop gam, u2.5 (CARRIED 7-0 LOST LAID OVER WITHDRAWN ) PURPOSE: APPROVE CHANGE ORDER NO. 1 FOR PUBLIC WORKS CONTRACT NO. 13-08 AND APPROVE AGREEME R PURCHASE OF MATERIALS WITH MIRON CONSTRUCTION CO. INC. FOR THE PUBLIC WORKS FIELD OPERATIONS FACILITY INITIATED BY: DEPARTMENT OF PUBLIC WORKS BE IT RESOLVED by the Common Council of the City of Oshkosh that the following Change Order, a copy of which is attached, is hereby approved: MIRON CONSTRUCTION CO. INC. 1471 McMahon Drive Neenah, WI 54956 Net decrease to contract: ($2,826,054.61) PURPOSE: See attached Change Order. BE IT FURTHER RESOLVED that the proper City officials are hereby authorized to enter into an appropriate agreement for the purchase of materials for the Public Works Field Operations Facility with Advantage Purchasing, LLC, such agreement being deemed approved by their respective signatures, and said City officials are authorized and directed to take those steps necessary to implement the terms and conditions of the agreement. BE IT FURTHER RESOLVED that money for this purpose is hereby appropriated from: Acct. No. 323-0450-7214-06310— Property Fund — Central Garage Renovations emp Document G701TM - 2001 -. AIA Change Order PROJECT (Name and address): CHANGE ORDER NUMBER:001 OWNER:❑ CITY OF OSHKOSH DATE: 11/20/2013 ARCHITECT:El 639 WITZEL AVENUE OSHKOSH,WI 54902 CONTRACTOR:❑ TO CONTRACTOR(Name and address): ARCHITECT'S PROJECT NUMBER: FIELD:El MIRON CONSTRUCTION CONTRACT DATE:July 17th 2013 OTHER:❑ 1471 McMAHON DRIVE CONTRACT FOR:General Construction NEENAH,WI.54956 THE CONTRACT IS CHANGED AS FOLLOWS: (Include, where applicable,any undisputed amount attributable to previously executed Construction Change Directives) The original Contract Sum was $ 14,052,771.00 The net change by previously authorized Change Orders $ 0.00 The Contract Sum prior to this Change Order was $ 14,052,771.00 The Contract Sum will be decreased by this Change Order in the amount of $ 2,826,054.61 The new Contract Sum including this Change Order will be $ 11,226,716.39 The Contract Time will be increased by Zero(0)days. The date of Substantial Completion as of the date of this Change Order therefore is NOTE:This Change Order does not include changes in the Contract Sum,Contract Time or Guaranteed Maximum Price which have been authorized by Construction Change Directive until the cost and time have been agreed upon by both the Owner and Contractor,in which case a Change Order is executed to supersede the Construction Change Directive. NOT VALID UNTIL SIGNED BY THE ARCHITECT, CONTRACTOR AND OWNER. KUENY ARCHITECTS,LLC MIRON CONSTRUCTION CITY OF OSHKOSH DPW ARCHITECT(Firm name) CONTRACTOR(Firm name) OWNER(Firm name) 10505 CO' 'CRATE DRIVE, SUITE 1471 McMAHON DRIVE 215 CHURCH AVENUE 100,P AS T PRAIRIE, NEENAH,WISCONSIN 54956 OSHKOSH, WISCONSIN 54903-1130 WI ON I 53158 alk /hi Ar,. . ADSt!�C IOPI ADDRESS DE BY(`,gnature) :Y •ignature) / BY(Signature) JO. P. WALLENKAMP David G.Voss Jr.,President ped name) (Typed name) (Typed name) 11/20/2013 DATE DATE DATE AIA Document G701 TM-2001.Copyright®1979,1987,2000 and 2001 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 12:31:52 on 11/20/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1181640753) Signed for and in behalf of the City of Oshkosh Mark A. Rohloff, City Manager Pamela R. Ubrig, City Cle ilkekti! h_40 • L e enson, Cit7To •ey g2tAil-GLX) a h,49 Edward Nokes, Interim Director of Finance I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract. lA JOB#:132205 iglittd3POOff MOD#:0002-01 ;....... DATED:11/15/13 Building Excellence CHANGE ORDER REQUEST TO: Mr Jon Wallenkamp FAX: 262-857-8103 Kueny Architects, LLC PHONE: 262-857-8101 10505 Corporate Dr, S100 Pleasant Prairie WI 53158 RE : Oshkosh DPW 630 Witzel Avenue Oshkosh WI 54903 DESCRIPTION OF MODIFICATION: City of Oshkosh would like to direct purchase all material over $3 , 000 in order to save sales tax. REQUESTED BY: Kueny Architects, LLC DATE: 11/15/13 SUBCONTRACTOR AMOUNT Appleton Lathing Corp ( $11, 575 . 00) Carew Concrete & Supply ( $200, 000 . 00) Daul Industries ( $653 , 619 . 06) Joe DeNoble Sewer & Water ( $265, 235 . 00) E-Z Glide Garage Doors ( $3 , 200 . 00) Gerdau ( $37, 037 . 00) Great Lakes Mechanical ( $224 , 260 . 00) IDEAL Mechanical ( $122, 334 . 33) JAK Enterprises ( $18, 826 . 50) L & A Crystal ( $7, 199 . 50) LaForce Inc ( $80, 750 . 00) LaForce Inc ( $16, 105. 71) Macco' s Commercial Interiors ( $4, 360 . 00) Martell Construction Inc ( $145, 000 . 00) HJ Martin & Son Inc ( $14, 790 . 00) Miron Construction Co. , Inc Northfield ( $22 , 000 . 00) County Materials ( $12 , 186 . 70) Halquist Stone ( $30, 048 . 00) Neenah Foundry Company ( $18, 260 . 00) Subtotal ( $82, 494 . 70) Morgan-Francis Flagpoles ( $2, 567 . 00) Omni Glass & Paint Inc ( $32, 900 . 00) Oshkosh Glass & Mirror, LLC ( $49, 000 . 00) PA Sasse & Associates ( $7, 165 . 00) Solar Electric Technologies ( $432, 535 . 81) W&L Insulation & Roofing ( $415, 100 . 00) Subtotal ( $2, 826, 054 . 61) Corporate Office P.O.Box 509 Neenah,WI 54957-0509 MIRON CONSTRUCTION CO., INC. 1471 McMahon Drive Neenah,WI 54956 Building Excellence Phone:920/969-7000 Fax:920/969-7399 www.miron-construction.com :///gaggraln, ' BuildirigElcmgkeicei" CHANGE ORDER REQUEST JOB # : 132205 Mr Jon Wallenkamp MOD # : 0002 -01 Page# 2 DATED: 11/15/13 SUBCONTRACTOR AMOUNT TOTAL AMOUNT OF THIS MODIFICATION: ( $2 , 826, 054 . 61) Please find back up materials enclosed regarding this modification. Contractor is (not) to proceed with the work as noted above. The contract with the Owner is adjusted as follows : Approved Cost - 42- 8.2416 4, Schedule Impact Miron Representative Date 11/15/13 en amolinski Owner Representative Date THIS PRICE IS VALID FOR 15 DAYS FROM THE DATE SHOWN Copy: Jobsite File/alf Corporate Office P.O.Box 509 Neenah,WI 54957-0509 MIRON CONSTRUCTION CO., INC. 1471 McMahon Drive Neenah,WI 54956 Building Excellence Phone:920/969-7000 Fax:920/969-7399 www.miron-constrwction.com N N 0 CO CO CD CO 00 V 01 CO Cr) 0 O O W N.) O <. 0 0 _ _ • > re 3 v c° 0 5' m o c 3 CD 0 o 3. co co C' co o. ? u) D co o v , 3 7 CD C) n m C) 0 m o n. t c9 a CO o 7 CD 7 .O m o m q w xa CO C) 7 0 0 3 N N = C 0 o Cn 7- m 0 �' m n ea ?. 0 7 K > m CD r , cd 7' m m v C 9' v, 0 m o y a ?0 v v v v o � s)' D Q° cn (D Q N 7 il) n C5 Cn c - C . o v o o a) - 9' 1 o 0 n' m o EA ,t - 4) EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA 69 Co O` CA O; O - N -a -a N (n � .p 0C) -). 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CO MCJ) .A om 0 < < < —IA "> < -I o N c 7C' 7C7� "C (D n < 0 • cQ 3 5. 5 5 v -. bi 53 N 3 CD c0 co cn co :D. o 5• mmm - C 0 rn _ 0 5 ° Q) v, Co c 000xu co CD cn m (D EA FA EA fA EA EA EA -A EA EA to _' -' CO CO O CO T1 N CO W 0o w CO N co 001 0 9) O• N) - CO O N 0 0 0 0 O O CD Ni O O O O N le N O -co CA o m• co camp . << m co 7 0 7- 7. fD N T to c-, z TDv Cn - ° n c 3 < mi m o o w CD 3 m Cr o 0 0 (0 (D z cn 0 N (D A A O N t r ''AIA Document A101 TM — 2007 Standard Form of Agreement Between Owner and Supplier where the basis of payment is a Stipulated Sum AGREEMENT made as of the TWENTY SEVENTH day of NOVEMBER in the year TWO THOUSAND THIRTEEN(In words,indicate day,month and year.) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Owner: added information needed for its (Name, legal status, address and other information) completion.The author may also have revised the text of the original CITY OF OSHKOSH AIA standard form.An Additions and 215 CHURCH AVENUE Deletions Report that notes added OSHKOSH,WI 54903-1130 information as well as revisions to the standard form text is available from and the Supplier: the author and should be reviewed.A (Name, legal status, address and other information) vertical line in the left margin of this document indicates where the author ADVANTAGE PURCHASING,LLC has added necessary information 1471 MCMAHON DRIVE and where the author has added to or NEENAH,WI 54956 deleted from the original AIA text. This document has important legal for the following Project: consequences.Consultation with an (Name, location and detailed description) attorney is encouraged with respect to its completion or modification. MATERIALS FOR THE PROJECT AS DESCRIBED:CITY OF OSHKOSH PUBLIC AIA Document A201 TM-2007, WORKS FACILITY 639 WITZEL AVE OSHKOSH WI 54902 THE PROJECT WILL General Conditions of the Contract CONSIST OF CONSTRUCTION OF A 150,000 SQ.FT.(1)STORY BUILDING.THE for Construction,is adopted in this BUILDING FRAMING SYSTEM WILL BE STEEL COLUMNS,TRUSS GIRDER& document by reference.Do not use TRUSS JOISTS OR STEEL BEAMS,AND INSULATED PRECAST CONCRETE with other general conditions unless PANEL EXTERIOR AND INTERIOR WALLS.LOAD BEARING AND this document is modified. NON-BEARING WALLS WILL SUPPORT THE PRECAST CONCRETE MEZZANINE DECK.THE SITE WORK AND BUILDING WILL BE CONSTRUCTED IN TWO PHASES.THE BUILDING ALTERNATES ARE LISTED UNDER SECTION 4.2 OF THE CONTRACT. The Architect: (Name, legal status, address and other information) KUENY ARCHITECTS,LLC 10505 CORPORATE DRIVE, SUITE 100 PLEASANT PRAIRIE,WISCONSIN 53158 The Owner and Supplier agree as follows. AIA Document A1OITM-2007.Copyright©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized .l reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 08:28.50 on 12/12/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1651460216) • TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 '' PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS 10 INSURANCE AND BONDS ARTICLE 1` THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement,Conditions of the Contract(General,Supplementary and other Conditions),Drawings,Specifications,Addenda issued prior to execution of this Agreement,other documents listed C. this Agreement and Modifications issued after execution of this Agreement,all of which form the Contract,and are as fully a part of the Contract as if attached to this Agreement or repeated herein.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations or agreements, either written or oral.An enumeration of the Contract Documents,other than a Modification,appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Supplier shall fully execute the Work described in the Contract Documents,except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the date of commencement if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed.) COMMENCEMENT OF THE PROJECT:NOVEMBER 27',2013. If,prior to the commencement of the Work,the Owner requires time to file mortgages and other security interests,the Owner's time requirement shall be as follows: N/A § 3.2 The Contract Time shall be measured from the date of commencement. § 3.3 The Supplier shall achieve Substantial Completion of the entire Work not later than ( )days from the date of commencement,or as follows: (Insert number of calendar days.Alternatively, a calendar date may be used when coordinated with the date of commencement.If appropriate, insert requirements for earlier Substantial Completion of certain portions of the Work.) N/A AIA Document A101 TM—2007.Copyright©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 2 reproduction or distribution of this AIA Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 08:28.50 on 12/12/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1651460216) • Portion of Work Substantial Completion Date Materials for the construction of the SUBSTANTIAL COMPLETION WILL BE 432 DAYS 150,000 Sq./Ft. Public Works Facility FROM THE DATE OF SIGNING THIS AGREEMENT subject to adjustments of this Contract Time as provided in the Contract Documents. (Insert provisions, if any,for liquidated damages relating to failure to achieve Substantial Completion on time or for bonus payments for early completion of the Work) N/A ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Supplier the Contract Sum in current funds for the Supplier's performance of the Contract.The Contract Sum shall be TWO MILLION EIGHT HUNDRED TWENTY SIX THOUSAND FIFTY FOUR HUNDRED AND SIXTY ONE CENTS ($2,826,054.61 ),subject to additions and deductions as provided in the Contract Documents. § 4.2 The Contract Sum is based upon the following alternates,if any,which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates.If the bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires.) Contract Amount $2 5 826 054.61 § 4.3 Unit prices,if any: (Identify and state the unit price;state quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price Per Unit($0.00) N/A § 4.4 Allowances included in the Contract Sum,if any: (Identify allowance and state exclusions, if any,from the allowance price.) Item Price N/A ARTICLE:.5 PAYMENTS § 5.1 PROGRESS PAYMENTS § 5.1.1 Based upon Applications for Payment submitted to the Architect by the Supplier and Certificates for Payment issued by the Architect,the Owner shall make progress payments on account of the Contract Sum to the Supplier as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month,or as follows: PER 5.13 Below § 5.1.3 Provided that an Application for Payment is received by the Architect not later than the FIRST AND THE FOURTEENTH day of a month,the Owner shall make payment of the certified amount to the Supplier no later than (14 days)after receipt of the application.If an Application for Payment is received by the Architect after the application date fixed above,payment shall be made by the Owner not later than FOURTEEN(14)days after the Architect receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time.) § 5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Supplier in accordance with the Contract Documents.The schedule of values shall allocate the entire Contract Sum among the various portions of the Work.The schedule of values shall be prepared in such form and supported by such data to Init. AIA Document A101 T"—2007.Copyright®1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 3 reproduction or distribution of this AIM Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 08:28:50 on 12/12/2013 under Order No.8898942129 1 which expires on 08/04/2014,and is not for resale. User Notes: (1651460216) • substantiate its accuracy as the Architect may require.This schedule,unless objected to by the Architect,shall be used as a basis for reviewing the Supplier Applications for Payment. § 5.1.5 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.6 Subject to other provisions of the Contract Documents,the amount of each progress payment shall be computed as follows: .1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values,less retainage of N/A percent(N/A%). Pending final determination of cost to the Owner of changes in the Work,amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201TM-2007,General Conditions of the Contract for Construction; .2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction(or,if approved in advance by the Owner,suitably stored offthe site at a location agreed upon in writing),less retainage of N/A percent(N/A%); .3 Subtract the aggregate of previous payments made by the Owner;and .4 Subtract amounts,if any,for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-2007. § 5.1.7 The progress payment amount determined in accordance with Section 5.1.6 shall be further modified under the following circumstances: .1 Add,upon Substantial Completion of the Work,a sum sufficient to increase the total payments to the full amount of the Contract Sum,less such amounts as the Architect shall determine for incomplete Work,retainage applicable to such work and unsettled claims;and (Section 9.8.5 of AIA Document A201-2007 requires release of applicable retainage upon Substantial Completion of Work with consent of surety, if any.) .2 Add,if final completion of the Work is thereafter materially delayed through no fault of the Supplier, any additional amounts payable in accordance with Section 9.10.3 of AIA Document A201-2007. § 5.1.8 Reduction or limitation of retainage,if any,shall be as follows: (If it is intended,prior to Substantial Completion of the entire Work,to reduce or limit the retainage resulting from the percentages inserted in Sections 5.1.6.1 and 5.1.6.2 above, and this is not explained elsewhere in the Contract Documents, insert here provisions for such reduction or limitation.) N/A § 5.1.9 Except with the Owner's prior approval,the Supplier shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 5.2 FINAL PAYMENT § 5.2.1 Final payment,constituting the entire unpaid balance of the Contract Sum,shall be made by the Owner to the Supplier when .1 the Supplier has fully performed the Contract except for the Supplier's responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201-2007,and to satisfy other requirements,if any, which extend beyond final payment;and .2 a final Certificate for Payment has been issued by the Architect. § 5.2.2 The Owner's final payment to the Supplier shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment,or as follows: FINAL PAYMENT SHALL BE DUE WITHIN THIRTY(30)DAYS OF THE ISSUANCE OF A FINAL CERTIFICA I'E OF PAYMENT BY THE ARCHITECT. AIA Document A101T"'—2007.Copyright O 1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991,1997 and 2007 by The American Init. 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 4 maximum extent possible under the law.This document was produced by AIA software at 08:28:50 on 12/12/2013 under Order No.8898942129 1 which expires on 08/04/2014,and is not for resale. User Notes: (1651460216) ARTICLE 6 DISPUTE RESOLUTION § 6.1 INITIAL DECISION MAKER The Architect will serve as Initial Decision Maker pursuant to Section 15.2 of AIA Document A201-2007,unless the parties appoint below another individual,not a party to this Agreement,to serve as Initial Decision Maker. (If the parties mutually agree,insert the name,address and other contact information of the Initial Decision Maker, if other than the Architect.) N/A § 6.2 BINDING DISPUTE RESOLUTION For any Claim subject to but not resolved by,mediation pursuant to Section 15.3 of AIA Document A201-2007,the method of binding dispute resolution shall be as follows: (Check the appropriate box.If the Owner and Supplier do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.) [ ] Arbitration pursuant to Section 15.4 of AIA Document A201-2007 I [X] Litigation in a court of competent jurisdiction [ ] Other(Sped) ARTICLE 7 TERMINATION OR SUSPENSION § 7.1 The Contract may be terminated by the Owner or the Supplier as provided in Article 14 of ALA Document A201-2007. § 7.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2007. ARTICLE 8 MISCELLANEOUS PROVISIONS § 8.1 Where reference is made in this Agreement to a provision of AIA Document A201-2007 or another Contract Document,the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 8.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below,or in the absence thereof,at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) 0 % § 8.3 The Owner's representative: (Name, address and other information) David C.Patek Director of Public Works 215 Church Avenue Oshkosh,WI 54903-1130 § 8.4 The Supplier's representative: (Name, address and other information) Dean Basten,Member Advantage Purchasing,LLC. 1471 McMahon Drive Neenah,Wisconsin 54956 § 8.5 Neither the Owner's nor the Supplier's representative shall be changed without ten days written notice to the other party. AIA Document A101"—2007.Copyright©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA,'Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 5 reproduction or distribution of this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 08:28:50 on 12/12/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1651460216) § 8.6 Other provisions: N/A ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS § 9.1 The Contract Documents,except for Modifications issued after execution of this Agreement,are enumerated in the sections below. § 9.1.1 The Agreement is this executed AIA Document A101-2007,Standard Form of Agreement Between Owner and Supplier. § 9.1.2 The General Conditions are AIA Document A201 2007,General Conditions of the Contract for Construction. § 9.1.3 The Supplementary and other Conditions of the Contract: Document Title Date Pages Section 0073 00 Supplementary General 3/15/2013 10 Pages Conductions § 9.1.4 The Specifications: (Either list the Specifications here or refer to an exhibit attached to this Agreement.) (Table deleted) See Attachment A § 9.1.5 The Drawings: (Either list the Drawings here or refer to an exhibit attached to this Agreement.) See Attachment B (Table deleted) § 9.1.6 The Addenda,if any: Number Date Pages ADDENDUM#1 4/18/2013 133 Total Pages ADDENDUM#2 4/25/2013 22 Total Pages ADDENDUM#3 4/26/2013 12 total Pages ADDENDUM#4 4/29/2013 7 Total Pages ADDENDUM#5 4/29/2013 5 Total Pages Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 9. § 9.1.7 Additional documents,if any,forming part of the Contract Documents: .1 AIA Document E201TM-2007,Digital Data Protocol Exhibit,if completed by the parties,or the following: N/A .2 Other documents,if any,listed below: (List here any additional documents that are intended to form part of the Contract Documents.AIA Document A201-2007 provides that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders,sample forms and the Supplier bid are not part of the Contract Documents unless enumerated in this Agreement. They should be listed here only if intended to be part of the Contract Documents.) N/A ARTICLE 10 INSURANCE AND BONDS The Supplier shall not purchase and maintain insurance and provide bonds as set forth in Article 11 of AIA Document A201-2007. Init. AIA Document A101"—2007.Copyright©1915,1918,1925,1937,1951,1958, 1961,1963,1967,1974,1977,1987,1991,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA' Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 6 reproduction or distribution of this AIM Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the t maximum extent possible under the law.This document was produced by AIA software at 08:28:50 on 12/12/2013 under Order No.8898942129 1 which expires on 08/04/2014,and is not for resale. — User Notes: (1651460216) (State bonding requirements, if any, and limits of liability for insurance required in Article 11 of AIA Document A201-2007.) Type of insurance or bond Limit of liability or bond amount($0.00) Material Bond in the amount equal to 100 100%of Contract percent of the contract. This Agreement entered into as of the day and year first written above. OWNER(Signature) Supplier Signature) Dean J.Basten,Member (Printed name and title) (Printed name and title) X — /� � � Mark A. R 'hloff City Manager 61401.1 1 Lynn ren.l' City Attorney 3_..„) Pamela R.Ubig City Clerk Xi kiktAA.0 0 \ / Edward A.Nokes City Comptroller Init. AIA Document A101"—2007.Copyright©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA`"Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 7 reproduction or distribution of this AIA'' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the / maximum extent possible under the law.This document was produced by AIA software at 08:28:50 on 12/12/2013 under Order No.8898942129 1 which expires on 08/04/2014,and is not for resale. User Notes: (1651460216) H1 '0 � u w S JLLIIFIiIIIIIF m o 2 E' i ai o LLC .co 0 LL C a 4 W ° y '• 7 z q ip N Q W E 1 0 .. 2 e 88008000 00 8' ' 8 8 ' 8 - - 8 °o,, 8 °o 8 °•3 888 88 8 2 § §23E�N8o$� § g 8 8' 8 8 8 ' A §§§ egg QE, iD mn NNt n c. fA M N fro l�V ` �t�7 N.N-O�GD�tOmN 1n .-C. N. O f7 V n N 9 C9a �mm f7 N S !J V N Mfg M M M M M M M M M M M M: M M M M M M M MMM M MMM • - C o 0 m % 4' d N ie 3 A O N y d e.: J L U a�' N S 2 0 m `LLL i c 1 . N 0 Eww O m m C - fa 7 c < _m fD R to 3 2 J 0 <LL LL 'U 4J L N 10 0 m ••t T V Y II g. 6'82818�3�zf o o I: W I m 2 ¢ <>a a�lpp N M N f0 f�1A fA O 01 f7 V r CO fA 0 N N 0)N N N N co O Q Q 5$$Q g g p O 0 O O 9 9 O' O O O 9 099 0 9 9 0 grN 0..,...ppno,,. n 8 8O ° - - 0 oNy NoN'.: oy. boNy boy ppy cgo t-r-fool-,9... N N N N N M 00)0N')0)lh 0N9 N N N. 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Y O :.N H � UJ C a 8 8 "' 8 8 °O °° °° 8 n m 8 o°i 0 CC O i N ' fN� M N 0 :r 7 :f0 t0�) N fn') UJ lit O R S O fD 0D 1!) 1n O 1fnl)lli U) .4 N M ^i N m ' O fD C' CC e O. 4 8888?o"fd,88 8 8 8 8 8 8 8 8 8 8 8 '8 O� 25 8�i 1°n o°� �8 - `8 fo 8 ,.`o - 8 Sy n1n 8)m �'O _ _ O gmp 17 y fA .-f0 -q N 1\ ,, fD V R.N '... t N th N t7 r-... p f0 n n N l it.. f0 t0 ,,� !:IHJPJI ti• m F. r% U, N G O ti;' L E m I T. 8 o o 8 ci o1 C c a Co Q U o r ^ O 3 f0 a o Cry U 8 c ¢ < a u a z a x W Z z I■7 O N` O N G : ` #@\\\\ \\\ \\\\ k k%* (( ! ® ® ! 2 tNi J 2) k . \ 0 90 r: 9§ ^ E 8— cc 1i II cc Iii \ / \- � \� \ � \■ \ x/ \$ /a %4 ■ 0 1B AE ` 2I 2 4 1\E\ OSHKOSH PUBLIC WORKS FACILITY ATTACHMENT "A" PROJECT SPECIFICATIONS FOR THE PUBLIC WORKS FIELD OPERATIONS FACILITY CITY OF OSHKOSH, WI TABLE OF CONTENTS Title Page 1 page Table of Contents 4 pages BIDDING AND CONTRACT DOCUMENTS 00 11 13 PRE-BID INFORMATION 00 11 16 Invitation for Bids 1 page 00 21 31 INSTRUCTIONS TO BIDDERS 10 pages 00 31 21 INFORMATION AVAILABLE TO BIDDERS 1 page Soil Investigation Data (bound herein) 00 41 00 BID FORM 7 pages 00 73 00 SUPPLEMENTARY GENERAL CONDITIONS 10 pages Wage Rates if required SPECIFICATIONS DIVISION 1 GENERAL REQUIREMENTS (applies to all Contractors) 01 10 00 SUMMARY OF WORK 2 pages 01 20 00 PAYMENT AND CHANGE ORDER PROCEDURES 6 pages 01 23 00 ALTERNATES 2 pages 01 30 00 COORDINATION 01 30 00 Project Coordination 6 pages 01 31 19 PROJECT MEETINGS 4 pages 01 33 00 SUBMITTALS 5 pages 01 45 00 QUALITY CONTROL 4 pages 01 50 00 CONSTRUCTION FACILITIES AND TEMPORARY CONTROLS 14 pages 01 60 00 MATERIAL AND EQUIPMENT 7 pages 01 70 00 CONTRACT CLOSEOUT 9 pages 01 73 29 Cutting and Patching 3 pages 01 77 16 Final Cleaning 4 pages May 30, 2012 TABLE OF CONTENTS - 1 OSHKOSH PUBLIC WORKS FACILITY SPECIFICATIONS DIVISION 2 EXISTING CONDITIONS 02 41 00 DEMOLITION 02 41 16 Building Demolition (Alternate#11) 7 pages DIVISION 3 CONCRETE 03 30 00 CAST-IN-PLACE CONCRETE 3 pages 03 40 00 PRECAST CONCRETE 03 41 00 Structural Precast Concrete (Plant Cast) 10 pages DIVISION 4 MASONRY 04 20 00 UNIT MASONRY 8 pages DIVISION 5 METALS 05 12 00 STRUCTURAL STEEL FRAMING 6 pages 05 21 00 STEEL JOISTS AND TRUSS GIRDERS 4 pages 05 30 00 METAL DECKING 5 pages 05 40 00 COLD-FORMED METAL FRAMING 7 pages 05 44 00 Pre-fabricated Light Gauge Steel Roof and Floor Trusses 7 pages 05 50 00 METAL FABRICATIONS 5 pages DIVISION 6 WOOD, PLASTICS AND COMPOSITES 06 10 00 ROUGH CARPENTRY 6 pages 06 17 53 Fabricated Wood Trusses 5 pages 06 40 00 ARCHITECTURAL WOODWORK 7 pages 06 61 00 SOLID POLYMER FABRICATIONS 4 pages DIVISION 7 THERMAL AND MOISTURE PROTECTION 07 10 00 WATERPROOFING 07 11 00 Dampproofing 4 pages 07 21 00 INSULATION 4 pages 07 24 00 Exterior Insulation and Finish Systems 6 pages TABLE OF CONTENTS - 2 May 30, 2012 OSHKOSH PUBLIC WORKS FACILITY 07 30 00 STEEP SLOPE ROOFING 07 31 00 Shingles 5 pages 07 50 00 MEMBRANE ROOFING 07 53 00 Single Ply Elastomeric Sheet Roofing (Direct Glue) 7 pages 07 60 00 FLASHING AND SHEET METAL 4 pages 07 92 00 JOINT SEALERS 07 92 13 Sealants and Caulking 5 pages DIVISION 8 OPENINGS 08 11 00 METAL DOORS AND FRAMES 6 pages 08 14 00 WOOD AND PLASTIC DOORS AND FRAMES 08 14 29 Wood Doors (Pre-Finished) 4 pages 08 30 00 SPECIAL DOORS 5 pages 08 33 00 Coiling Doors 2 pages 08 41 11 ENTRANCES AND STOREFRONTS 08 41 13 Aluminum Entrances and Storefronts 6 pages 08 71 00 HARDWARE 5 pages 08 80 00 GLAZING 6 pages DIVISION 9 FINISHES 09 20 00 LATH AND PLASTER 09 26 00 Veneer Plaster 15 pages 09 29 00 GYPSUM BOARD 20 pages 09 30 00 TILE 09 31 00 Thin-set Tile 5 pages 09 50 00 CEILINGS 09 51 00 Acoustical Ceilings 5 pages 09 65 00 RESILIENT FLOORING 6 pages 09 68 00 CARPET 6 pages 09 91 00 PAINTING 12 pages DIVISION 10 SPECIALTIES 10 11 00 VISUAL DISPLAY UNITS 8 pages May 30, 2012 TABLE OF CONTENTS - 3 OSHKOSH PUBLIC WORKS FACILITY 10 21 13 TOILET PARTITIONS AND URINAL SCREENS 5 pages 10 21 13.16 Plastic—Laminate-Clad Toilet Compartments pages 10 21 13.19 Plastic Toilet Compartments pages 10 28 00 TOILET AND BATH ACCESSORIES 10 28 13 Toilet Accessories 4 pages 10 51 00 LOCKERS 10 51 13 Metal Lockers 7 pages 10 51 26 Plastic Lockers 4 pages 10 75 00 FLAGPOLES 5 pages 10 80 00 MISCELLANEOUS SPECIALTIES 2 pages DIVISION 11 EQUIPMENT 11 11 19 LUBRICATION DISPENSING SYSTEMS AND WASTE OIL SYSTEMS 11 pages 11 11 26 TOUCHLESS WASH SYSTEMS WITH WATER RECLAMATION 12 pages 11 11 28 FUEL DISPENSING SYSTEMS AND ISLAND CANOPY pages 11148 MONITORING SYSTEMS pages DIVISION 12 FURNISHINGS 12 21 00 WINDOW BLINDS 3 pages DIVISION 13 SPECIAL CONSTRUCTION 13 34 00 PRE-ENGINEERED STRUCTURES 13 34 23 Salt Dome 16 pages DIVISION 14 CONVEYING SYSTEMS 14 20 00 ELEVATORS 14 pages 14 40 00 LIFTS 14 45 00 Vehicle Lifts pages DIVISION 21 FIRE SUPPRESSION 21 05 00 COMMON WORK RESULTS FOR FIRE SUPPRESSION 9 pages 21 05 29 HANGERS AND SUPPORTS 4 pages 21 10 00 WATER BASED FIRE SUPPRESSION SYSTEMS 10 pages TABLE OF CONTENTS -4 May 30, 2012 OSHKOSH PUBLIC WORKS FACILITY DIVISION 22 PLUMBING 22 05 00 COMMON WORK RESULTS FOR PLUMBING 10 pages 22 05 13 COMMON WORK REQUIREMENTS FOR PLUMB EQUIPMENT 2 pages 22 05 14 PLUMBING SPECIALTIES 5 pages 22 05 23 GENERAL DUTY VALVES FOR PLUMBING PIPING 4 pages 22 05 29 HANGERS AND SUPPORTS FOR PIPING & EQUIPMENT 5 pages 22 07 00 PLUMBING INSULATION 7 pages 22 10 13 VEHICLE OIL PIPING pages 22 11 00 FACILITY WATER DISTRIBUTION 7 pages 22 13 00 FACILITY SANITARY SEWERAGE 5 pages 22 14 00 FACILITY STORM SEWERAGE pages 22 15 13 GENERAL SERVICE COMPRESSED-AIR PIPING 5 pages 22 30 00 PLUMBING EQUIPMENT 3 pages 22 42 00 COMMERCIAL PLUMBING FIXTURES 4 pages DIVISION 23 HEATING, VENTILATING AND AIR CONDITIONING 23 05 00 COMMON WORK RESULTS FOR HVAC 8 pages 23 05 13 COMMON MOTOR REQUIREMENTS FOR HVAC EQUIPMENT pages 23 05 14 VARIABLE FREQUENCY DRIVES pages 23 05 15 PIPING SPECIALTIES pages 23 05 23 GENERAL DUTY VALVES FOR HVAC PIPING 2 pages 23 05 29 HANGERS AND SUPPORTS FOR PIPING AND EQUIPMENT 6 pages 23 05 93 TESTING, ADJUSTING AND BALANCING FOR HVAC 4 pages 23 07 00 HVAC INSULATION 3 pages 23 09 14 PNEUMATIC AND ELECTRIC INSTUMENTATION AND CONTROL DEVICES FOR HVAC 6 pages 23 09 93 SEQUENCE OF OPERATION FOR HVAC CONTROLS 3 pages 23 11 00 FACILITY FUEL PIPING 5 pages 23 21 13 HYDRONIC PIPING pages 23 21 23 HYDRONIC PUMPS pages 23 31 00 HVAC DUCTS AND CASINGS 5 pages 23 33 00 HVAC AIR DUCT ACCESSORIES 3 pages 23 34 00 HVAC FANS 2 pages 23 37 13 DIFFUSERS, REGISTERS AND GRILLES 3 pages 23 41 00 PARTICUALTE AIR FILTRATION pages 23 52 00 HEATING BOILERS pages 23 54 00 FUEL FIRED HEATING EQUIPMENT 2 pages 23 62 13 PACKAGED AIR-COOLED REFRIGERANT COMPRESSOR AND CONDENSING UNITS 3 pages 23 82 00 HEATING AND COOLING TERMINAL UNITS 3 pages DIVISION 26 ELECTRICAL 26 05 00 ELECTRICAL PROVISIONS 8 pages 26 05 19 LOW-VOLTAGE ELECTRICAL POWER CONDUCTORS AND CABLES 6 pages 26 05 26 GROUNDING AND BONDING FOR ELECTRICAL SYSTEMS 4 pages May 30, 2012 TABLE OF CONTENTS - 5 OSHKOSH PUBLIC WORKS FACILITY 26 05 29 HANGERS AND SUPPORTS FOR ELECTRICAL SYSTEMS 2 pages 26 05 33.13 CONDUIT FOR ELETRICAL SYSTEMS 6 pages 26 05 33.16 BOXES FOR ELECTRICAL SYSTEMS 4 pages 26 05 33.23 SURFACE RACEWAYS FOR ELECTRICAL SYSTEMS 4 pages 26 05 53 IDENTIFICATION FOR ELECTRICAL SYSTEMS 2 pages 26 05 83 WIRING CONNECTIONS 2 pages 26 09 16 ELECTRIC CONTROLS AND RELAYS 2 pages 26 09 19 ENCLOSED CONTACTORS 4 pages 26 21 16 LOW-VOLTAGE UNDERGROUND ELECTRICAL SERVICE ENTRANCE 2 pages 26 22 13 LOW-VOLTAGE DISTRIBUTION TRANSFORMERS 4 pages 26 24 13 SWITCHBOARDS 4 pages 26 24 16 PANELBOARDS 6 pages 26 27 16 ELECTRICAL CABINETS AND ENCLOSURES 2 pages 26 27 26 WIRING DEVICES 6 pages 26 28 13 FUSES 2 pages 26 28 16.16 ENCLOSED SWITCHES 4 pages 26 29 13 ENCLOSED CONTROLLERS 4 pages 25 32 00 PACKAGED GENERATOR ASSEMBLIES 8 pages 26 36 23 AUTOMATIC TRANSFER SWITCHES 6 pages 26 51 00 INTERIOR LIGHTING 8 pages 26 56 00 EXTERIOR LIGHTING 6 pages DIVISION 28 ELECTRONIC SAFETY AND SECURITY 28 31 00 FIRE DETECTION AND ALARM 6 pages DIVISION 31 EARTHWORK 31 20 00 EARTHWORK 11 pages 31 60 00 SPECIAL FOUNDATIONS DIVISION 32 EXTERIOR IMPROVEMENTS 32 10 00 PAVING AND SURFACING 32 12 00 Asphaltic Concrete Paving 15 pages 32 31 13 CHAIN-LINK FENCES AND GATES 3 pages 32 31 19 ORNAMENTAL FENCES AND GATES 4 pages 32 90 00 LANDSCAPING 9 pages DIVISION 41 MATERIAL PROCESSING AND HANDLING EQUIPMENT 41 14 36 SCALES 6 pages 41 22 00 HOISTS AND CRANES 6 pages TABLE OF CONTENTS -6 May 30, 2012 OSHKOSH PUBLIC WORKS FACILITY THIS PAGE LEFT INTENTIONALLY BLANK May 30, 2012 TABLE OF CONTENTS - 7 SHEET INDEX GENEI 1.All concrete to test 4000 psi(exte 2.Verify all dimensions,access,uti 3.Conform to all applicable codes, 1.0 Title Sheet 4.Obtain and pay for all required pc PLUMBING 5.Notify Architect immediately if wr CIVIL P2.7 Outbuilding Plumbing Plan described in the Specificatiol C1 Existing Conditions P2.8 Salt Dome Plumbing Plan 6.No concrete to be poured without C2 Existing Conditions 7.All Contractors to co-operate wit C3 Site Prep&Erosion Control Plan FIRE PROTECTION representatives. C4 Grading Plan FP2.4 Outbuilding Fire Protection 8.Leave site clean,neat and free of C5 Utility Plan 9.Each Prime and Sub-contractor it C5.1 New Uti y Plan HVAC Specifications,Drawings,Ad 10.Guard against interfering with 0 C6 Erosion Control Details H2.6 Outbuilding HVAC Plan 11.These Drawings contain no pros C7 Grading&Paving Details H2.7 Existing Parks HVAC Plans Contractor and their employe C8 Utility Notes&Details H2.8 Existing Sanitation Garage HVAC ordinances and provide their C9 Stormwater Quality Unit Details 12.The locations of existing under ELECTRICAL shown in an approximate war ARCHITECTURAL El Electrical Site Plan-Site Lighting verified by the Owner or its rr 1.1 Architectural Site Plan E2 Office Lighting Plan determine the exact location 1.2 Site Plan Details E3 Repair Bay,CNG Bay,&Weld Shop Lighting work,and agrees to be fully i 1.3 Landscape Plan Plan might be occassioned by the E4 Wash Bay&Shop Lighting Plan preserve any and all undergr 2.1 First Floor Plan 13.Services perform for this projec 2.2 Mezzanine Plan E5 Sanitation,Utility Shop&Vehicle Parking Lighting Plan with the level of care and skil 2.3 Enlarged Plans profession currently practicit 2.4 Repair Bay E6 Mezzanine Lighting Plan constraints. No warranty,exi 2.5 Shop Plans E7 Office Power&Systems Plan E8 Repair Bay,CNG Bay&Weld Shop Power& 2.6 High Mid Roof Plan 9 Systems Plan ∎ ∎'4 /A IM S _�J I A l 2.7 Exterior Elevations E9 Wash Bay&Shop Power and Systems Plan 2.8 Enlarged Elevations&Details El 0 Sanitation,Utility Shop&Vehicle Parking 2.9 Outbuildings - Ground Floor Plans Power&Systems Earth Backfill IT 2.10 Outbuilding - Exterior Elevations Ell Mezzanine Power&Systems Plan 2.11 Outbuildings - Exterior Elevations E12 Warm Storage Lighting Plan Rigid Insulation I 2.12 Salt Dome Plan and Elevation El 3 Warm Storage Power&Systems Plan r � 2.13 Salt Dome Sections Details E14 Salt Shed Electrical Plan Concrete Block r,�///i 3.1 Building Sections E15 Schedule&Details 3.2 Building Sections E16 Schedules&Details Aluminum 3.3 Building Sections E17 Schedules&Details Lumber(Rough) - 4.1 Wall Sections E18 Schedules& '�� 4.2 Wall Sections El9 Schedules&Details Steel 17i�//// 4.3 Wall Sections E20 Schedules&Details 4.4 Wall Sections E21 Schedules&Details 4.5 Wall Sections E22 Parks Dept.Garage Exhaust Fan-Electric- - 4.6 Wall Sections Alternate 13 4.7 Wall Sections E23 Sanitation Storage Building -4th Ave& +100.0 New or Required Point I 4.8 Wall Sections Michigan-Electrical Plan-Alternate 14 IT-1 Information Technology 1st Floor +100.0 Existing Point Elevatior 4.10 Outbuilding Wall Sections 4.11 Outbuilding Wall Sections 4.12 Wall Sections +100.0 Existing Contours 5.1 Building&Structural Details 5.2 Building&Structural Details +100.0 New or Required Conto 5.3 Building&Structural Details 5.4 Building&Structural Details O 6.1 Door Schedule Grid Lines 6.2 Special Door Schedule 6.3 Room Schedule Room 1 Room/Space Number 7.1 Interior Elevations 7.2 Interior Elevations O Door Number 7.3 Stairs-Enlarged Plans&Sections 8.1 Reflected Ceiling&Floor Finish Plans �� 9.1 Foundation Plan Wall Tag 9.2 Mezzanine&Mid Roof Framing Plan 9.3 Roof Framing Plan 9.4 Special Girders and Framing Details 9.5 Outbuildings-Foundation and Framing Plan CON` 9.6 Special Joists CIVIL TerraTec Enaineerina (262)377-9905 Project Manager-Linda Joh t ATTACHMENT "B" ARCHITECT Kueny Architects (262)857-8101 Architect of Record-Jon P.' e-mail address:jonw(BJkuem PLUMBING Southport Engineered Systei (262)818.4409 __. T ■ `l`ry� I Document A201 TM — 2007 General Conditions of the Contract for Construction foT the following PROJECT: (Name and location or address) CITY OF OSHKOSH ADDITIONS AND DELETIONS: —I - 639 WITZEL AVE OHKOSH WI 54903 THE OWNER::: The author of this document has (Name, legal status aiid address) added information needed for its CITY OF OSHKOSH completion.The author may also 215 CHURCH AVENUE have revised the text of the original AIA standard form.An Additions and OSHKOSH,WI 54903-1130 Deletions Report that notes added information as well as revisions to the THE ARCHITECT: . standard form text is available from (Name, legal status and address) the author and should be reviewed.A KUENY ARCHITECTS,LLC vertical line in the left margin of this 10505 CORPORATE DRIVE, SUITE 100 document indicates where the author PLEASANT PRAIRIE,WISCONSIN 53158 has added necessary information and where the author has added to or TABLE OF ARTICLES deleted from the original AIA text. 1 GENERAL PROVISIONS This document has important legal consequences.Consultation with an attorney is encouraged with respect 2 OWNER to its completion or modification. 3 CONTRACTOR 4 ARCHITECT ' 5 SUBCONTRACTORS 6° CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 • CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 - TERMINATION OR SUSPENSION OF THE CONTRACT 15 '-CLAIMS AND DISPUTES Init. AIA Document A201 TM-2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 1 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 i maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) INDEX Architect's Administration of the Contract ` - (Topics and numbers in bold are section headings) 3.1.3,4.2,3.7.4, 15.2,9.4.1,9.5 Architect's Approvals 2.4,3.1.3,3.5,3.10.2,4.2.7 ,...Acceptance of Nonconforming Work Architect's Authority to Reject Work -9.6:6,:9.9.3,12.3 3.5,4.2.6, 12.1.2, 12.2.1 __.._ :Acceptance of Work Architect's Copyright -9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, 12.3 1.1.7, 1.5 Access to Work Architect's Decisions '3.16 6.2.1 12'1 - 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,42.13,42.14,6.3, Accident Prevention 7.3.7,7.3.9,8.1.3,8.3.1,9.1 9.4.1,9.5,9.8.4,9.9.1, 10-: 13.5.2, 15.2, 15.3 Acts and Omissions" Architect's Inspections 3.2,3.3.2,312:8,3.18,4.2.3,8.3.1,9.5.1, 10.2.5, 3.7.4,4.2.2,4.2.9,9.4.2,9.8.3,9.9.2,9.10.1, 13.5 10.2.8, 13.4.2;13.7, 14.1, 15.2 Architect's Instructions Addenda 3.2.4,3.3.1,42.6,4.2.7, 13.5.2 11 1 311 Architect's Interpretations Additional Costs,Claims for 4.2.11,4.2,12 3.7 4,3.7.5,6.1.1;7.3.7.5, 10.3, 15.1.4 Architect's Project Representative Additional Inspections and Testing 4.2.10 914 2 9.8.3, 12./1 13.5 Architect's Relationship with Contractor Additional Insured 1.1.2, 1.5,3.1.3,3.2.2,3.2.3,3.2.4,3.3.1,3.4.2,3.5, -11.1.4 3.7.4,3.7.5,3.9.2,3.9.3,3.10,3.11,3.12,3.16,3.18, Additional Time,Claims for 4.1.2.4.1.3,4.2,5.2,6.2.2,7,8.3.1,9.2,9.3,9.4, 9.5, 3.24,37.4,3.7.5,310.2,8.3.2,15.1.5 9.7,9.8,9.9,10.2.6, 10.3,11.3.7, 12, 13.4.2, 13.5, 15.2 -`Adminiistration'of the Contract Architect's Relationship with Subcontractors -3.1.3,4 2,94,9.5 1.1.2,4.2.3,4.2.4,4.2.6,9.6.3,9.6,4, 11.3.7 Advertisement or Invitation to Bid Architect's Representations 1.1 1 9.4.2,9.5.1,9.10.1 Aesthetic Effect_ Architect's Site Visits 4.2.13 3.7.4,4.2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.5 Allowances Asbestos 3.8,7.3.8 10.3.1 All-risk Insurance Attorneys'Fees 11'.3.1, 11.3.1.1 3.18.1,9.10.2, 10.3.3 Applications for Payment Award of Separate Contracts 4.2.5,7.3.9,9.2,9.3,9.4,9.5.1,9.6.3,9.7,9.10, 11.1.3 6.1.1,6.1.2 Approvals Award of Subcontracts and Other Contracts for 2.1.1,2.2.2,2.4,3.1.3,3.10.2,3.12.8,3.12.9,3.12.10, Portions of the Work 4.2:7,9.3.2, 13.5.1 5.2 Arbitration '' Basic Definitions 8.3.1,11.3.10, 13.1, 15.3.2, 15.4 1.1 ARCHITECT - Bidding Requirements 4' 1.1.1,5.2,1, 11.4.1 Architect,Definition of Binding Dispute Resolution 4.1.1 9.7, 11.3.9, 11.3.10, 13.1, 152.5, 15.2.6.1, 15.3.1, Architect,Extent of Authority 15.3.2, 15.4.1 -,-------2:4;3.117,-4.1,4.2,5.2,6.3,7.1.2,7.3.7,7.4,9.2, Boiler and Machinery Insurance Q 9 3:1,9.4,95,9.6.3,9.8,9.10.1,9.10.3, 12.1, 12.2,1, 11.3.2 .-=';',13.5.1 13.5.2' 14 2.2 14.2.4, 15.1.3, 15.2,1 Bonds,Lien Architect"Limitations of Authority and Responsibility 7.3.7.4,9.10.2 9.10.3 21:1 3.12 4 31.2.8 3.12.10 4.1.2 4.2.1 4.2.2 4.2.3 Bonds,Performance,and Payment 4.2.6,4.2.7,4.2.10,4.2.12,4.2.13,5.2.1,7.4,9.4.2, 7.3.7.4,9.6.7,9.10.3, 11.3.9,11.4 9.5.3,9.6.4, 15.1.3, 15.2 Building Permit Architect's Additional Services and Expenses 3.7.1 2.4, 11.3.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4 Init. AIA Document A201""—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 2 reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the / maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129 1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) Capitalization Compliance with Laws r� 13 1.6,3.2.3,3.6,3.7,3.12.10,3.13,4.1.1,9.6.4, 10.2.2, Certificate of Substantial Completion 11.1, 11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14.1.1, 9.8.3,9.8.4,9.8.5 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 ``.Certificates for Payment Concealed or Unknown Conditions 4.2.1,4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7, 3.7.4,4.2.8,8.3.1, 10.3 9.10.1,,9.10.3, 14.1.1.3, 14.2.4, 15.1.3 Conditions of the Contract __ Certificates of Inspection,Testing or Approval 1.1.1,6.1.1,6.1.4 - = 13.5.4 Consent,Written Certificates of Insurance 3.4.2,3.7.4,3.12.8,3.14.2,4.1.2,9.3.2,9.8.5,9.9.1, 9.10.2, 11.1.3 9.10.2,9.10.3, 11.3.1, 13.2, 13.4.2, 15.4.4.2 Change Orders. Consolidation or Joinder --- 1:1:1,2.4,3.4-23.7.4;3:8:2.3,3.11,3.12.8,4.2.8, 15.4.4 5.2.3,7.1.2,7.1.3,7.2,7.3.2,7.3.6,7.3.9,7.3.10,8.3.1, CONSTRUCTION BY OWNER OR BY 9.3.1.1,9.10.3,10.3.2, 11.3.1.2,11.3.4, 11.3.9, 12.1.2, SEPARATE CONTRACTORS 1.1.4,6 Change Orders,Definition of Construction Change Directive,Definition of 7.2.1 7.3.1 CHANGES IN THE WORK Construction Change Directives 2.2.1,3.11,4.2.8,7,7.2.1,7.3.1,7.4, 8.3.1,9.3.1.1, 1.1.1,3.4.2,3.12.8,4.2.8,7.1.1,7.1.2,7.1.3,73, 11.3.9.;' 9.3.1.1 Claims,Definition of Construction Schedules,Contractor's 15.1.1 3.10,3.12.1,3.12.2,6.1.3, 15.1.5.2 CLAIMS AND DISPUTES Contingent Assignment of Subcontracts 3.2.4,6.1.1,6.3,7.3.9,9.3.3,9.10.4, 10.3.3,15, 15.4 5.4, 14.2.2.2 Claims and Timely Assertion of Claims Continuing Contract Performance 15.4.1 15.1.3 Claims for Additional Cost Contract,Definition of 3.2.4,3.7.4,6.1.1,7.3.9, 10.3.2,15.1.4 1.1.2 • Claims for Additional Time CONTRACT,TERMINATION OR 3.2.4,-3.7.4,6;1.1,8.3.2, 10.3.2,15.1.5 SUSPENSION OF THE Concealed or Unknown Conditions,Claims for 5.4.1.1, 11.3.9,14 3.7.4 Contract Administration Claims for Damages 3.1.3,4,9.4,9.5 3.2.4,3.18,6.1.1,8.3.3,9.5.1,9.6.7, 10.3.3, 11.1.1, Contract Award and Execution,Conditions Relating 11.3.5, 11.3.7,14.1.3,14.2 4, 15.1.6 to Claims Subject to Arbitration 3.7.1,3.10,5.2,6.1, 11.1.3, 11.3.6, 11.4.1 15.3.1, 15.4.1 .- Contract Documents,Copies Furnished and Use of Cleaning Up 1.5.2,2.2.5,5.3 3.15,6.3 Contract Documents,Definition of Commencement of the Work,Conditions Relating to 1.1.1 2.2.1,3.2.2,3;4.1,3.7.1,3.10.1;3.12.6,5.2.1, 5.2.3, Contract Sum 6.2.2,'8.1.2,8.2.2,8.3.1, 11.1,11.3.1, 11.3.6, 11.4.1, 3.7.4,3.8,5.2.3,7.2,7.3,7.4,9.1,9.4.2,-9.5.1.4,9.6.7, 15.1.4 --- 9.7, 10.3.2, 11.3.1, 14.2.4, 14.3.2, 15.1.4, 15.2.5 Commencement of the Work,Definition of Contract Sum,Definition of 8.1.2 9.1 Communications Facilitating Contract Contract Time Administration 3.7.4,3.7.5,3.10.2,5.2.3,7.2.1.3,7.3.1,7.3.5,7.4, 391424_ 8.1.1, 8.2.1,8.3.1,9.5.1,9.7, 10.3.2, 12.1.1, 14.3.2, Completion,Conditions Relating to 15.1.5.1, 15.2.5 3.4.1,3.11,3.15,4.2.2,4.2.9, 8.2,9.4.2,9.8,9.9.1, Contract Time,Definition of - 9.10-12.2-13.7 ^14.1.2 8.1.1 COPLET M ION;PAYMENTS AND CONTRACTOR 9 3 Completion, Substantial Contractor,Definition of 4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3, 12.2, 3.1,6.1.2 13.7 Init. AIA Document A201 T®—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 3 reproduction or distribution of this AIM,'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 byAlA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) Contractor's Construction Schedules Cutting and Patching _3 10,3.12.1,3.12.2,6.1.3, 15.1.5.2 3.14,6.2.5 1 a Contractor's Employees Damage to Construction of Owner or Separate 3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, 10.3, Contractors 11.1.1, 1.1'.3.7, 14.1, 14.2.1.1 3.14.2,6.2.4, 10.2.1.2, 10.2.5, 10.4, 11.1.1, 11.3, :,.-Contractor's Liability Insurance 12.2.4 11 1 Damage to the Work Contractor's Relationship with Separate Contractors 3.14.2,9.9.1, 10.2.1.2, 10.2.5, 10.4, 11.3.1, 12.2.4 and Owner's Forces Damages,Claims for 3.12.5,3.14.2,4.2.4,6, 11.3.7, 12.1.2, 12.2.4 3.2.4,3.18,6.1.1,8.3.3,9.5.1,9.6.7, 10.3.3, 11.1.1, Contractor's Relationship with Subcontractors 11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 1.2.2,3.3.2,3.18.1,3.18.2,5,9.6.2,9.6.7,9.10.2, Damages for Delay -_- -11;3.1.2, 11.3.7,11.3.8 --- 6.1.1,8.3.3,9.5.1.6,9.7, 10.3.2 Contractor's Relationship with the Architect Date of Commencement of the Work,Definition of 1.1.2, 1.5,3.1.3,3.2.2,3.2.3,3.2.4,3.3.1,3.4.2,3.5, 8.1.2 3.7.4,3.10,3.11,3.12,3.16,3.18,4.1.3,4.2,5.2,6.2.2, Date of Substantial Completion,Definition of 7, 8.3.1,9.2,9.3,9.4,9.5,9.7,9.8,9.9, 10.2.6, 10.3, 8.1.3 11.3.7, 12, 13.5,15.1.2, 15.2.1 Day,Definition of Contractor's Representations, 8.1.4 3.2.1,3.2.2,3.5,3.12.6,6.2.2,8.2.1,9.3.3,9.8.2 Decisions of the Architect Contractor's Responsibility for Those Performing the 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2.13, 15.2,6.3, Work 7.3.7,7.3.9,8.1.3,8.3.1,9.2,9.4,9.5.1,9.8.4,9.9.1, 3.3.2,3.18,5.3,6.1.3,6.2,9.5.1;10.2.8 13.5.2, 14.2.2, 14.2.4, 15.1, 15.2 Contractor's Review of Contract Documents Decisions to Withhold Certification 3.2 9.4.1,9.5,9.7, 14.1.1.3 Contractor's Right to Stop the Work Defective or Nonconforming Work,Acceptance, 9.7 - Rejection and Correction of Contractor's Right to Terminate the Contract 2.3,2.4,3.5,4.2.6,6.2.5,9.5.1,9.5.2,9.6.6,9.8.2, 14.1, 15.1.6 9.9.3,9.10.4, 12.2.1 Contractor's Submittals=:-` Definitions 3.10,3.11,3.12.4,.4.2.7,5.2.1,5.2.3,9.2,9.3,9.8.2, 1.1,2.1.1,3.1.1,3.5,3.12.1,3.12.2,3.12.3,4.1.1, 9.8.3,9.9.1,9.10.2,9.10.3, 11.1.3,11.4.2_._ 15.1.1,5.1,6.1.2,7.2.1,7.3.1,8.1,9.1,9.8.1 Contractor's Superintendent Delays and Extensions of Time 3.9, 10.2.6 3.2,3.7.4,5.2.3,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7, Contractor's Supervision and Construction 10.3.2, 10.4, 14.3.2, 15.1.5, 15.2.5 Procedures - Disputes 1:2.2;3.3,3.4,3.12.10,4.2.2,4.2.7,6.1.3,6.2.4,7.1.3, 6.3,7.3.9, 15.1, 15.2 7.3.5,7.3.7,8.2, 10, 12, 14,15.1.3::, Documents and Samples at the Site Contractual Liability Insurance 3.11 11.1.1.8,11.2 Drawings,Definition of Coordination and Correlation 1.1.5 1.2,3.2.1,3.3:1,3.10,3.12.6,6.1.3,6.2.1 Drawings and Specifications,Use and Ownership of Copies Furnished of Drawings and Specifications 3.11 1.5,2.2.5-3 11 ` -' Effective Date of Insurance Copyrights 8.2.2, 11.1.2 1.5,3.17 Emergencies Correction of Work 10.4, 14.1.1.2, 15.1.4 2.3,2.4,3.7.3,9.4.2,9.8.2,9.8.3,9.9.1, 12.1.2,12.2 Employees,Contractor's Correlation-and:Intent of the Contract Documents 3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, 1.2 10.3.3, 11.1.1, 11.3.7, 14.1, 14.2.1.1 Cost,Definition.of Equipment,Labor,Materials or 7.3.7 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, Costs 4.2.6,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2,9.3.3,9.5.1.3, 2.4,324,3.7.3,3.8.2,3.15.2,5.4.2,6.1.1,6.2.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 7.3.3.3,7.3.7,7.3.8,7.3.9,9.10.2, 10.3.2, 10.3.6, 11.3, 12.1.2, 12.2.1, 12.2.4, 13.5, 14 Init. AIA Document A201' —2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 4 reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the / maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129 1 which expires on 08/04/2014,and is not for resale. — User Notes: (1869236535) Execution and Progress of the Work Insurance,Boiler and Machinery 1.1.3 1.2.1, 1.2.2,2.2.3,2.2.5,3.1,3.3.1,3.4.1,3.5, 11.3.2 3 71,3 10.1,3 12 3.14 4.2 6.2.2 7.1.3 7.3.5 8.2 Insurance,Contractor's Liability 951;9.9:1, 10.2, 10.3, 12.2, 14.2, 14.3.1, 15.1.3 11.1 _ Extensions of Time Insurance,Effective Date of 324,3.7.4,5.2.3,7.2.1,7.3,7.4,9.5.1,9.7, 10.3.2, 8.2.2, 11.1.2 10.4, 14.3, 15.1.5, 15.2.5 Insurance,Loss of Use Failure of Payment 11.3.3 9.5.1.3,9.7,9.10.2, 13.6,14.1.1.3, 14.2.1.2 Insurance,Owner's Liability Faulty Work 11.2 (See Defective or Nonconforming Work) Insurance,Property Final Completion and Final Payment 10.2.5,11.3 —4.2.1,4.2.9;9.8.2,8.2,910,11.1.2, 11.1.3, 11.3.1, 11.3.5, Insurance,Stored Materials 12.3, 14.2.4, 14.4.3 9.3.2 Financial Arrangements,Owner's INSURANCE AND BONDS 2.2.1, 13.2.2, 14.1.1.4-` 11 Fire and Extended Coverage Insurance Insurance Companies,Consent to Partial Occupancy 11.3.1.1 9.9.1 GENERAL PROVISIONS Intent of the Contract Documents 1 • x` 1.2.1,4.2.7,4.2.12,4.2.13,7.4 Governing Law Interest 13.1 : 13.6 Guarantees(See Warranty) Interpretation Hazardous Materials 1.2.3, 1.4,4.1.1,5.1,6.1.2, 15.1.1 10.2.4,10.3 Interpretations,Written Identification of Subcontractors and Suppliers 4.2.11,4.2.12, 15.1.4 5.2.1 -- Judgment on Final Award Indemnification: 15.4.2 3.17,3.18,9.10.2, 10.3.3, 10.3.5, 10.3.6, 11.3.1.2, Labor and Materials,Equipment 11.3.7 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, Information and Services Required of the Owner 4.2.6,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2,9.3.3,9.5.1.3, 2.1.2,2.2,3.2.2,3.12.4,3.12.10,6.1.3,6.1,.4,6.2.5, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, Labor Disputes 13.5.2,14.1.1.4, 14.1.4, 15.1.3 8.3.1 Initial Decision Laws and Regulations 1.5,3.2.3,3.6,3.7,3.12.10,3.13,4.1.1,9.6.4,9.9.1, Initial Decision Maker,Definition`of 10.2.2, 11.1.1, 11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 1.1.8 14, 15.2.8, 15.4 Initial Decision Maker Decisions Liens 14.2.2, 14:2.4, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 2.1.2,9.3.3,9.10.2,9.10.4, 15.2.8 Initial Decision Maker,Extent of Authority Limitations, Statutes of 14.2.2, 14.2.4,'-15.1.3, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 12.2.5, 13.7, 15.4.1.1 15.2.5. ° Limitations of Liability Injury or Damage to Person or Property 2.3,3.2.2,3.5,3.12.10,3.17,3.18.1,4.2.6,4.2.7, 10.2.8, 10.4 ,;: 4.2.12,6.2.2,9.4.2,9.6.4,9.6.7, 10.2.5, 10.3.3, 11.1.2, Inspections 11.2, 11.3.7, 12.2.5, 13.4.2 3.1.3,3.3.3,3.7.1,4.2.2;4.2.6,4.2.9,9.4.2,9.8.3, Limitations of Time 9.9.2,9.10.1, 12.2.1, 13.5 2.1.2,2.2,2.4,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2.7, — -Instructions to-Bidders 5.2,5.3,5.4.1,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3, 11 1 9.4.1,9.5,9.6,9.7,9.8, 9.9,9.10, 11.1.3, 11.3.1.5, Instructions to the Contractor 11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15 --3.2.4 3.3,1,3.8.1,5.2.1,7,8.2.2, 12, 13.5.2 Loss of Use Insurance Instruments of Service,Definition of 11.3.3 1.1.7 Material Suppliers Insurance 1.5, 3.12.1,4.2.4,4.2.6,5.2.1,9.3,9.4.2,9.6,9.10.5 3.18.1,6.1.1,7.3.7,9.3.2,9.8.4,9.9.1,9.10.2, 11 Materials,Hazardous 10.2.4, 10.3 AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 5 reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) Materials,Labor,Equipment and Owner's Authority �s1.13, 1.1.6, 1.5.1,3.4.1,3.5,3.8.2,3.8.3,3.12,3.13, 1.5,2.1.1,2.3,2.4,3.4.2,3.8.1,3.12.10,3.14.2,4.1.2, 3..151,4.2.6,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2 9.3.3, 4.1.3,4.2.4,4.2.9,5.2.1,5.2.4,5.4.1,6.1,6.3,7.2.1, ;9.513,9:10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 7.3.1,8.2.2,8.3.1,9.3.1,9.3.2,9.5.1, 9.6.4,9.9.1, Mean's Methods,Techniques,Sequences and 9.10.2, 10.3.2, 11.1.3, 11.3.3, 11.3.10, 12.2.2, 12.3, _Procedures of Construction 13.2.2, 14.3, 14.4, 15.2.7 • 3.3.1;3.12.10,4.2.2 4.2.7,9.4.2 Owner's Financial Capability Mechanic's Lien 2.2.1, 13.2.2, 14.1.1.4 - 2.1:2, 15.2.8 Owner's Liability Insurance Mediation 11.2 8.3.1, 10.3.5, 10.3.6, 15.2.1, 15.2.5, 15.2.6,15.3, Owner's Relationship with Subcontractors 15.4.1 1.1.2,5.2,5.3,5.4,9.6.4,9.10.2, 14.2.2 Minor Changes in the Work Owner's Right to Carry Out the Work 1.1.1,3.12.8,4.2.8,7.1,7.4 2.4, 14.2.2 MISCELLANEOUS PROVISIONS Owner's Right to Clean Up 13 ' 6.3 Modifications,Definition of Owner's Right to Perform Construction and to 1.1.1 : Award Separate Contracts Modifications to the Contract-. 6.1 1.1.1,1.1.2,3.11,4.1:2,4.11,5.2.3,7,8.3.1,9.7, Owner's Right to Stop the Work 10.3.2,11.3.1 2.3 Mutual Responsibility Owner's Right to Suspend the Work 6.2 14.3 Nonconforming Work,Acceptance of Owner's Right to Terminate the Contract 9.6.6,9.9.3,12.3 14.2 Nonconforming Work,Rejection and Correction of Ownership and Use of Drawings,Specifications 2.3,2.4,3.5 4.2.6,6.2.4,9.5.1,9.8.2,9.9.3,9.10.4, and Other Instruments of Service 12.2.1 1.1.1, 1.1.6, 1.1.7,1.5,2.2.5,3.2.2,3.11,3.17,4.2.12, Notice s ; -. 5.3 2.2 1,2.3 24,3.2.4,3.3.1,3.7.2,3.12.9,5.2.1,9.7, Partial Occupancy or Use 9.10,10.2.2, 11..1.3, 12.2.2:1;'13.3, 13.5.1, 13.5.2, 9.6.6,9.9, 11.3.1.5 14.1,14.2,15.2.8;15.4.1— Patching,Cutting and Notice,Written 3.14,6.2.5 2.3,2.4 3.3.1,3.9.2,3.12.9,3.12.10,5.2.1,9.7,9.10, Patents 10:2.2,10.3, 11.1.3,11.3.6,.12.2.2.1,• 13.3, 14, 15.2.8, 3.17 15.4 1 r r Payment,Applications for Notice of Claims' 4.2.5,7.3.9,9.2,9.3,9.4,9.5,9.6.3,9.7,9.8.5,9.10.1, 3.7.4, 10.2.8,15.1.2, 15.4 14.2.3, 14.2.4, 14.4.3 Notice of Testing and Inspections Payment,Certificates for 13.5.1 13.5.2 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7,9.10.1, Observations,Contractor's " - 9.10.3, 13.7, 14.1.1.3,14.2.4 3.2,3.7.4 Payment,Failure of Occupancy 9.5.1.3,9.7,9.10.2, 13.6, 14.1.1.3, 14.2.1.2 • •2.22;966 9:8 11,.3.1.5' ''-' " Payment,Final Orders,Written i , 4.2.1,4.2.9,9.8.2,9.10, 11.1.2, 11.1.3, 11.4.1, 12.3, 1.1.1,2.3,3.92,7,822,11.3.9, 12.1,12.2.2.1, 13.5.2, 13.7, 14.2.4, 14.4.3 14.3.1 Payment Bond,Performance Bond and OWNER 7.3.7.4,9.6.7,9.10.3, 11.4 2; ;T3. Payments,Progress Owner,Definition of 9.3,9.6,9.8.5,9.10.3, 13.6, 14.2.3, 15.1.3 2.1:1 PAYMENTS AND COMPLETION Owner,Information and Services Required of the 9 2.1.2,-2.2 3.2.2;3.12.10,6.1.3,6.1.4,6.2.5,9.3.2, Payments to Subcontractors 9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3, 11.2, 11.3, 13.5.1, 5.4.2,9.5.1.3,9.6.2,9.6.3,9.6.4,9.6.7, 14.2.1.2 13.5.2, 14.1.1.4, 14.1.4, 15.1.3 PCB 10.3.1 Init. AIA Document A201 TM-2007.Copyright O 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized A 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 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) Performance Bond and Payment Bond Rules and Notices for Arbitration 73.74,9.6.7,9.10.3,11.4 15.4.1 3 -1 Permits,Fees,Notices and Compliance with Laws Safety of Persons and Property 2.2-.2,,3.7i 3.13,7.33.4, 10.2.2 10.2, 10.4 .,... PERSONS AND PROPERTY,PROTECTION OF Safety Precautions and Programs 10 �- 3.3.1,4.2.2,4.2.7,5.3, 10.1, 10.2, 10.4 Polychlorinated Biphenyl Samples,Definition of .::, `116.3:1 3.12.3 -Product Data,Definition of Samples,Shop Drawings,Product Data and '3.12.2 3.11,3.12,4.2.7 Product Data and Samples,Shop Drawings Samples at the Site,Documents and 3.11,3.12,4.2.7, 3.11 —Progress and Completion Schedule of Values 4.2.2,8.2,9.8,9.9.1,14.1.4, 15.1.3 9.2,9.3.1 Progress Payments Schedules,Construction 9.3,9.6,9.8.5;;9.10.3, 13.6, 14,2.3, 15.1.3 3.10,3.12.1,3.12.2,6.1.3, 15.1.5.2 Project,Definition of Separate Contracts and Contractors 1.1.4 1.1.4,3.12.5,3.14.2,4.2.4,4.2.7,6,8.3.1, 12.1.2 Project Representatives Shop Drawings,Definition of 4.2.10 3.12.1 Property Insurance Shop Drawings,Product Data and Samples 10.2.5, 11.3 3.11,3.12,4.2.7 PROTECTION OF PERSONS AND PROPERTY Site,Use of 10 3.13,6.1.1,6.2.1 Regulations and Laws Site Inspections 1.5,3.2.3,3.6,3.7,3.12.10,3.13,4.1.1,9.6.4,9.9.1, 3.2.2,3.3.3,3.7.1,3.7.4,4.2,9.4.2,9.10.1, 13.5 10.2.2, 11.1, 11.4, 13.1, 13.4,13.5.1, 13.5.2, 13.6, 14, Site Visits,Architect's 15.2.8, 15.4 3.7.4,4.2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.5 Rejection of Work Special Inspections and Testing 3.5,4.2.6,12.2.1 4.2.6, 12.2.1, 13.5 Releases`and,Waivers of Liens Specifications,Definition of 9.10.2 a 1.1.6 Representations Specifications 3.2.1,3.5,3.12.6,6.2.2,8.2.1,9.3.3,9.4.2,9.5.1,9.8.2, 1.1.1,1.1.6, 1.2.2, 1.5,3.11,3.12.10,3.17,4.2.14 9.10.1 Statute of Limitations - Representatives 13.7, 15.4.1.1 2.1.1,3.1.1,3.9,4.1.1,4.2.1,4.2.2,4.2.10,5.1.1,5.1.2, Stopping the Work 13.2.1 2.3,9.7, 10.3, 14.1 Responsibility for Those Performing the Work Stored Materials - 3.3.2,.3.18,4.2.3,5.3,6.1.3,6.2,6.3,9.5.1, 10 6.2.1,9.3.2, 10.2.1.2, 10.2.4 Retainage - Subcontractor,Definition of 9.3.1,9.6.2 9.8.5,9.9.1,9.10.2,9.10.3 5.1.1 _ Review of Contract Documents and Field SUBCONTRACTORS• Conditions by Contractor _ 5 3.2,3.12.7,6.r.3`-i :. Subcontractors,Work by Review of Contractor's Submittals by Owner and 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 Architect - Subcontractual Relations 3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.1.3,9.2,9.8.2 5.3,5.4, 9.3.1.2,9.6,9.10, 10.2.1, 14.1, 14.2.1 -Review of-Shop Drawings,Product Data and Samples Submittals by.Contractor - 3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,7.3.7,92,9.3,9.8, - 12 �-. �kkr Yt. 9.9.1,9.10.2,9.10.3, 11.1.3 . 3: Rights and Remedies Submittal Schedule '.1.1 2,2.3 '2 4 3.5,3.7.4,3.15.2,4.2.6,5.3,5.4,6.1, 3.10.2,3.12.5,4.2.7 6.3,7.3.1,8.3,9.5.1,9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, Subrogation,Waivers of 13.4, 14, 15.4 6.1.1,11.3.7 Royalties,Patents and Copyrights 3.17 AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIM'Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 7 reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the / maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. (1869236535) User Notes: Substantial Completion Time Limits 4.29 81.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3, 12.2, 2.1.2,2.2,2.4,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2, 13.7 5.2 5.3,5.4,6.2.4,7.3,7.4,82,9.2 9.3.1,9.3.3,9.4.1, Substantial Completion,Definition of 9.5,9.6,9.7,9.8,9.9,9.10, 11.1.3,12.2,13.5,13.7, 14, 4.81. 15.1.2, 15.4 _Substitution of Subcontractors Time Limits on Claims 5.23,5.2.4 3.7.4, 10.2.8,13.7, 15.1.2 __ Substitution of Architect Title to Work 4.1:3 9.3.2,9.3.3 Substitutions of Materials Transmission of Data in Digital Form 3.4.2,3.5,7.3.8, 1.6 Sub-subcontractor,Definition of UNCOVERING AND CORRECTION OF WORK 5.1.2 - 12 Subsurface Conditions Uncovering of Work 3.7.4 12.1 Successors and Assigns Unforeseen Conditions,Concealed or Unknown 13.2 3.7.4, 8.3.1, 10.3 Superintendent , Unit Prices 3.9, 10.2.6 7.3.3.2,7.3.4 Supervision and Construction Procedures Use of Documents 1.2.2,3.3,3.4;3.12.10;4.2.2,4:2.7,6.1.3,6.2.4,7.1.3, 1.1.1, 1.5,2.2.5,3.12.6,5.3 7.3.7, 8.2,8.3.1,9.4.2, 10, 12, 14, 15.1.3 Use of Site Surety 3.13,6.1.1,6.2.1 5.4.1.2,9.8.5,9.10.2,9.10.3, 14.2.2, 15.2.7 Values,Schedule of Surety,Consent of 9.2,9.3.1 9.10.2,9.10.3" Waiver of Claims by the Architect Surveys 13.4.2 2.2.3 Waiver of Claims by the Contractor Suspension by the Owner for Convenience 9.10.5, 13.4.2, 15.1.6 14.3 Waiver of Claims by the Owner Suspension of the Work 9.9.3,9.10.3,9.10.4, 12.2.2.1, 13.4.2, 14.2.4, 15.1.6 5.4.2, 14.3 Waiver of Consequential Damages Suspension or Termination of the Contract 14.2.4, 15.1.6 5.4.1.1;14 Waiver of Liens Taxes 9.10.2,9.10.4 3.6,3.8.2.1,7.3.7.4 Waivers of Subrogation Termination by the Contractor 6.1.1, 11.3.7 14.1, 15.1.6 Warranty Termination by the Owner for Cause 3.5.4.2.9,9.3.3,9.8.4,9.9.1,9.10.4, 12.2.2, 13.7 5.4.1.1,14.2, 15.1.6 Weather Delays Termination by the Owner for Convenience 15.1.5.2 14.4 Work,Definition of Termination of the Architect 1.1.3 4.1.3 V,ritten Consent Termination of the Contractor 1.5.2,3.4.2,3.7.4,3.12.8,3.14.2,4.1.2,9.3.2, 9.8.5, 14.2.2 ' ; 9.9.1,9.10.2,9.10.3, 11.4.1, 13.2, 13.4.2, 15.4.4.2 TERMINATION OR SUSPENSION OF THE Written Interpretations CONTRACT 4.2.11,4.2.12 14— Written Notice _ Tests and Inspections 2.3,2.4,3.3.1,3.9,3.12.9,3.12.10,5.2.1, 8.2.2,9.7, 3.13,3.3.3,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3,9.9.2, 9.10, 10.2.2, 10.3, 11.1.3, 12.2.2, 12.2.4, 13.3, 14, 9.10.1, 10.3.2, 11.4.1, 12.2.1,13.5 15.4.1 TIME . Written Orders 8 1.1.1,2.3,3.9,7,8.2.2, 12.1, 12.2, 13.5.2, 14.3.1, Time,Delays and Extensions of 15.1.2 3.2.4,3.7.4,5.2.3,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7, 10.3.2, 10.4, 14.3.2, 15.1.5, 15.2.5 - AIA Document A2011"—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 8 reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) ARTICLE 1 GENERAL PROVISIONS §1 1 BASIC DEFINITIONS §111 THE CONTRACT DOCUMENTS The Contract Documents are enumerated in the Agreement between the Owner and Contractor(hereinafter the Agreement)and consist of the Agreement,Conditions of the Contract(General,Supplementary and other Conditions), .Drawings,Specifications,Addenda issued prior to execution of the Contract,other documents listed in the Agreement and Modifications issued after execution of the Contract.A Modification is(1)a written amendment to the Contract signed by both parties,(2)a Change Order,(3)a Construction Change Directive or(4)a written order for a minor - change in the Work issued by the Architect.Unless specifically enumerated in the Agreement,the Contract Documents do not include the advertisement or invitation to bid,Instructions to Bidders,sample forms,other • information furnished by the Owner in anticipation of receiving bids or proposals,the Contractor's bid or proposal,or portions of Addenda relating to bidding requirements. § 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations or agreements,either written or oral.The Contract may be amended or modified only by a Modification.The Contract Documents shall not be construed to create a contractual relationship of any kind(1)between the Contractor and the Architect or the Architect's consultants,(2)between the Owner and a Subcontractor or a Sub-subcontractor,(3)between the Owner and the Architect or the Architect's consultants or(4)between any persons or entities other than the Owner and the Contractor.The Architect shall,however,be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. §1.1.3 THE WORK The term"Work"means the construction and services required by the Contract Documents,whether completed or partially completed,and includes all other labor,materials,equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations.The Work may constitute the whole or a part of the Project. §1.1.4'1'HL PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by separate contractors. §1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design,location and dimensions of the Work-,generally including plans,elevations, sections,details,schedules and diagrams. §1.1.6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment,systems,standards and workmanship for the Work,and performance of related services. §1.1.7 INSTRUMENTS OF SERVICE Instruments of Service are representations,in any medium of expression now known or later developed,of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements.Instruments of Service may include,without limitation,studies,surveys,models, sketches,--drawings,specifications,and other similar materials. { Vt §1.1.8 INITIAL DECISION MAKER The Initial Decision Maker shall be the Architect. §1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor.The Contract Documents are complementary,and what is required by one shall be as _ bindmg ass if required by all performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. Init. AIA Document A201,"—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIM'Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 9 reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) §1.2.2 Organization of the Specifications into divisions,sections and articles,and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be ' performed by any trade. §12 3_Unless otherwise stated in the Contract Documents,words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. _ §1.2.3.1 In clarifying ambiguities or settling disputes,the following order of precedence of the Contract Documents shall be used: ={ a. Modifications to the above Agreement. b•, The Agreement between Owner and Contractor. c. ; Addenda. d. ; Supplementary General Conditions. e.. General Conditions. f- Drawings: , , "' 1- -.Written Dimensions. :. 2....Scaled Dimensions. ., -3.i>Detailed Drawings. 1-'.4.' General Drawings In the case of an inconsistency between Drawings and Specification or within either Document not clarified by Addendum,the better quality or greater quantity of Work shall be provided in accord with the Architect's interpretation. §1.2.3.2 In general,the Drawings are intended to nominate and establish the location,quantity and relationship of work,and the Specifications are intended to define the type and quality of materials and workmanship requirements of the work shown:, In cases of conflict between the Drawings and Specifications or with either,the Contractor shall submit prompt request for direction before proceeding.The requirements for the greatest quantity or the highest quality shall govern unless otherwise directed. '-ai.-§1.2.3.3 When a requirement is made by the Contract Documents that is not possible to meet, such as the requirements for an unavailable material,the Contractor shall submit prompt notice to the Architect for direction under Article 4.2.1. §1.2.4 Before bidding,;ordering any material or doing any work, each contractor shall verify all measurements and conditions, existing and new, at the jobsite and be responsible for the correctness of the same.No extra charge or compensation will be allowed on account of difference between actual dimensions and conditions and the ones indicated on.the Drawings:; §1.3 CAPITALIZATION Terms capitalized in these General Conditions include those that are(I)specifically defined,(2)the titles of numbered articles or(3)the titles of other documents published by the American Institute of Architects. _ _y 1 -7 §1.4 INTERPRETATION In the interest of brevity the Contract Documents frequently omit modifying words such as"all"and"any"and articles such as"the"and"an,"but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. §1.5 OWNERSHIP AND USE OF DRAWINGS,SPECIFICATIONS AND OTHER INSTRUMENTS OF I _ SERVICE;; §1.5.1 TheArchitect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service,including the Drawings and Specifications,and will retain all common law,statutory and other reserved rights,including copyrights.The Contractor,Subcontractors,Sub-subcontractors,and material or equipment suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or Architect's consultants'reserved rights. Init. AIA Document A201 T"—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 10 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the / maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) §11.5.2 The Contractor,Subcontractors,Sub-subcontractors and material or equipment suppliers are authorized to use nd reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work.All copies made under this authorization shall bear the copyright notice,if any shown on the Instruments of Service.The Contractor,Subcontractors, Sub-subcontractors,and material or equipment suppliers may not use the Instruments of T.r -K Service,on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner,Architect and the Architect's consultants. - §16 TRANSMISSION OF DATA IN DIGITAL FORM If the parties ihtend to transmit Instruments of Service or any other information or documentation in digital form,they shall endeavor to establish necessary protocols governing such transmissions,unless otherwise already provided in the Agreement or the Contract Documents. ARTICLE 2 OWNER §2.1 GENERAL §2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number.The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization.Except as otherwise provided in Section 4.2.1,the Architect does not have such authority.The term"Owner"means the Owner or the Owner's authorized representative. §2.1.2 Omitted §2.2.2 Omitted §2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER (Paragraphs deleted) §2.2.1 Omitted §2.2.3 The Owner shall furnish surveys describing physical characteristics,legal limitations and utility locations for the site_of the Project,and a legal description of the site.The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. §2.2.4 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness.The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. §2.2.5 Each prime Contracfor will be provided,free of charge,the following numbers of sets of the Contract Documents 1. One copy for the Contractor's office. 2. One copy-for the`on-site office. 3. The copies required to obtain permits. 4. One copy for each subcontractor or material supplier listed in the Proposal.Additional copies may be ''purchased.for the plan deposit fee listed in the Invitation for Bids. §2.3 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as requued by Section 12.2 or repeatedly 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 elui7 aed;`however,the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity,except to the extent required by Section 6.1.3. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 11 reproduction or distribution of this AIA5 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 byAlA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) §2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness,the Owner may without prejudice to other remedies the Owner may _ have,.correct such deficiencies.In such case an appropriate Change Order shall be issued deducting from payments _ _ ..-then or thereafter due the Contractor the reasonable cost of correcting such deficiencies,including Owner's expenses and compensation for the Architect's additional services made necessary by such default,neglect or failure.Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect.If payments then or thereafter due the Contractor are not sufficient to cover such amounts,the Contractor shall pay the difference to the Owner.-::- §2.5 RECORDS The Contractor shall keep full and accurate records of all costs incurred and items billed in connection with the performance of the Work,including records of the subcontractors,which records shall be open to audit by the authorized representative of the Owner or the Owner during the performance of the Work and for three years after Final Payment' ARTICLE 3 CONTRACTOR §3.1 GENERAL= y ;, §3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number.The Contractor shall be lawfully licensed,if required in the jurisdiction where the Project is located.The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract.The term"Contractor"means the Contractor or the Contractor's authorized representative. §3.1.1.1 The Contractor is responsible for determining that all of the Contractor's subcontractors are duly licensed in accordance with the federal, state and local licensing laws. §3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. §3.1.3 The Contractor shall hot be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract,or by tests, inspections'or approvals required or performed by persons or entities other than the Contractor. §3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR §3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site,become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. §3.2.2 Because the Contract Documents are complementary,the Contractor shall,before starting each portion of the Work,carefully study and compare the various Contract Documents relative to that portion of the Work,as well as the information furnished by the Owner pursuant to Section 2.2.3,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-arefor the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors,omissions,or inconsistencies in the Contract Documents;however,the Contractor shall promptly report to the Architect any errors,inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require.It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional,unless otherwise specifically provided in the Contract Documents. §3.2 3 TheContractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes or`dmances codes,rules and regulations,or lawful orders of public authorities,but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. §3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, Init. AIA Document A201 n'—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIM,Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 12 reproduction or distribution of this AIM, 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 byAlA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) the Contractor shall make Claims as provided in Article 15.If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3,the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations.If the Contractor performs those obligations,the Contractor shall not be liable to the Owner or Architect for damages resulting from errors,inconsistencies or omissions in the Contract : Documents,for differences between field measurements or conditions and the Contract Documents,or for nonconformities of the Contract Documents to applicable laws,statutes,ordinances,codes,rules and regulations,and lawful_orders of public authorities. §3.3 SUPERVISION AND CONSTRUCTION PROCEDURES '. §3.3.1 The Contractor shall supervise and direct the Work,using the Contractor's best skill and attention.The Contractor shall be solely responsible for,and have control over construction means,methods,techniques,sequences ' and procedures and for coordinating all portions of the Work under the Contract,unless the Contract Documents give —other specific ins tructio"n`s-concerning these matters.If the Contract Documents give specific instructions concerning construction means,methods,techniques,sequences or procedures,the Contractor shall evaluate the jobsite safety thereof and,except as stated below,shall be fully and solely responsible for the jobsite safety of such means,methods, techniques,sequences or procedures.When the Contract Documents give specific instructions concerning construction methods and means,the Contractor will review such instructions(including those recommended by Manufacturers)and advise the Architect if the specified procedures deviate from good construction practice;will affect any warranties,including the Contractor's general warranty or of any objections the Contractor may have to the procedure and to propose any alternative procedure which the Contractor will warrant.If the Contractor determines that such means,methods,techniques,sequences or procedures may not be safe,the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect.If the Contractor is then instructed to proceed with the required means,methods, techniques,sequences or procedures without acceptance of changes proposed by the Contractor,the Owner shall be solely responsible for any loss or damage arising solely from those Owner-required means,methods,techniques, sequences or procedures. TT' §3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees,and other persons or entities performing portions of the Work for,or on behalf of,the Contractor or any of its Subcontractors. §3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. §3.4 LABOR AND MATERIALS §3.4.1 Unless otherwise provided in the Contract Documents,the Contractor shall provide and pay for labor, materials,equipment,tools,construction equipment and machinery,water,heat,utilities,transportation,and other facilities and services necessary for proper execution and completion of the Work,whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. (Paragraph deleted) §3.4.1.1 Contractor shall pay the prevailing wage rates for this work,and provide certification of this to the Owner.§3.4.2 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 3.12-.8-6n-7.4,the Contractor may make substitutions only with the consent of the Owner,after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. §3.4.2.1 After theContract has been executed,the Owner and the Architect will consider a formal request for the substitution of products in place of those specified,only under the conditions set forth in the General Requirements of the Specifications(Division 1). §3.4.2.2 By making requests for substitutions based on Clause 3.4.2.1 above the Contractor: .1 that he/she has personally investigated the proposed substitute product and determined that it is equal or superior in all respects to that specified. .2 Represents that he/she will provide the same warranty for the substitution that would be provided for that specified. .3 Certifies that the cost data presented is complete and includes all related costs under this Contract but excludes costs under separate contracts,and excludes the Architect's redesign costs,and waives all claims AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 13 reproduction or distribution of this AIA'Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) for additional costs related to the substitution which subsequently become apparent;and .4 Will coordinate the installation of the accepted substitute,making such changes as may be required for the tI work to be complete in all respects' ;,§3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work.The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. §3.5 WARRANTY The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise.The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects,except for - those inherent in the quality of the Work the Contract Documents require or permit.Work,materials,or equipment not conforming to these requirements may be considered defective.The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor,improper or insufficient maintenance,improper operation,or normal wear and tear and normal usage.If required by the Architect,the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. l §3.6TAXES The Contractor shall pay sales,consumer,use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded,whether or not yet effective or merely scheduled to go into effect. _; $' I §3.6.1 The Contractors will include sales tax on all products purchased for this project. §3.7 PERMITS,FEES,NOTICES AND COMPLIANCE WITH LAWS §3.7.1 The Contractor shall secure and the Owner will pay for the building,mechanical,electrical and plumbing review permits,the environmental impact fees due to water and sewer connections,and the zoning regulation fees and permits as required by the jurisdiction listed elsewhere in the specification.The Contractor shall secure and the Owner will pay for all other permits and governmental fees,licenses and inspections necessary for proper execution of and completion of their Contract which are legally required when bids are received or negotiations concluded.§3.7.2 The Contractor shall comply with and give notices required by applicable laws,statutes,ordinances,codes,rules and regulations,and lawful orders of public authorities applicable to performance of the Work. (Paragraph deleted) §3.7.3 If the Contractor performs Work that the Contractor knows or reasonably should know to be contrary to applicable laws;statutes,ordinances; codes,rules and regulations,or lawful orders of public authorities,the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. §3.7.4 Concealed or Unknown Conditions.If the Contractor encounters conditions at the site that are(1)subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2)unknown'physical conditions of an unusual nature,that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents,the _;Contrractorrshali promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 5 calendar days after first observance of the conditions.The Architect will promptly investigate such conditions and,if the Architect determines that they differ materially and cause an increase or decrease in the Contractor's cost of,or time required for,performance of any part of the Work,will recommend an equitable adjustment in the Contract Sum or Contract Time,or both.If the Architect determines that the conditions at the site are -not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justtfied;.theArchitect shall promptly notify the Owner and Contractor in writing,stating the reasons.If either party disputes the Architect's determination or recommendation,that party may proceed as provided in Article 15. §3.7.5 If in the Course of the Work,the Contractor encounters human remains or recognizes the existence of burial markers,archaeological sites or wetlands not indicated in the Contract Documents,the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect.Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations.The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall Init. AIA Document A201^'—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 14 reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) continue with all other operations that do not affect those remains or features.Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. §3.8 ALLOWANCES §3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents.Items ,.,,.covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct,but _ the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. §3.8.2 Unless otherwise provided in the Contract Documents, .1 Allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes,less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site,labor,installation costs,overhead,profit and otherezpenses contemplated for stated allowance amounts shall be included in the Contract Sum but - not in the allowances;and .3 Whenever costs are more than or less than allowances,the Contract Sum shall be adjusted accordingly by Change Order.The amount of the Change Order shall reflect(1)the difference between actual costs and the allowances under Section 3.8.2.1 and(2)changes in Contractor's costs under Section 3.8.2.2 except when installation is specified as part of the allowance in the General Requirements(Division 1 of the Specifications). §3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. §3.9 SUPERINTENDENT §3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work.The superintendent shall represent the Contractor,and communications given to the superintendent shall be as binding as if given to the Contractor.This superintendent will also be responsible for resolving all Punch List items after inspection by the Owner and Architect. §3.9.2 The Contractor,as soon as practicable after award of the Contract,shall furnish in writing to the Owner through the Architect the name and qualifications of a proposed superintendent.The Architect may reply within 14 days to the Contractor in writing stating(1)whether the Owner or the Architect has reasonable objection to the proposed superintendent or(2)that the Architect requires additional time to review.Failure of the Architect to reply within the 14 day period shall constitute notice of no reasonable objection. §3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection.The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. §3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES §3.10.1 The Contractor,promptly after being awarded the Contract,shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work.The schedule shall not exceed time limits current under the Contract Documents,shall be revised at appropriate intervals as required by the conditions of the Work and Project,shall be related to the entire Project to the extent required by the Contract Documents,and shall P ex provide for editious and Practicable execution of the Work. P §3.10.2 The Contractor shall prepare a submittal schedule,promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule,and shall submit the schedule(s)for the Architect's approval. The Architect's approval shall not unreasonably be delayed or withheld.The submittal schedule shall(1)be coordinated-with-the Contractor's construction schedule,and(2)allow the Architect reasonable time to review submittals;If theContractor fails to submit a submittal schedule,the Contractor shall not be entitled to any increase in Contract.Sum or extension of Contract Time based on the time required for review of submittals. §3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 15 reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) §3.11 DOCUMENTS AND SAMPLES AT THE SITE The Contractor shall maintain at the site for the Owner one copy of the Drawings,Specifications,Addenda,Change .. ,� -�- ray , Orders and other Modifications,in good order and marked currently to indicate field changes and selections made - during construction,and one copy of approved Shop Drawings,Product Data Samples and similar required submittals.These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon-completion of the Work as a record of the Work as constructed. r; gin: §3.12 SHOP DRAWINGS,PRODUCT DATA AND SAMPLES §3.12.1 Shop Drawings are drawings,diagrams,schedules and other data specially prepared for the Work by the _ Contractor or-a Subcontractor,Sub-subcontractor,manufacturer,supplier or distributor to illustrate some portion of the Work. §3.12.2 Product tData are illustrations,standard schedules,performance charts,instructions,brochures,diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. . §3.12.3 Samples are physical-examples that illustrate materials,equipment or workmanship and establish standards by which the Work will be judged. §3.12.4 Shop Drawings,Product Data,Samples and similar submittals are not Contract Documents.Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals.Review by the Architect is subject to the limitations of Section 4.2.7.Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents.Submittals that are not required by the.Contract Documents may be returned by the Architect without action. §3.12.5 The Contractor shall review for compliance with the Contract Documents,approve and submit to the Architect Shop Drawings,Product Data, Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the Architect or,in the absence of an approved submittal schedule,with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate'contractors. §3.12.6 By submitting Shop Drawings,Product Data,Samples and similar submittals,the Contractor represents to the Owner and Architect that the Contractor has(1)reviewed and approved them,(2)determined and verified materials, field measurements and field construction criteria related thereto,or will do so and(3)checked and coordinated the information contained Within such submittals with the requirements of the Work and of the Contract Documents. §3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings,P roduct Data, Samples or similar submittals until the respective submittal has been approved by the Architect. §3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings,Product Data Samples'or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and(1)the Architect has given written approval to the specific deviation as a minor change in the Work,or(2)a Change Order or Construction Change Directive has been issued authorizing the deviation.The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings,Product Data;Samples or similar submittals by the Architect's approval thereof. -§-3.12.9-The-Contractor shall direct specific attention,in writing or on resubmitted Shop Drawings,Product Data, Samples orhsimilar submittals,to revisions other than those requested by the Architect on previous submittals.In the absence of such written notice,the Architect's approval of a resubmission shall not apply to such revisions. §3.1210 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means,methods,techniques, sequences and procedures.The Contractor shall not be required to provide professional services in violation of applicable law.If professional design services or certifications by a Init. AIA Document A201 T®—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 16 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) • design professional related to systems,materials or equipment are specifically required of the Contractor by the _ Contract Documents,the Owner and the Architect will specify all performance and design criteria that such services must satisfy.The Contractor shall cause such services or certifications to be provided by a properly licensed design professional,whose signature and seal shall appear on all drawings,calculations,specifications,certifications,Shop Drawings and other submittals prepared by such professional.Shop Drawings and other submittals related to the Work __designed or certified by such professional,if prepared by others,shall bear such professional's written approval when submitted to the Architect.The Owner and the Architect shall be entitled to rely upon the adequacy,accuracy and completeness of the services,certifications and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor all performance and design criteria that such services must satisfy Pursuant to this Section 3.12.10,the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.The Contractor shall not be responsible for the adequacy of the pe&formanceand design criteria specified in the Contract Documents. §3.13 USE OF SITE The Contractor shall confine operations at the site to areas permitted by applicable laws,statutes,ordinances,codes, rules and regulations,and lawful orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. §3.14 CUTTING AND PATCHING §3.14.1 The Contractor shall be responsible for cutting,fitting or patching required to complete the Work or to make its parts fit together properly.All areas requiring cutting,fitting and patching shall be restored to the condition existing prior to the cutting,fitting and patching,unless otherwise required by the Contract Documents. §3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting,patching or otherwise altering such construction,or by excavation.The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor;such consent shall not be unreasonably withheld..The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. §3.15 CLEANING UP. §3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish`caused.by operations under the Contract.At completion of the Work,the Contractor shall remove waste materials,rubbish,the Contractor's tools,construction equipment,machinery and surplus materials from and about the Project: §3.15.2 If the Contractor fails to clean up as provided in the Contract Documents,the Owner may do so and Owner shall be entitled to reimbursement from the Contractor. §3.16 ACCESS TO WORK The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. §3.17 ROYALTIES,PATENTS AND COPYRIGHTS The Contractor,shall pay all royalties and license fees.The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof,but shall not be responsible for such defense or loss when a particular design,process or product of a particular manufacturer or manufacturers.is,required by the Contract Documents,or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect.However,if the Contractor has reason to believe that the required design,process or product is an infringement of a copyright or a patent,the Contractor shall be responsible.for such loss unless such information is promptly furnished to the Architect. §3.18 INDEMNIFICATION §3.18.1 To the fullest extent permitted by law the Contractor shall indemnify and hold harmless the Owner,Architect, Architect's consultants,and agents and employees of any of them from and against claims,damages,losses and expenses,including but not limited to attorneys'fees,arising out of or resulting from performance of the Work, AIA Document A201",—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 17 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 byAlA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) provided that such claim,damage,loss or expense is attributable to bodily injury,sickness,disease or death,or to injury to or destruction of tangible property(other than the Work itself),but only to the extent caused by the negligent acts or omissions of the Contractor,a Subcontractor,a Sub-subcontractor,anyone directly or indirectly employed by them or anyone for whose acts they may be liable,regardless of whether or not such claim,damage,loss or expense is caused.in part by a party indemnified hereunder.Such obligation shall not be construed to negate,abridge,or reduce __ _,._other,rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section = 3.18 §3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor,anyone directly or indirectly employed by them or anyone for whose acts they may be liable,the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation or,benefits payable by or for the Contractor or a Subcontractor under workers'compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ARCHITECT §4.1 GENERAL '- §4.1.1 The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing architecture in the jurisdiction where the Project is located.That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. §4.1.2 Duties,responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted,modified or extended without written consent of the Owner,Contractor and Architect.Consent shall not be unreasonably withheld. §4.1.3 Omitted §4.2 ADMINISTRATION OF THE CONTRACT §4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment.The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. §4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction,or as otherwise agreed with the Owner,to become generally familiar with the progress and quality of the portion of the Work completed,and to determine in general if the Work observed 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 not have control over,charge of,or responsibility for,the construction means,methods,techniques,sequences or procedures,or for the safety precautions and programs in connection with the Work,since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1. §4.2.3 On the basis of the site visits,the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the.Work completed,and report to the Owner(1)known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor,and(2)defects and deficiencies observed in the Work.The Architect will not be responsible for the Contractor's failure to perform the Work in accordarce'with the requirements of the Contract Documents.The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors,or their agents or employees, or ally other persons or entities performing portions of the Work. §4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION Except as otherwise provided in the Contract Documents or when direct communications have been specially authorize'd,the;Owner and Contractor shall endeavor to communicate with each other through the Architect about - matters arising out of or relating to the Contract.Communications by and with the Architect's consultants shall be through the Architect.Communications by and with Subcontractors and material suppliers shall be through the Contractor.Communications by and with separate contractors shall be through the Owner.Any direct communication between Owner and Contractor that affect the performance or administration of the Contract shall be made or confirmed in writing,with copies to the Architect,and any such communications that represent a modification of the Contract requirements will be documented appropriately. Any communications among the Architect and Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 1 8 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) • Subcontractors should be confirmed in writing to the Contractor. §'4 2 5 Based on the Architect's evaluations of the Contractor's Applications for Payment,the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. r §:4 2 6-The Architect has authority to reject Work that does not conform to the Contract Documents.Whenever the Architect considers it necessary or advisable,the Architect will have authority to-require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3,whether or not such Work is fabricated,installed or completed. w However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise `'such authority shall give rise to a duty or responsibility of the Architect to the Contractor,Subcontractors,material and equipment suppliers,their agents or employees,or other persons or entities performing portions of the Work. -A-4.2.7 The Ardiitect Will-review and approve,or take other appropriate action upon,the Contractor's submittals such as Shop Drawings,Product Data and Samples,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or,in the absence of an approved submittal schedule,with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review.Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities,or for substantiating instructions for installation or performance of equipment or systems,all of which remain the responsibility of the Contractor as required by the Contract Documents.The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3,3.5 and 3.12.The Architect's review shall not constitute approval of safety precautions or,unless otherwise specifically stated by the Architect,of any construction means,methods,techniques,sequences or procedures.The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. §4.2.8 The Architect will prepare Change Orders and Construction Change Directives,and may authorize minor changes in the Work as provided in Section 7.4.The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. §4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion;issue Certificates of Substantial Completion pursuant to Section 9.8;receive and forward to the Owner,for.the Owner's review and records,written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10;and issue a final Certificate for Payment pursuant to Section 9.10. §4.2.10 A Project Representative`iill be employed on a periodic basis at the Site by the Architect. The Project Representative's duties,responsibilities and limitations of authority are similar to those set forth in AIA Document B Full-Time Project Representative,a copy of which shall be furnished to the Contractor. §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 limits agreed upon or otherwise with reasonable promptness. §4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of,and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings.When making such interpretations and decisions,the Arch_itect`'will endeavor to secure faithful performance by both Owner and Contractor,will not show partiality to either and will not be liable for results of interpretations or decisions rendered in good faith. §4 2 13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in,the Contract Documents. §4 2 14 The Architect will review and respond to requests for information about the Contract Documents.The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness.If appropriate,the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. AIA Document A2011"—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 19 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 MA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) ARTICLE 5 SUBCONTRACTORS §51 DEFINITIONS ':§51 1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site.The term"Subcontractor"is referred to throughout the Contract Documents as if singular in number and mean's a Subcontractor or an authorized representative of the Subcontractor.The term"Subcontractor"does not _ _;T.include separate contractor or subcontractors of a separate contractor. §5.1:2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform - a portion of the Work at the site.The term"Sub-subcontractor"is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor. §5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK §5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements,the Contractor,as soon as practicable'after award of the Contract, shall furnish in writing to the Owner through the Architect the names of persons or entities(including those who are to furnish materials or equipment fabricated to a special design)proposed for each principal portion of the Work.The Architect may reply within 14 days to the Contractor in writing stating(1) whether the Owner or the Architect has reasonable objection to any such proposed person or entity or(2)that the Architect requires additional time for review.Failure of the Owner or Architect to reply within the 14-day period shall constitute notice of no reasonable objection. §5.2.1.1 Not later than 14 days from the contract date,the Contractor shall provide a list showing the name of the Manufacturers proposed to be used for each of the products identified in the General Requirements of the Specifications(Division 1)and,where applicable,the name of the installing Subcontractor. §5.2.1.2 The Architect will promptly reply in writing to the Contractor stating whether the Owner or the Architect, after due investigation,has reasonable objection to any such proposal. If adequate data on any proposed Manufacturer or installer is not available,the Architect may state that action will be deferred until the Contractor provides further data. Failure of the Owner or Architect to reply promptly shall constitute notice of no reasonable objection. Failure to object to a Manufacturer shall not constitute a waiver of any of the requirements of the Contract Documents,and all products furnished by the listed Manufacturer must conform to such requirements. §5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection.The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. §5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor,the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. §5.2.4 The Contractor shall not substitute a Subcontractor,person or entity previously selected if the Owner or Architect makes reasonable objection to such substitution. §5.3 SUB CONTRACTUAL RELATIONS By appropriate agreement,written where legally required for validity,the Contractor shall require each Subcontractor, to the extent of the Work to be'performed by the Subcontractor,to be bound to the Contractor by terms of the Contract Documents,and to assume toward the Contractor all the obligations and responsibilities,including the responsibility for safety of the Subcontractor's Work,which the Contractor, by these Documents,assumes toward the Owner and Architect.Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will _ - not prejudice such rights,and shall allow to the Subcontractor,unless specifically provided otherwise in the - _subcontract agreement,the benefit of all rights,remedies and redress against the Contractor that the Contractor,by the Contract Documents,has against the Owner.Where appropriate,the Contractor shall require each Subcontractor to enter into-similar agreements with Sub-subcontractors.The Contractor shall make available to each proposed Subcontractor,prior to the execution of the subcontract agreement,copies of the Contract Documents to which the Subcontractor will be bound,and,upon written request of the Subcontractor,identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. Init. AIA Document A201 T"-2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 20 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 byAlA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) §5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS a (Paragraphs deleted) " ' §5 4 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner,provided that -;. ,, .,,..1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing;and .2 assignment is subject to the prior rights of the surety,if any,obligated under bond relating to the il Contract When the Owner accepts the assignment of a subcontract agreement,the Owner assumes the Contractor's rights and - -- -`obligations under the subcontract. §5.4.2 Upon such assignment,if the Work has been suspended for more than 30 days,the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. §5.4.3 Upon such assignment to the Owner under this Section 5.4,the Owner may further assign the subcontract to a successor contractor or other entity.If the Owner assigns the subcontract to a successor contractor or other entity,the Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the • subcontract ',., ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS §6.1 OWNER'S RIGHT.TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS §6.L1 The Owner reserves_the right to perform construction or operations related to the Project with the Owner's own - forces,and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation.If the Contractor claims that delay or additional cost is involved because of such action by the Owner,the Contractor shall make such Claim as provided in Article 15. §6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site,the term"Contractor"in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. §6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor,who shall cooperate with them.The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules.The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement.The construction schedules shall then constitute the schedules to be used by the Contractor,separate contractors and the Owner until subsequently revised. §6.1.4 Unless otherwise provided in the Contract Documents,when the Owner performs construction or operations related to the Project with the Owner's own forces,the Owner shall be deemed to be subject to the same obligations and to have the"same rights that apply to the Contractor under the Conditions of the Contract,including,without excluding others,those stated in Article 3,this Article 6 and Articles 10, 11 and 12. t~; = §6.2 MUTUAL RESPONSIBILITY §6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and - - storage of their materials and equipment and performance of their activities,and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. §6.2.2 Ifpart of the Contractor's Work depends for proper execution or results upon construction or operations by the _ Owner or a separate contractor,the Contractor shall,prior to proceeding with that portion of the Work,promptly report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results.Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work,except as to defects not then reasonably discoverable. AIA Document A201"1—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init Institute of Architects.All rights reserved.WARNING:This AIA,Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 21 reproduction or distribution of this AIA, Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) • §6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because'of the Contractor's delays,improperly timed activities or defective construction.The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a separate contractor's delays,improperly timed activities,damage to the Work or defective construction. §6/.4 The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. §6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor,separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish,the Owner may clean up and will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK §7.1 GENERAL §7.1.1 Changes in the Work may be accomplished after execution of the Contract,and without invalidating the Contract,by Change Order,Construction Change Directive or order for a minor change in the Work,subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. §7.1.2 A Change Order shall be based upon agreement among the Owner,Contractor and Architect;a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. §7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents,and the Contractor shall proceed promptly,unless otherwise provided in the Change Order,Construction Change Directive or order for a minor change in the Work. §7.2 CHANGE ORDERS §7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner,Contractor and Architect stating their agreement upon all of the following: .1 - The change in the Work; .2;:-.The amount of the adjustment,if any,in the Contract Sum;and ':3• The extent of the'adjustment,if any in the Contract Time §7.3 CONSTRUCTION CHANGE DIRECTIVES §7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and _ Architect,directing a change in the Work prior to agreement on adjustment,if any,in the Contract Sum or Contract Time,or both.'The Owner may by Construction Change Directive,without invalidating the Contract,order changes in the Work within the general scope'of the Contract consisting of additions,deletions or other revisions,the Contract • Sum and Contract Time being adjusted accordingly. §7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. §7.33 If the Construction Change Directive provides for an adjustment to the Contract Sum,the adjustment shall be baled on one of the following methods: ' 1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee;or Init. AIA Document A201' —2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 22 reproduction or distribution of this AIA,Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) • .4 As provided in Section 7.3.7. §_7.3.4 If unit prices are stated in the Contract Documents or subsequently agreed upon,and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor,the applicable unit prices shall be equitably adjusted. §7.3.5 Upon receipt of a Construction Change Directive,the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method,if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time, §7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. §7.3.7 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change,including,in case of an increase in the Contract Sum,an amount for overhead and profit as set forth in the Article 7.3.10.1 through 7.3.10.5 below. In such case,and also under Section 7.3.3.3,the Contractor shall keep and present,in such form as the Architect may prescribe,an itemized accounting together with appropriate supporting data.Unless otherwise provided in the Contract Documents,costs for the purposes of this Section 7.3.7 shall be limited to the following: .1 Costs of labor,including social security,old age and unemployment insurance,fringe benefits required by agreement or custom,and workers'compensation insurance; .2 . Costs of materials, supplies and equipment,including cost of transportation,whether incorporated or Consumed; r, .3 Rental costs of machinery and equipment,exclusive of hand tools,whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance,permit fees,and sales,use or similar taxes related to the Work;and .5 Additional costs of supervision and field office personnel directly attributable to the change. §7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect.When both additions and credits covering related Work or substitutions are involved in a change,the allowance for overhead and profit shall be figured on the basis of net increase,if any,with respect to that change. §7.3.9 Pending final-determination of the total cost of a Construction Change Directive to the Owner,the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment.The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines,in the Architect's professional judgment,to be reasonably justified.The Architect's interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order;subject to the right of either party to disagree and assert a Claim in accordance with Article 15. §7.3.10 In Subparagraph 7.3.7 the allowance for overhead and profit combined,included in the total cost to the Owner,shall be based on the following schedule: .1 For the Contractor,for any Work performed by the Contractor's own forces, 10 percent of the cost. - 2 For the Contractor,for Work performed by the Contractor's Subcontractor,5 percent of the amount due the P Y P Subcontractor. :3" For each Subcontractor or Sub-subcontractor involved,for any Work performed by the Subcontractor's own forces,five percent of the cost. ".4 In"order to facilitate checking of quotations for extras or credits,all proposals, except those so minor that their propriety can be seen by inspection,shall be accompanied by a complete itemization of costs including labor,materials and Subcontractors. Labor and materials shall be itemized in the manner prescribed above. Where major cost items are Subcontracts,they shall be itemized also. In no case will a change involving over $500.00 be approved without such itemization. AIA Document A201" —2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 23 reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) • .5 The Architect will have access to all records and costs from prime contractors,sub-contractors,and suppliers for the base bid work,alternatives and change orders in order to evaluate certificates of payment and change order requests. §7.4 MINOR CHANGES IN THE WORK -_ The Architect has authority to order minor changes in the Work not involving adjustment in the Contract Sum or - extension of the Contract Time and not inconsistent with the intent of the Contract Documents.Such changes will be effected by written order signed by the Architect and shall be binding on the Owner and Contractor. ARTICLE 8 ;TIME §8.1 DEFINITIONS §8.1.1 Unless otherwise provided,Contract Time is the period of time,including authorized adjustments,allotted in the Contract Documents for Substantial Completion of the Work. §8.1.2 The date of commencement of the Work is the date established in the Agreement. §8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. §8.1.4 The term"day" as used in the Contract Documents shall mean calendar day. §8.2 PROGRESS AND COMPLETION §8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract.By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. §8.2.2 The Contractor shall not knowingly,except by agreement or instruction of the Owner in writing,prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner.The date of commencement of the Work shall not be changed by the effective date of such insurance.-- -- §8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. - §8.3 DELAYS AND EXTENSIONS OF TIME §8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect,or of an employee of either,or of a separate contractor employed by the Owner;or by changes ordered in the Work;or by labor disputes,fire,unusual delay in deliveries,unavoidable casualties or other causes beyond the Contractor's control;or by delay authorized by the Owner pending mediation and arbitration;or by other causes that 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.The Contractor shall give the Owner written notice of any delay, including delay caused by the Architect, as soon as possible but in any event within seventy two(72)hours of the beginning of the delay.- §8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. §8.3.3 Omitted " ARTICLE 9 PAYMENTS AND COMPLETION §91 CONTRACT SUM The Contract Sum is stated in the Agreement and,including authorized adjustments,is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. §9.2 SCHEDULE OF VALUES Where the Contract is based on a stipulated sum or Guaranteed Maximum Price,the Contractor shall submit to the Architect,before the first Application for Payment,a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Init. AIA Document A201",—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 24 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 byAlA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) • Architect may require.This schedule,unless objected to by the Architect,shall be used as a basis for reviewing the Contractor's Applications for Payment. §9.3 APPLICATIONS FOR PAYMENT §9.3.1 At least fifteen days before the date established for each progress payment,the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values,if required under Section 92,for completed portions of the Work.Such application shall be notarized,if required,and supported by suchrdata substantiating the Contractor's right to payment as the Owner or Architect may require,such as copies of requisitions from Subcontractors and material suppliers,and shall reflect retainage if provided for in the Contract Documents.The form of Application for Payment shall be notarized AIA Document G 702,Application and Certification for Payment supported by AIA Document G 703,Continuation Sheet. y r §9.3.1.1 As provided in—Section 7.3.9,such applications may include requests for payment on account of changes in the Work that 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 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier,unless such Work has been performed by others whom the Contractor intends to pay. §9.3.1.3 Until the Work is 50 percent complete,the Owner will pay 95 percent of the amount due the Contractor on account of progress payments. At the time the Work is 95 percent complete and thereafter,if the manner of completion of the Work and its progress are and remain satisfactory to the Architect,and in the absence of other good and sufficient reasons,the Architect will(on presentation by the Contractor of Consent of Surety for each Application)authorize any remaining partial payments to be paid in full. §9.3.1.4 The full Contract retainage may be reinstated if the manner of completion of the Work and its progress do not remain satisfactory to the Architect(or if the Surety withholds its consent)or for other good and sufficient reasons. §9.3.1.5 After the Work issubstantially complete and the Architect has determined that the list of items to be completed and corrected is acceptable,the retention shall be adjusted so that the sum has a direct relation to the value of the Work included on the list. §9.3.2 Unless otherwise provided in the Contract Documents,payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work.If approved in advance by the Owner,payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing.Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest,and shall include the costs of applicable insurance,storage and transportation to the site for such materials and equipment stored off the site. §9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment.The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall,to the;best of the Contractor's knowledge,information and belief,be free and clear of liens,claims,security interests or encumbrances in favor.of the Contractor,Subcontractors,material suppliers,or other persons or entities making a claim by reason of having provided labor,materials and equipment relating to the Work. §9.3.3.1 The first payment application shall be accompanied by the Contractor's partial waiver of lien only,for the full amount of the payment. Each subsequent monthly payment application shall be accompanied by the Contractor's partial waiver,and by the partial waivers of Subcontractors and suppliers who were included in the immediately _ _ preceding«payment application to the extent of the payment. Application for final payment shall be accompanied by final waivers of lien from the Contractor,Subcontractors and Suppliers who have not previously furnished such final waivers. AIA Document A201 T'"-2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 25 reproduction or distribution of this AIA'Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) §9 4 CERTIFICATES FOR PAYMENT §9 4.1 The Architect will within seven days after receipt of the Contractor's Application for Payment,either issue to the Owner a Certificate for Payment,with a copy to the Contractor,for such amount as the Architect determines is properly due,or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5.1. §9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner,based - on the Architect's evaluation of the Work and the data comprising the Application for Payment,that,to the best of the Architect's knowledge,information and belief,the Work has progressed to the point indicated and that the quality of - the Work is in accordance with the Contract Documents.The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,to results of subsequent tests - and inspections,to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect.The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified.However,the issuance of a Certificate for Payment will not be a representation that the Architect has(1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work,(2)reviewed construction means,methods,techniques,sequences or procedures,(3)reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment,or(4)made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. §9.5 DECISIONS TO WITHHOLD CERTIFICATION §9.5.1 The Architect may withhold a Certificate for Payment in whole or in part,to the extent reasonably necessary to protect the Owner,if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot be made.If the Architect is unable to certify payment in the amount of the Application,the Architect will notify the Contractor and Owner as provided in Section 9.4.1.If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner.The Architect may also withhold a Certificate for Payment or,because of subsequently discovered evidence,may nullify the whole or a part of a Certificate for Payment previously issued,to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from-acts and omissions described in Section 3.3.2,because of '.1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; -.3 failure Of the Contractor to make payments properly to Subcontractors or for labor,materials or equipment; '.4, reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 `° damage to the Owner or a separate contractor; .6 - reasonable evidence that the Work will not be completed within the Contract Time,and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay;or .7 repeated failure to carry out the Work in accordance with the Contract Documents. §9.5:2 When the above`reasons for withholding certification are removed,certification will be made for amounts previouslyvlthheld, §9.5.3 If the Arc hrtectwithholds certification for payment under Section 9.5.1.3,the Owner may, at its sole option, issue joint checks to the_Contractor and to any Subcontractor or material or equipment suppliers to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered.If the Owner makes payments by joint check,the Owner shall notify the Architect and the Architect will reflect such _ payment on'.the next Certificate for Payment. §9.6 PROGRESS PAYMENTS §9.61 After the Architect has issued a Certificate for Payment,the Owner shall make payment in the manner and within the time provided in the Contract Documents,and shall so notify the Architect. §9.6.2 The Contractor shall pay each Subcontractor no later than seven days after receipt of payment from the Owner the amount to which the Subcontractor is entitled,reflecting percentages actually retained from payments to the Init. AIA Document A2011"—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA,Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 26 reproduction or distribution of this AIA®Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129 1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) Contractor on account of the Subcontractor's portion of the Work.The Contractor shall,by appropriate agreement with each Subcontractor,require each Subcontractor to make payments to Sub-subcontractors in a similar manner. i • §`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. +y 5~ §9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly p p y paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted Work.If the Contractor fails to furnish such evidence within seven days,the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid.Neither the Owner nor Architect shall have an obligation to pay,or to see to the payment of money to a Subcontractor,except as may otherwise be required by law. §9.6.5 Contractor paynients.to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2,9.6.3 and 9.6.4. §9.6.6 A Certificate for Payment,a progress payment,or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. §9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor.for those Subcontractors or suppliers who performed Work or furnished materials,or both,under contract with the Contractor for which payment was made by the Owner.Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor,shall create any fiduciary liability or tort liability on the part of the Contractor for breach of trust or shall entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. • §9.7 FAILURE OF PAYMENT If the Architect does not issue a Certificate for Payment,through no fault of the Contractor,within seven days after receipt of the Contractor's Application for Payment,or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount certified by the Architect or awarded by binding dispute resolution,then the Contractor may,upon seven additional days'written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received.The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down,delay and start-up,plus interest as provided for in the Contract Documents. §9.8 SUBSTANTIAL COMPLETION §9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in,accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. §9.8.2 When the Contractor considers that the Work,or a portion thereof which the Owner agrees to accept separately,is substantially complete,the Contractor shall prepare and submit to the Architect a comprehensive list of items to be-cornpleted or corrected prior to fmal payment.Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. §9.8.3 Upon receipt of.the Contractor's list,the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete.If the Architect's inspection discloses any item,whether or not -- included on the Contractor's list,which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use,the Contractor shall, before issuance of the Certificate of Substantial Completion,complete or correct such item upon notification by the Architect In such case,the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. §9.8.4 When the Work or designated portion thereof is substantially complete,the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion,shall establish responsibilities of the Owner and Contractor for security,maintenance,heat,utilities,damage to the Work and insurance,and shall fix the Init. AIA Document A2011®—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 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 27 maximum extent possible under the law.This document was produced byAlA software at 19:37:36 on 08/05/2013 under Order No.8898942129 1 which expires on 08/04/2014,and is not for resale. er — User Notes: (1869236535) time within which the Contractor shall finish all items on the list accompanying the Certificate.Warranties required by the Contract Documents shall commence on the date of acceptance by the City of Oshkosh City Manager. 7:;"':d. . 7S-7,1 i §9 8 5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written __ ='acceptance of responsibilities assigned to them in such Certificate.Upon such acceptance and consent of surety,if any, r,,.,,,,,, ,,. ., ,,_the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work-that is incomplete or not in accordance with the requirements of the Contract Documents. §99 PARTIAL OCCUPANCY OR USE §9.9.1 The Owner may"occupy or use any completed or partially completed portion of the Work at any stage when - such portion is'designated by separate agreement with the Contractor,provided such occupancy or use is consented to by the insurer,as required under Section 11.3.1.5 and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete,provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage,daily,security,maintenance,if antenance,heat,utilities,damage to the Work and insurance,and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents.When the Contractor considers a portion substantially complete,the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2.Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld.The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or,if no agreement is reached,by decision of the Architect. :, )4 r §9.9.2 Immediately prior to such partial occupancy or use,the Owner,Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. §9.9.3 Unless otherwise agreed upon,partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. §9.10 FINAL COMPLETION AND FINAL PAYMENT §9.10.1 Upon receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment,the Architect will promptly make such inspection and,when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed,the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge,information and belief,and on the basis of the Architect's on-site visits and inspections,the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and rioted in the final Certificate is due and payable.The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. I §9.10.1.1 In addition'to the Architects final certificate for payment,the work must be accepted by the Owner. §9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect(1)an affidavit that payrolls,bills for materials and equipment,and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered(less amounts withheld by Owner)havebeen paid`or otherwise satisfied,(2)a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days'prior written notice has been given to the Owner.(3)a written statement that the Contractor knows of no substantialreason that the insurance will not be renewable to cover the period required by the Contract Documents,(4)consent of surety, if any,to final payment and(5),if required by the Owner,other data establishing - -payment or_satisfaction of obligations,such as receipts,releases and waivers of liens,claims,security interests or encumbrances arising out of the Contract,to the extent and in such form as may be designated by the Owner.If a Subcontractor refuses to furnish a release or waiver required by the Owner,the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien.If such lien remains unsatisfied after payments are made,the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien,including all costs and reasonable attorneys' fees. §9.10.3 If,after Substantial Completion of the Work,final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion,and the Architect so confirms,the Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA,Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized 28 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 f maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) Owner shall,upon application by the Contractor and certification by the Architect,and without terminating the T Contract,make payment of the balance due for that portion of the Work fully completed and accepted.If the remaining `k balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents,and if bonds have been furnished,the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such ___ _,, payment.Such payment shall be made under terms and conditions governing final payment,except that it shall not constitute a waiver of claims. §9:10.4 The making of final payment shall constitute a waiver of Claims under the contract by the Owner except those ._, arising from€ . .1 ti- liens,Claims,security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 - terms of warranties required by the Contract Documents. §9.10.5 Acceptance of final payment by the Contractor,a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY §10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating,maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. §10.2 SAFETY OF PERSONS AND PROPERTY §10.2.1 The Contractor shall take reasonable precautions for safety of,and shall provide reasonable protection to prevent damage,injury or loss to -.1 ,: employees on the Work and other persons who may be affected thereby; .2; the Work and materials and equipment to be incorporated therein,whether in storage on or off the site, . under care,custody or control of the Contractor or the Contractor's Subcontractors or - _,- Sub-subcontractors;ub-subcontractors;and .3 other property at the site or adjacent thereto,such as trees,shrubs,lawns,walks,pavements,roadways, structures and utilities not designated for removal,relocation or replacement in the course of construction. § 10.2.2 The Contractor shall comply with and give notices required by applicable laws,statutes,ordinances,codes, rules and regulations,and lawful orders of public authorities bearing on safety of persons or property or their protection from damage,injury or loss. § 10.2.3 The Contractor shall erect and maintain,as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection,including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are - necessary for execution of the Work,the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. §10.2.4.1 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary,the Contractor shall give the Owner reasonable advance notice. § 10.2.5 The Contractor shall promptly remedy damage and loss(other than damage or loss insured under property insurance required by the Contract Documents)to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in - whole or in part by the Contractor,a Subcontractor,a Sub-subcontractor,or anyone directly or indirectly employed by any ofthem,or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them,or by anyone for whose acts either of them may be liable,and not attributable to the fault or negligence of the Contractor.The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. Init. AIA Document A201 TM..2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 2 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 9 / maximum extent possible under the law.This document was produced byAlA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) §10 2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall he the prevention of accidents.This person shall be the Contractor's superintendent unless otherwise designated ;by the Contractor in writing to the Owner and Architect. §10 2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. §10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY ` If either party suffers injury or damage to person or property because of an act or omission of the other party,or of others for whose acts such party is legally responsible,written notice of such injury or damage,whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery.The notice shall provide sufficient detail to enable the other party to investigate the matter. §10.3 HAZARDOUS MATERIALS §10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials.If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance,including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor,the Contractor shall,upon recognizing the condition,immediately stop Work in the affected area and report the condition to the Owner and Architect in writing. §10.3.2 Upon receipt of the Contractor's written notice,the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and,in the event such material or substance is found to be present,to cause it to be rendered harmless.Unless otherwise required by the Contract Documents,the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the,task of removal or safe containment of such material or substance.The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner.If either the Contractor or Architect has an objection to a person or entity proposed by the Owner,the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless,Work in the affected area shall resume upon written agreement of the Owner and Contractor.By Change Order,the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut-down,delay and start-up: _, §10.3.3 Omitted §10.3.4 The Owner shall not be responsible for materials and substances brought to the site by the Contractor.. §10.3.5 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs(1)for remediation of a material or substance the Contractor brings to the site and negligently handles, or(2)where the Contractor fails to perform its obligations under Section 10.3.1,except to the extent that the cost and expense are due to the Owner's fault -or negligence .,. §10.3.6 Omitted ya § 10.4 EMERGENCIES - - — —In an emergency affecting safety of persons or property,the Contractor shall act,at the Contractor's discretion,to prevent threatened damage,injury or loss.Additional compensation or extension of time claimed by the Contractor on account'of✓an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE11 -INSURANCE AND BONDS §11.1 CONTRACTOR'S LIABILITY INSURANCE §11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will project the Contractor from claims set forth below which may arise out of or result from the Contractor's operations and completed operations under the Init. AIA Document A2011e—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 30 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) contract and for which the Contractor may be legally liable,whether such operations be by the Contractor or by a Subcontractor,or by a Sub-Sub Contractor or by anyone directly or indirectly employed by any of them,or by anyone for whose acts any of them may be liable. c.l Claims under workers'compensation,disability benefit and other similar employee benefit acts that are ... _. . . applicable to the Work to be performed; ;...2 Claims for damages because of bodily injury,occupational sickness or disease,or death of the Contractor's employees; , .3 Claims for damages because of bodily injury,sickness or disease,or death of any person other than the - Contractor's 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 injury,death of a person or property damage arising out of ownership,maintenance or use of a motor vehicle; .7= :' Claims for bodily injury or property damage arising out of completed operations;and 8 Claims involving contractual liability insurance applicable to the Contractor's obligations under Section 3.18 § 11.1.2 The Contractor shall abide by the document"City of Oshkosh Contractor's Insurance without Property Insurance Requirements". §11.1.3 Certificates ofinsurance acceptable to the Owner shall be filed with the Owner prior to commencement of the • Work and thereafter upon renewal or replacement of each required policy of insurance.These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days'prior written notice has been given to the Owner.An additional certificate evidencing continuation of liability coverage,including coverage for completed operations,shall be submitted with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.2.Information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate,or both,shall be furnished by the Contractor with reasonable promptness. §11.1.4 Certificates of Insurance for the above coverages and the Owner's Protective Policy shall be submitted to the Architect for transmittal to the Owner prior to the start of construction. If the"additional insureds"have other insurance which is applicable to the loss,it shall be on a excess or contingent basis. The amount of the company's liability under this policy shall not be reduced by the existence or such other insurance.Contractors'certificates shall be in duplicate on standard ACORD forms. § 11 1.5 The obligations of the contractor under the provisions of this Article shall not extend to the liability of the Architect,his agents,or employees arising out of(1)the preparation or approval of maps,drawings,opinions,reports, surveys,change orders,designs,or specifications,or(2)the giving of or the failure to give directions or instructions by the Architect,his agents or employees to the extent that such giving or failure to give is the cause of the injury or damage. § 11.2 OWNER'S LIABILITY INSURANCE The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. §11.3 PROPERTY INSURANCE § 11.3.1 Contractor shall be compensated to provide property insurance as required in the Document'City of Oshkosh Contractor's Insurance with Property lnsuranceRequirements'. (Paragraphs deleted) - - § 11.3.2 BOILER AND MACHINERY INSURANCE Contractor shall be compensated to provide Boiler& Machinery Insurance_ as required in the document"City of Oshkosh Insurance with Property Insurance Requirements". (Paragraphs deleted) §11.4 PERFORMANCE BOND AND PAYMENT BOND AIA Document A201 n—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 31 reproduction or distribution of this AIA'Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the / maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) • (Paragraphs deleted) §11,44 The Contractor shall furnish performance and payments bonds covering faithful performance of the Contract • and payment of the obligations arising thereunder.Bonds must be obtained through companies licensed to do business in the State of Wisconsin and the cost thereof shall be included in the Contract Sum.The amount of each bond shall be equal to 100 percent of the Contract Sum. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK :.. §12:1 UNCOVERING OF WORK ,: §12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents,it must,if requested in writing by the Architect,be uncovered for the Architect's examination;and be replaced at the Contractor's expense without change in the Contract Time. §12.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered,the Architect may request to see such Work and it shall be uncovered by the Contractor.If such Work is in accordance with the Contract Documents,costs of uncovering and replacement shall,by appropriate Change Order,be"at the-Owner's expense.If such Work is not in accordance with the Contract Documents,such costs and the cost of correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. §12.2 CORRECTION OF WORK §12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents,whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed.Costs of correcting such rejected Work,including additional testing and inspections,the cost of uncovering and replacement,and compensation for the Architect's services and expenses made necessary thereby, shall be the Contractor's expense. §12.2.2 AFTER SUBSTANTIAL COMPLETION § 12.2.2.1 In'addition to the-Contractor's obligations under Section 3.5,if,within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents,any of the Work is found to be not in accordance with the requirements of the Contract Documents,the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition.The Owner shall give such notice promptly after discovery of the condition.If an issue is known duritig the one-year period for correction of Work and if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction,the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty.If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect,the Owner may correct it in accordance with Section 2.4. §12.2.2.2 The one-}ear period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual _ completion of that portion of the Work. §12.2.2.3 Omitted § 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. - §12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction,whether completed or partially completed,of the Owner or separate contractors caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents.Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work,and has no relationship to the time within which the obligation to comply with the Contract Documents may be Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 32 reproduction or distribution of this AIM' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) 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 2 6 Warranty requirements shall be extended to all corrected work. §123 ACCEPTANCE OF NONCONFORMING WORK If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents,the Owner may do so instead of requiring its removal and correction,in which case the Contract Sum will be reduced as - appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS §13.1 GOVERNING LAW - The Contract shall be governed by the law of the State of Wisconsin. §13.2 SUCCESSORS AND ASSIGNS §13.2.1 The Owner and Contractor respectively bind themselves,their partners,successors,assigns and legal representatives to covenants,agreements and obligations contained in the Contract Documents.Except as provided in Section 13.2.2,neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent,that party shall nevertheless remain legally responsible for all obligations under the Contract. §13.2.2 The Owner may,without consent of the Contractor,assign the Contract to a lender providing construction financing for the Project,if the lender assumes the Owner's rights and obligations under the Contract Documents.The Contractor shall execute all consents reasonably required to facilitate such assignment. §13.3 WRITTEN NOTICE Written notice shall be deemed to have been duly served if delivered in person to the City of Oshkosh Director of Public Works or to the CFO of Miron Construction;or if delivered at,or sent by registered or certified mail or by courier service providing proof of delivery to,the last business address known to the party giving notice. mss} §13.4 RIGHTS.AND REMEDIES §13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties,obligations,rights and remedies otherwise imposed or available by law. § 13.4.2 No action or failure to act by the Owner,Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract,nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may specifically agreed in writing. §13.5 TESTS AND INSPECTIONS §13.5.1 Tests,inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws,statutes,ordinances,codes,rules and regulations or lawful orders of public authorities.Unless otherwise provided,the Contractor shall make arrangements for such tests,inspections and approvals wits an independent testing laboratory or entity acceptable to the Owner,or with the appropriate public • authority,and shall bear all related costs of tests,inspections and approvals.The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures.The Owner'shall bear costs of(1)tests,inspections or approvals that do not become requirements until after bids are received or negotiations concluded,and(2)tests,inspections or approvals where building codes or - - - ---applicable-laws-or regulations prohibit the Owner from delegating their cost to the Contractor. :-J ' §13.5;2 Athe Architect,Owner or public authorities having jurisdiction determine that portions of the Work require - additional testing,inspection or approval not included under Section 13.5.1,the Architect will upon written authorization from the Owner,instruct the Contractor to make arrangements for such additional testing,inspection or approval by an entity acceptable to the Owner,and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures.Such costs,except as provided in Section 13.5.3,shall be at the Owner's expense. AIA Document A201"'—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 33 reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) §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 required by the Contract Documents,be secured by the Contractor and promptly delivered to the Architect. - --§13.5.5 If the Architect is to observe tests,inspections or approvals required by the Contract Documents,the Architect will do so promptly and,where practicable,at the normal place of testing. §13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.6 INTEREST Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or,in the absence thereof,at the legal rate prevailing from time to time at the place where the Project is located. §13.7 TIME LIMITS ON CLAIMS The Owner and Contractor shall commence all claims and causes of action,whether in contract,tort,breach of warranty or otherwise,against the other arising out of or related to the Contract in accordance with the requirements of the final dispute resolution method selected in the Agreement within the time period specified by applicable law,but in any case not more than 10 years after the date of Substantial Completion of the Work.The Owner and Contractor waive all claims and causes of action not commenced in accordance with this Section 13.7. §13.8 EQUAL OPPORTUNITY § 13.8.1 The Contractor shall maintain policies of employment as follows: .1 The Contractor,all Subcontractors,and Sub-Subcontractors shall not discriminate against any employee or applicant for employment because of race,religion, color,sex,national origin or age. The Contractor shall take affirmative action to insure that applicants are employed,and that employees are treated during employment without regard to their race,religion,color,sex,national origin or age. Such action shall - include,but not be limited to,the following:employment,upgrading,demotion or transfer;recruitment or recruitment advertising;layoff or termination;rates or pay or other forms of compensation;and selection for - training,including apprenticeship. The Contractor agrees to post in conspicuous places,available to employees and applicants for employment,notices setting forth the policies of non-discrimination. .2 The Contractor,all Subcontractors,and Sub-Subcontractors shall,in all solicitations or advertisements for employees placed by them or on their behalf;state that all qualified applicants will receive consideration for employment without regard to race,religion,color,sex,national origin or age. ARTICLE 14 TERMINATION'OR SUSPENSION OF THE CONTRACT § 14.1 TERMINATION BYTHE CONTRACTOR §14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor,for any of the following reasons: - 1;- Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; `2-_ An act of government,such as a declaration of national emergency that requires all Work to be stopped; 3- Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1,or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents;or .4 The Owner has failed to furnish to the Contractor promptly,upon the Contractor's request,reasonable evidence as required by Section 2.2.1. Init. AIA Document A201",—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 34 reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) • §14.1.2 The Contractor may terminate the Contract if,through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor,repeated suspensions,delays or interruptions of the entire Work by the Owner as described in 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. §1413 If one of the reasons described in Section 14.1.1 or 14.1.2 exists,the Contractor may upon seven days' w_ ._ "written notice to the Owner and Architect,terminate the Contract and recover from the Owner payment for Work executed,including reasonable overhead and profit ti §14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with —the'Contractoi=liecause the`Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work,the Contractor may,upon seven additional days written notice to the Owner and the Architect,terminate the Contract and recover from the Owner as provided in Section 14.1.3. §14.2 TERMINATION BY THE OWNER FOR CAUSE §14.2.1 The Owner may terminate the Contract if the Contractor .1 I, repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 repeatedly disregards applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of a public authority;or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the above reasons exist,the Owner may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety,if any,seven days'written notice,terminate employment of the Contractor and may,subject to any prior rights of the surety: .1. Exclude the Contractor from the site and take possession of all materials,equipment,tools,and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4;and .3 Finish the Work by whatever reasonable method the Owner may deem expedient.Upon written request of the Contractor,the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. §14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1,the Contractor shall not be entitled to receive further payment until the Work is finished. §14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work,including compensation for the Architect's services and expenses made necessary thereby,and other damages incurred by the Owner and not expressly waived,such excess shall be paid to the Contractor.If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner.The amount to be paid to the Contractor or Owner,as the case may be,shall be-certified by the Initial Decision Maker,upon application,and this obligation for payment shall survive termination of the Contract. §14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE §14.3.1 The Owner may,without cause,order the Contractor in writing to suspend,delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. t r =i §14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension,.delay or interruption as described in Section 14.3.1.Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is,was or would have been so suspended,delayed or interrupted by another cause for which the Contractor is responsible;or .2 that an equitable adjustment is made or denied under another provision of the Contract. AIA Document A2017®—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American hit. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 35 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) §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 :,rat:t-,. .1 cease operations as directed by the Owner in the notice; -' .2 take actions necessary,or that the Owner may direct,for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and s ?purchase orders. §14.4.3 In cas of such termination for the Owner's convenience,the Contractor shall be entitled to receive payment I for Work executed,along with reasonable overhead and profit. ' "ARTICLE 15 CLAIMS AND DISPUTES §15.1 CLAIMS 1 §15.1.1 DEFINITION ' A Claim is a demand or assertion by one of the parties seeking,as a matter of right,payment of money,or other relief with respect to the terms of the Contract.The term "Claim"also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract.The responsibility to substantiate Claims shall rest with the party making the Claim. §15.1.2 NOTICE OF CLAIMS Claims by either the.Owner or Contractor must be initiated by written notice to the other party and to the Initial Decision Maker with a copy sent to the Architect,if the Architect is not serving as the Initial Decision Maker.Claims by either party must be initiated within 10 calendar days after occurrence of the event giving rise to such Claim or within 10 calendar days after the claimant first recognizes the condition giving rise to the Claim,whichever is later. §15.1.3 CONTINUING CONTRACT PERFORMANCE Pending final resolution of a Claim,except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents.The Architect will prepare Change Orders and issue Certificates for Payment in accordance with the decisions of the Initial Decision Maker. §15.1.4 CLAIMS FOR ADDITIONAL COST If the Contractor-wishes to make a Claim for an increase in the Contract Sum,written notice as provided herein shall be given before proceeding to execute the Work.Prior notice is not required for Claims relating to an emergency endangering life or property arising-under Section 10.4. §15.1.5 CLAIMS FOR ADDITIONAL TIME §15.1.5.1 If the Contractor wishes to make a Claim for an increase in the Contract Time,written notice as provided herein shall be given.The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work.In the case of a continuing delay, only one Claim is necessary. §15.1.5.2 If adverse weather conditions are the basis for a Claim for additional time,such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time,could not have been reasonably anticipated and had an adverse effect on the scheduled construction. Normal weather shall be determined based on records for-the nearest station of the United States Environmental Data Service. Claims for additional time based on adverse weather will only be allowed in the event that they have a material effect on the exterior construction portions of the project __§.15,1,5,3;The time for completion stated in Paragraph 5 of the Proposal shall be consecutive calendar days with no allowance assumed for unusual weather. The Architect will maintain a daily weather record to verify any claims for an extension of time of an increase in the Contract sum because of bad weather. The Contractor will be expected to have included in his proposal a sum to cover working continuously in the normal temperature conditions found at the building site. Contractor is not expected to work in the rain or snow. Init. AIA Document A201 TN—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 36 reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the / maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) §1516 CLAIMS FOR CONSEQUENTIAL DAMAGES The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract.This mutual waiver includes .1 damages incurred by the Owner for rental expenses,for losses of use,income,profit,financing, business and reputation,and for loss of management or employee productivity or of the services of such persons;and _. .2 damages incurred by the Contractor for principal office expenses including the compensation of } personnel stationed there,for losses of financing,business and reputation,and for loss of profit.. This mutual waiver is applicable,without limitation,to all consequential damages due to either party's termination in accordance with'.Article 14.Nothing contained in this Section 15.1.6 shall be deemed to preclude an award of —-'' --liquidated damages,wlien applicable,in accordance with the requirements of the Contract Documents. § 15.2 INITIAL DECISION ' §15.2.1 Claims,excluding those arising under Sections 10.3, 10.4, 11.3.9,and 11.3.10,shall be referred to the Initial Decision Maker for initial decision.The Architect will serve as the Initial Decision Maker,unless otherwise indicated in the Agreement.Except for those Claims excluded by this Section 15.2.1,an initial decision shall be required as a condition precedent to binding dispute resolution of any Claim arising prior to the date final payment is due,unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered.Unless the Initial Decision Maker and all affected parties agree,the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. §15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions:(1)request additional supporting data from the claimant or a response with supporting data from the other party,(2)reject the Claim in whole or in part,(3)forward the claim to Owner with a recommendation that the claim be approved,(4)suggest a compromise,or(5)advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that,in the Initial Decision Maker's sole discretion,it would be inappropriate for the Initial Decision Maker to resolve the Claim.§15.2.3 In evaluating Claims,the Initial Decision Maker may,but shall not be obligated to,consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision.The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense.The Owner may consider but is not required to authorize the retention of additional persons with expertise if requested under this paragraph.§15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data,such party shall respond,within ten days after receipt of such request,and shall either(1)provide a response on the requested supporting data,(2)advise the Initial Decision Maker when the response or supporting data will be furnished or(3) advise the Initial Decision Maker that no supporting data will be furnished.Upon receipt of the response or supporting data,if any,the Architect will either reject the claim or forward the Claim to the owner with recommendation that the claim be approved in whole or in part. (Paragraph deleted) §15.2.5 The Architect will evaluate claims by written decision and notify parties of any recommended changes to - - - Contract Sum.-or`Con_tract Time or both.This initial decision shall(1)be in writing;(2)state the reasons therefor;and (3)notify parties and the Architect,if the Architect is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both.The initial decision shall be final and binding on the parties but subject to binding dispute resolution,if the parties fail to resolve their dispute. I- -§15.2.6 Either party may file for binding dispute resolution of an initial decision. I §.15.2.6.1 Omitted §15 2 7 In the event of a Claim against the Contractor,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 Owner may, but is not obligated to,notify the surety and request the surety's assistance in resolving the controversy. AIA Document A201 T"-2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIM'Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 37 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 l maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) • §15.2.8 If a Claim relates to or is the subject of a mechanic's lien,the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. §15 3'All parts omitted. I—,---_,-(Paragraphs deleted) §15.4 All parts omitted. (Paragraphs deleted) Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 38 reproduction or distribution of this AIM Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the / maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129 1 which expires on 08/04/2014,and is not for resale. User Notes: - (1869236535) Additions and Deletions Report for AIA®Document A201 TM— 2007 This Additions and Deletions Report,as defined on page 1 of the associated document,reproduces below all text the author has per :; added to the standard form AIA document in order to complete it,as well as any text the author may have added to or deleted from the original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text. Note This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by "-AlAsoftware at 19:37:36 on 08/05/2013. PAGE 1 CITY OF OSHKOSH. 639 WITZEL AVE OHKOSH WI 54903 CITY OF OSHKOSH 215 CHURCH AVENUE OSHKOSH,WI 54903-1130 (Name, legal status and address) KUENY ARCHITECTS,LLC 10505 CORPORATE DRIVE,SUITE 100 PLEASANT PRAIRIE,WISCONSIN 53158 PAGE 9 The Initial Decision Maker is the person`identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2 and certify termination of the Agreement under Section 11.2.2.shall be the Architect. PAGE 10 _, 1.2.3.1 In clarifying ambiguities or settling disputes,the following order of precedence of the Contract Documents shall be used: b 3`' a. Modifications to the above Agreement. - - b. The Agreement between Owner and Contractor. cr., Addenda d. Supplementary General Conditions. e. General Conditions. f. Drawings: 1 -A Written Dimensions. 2.; Scaled Dimensions. 3.: Detailed Drawings. 4. General Drawings In the case of an inconsistency between Drawings and Specification or within either Document not clarified by _ Addendum the better quality or greater quantity of Work shall be provided in accord with the Architect's interpretation $ 1.2.3.2 In general,the Drawings are intended to nominate and establish the location,quantity and relationship of work,and the Specifications are intended to define the type and quality of materials and workmanship requirements of Additions and Deletions Report for AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and 1 International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) the work shown. In cases of conflict between the Drawings and Specifications or with either,the Contractor shall , submit prompt request for direction before proceeding.The requirements for the greatest quantity or the highest quality shall govern unless otherwise directed. . §'1.2.3.3 When a requirement is made by the Contract Documents that is not possible to meet, such as the r. ._requirements for an unavailable material,the Contractor shall submit prompt notice to the Architect for direction under Article 4.2.1. $-1.2.4 Before bidding;=ordering any material or doing any work,each contractor shall verifyall measurements and conditions, ekisting and new, at the iobsite and be responsible for the correctness of the same.No extra charge or compensation will be allowed on account of difference between actual dimensions and conditions and the ones indicated on the Drawings. §1.5 - _ • - • , . . _ OWNERSHI P AND USE OF DRAWINGS,SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE PAGE11 §2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request,information necessary and relevant for the Contractor to evaluate,give notice of or enforcc mechanic's lien rights. Such usually referred to as the site,and the Owner's interest therein.Omitted $2.2.2 Omitted evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. Contractor identifies in writing a r&isonablc concern regarding the Owner's ability to make payment when due.The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change.After the Owner furnishes the evidence,the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. : .. . .. . :. :. : assesmcnts and charges-required for construction,use or occupancy of permanent structures or for permanent changes in existing facilities. 4 2.2.1 Omitted • - §2.2.5 Unless otherwise provided in the Contraet Documents,the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2.Each prime Contractor will be provided,free of charge,the following numbers of sets of the Contract.Documents: 1. One copy for the Contractor's office. 2. One copy for the on-site office. 3. The copies required to obtain permits. Additions and Deletions Report for AIA Document A201 Te—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA,Document is protected by U.S.Copyright Law and 2 International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) 4. One copy for each subcontractor or material supplier listed in the Proposal.Additional copies may be purchased for the plan deposit fee listed in the Invitation for Bids. P — 717-&-2.5 RECORDS ":The Contractor shall keep full and accurate records of all costs incurred and items billed in connection with the performance of the Work,including records of the subcontractors,which records shall be open to audit by the `'authorized representative.of the Owner or the Owner during the performance of the Work and for three years after Final Payment`,. '1 I ., >t . :ti rah,-4 a# a c- &3.1.1.1 The Contractor'is responsible for determining that all of the Contractor's subcontractors are duly licensed in accordance`with'`the'federal, state and local licensing laws. PAGE 13 } + i T£ + A !' §3.3.1 The Contractor shall supervise and direct the Work,using the Contractor's best skill and attention.The Contractor shall be solely responsible for,and have control over,construction means,methods,techniques,sequences and procedures and for coordinating all portions of the Work under the Contract,unless the Contract Documents give other specific instructions concerning these matters.If the Contract Documents give specific instructions concerning construction means,methods,techniques,sequences or procedures,the Contractor shall evaluate the jobsite safety thereof and,- as stated below,shall be fully and solely responsible for the jobsite safety of such means,methods, techniques,sequences or procedures.When the Contract Documents give specific instructions concerning construction`methods and means,the Contractor will review such instructions(including those recommended by Manufacturers)and advise the Architect if the specified procedures deviate from good construction practice;will affect any warranties,including the Contractor's general warranty or of any objections the Contractor may have to the procedure and to propose any alternative procedure which the Contractor will warrant.If the Contractor determines that such means,methods,`techniques,sequences or procedures may not be safe,the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect.If the Contractor is then instructed to proceed with the required means,methods, techniques sequences or procedures without acceptance of changes proposed by the Contractor,the Owner shall be solely responsible,for any loss or damage arising solely from those Owner-required means,methods,techniques, •,sequences or;procedures. § 3.4.2Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 3.12.8 or 7.1,the Contractor may nake substitutions only with the consent of the Owner,after evaluation by the Architect and m accordance with a Change Order or Construction Change Directive. §3.4.1.1 Contractor shall pay the prevailing wage rates for this work,and provide certification of this to the Owner.&3.4.2 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 3.12.8 or 7.4,the Contractor may make substitutions only with the consent of the Owner,after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. &3.4.2.1After the Contract has been executed,the Owner and the Architect will consider a formal request for the substitution of products in place of those specified,only under the conditions set forth in the General Requirements of the Specifications(Division 1). &3.4.2.2 By making requests for substitutions based on Clause 3.4.2.1 above the Contractor: .1 Represents that he/she has personally investigated the proposed substitute product and determined that it is equal or superior in all respects to that specified. .2 Represents that he/she will provide the same warranty for the substitution that would be provided for that Additions and Deletions Report for AIA Document A201"'—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and 3 International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) • specified. .3 Certifies that the cost data presented is complete and includes all related costs under this Contract but excludes costs under separate contracts,and excludes the Architect's redesign costs,and waives all claims for additional costs related to the substitution which subsequently become apparent;and coordinate the installation of the accepted substitute,making such changes as may be required for the work to be complete in all respects. PAGE 14 . l :2 $3,6.1 The Contractors will include sales tax on all products purchased for this project. §`3.7.1 Unless otherwise provided in the Contract Documents,the Contractor shall secure and pay for the building °at"tlie fink'bids are FeceiS'ed'or negotiations concludcd.The Contractor shall secure and the Owner will pay for the building,mechanical,electrical and plumbing review permits,the environmental impact fees due to water and sewer connections.and the zoning regulation fees and permits as required by the jurisdiction listed elsewhere in the ,specification.The Contractor shall secure and the Owner will pay for all other permits and governmental fees,licenses and inspections necessary for proper execution of and completion of their Contract which are legally required when bids are received or negotiations`concluded.4 3.7.2 The Contractor shall comply with and give notices required by .applicable laws;statutes;.ordinances,codes,rules and regulations,and lawful orders of public authorities applicable to performance'of the-Work. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws,statutes,ordinances,codes, §3.7.3 If the Contractor performs Work lnewifrg--it-that the Contractor knows or reasonably should know to be contrary to applicable laws;statutes, ordinances, codes,rules and regulations,or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. 1 } §3.7.4 Concealed or Unknown Conditions.If the Contractor encounters conditions at the site that are(1)subsurface or otherwise concealed physical condition's that differ materially from those indicated in the Contract Documents or .(2)'Unknown physical conditions of an unusual nature,that differ materially from those ordinarily found to exist and -generally recognized as inherent in'construction activities of the character provided for in the Contract Documents,the Con'tracto shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 2-1=5 calendar days'2fter first observance of the conditions.The Architect will promptly investigate such conditions and,if the Architect determines that they differ materially and cause an increase or decrease in the "Contractor's cost of,or time required for,performance of any part of the Work,will recommend an equitable adjustment in the Contract Sum or Contract Time,or both.If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified,the`Ar•chitect Shall promptly notify the Owner and Contractor in writing,stating the reasons.If either party disputes the Architect's determination or recommendation,that party may proceed as provided in Article 15. PAGE 15 ' .3`fY <Wh'eriever costs are more than or less than allowances,the Contract Sum shall be adjusted accordingly . by Change Order.The amount of the Change Order shall reflect(1)the difference between actual costs and the allowances under Section 3.8.2.1 and(2)changes in Contractor's costs under Section 3 8.2.2.3.8.2.2 except when installation is specified as part of the allowance in the General � Atc z Requirements(Division 1 of the Specifications). §3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work.The superintendent shall represent the Contractor,and Additions and Deletions Report for AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and 4 International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) communications given to the superintendent shall be as binding as if given to the Contractor.This superintendent will also be responsible for resolving all Punch List items after inspection by the Owner and Architect. 4 PAGE F17f ..,7 ,.,I §.318,1_To the fullest extent permitted by law the Contractor shall indemnify and hold harmless the Owner,Architect, Architect's consultants,and agents and employees of any of them from and against claims,damages,losses and expenses,including but not limited to attorneys'fees,arising out of or resulting from performance of the Work, -provided that such claim,damage,loss or expense is attributable to bodily injury,sickness,disease or death,or to injury to or destruction of tangible property(other than the Work itself),but only to the extent caused by the negligent :acts or omissions of the Contractor,a Subcontractor,a Sub-subcontractor,anyone directly or indirectly employed by i , them or anyone"for whose acts they may be liable,regardless of whether or not such claim,damage,loss or expense is 'caused in part�:by a party indemnified hereunder. Such obligation shall not be construed to negate,abridge,or reduce I other rights or obligations;of indemnity that would otherwise exist as to a party or person described in this Section 3.18 ', 4 1 , ;: ,'. d PAGE 18, - i §4.1.3 If the employment of the Architect is terminated,the Owner shall employ a successor architcct as to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architcct.Omitted, 1 k, .. r - { i I - Except as otherwise,provided in the Contract Documents or when direct communications have been specially i authorized, the Owner and Contractor shall endeavor to communicate with each other through the Architect about matters arising out of or relating to the Contract.Communications by and with the Architect's consultants shall be through:the-Architect.-Communications by and with Subcontractors and material suppliers shall be through the `• Contractor.Communications by and with separate contractors shall be through the Owner.Any direct communication ,' 'between Owner and Contractor that affect the performance or administration of the Contract shall be made or � confirmedin writing,with copies to the Architect,and any such communications that represent a modification of the , .;:Contract requirements will be documented appropriately. Any communications among the Architect and Subcontractors should be confirmed in writing to the Contractor. PAGE 19a 1, i §4.2.10.If the Owner and Architect agree,the Architect will provide one or more project representatives to assist in `carrying out'thc,Architect's responsibilities at the site.The A Project Representative will be employed on a periodic , basis at the Site by the Architect. The Project Representative's duties,responsibilities and limitations of authority e€ cuch'project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents.are similar to those set forth in AIA Document B Full-Time Project Representative, a copy of which shall be furnished to the I Contractor „) : _ ,PAGE 20.0,, ,d ,.\ §5.2.1.1 Not later than\.14 days from the contract date,the Contractor shall provide a list showing the name of the Manufacturers proposed to be used for each of the products identified in the General Requirements of the Specifications(Division 1)and,where applicable,the name of the installing Subcontractor. $5.2.1.2 The Architect will promptly reply in writing to the Contractor stating whether the Owner or the Architect, after due investigation,has reasonable objection to any such proposal. If adequate data on any proposed Manufacturer or installer is not available,the Architect may state that action will be deferred until the Contractor provides further data. Failure of the Owner or Architect to reply promptly shall constitute notice of no reasonable objection. Failure to object to a Manufacturer shall not constitute a waiver of any of the requirements of the Contract Documents,and all products furnished by the listed Manufacturer must conform to such requirements. Additions and Deletions Report for AIA Document A201174—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and 5 International Treaties.Unauthorized reproduction or distribution of this AIM Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) • §5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor,the Contractor shall propose another to whom the Owner or Architect has no reasonable objection.If the prepesed-b;t . PAGE 21 1 a:cignment is effective enly after teFfeinetion of the Contract by the Owner for cause pursuant to T ,Subcontractor and Contractor in writing;and Contract, - • " - - - - , ' .. _ -. .. .- :. . . _ : _ obligations under the subcontract. §5.4. Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner,provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing;and .2 assignment is subject to the prior rights of the surety, if any,obligated under bond relating to the Contract.- When the Owner accepts the assignment of a subcontract agreement,the Owner assumes the Contractor's rights and obligations under the subcontract. PAGE 22 If a dispute arises among the Contractor,separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish,the Owner may clean up and the Architect will allocate the cost among those responsible. PAGE 23 §7.3.7 If the Contractor does nOt respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change,including,in case of an increase in the Contract Sum,an amount for overhead and profit as set forth in the • _•----- -•• -: ,.-- : ---- - •- -• • .. -- --- - - : :- - amount.Article 7.3.10.1`through 7.3.10.5 below. In such case,and also under Section 7.3.3.3,the Contractor shall keep and present,in such form as the Architect may prescribe, an itemized accounting together with appropriate ' supporting data.pUnless;otherwise provided in the Contract Documents,costs for the purposes of this Section 7.3.7 shall be limited to'the following: - issued for all or any part of a Construction Change Directivc.In Subparagraph 7.3.7 the allowance for overhead and profit combined,included in the total cost to the Owner,shall be based on the following schedule: .1 For the Contractor,for any Work performed by the Contractor's own forces, 10 percent of the cost. .2 For the Contractor,for Work performed by the Contractor's Subcontractor,5 percent of the amount due the Additions and Deletions Report for AIA Document A201'—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIM,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 6 penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) Subcontractor. .3 For each Subcontractor or Sub-subcontractor involved,for any Work performed by the Subcontractor's 7 --,T own forces,five percent of the cost. z` . 1,4t" 4 In order to facilitate checking of quotations for extras or credits,all proposals,except those so minor that )S t r 414A-their propriety can be seen by inspection,shall be accompanied by a complete itemization of costs including ;., alabor,materials and Subcontractors. Labor and materials shall be itemized in the manner prescribed above. ' •$ Where major cost items are Subcontracts,they shall be itemized also. In no case will a change involving� g over 5500.00 be approved without such itemization. .5 The Architect will have access to all records and costs from prime contractors,sub-contractors,and suppliers for the base bid work,alternatives and change orders in order to evaluate certificates of payment and change order requests. PAGE 24 §8.1.4 The term"day"as used in the Contract Documents shall mean calendar day unlecc otherwise specifically defncd.dav'**? y:t' §8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect,or of an employee of either,or of a separate contractor employed by the Owner;or by changes • ordered in the Work;or by labor disputes,fire,unusual delay in deliveries,unavoidable casualties or other causes beyond the Contractor's control;or by delay authorized by the Owner pending mediation and arbitration;or by other 1 causes that the Architect determines may justify delay,then the Contract Time shall be extended by Change Order for '. i such reasonable time as the.Architect may determine.The Contractor shall give the Owner written notice of any delay, including delay caused by the Architect, as soon as possible but in any event within seventy two(72)hours of the beginning of the delay. i §8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documcnts.Omitted PAGE 25 §9.3.1 At least tem-fifteen days before the date established for each progress payment,the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values,if required 'under Section 9.2,for completed portions of the Work. Such application shall be notarized,if required,and supported by such data substantiating the Contractor's right to payment as the Owner or Architect may require,such as copies of requisitions from Subcontractors and material suppliers,and shall reflect retainage if provided for in the Contract Documents.The form of Application for Payment shall be notarized AIA Document G 702,Application and Certification for Payment,supported by AIA Document G 703,Continuation Sheet. ■ §9.3.1.3 Until the•Work is 50 percent complete,the Owner will pay 95 percent of the amount due the Contractor on account of progress payments. At the time the Work is 95 percent complete and thereafter,if the manner of completion of the Work and its progress are and remain satisfactory to the Architect,and in the absence of other good and sufficient reasons,the Architect will(on presentation by the Contractor of Consent of Surety for each Application) authorize any'remaining partial payments to be paid in full. &9.3.1.4 The full Contract retainage may be reinstated if the manner of completion of the Work and its progress do not remain satisfactory to the Architect(or if the Surety withholds its consent)or for other good and sufficient reasons. &9.3.1.5 After the Work is substantially complete and the Architect has determined that the list of items to be completed and corrected is acceptable,the retention shall be adjusted so that the sum has a direct relation to the value of the Work included on the list. Additions and Deletions Report for AIA Document A201""—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document Is protected by U.S.Copyright Law and 7 International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) r .f; t :" rt.tit �- a4 9.33.1 The first payment application shall be accompanied by the Contractor's partial waiver of lien only,for the ..full amount of the payment. Each subsequent monthly payment application shall be accompanied by the Contractor's partial,Waiver,and by the partial waivers of Subcontractors and suppliers who were included in the immediately . .. •.:preceding payment application to the extent of the payment. Application for final payment shall be accompanied by �.. final waivers of lien from the Contractor, Subcontractors and Suppliers who have not previously furnished such final waivers. ,., l - PAGE 27 I _ §9.8.4 When the Work or'designated portion thereof is substantially complete,the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion,shall establish responsibilities of the Owner and Contractor for security,maintenance,heat,utilities,damage to the Work and insurance,and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate.Warranties required by the Contract Documents shall commence on the date of _.: . - - •- - -- - - -- •- - -- -- - - -- • - - -_ •- - -- . - -•- •• - _•.acceptance by the City of Oshkosh City Manager. ,, xr !r , PAGE 28 , 4 9.10.1.1 In addition to the Architects final certificate for payment,the work must be accepted by the Owner. , rr l f. PAGE 29 §9.10.4 The making of final payment shall constitute a waiver of Claims under the contract by the Owner except those arising from _i .3 terms ofepecial warranties required by the Contract Documents. 4 10.2.4.1 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary,the Contractor shall give the Owner reasonable advance notice. PAGE30 1'` §10.3.3 To the fullest extent permitted by law,the Owner shall indemnify and hold harmless the Contractor, ,the-paity7 seek-Hig-ififleiffiftity,Omitted - - ,;„,!,..;,,,,,i'....- ., h s f'N ' § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings Additions and Deletions Report for AIA Document A201T"—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA,Document Is protected by U.S.Copyright Law and 8 International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) negligence in the use and handling of such materials or aubstances.for materials and substances brought to the site by the Contractor.. L , 41g,.1 r} ( x __ __ __§..10.3.6,1f,without negligence on the part of the Contractor,the Contractor is held liable by a government agency for Contract Documents,the Owner shall indemnify the Contractor for all cost and expense thereby incurred.Omitted §11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do i -business in the jurisdiction in which the Project is located such insurance as will protect project the Contractor from claims set forth'below which may arise out of or result from the Contractor's operations and completed operations under the Contract contract and for which the Contractor may be legally liable,whether such operations be by the d -;Contractor or by a` entract —Subcontractor,or by a Sub-Sub Contractor or by anyone directly or indirectly . employed by'any of them,or by anyone for whose acts any of them may be liable:liable. PAGE 31 ' ' - • _ • . . -: :- •' -- :• -: - --• '- : ::" §11 1 2 The - Contract Documents or required by law,whichever coverage is greater.Coverages,whether written on an occurrence to the Contractor's completed operations coverage,until the expiration of the period for correction of Werk or for such other period for maintenance of completed operations coverage as specified in the Contract Documcnts.Contractor shall abide by the document"City of Oshkosh Contractor's Insurance without Property Insurance Requirements". §11.1.4 The Contractorchall',cause the commercial liability coverage required by the Contract Documents to include (1)the Owner,thc Architect and the Architect's consultants as additional insureds for claims caused in whole or in part insured for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's '-Certificates of Insurance for the above coverages and the Owner's Protective Policy shall be submitted to the Architect for transmittal to the Owner prior to the start of construction. If the"additional insureds" have otherinsurance which is applicable to the loss,it shall be on a excess or contingent basis. The amount of the 'company's'liability under this policy shall not be reduced by the existence or such other insurance.Contractors' certificates shall be in-duplicate on standard ACORD forms. $ 11.1.5 The obligations of the contractor under the provisions of this Article shall not extend to the liability of the Architect,his agents,or employees arising out of(1)the preparation or approval of maps,drawings,opinions,reports, surveys,change orders,'designs,or'specifications,or(2)the giving of or the failure to give directions or instructions by the Architect,his-agents or employees to the extent that such giving or failure to give is the cause of the injury or �• damage. =rq =h`rr4#iR fi .. Additions and Deletions Report for AIA Document A201 Te—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA,Document is protected by U.S.Copyright Law and 9 International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) § 11.3.1 - . • . . ! .• . . : . , .. . . •• • „ . •. • . . .• . . . .. . . . . . . , . •. . Pr-wet:Contractor shall lie compensated to provide property insurance as required in the Document'City of Oshkosh Contractor's Insurance with Property TnsuranceRequirements'. duplication of Govern e,'theft,Vandalism,malicious mischief, collapse,earthquake,flood,windstorm falsework, expenses required-as a result of such insured loss. § 11.3.1.3 If the property insurance requires deductibles,the Owner shall pay costs not covered because of such deductibles. transit. companies providing property insurance have consented to such partial occupancy or use by endorsement or § 11.3/BOILER AND MACHINERY INSURANCE The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by and the Owner-and Contractor shall be named insurcds.Contractor shall be compensated to provide Boiler& Machinery Insurance as required in the document"City of Oshkosh Insurance with Property Insurance Requirements". The Owner,at the Owner's option,may purchase and maintain such insurance as will insure the Owner against lox of against the Contractor for loss of use of the Owner's property,including consequential losses due to fire or other § 11.3.4 If the Contractor requests in writing-that insurance- r risks other than those described herein or other special the cost thereof shall be charged to the Contractor-by-apprepriate Change Order. Additions and Deletions Report for AIA Document A201TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA,Document is protected by U.S.Copyright Law and i o International Treaties.Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) § 11.3.5 If during the Project construction period the Owner insures properties,real or personal or both,at or adjacent r to the site'by property insurance under policies separate from those insuring the Project or if after final payment • - x ;§ 11.3.6 Before an exposure to loss may occur,the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Section 11.3.Each policy shall contain all generally applicable 1 conditions definitions,exclusions and endorsements related to this Project.Each policy shall contain a provision that the policy will not be canceled or allowed to expire,and that its limits will not be reduced,until at least 30 days'prior wriiten notice has been given to the Contractor. ',i a +ip ..7I +' The Owner and Contractor waive all rights against(1)each other and any of their subcontractors,sub subcontractors, -agents and employees,each of the other,and(2)the Architect,Architect's consultants,separate contractors described , in'Article 6,if any,and any of their subcontractors,sub subcontractors,agents and employees,for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.3 or other property insurance appliieable to the Work,except such rights as they have to proceeds of such insurance held by tho Owner as fiduciary.The Owner or Contractor,as appropriate,shall require of the Architect,Architect's consultants, other parties enumerated herein.The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification,contractual or otherwise,did not pay the insurance premium directly or indirectly,and § 11.3.8 A loss insured under the Owner's property insurance shall be adjusted by the Owner as fiduciary and made applicable mortgagee clause and of Section 11.3.10.The Contractor shall pay Subcontractors their just shares of validity,shall-require Subcontractors to make payments to their Sub subcontractors in similar manner. § 11.3.9 If required in writing by a party in interest,the Owner as fiduciary shall,upon occurrence of an insured loss, received'as fiduciary.The Owner shall deposit in a separate account proceeds so received,which the Owner shall loss no other special agreement is made and unless the Owner terminates the Contract for convenience,replacement of Article 7.• . . - _ - .. - . ' interest shall object rewriting within five days after occurrence of loss to the Owner's exercise of this power;if such objection is made,the dispute shall be resolved in the manner selected by the Owner and Contractor as the method of binding dispute resolution,the Owner as fiduciary shall make settlement with insurers or,in the case of a dispute over in the Contract Documents on the date of execution of the Contract. Additions and Deletions Report for AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIAa Document is protected by U.S.Copyright Law and 1 International Treaties.Unauthorized reproduction or distribution of this AIA5 Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) § 11.4.2 Upon the request of any persen-er entity a ng-to be a potential beneficiary of bonds covering payment of . -- -- - --� copy to be furnished. : : .. .. .. . ' "$11.4 The Contractor shall furnish performance and payments bonds covering faithful performance of the Contract and payment of the obligations arising thereunder.Bonds must be obtained through companies licensed to do business in the State of Wisconsin and the cost thereof shall be included in the Contract Sum.The amount of each bond shall be _ :requal to 100 percent of the Contract Sum. =n, PAGE 32 44k ' §12.2.2.1 In addition to the Contractor's obligations under Section 3.5,if,within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1,or by terms of an applicable special warranty required by the Contract Documents,any of the Work is found to be notin accordance with the requirements of the Contract Documents,the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such.condition.The Owner shall give such notice promptly after discovery of the condition. During If an issue is known'during the one-year period for correction of Wer-1,Work and if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction,the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty.If the Contractor fails to correct nonconforming'Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.4. §12.2.2.3 The one year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2.Omitted PAGE 33 4 12.2.6 Warranty requirements shall be extended to all corrected work. The Contract shall be governed by law of the : ••• • • • . . •• • .•. •. • . • . • Section -tr.State of Wisconsin. Written notice shall be deemed to have been duly served if delivered in person to the individual,to a member of the -- ' , - - _ . _ . . . __:;City of Oshkosh Director of Public Works • or to the CFO of Miron Construction;or if delivered at,or sent by registered or certified mail or by courier service \ providing proof of delivery to,the last business address known to the party giving notice. PAGE 34 .-1 $13.8 EQUAL OPPORTUNITY ti 13.8.1 The Contractor shall maintain policies of employment as follows: 1 -.The Contractor,all Subcontractors,and Sub-Subcontractors shall not discriminate against any employee or :applicant for employment because of race,religion, color,sex,national origin or age. The Contractor shall take affirmative action to insure that applicants are employed,and that employees are treated during employment without regard to their race,religion,color,sex,national origin or age. Such action shall include,but not be limited to,the following:employment,upgrading,demotion or transfer;recruitment or recruitment advertising;layoff or termination;rates or pay or other forms of compensation;and selection for Additions and Deletions Report for AIA Document A201"—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document Is protected by U.S.Copyright Law and 12 International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) training,including apprenticeship. The Contractor agrees to post in conspicuous places,available to and applicants for employment,notices setting forth the policies of non-discrimination. } 3x 2'-The Contractor,all Subcontractors,and Sub-Subcontractors shall,in all solicitations or advertisements for I " employees placed by them or on their behalf,state that all qualified applicants will receive consideration for $ 1, employment without regard to race,religion, color,sex,national origin or age.�`. 1., .,l PAGE 35 2_114\ §14.1.3 If oneof the reasons described in Section 14.1.1 or 14.1.2 exists,the Contractor may,upon seven days' written notice tolthe Owner and Architect,terminate the Contract and recover from the Owner payment for Work executed,including reasonable overhead and profit,costs incurred by reason of such termination,and damages.profit §1.4.2.2 When any of the above reasons exist,the Owner,upon certification by the Initial Decision Maker that -sufficient cause exists justify such action,Owner may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety,if any,seven days'written notice,terminate employment of the Contractor and may,subject to any prior rights of the surety: PAGE 36 • §14.4.3 In case of such termination for the Owner's convenience,the Contractor shall be entitled to receive payment for Work`executed, .-: -: •- - -• -- - - - - .-, : . . • • --. : - . - --.: . . . -- Work not cxecuted.along with reasonable overhead and profit. Claims byieither the Owner or Contractor must be initiated by written notice to the other party and to the Initial Decision Makerwtth a copy sent to the Architect,if the Architect is not serving as the Initial Decision Maker.Claims by either party must be initiated within 2-1-10 calendar days after occurrence of the event giving rise to such Claim or within 24-10 calendar days after the claimant first recognizes the condition giving rise to the Claim,whichever is later. §15.1.5.2 If adverse weather conditions are the basis for a Claim for additional time,such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time,could not have been reasonably anticipated and had an adverse effect on the scheduled construction. Normal weather shall be determined based on records for the nearest station of the United States Environmental Data Service. Claims for additional time based on adverse weather will only be allowed in the event that they have a material effect on the exterior construction portions of theproject. §\15.1.5.3 The time for completion stated in Paragraph 5 of the Proposal shall be consecutive calendar days with no allowance assumed for unusual weather. The Architect will maintain a daily weather record to verify any claims for an extension of time of an increase in the Contract sum because of bad weather. The Contractor will be expected to have included in his proposal a sum to cover working continuously in the normal temperature conditions found at the building site. Contractor is not expected to work in the rain or snow. PAGE 37 { .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there,for losses of financing,business and reputation,and for loss of profit except anticipated profit arising directly fi-om the Work.profit.. Additions and Deletions Report for AIA Document A201"'—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIM'Document is protected by U.S.Copyright Law and 13 International Treaties.Unauthorized reproduction or distribution of this AIM,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 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) §15 2.1 Claims,excluding those arising under Sections 10.3, 10.4, 11.3.9,and 11.3.10,shall be referred to the Initial - Decision Maker for initial decision.The Architect will serve as the Initial Decision Maker,unless otherwise indicated in the Agreement.Except for those Claims excluded by this Section 15.2.1,an initial decision shall be required as a condition precedent to lion binding dispute resolution of any Claim arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered.Unless the Initial Decision Maker and all affected parties agree,the Initial Decision Maker will not ::decide disputes between the Contractor and persons or entities other than the Owner. §15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more , of the following actions:(1)request additional supporting data from the claimant or a response with supporting data froth the other party,(2)reject the Claim in whole or in part,(3)approve the Claim,forward the claim to Owner with a recommendation that the"claim be approved,(4)suggest a compromise,or(5)advise the parties that the Initial DecisionMaker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that,in the Initial Decision Maker's sole discretion,it would be inappropriate for the Initial Decision Maker to resolve the Claim.§15.2.3 In evaluating Claims,the Initial Decision Maker may,but shall not be obligated to,consult with or seek information from either party or from persons with special;knowledge or expertise who may assist the Initial Decision Maker in rendering a decision.The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense.The Owner may consider but is not required to authorize the retention of additional persons with expertise if requested under this paragraph. 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data,such party shall respond,within ten days after receipt of such request,and shall either(1) provide a response on the requested supporting data,(2)advise the Initial Decision Maker when the response or supporting data will be furnished or(3)advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data,if any,the Architect will either reject the claim or forward the Claim to the owner with recommendation that the claim be approved in whole or in part. .. .. $art § 15,2.5 The a ,• _--:- •- •-- - ' ' - ::: . the Initial Decision Maker is unable to resolve the Claim.Architect will-evaluate claims by written decision and notify parties'of any recommended changes to Contract Sum or Contract Time or both.This initial decision shall(1)be in writing;(2)state the reasons therefor;and(3)notify the parties and the Architect,if the Architect is not serving as the Initial Decision.Maker,of any change in the Contract Sum or Contract Time or both.The initial decision shall be final and binding on the parties but subject to mediation and,binding dispute resolution,if the parties fail to resolve their : - - :. _ -. - - - . - ..ispute. §15.2.6 Either party may file for'---_•: • - . ' ' ' _ - - .-•-- - -_ _ __ - _ - -_ 15.2..6.1.binding dispute resolution of an initial decision. v :. -i : - _ - - -- - - - - ' •_ . Omitted PAGE 38 §15.3 M€DlAT1014All parts omitted. G. e.•, S. . - - Additions and Deletions Report forAlA Document A201TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This Alike Document is protected by U.S.Copyright Law and 14 International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which,unless the parties mutually agree Medtati,n Procedures in effect on the date of the Agreement.A request for mediation shall be made in writing, ` °r 'delivered'to the other party to the Contract,and filed with the person or entity administering tho mediation.The request 'may be made concurrently with the filing of binding dispute resolution proceedings but,in such event,mediation shall j L 60 daysYfrom the date of filing,unless stayed for a longer period by agreement of the parties or court order.If an arbitrators)and agree upon a schedule for later proceedings. § 15.3.3 The parties shall share the mediator's fee and any filing fees equally.The mediation shall be held in the place be enforceable-4 settlement agreements in any court having jurisdiction thereof. §15.4 AATIONAll parts omitted. § 15.4.1 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement,any Claim subject to,but not resolved by,mediation shall be subject to arbitration which,unless the parties mutually agree to-the other party to the Contract,and filed with the person or entity administering the arbitration.The party filing a ■ mediation,but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations.For status- : - :- :: - - • • - legal or equitable proceedings based on the Claim. § 15.4.2 The award rendered by the arbitrator or arbitrators shall be final,and judgment may be entered upon it in accordance with,applicable law in any court having jurisdiction thereof consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court having iffisdietien-thereef, '- § 15.4.4:1 Either,party,at its sole discretion,may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that(1)the arbitration agreement governing the other arbitration permits consolidation,(2)the arbitrations to be consolidated substantially involve common questions of law or fact, and(3);the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 15.4.4.2 Either party,at its solo discretion,may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration,provided that the party sought to be joined consents in writing to such joinder. 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. - § 15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this Section 15.4,whether by joinder or consolidation,the same rights of joinder and consolidation as the Owner and Contractor under this Agreement. Additions and Deletions Report for AIA Document A201TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and 15 International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) Certification of Document's Authenticity AIA®:Document D401 TM — 2003 IJohn,F.Schmidbauer,hereby certify,to the best of my knowledge,information and belief,that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 19:37:36 on 08/05/2013 under Order No. 8898942129_1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA®Document A201TM—2007,General Conditions of the Contract for Construction,as published by the AIA in its software,other than those additions and deletions shown in the associated Additions and Deletions Report. I v (Signed). . 1 (Title) (Dated) AIA Document D401 TM-2003.Copyright©1992 and 2003 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 19:37:36 on 08/05/2013 under Order No.8898942129_1 which expires on 08/04/2014,and is not for resale. User Notes: (1869236535) • ORIGINAL A Document A312TM - 2010 Payment Bond Bond No. 09123598 CONTRACTOR: SURETY: (Name, legal status and address) (Name, legal status and principal place ADVANTAGE PURCHASING,LLC of business) 1471 McMahon Drive FIDELITY AND DEPOSIT COMPANY OF Neenah,WI 54956 MARYLAND This document has important legal 1400 American Lane,Tower I, 18th Floor consequences.Consultation with OWNER: Schaumburg, IL 60196-1056 an attorney is encouraged with (Name, legal status and address) mode its completion or modification. CITY OF OSHKOSH 215 Church Avenue Any singular reference to Oshkosh,WI 54903-1130 Contractor,Surety, Owner or other party shall be considered plural where applicable. CONSTRUCTION CONTRACT AIA Document A312-2010 Date:11/20/13 combines two separate bonds,a Amount: Two Million Eight Hundred Twenty Six Thousand Fifty Four and 61/100 Dollars Performance Bond and a ($2,826,054.61) Payment Bond,into one form. This is not a single combined Description: Performance and Payment Bond. (Name and location) Materials for the Project as Described:City of Oshkosh Public Works Facility 639 Witzel Ave Oshkosh,Wisconsin 54902.The project will Consist of Construction of a 150,000 SQ. FT.(1)Story Building. BOND Date: 12/9/13 (Not earlier than Construction Contract Date) Two Million Eight Hundred Twenty Six Thousand Fifty Four and 61/100 Dollars Amount:($2,826,054.61) Modifications to this Bond: IR None ❑ See Section 18 CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: Corporate Seal) ADVANTAGE PURCHASING,LLC FIDELITY AND DEP IT'� ANYpir MARYLAND i n' r S atu g e. Signature: Name Dean . Bast en Name Kelly Cody,Attorney-in-Fact y -in-Fact and Title: Member and Title: (Any additional signatures appear on the last page of this Payment Bond.) (FOR INFORMATION ONLY—Name, address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: Aon Risk Services Central, Inc. ("Architect,Engineer or other party.) 111 North Washington Street, Suite 300 Green Bay,WI 54301 (920)437-7123 AIA Document A312'—2010.The American Institute of Architects. 5 • 4. §1 The Contractor and Surety,jointly and severally,bind themselves,their heirs,executors,administrators,successors and assigns to the Owner to pay for labor,materials and equipment furnished for use in the performance of the Construction Contract,which is incorporated herein by reference,subject to the following terms. §2 If the Contractor promptly makes payment of all sums due to Claimants,and defends,indemnifies and holds harmless the Owner from claims,demands,liens or suits by any person or entity seeking payment for labor,materials or equipment furnished for use in the performance of the Construction Contract,then the Surety and the Contractor shall have no obligation under this Bond. §3 If there is no Owner Default under the Construction Contract,the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety(at the address described in Section 13) of claims,demands,liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor,materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims,demands,liens or suits to the Contractor and the Surety. §4 When the Owner has satisfied the conditions in Section 3,the Surety shall promptly and at the Surety's expense defend,indemnify and hold harmless the Owner against a duly tendered claim,demand,lien or suit. §5 The Surety's obligations to a Claimant under this Bond shall arise after the following: §5.1 Claimants,who do not have a direct contract with the Contractor, .1 have furnished a written notice of non-payment to the Contractor,stating with substantial accuracy the amount claimed and the name of the party to whom the materials were or equipment was furnished or supplied or for whom the labor was done or performed,within ninety(90)days after having last performed labor or last furnished materials or equipment included in the Claim;and .2 have sent a Claim to the Surety(at the address described in Section 13). §5.2 Claimants;who are employed by or have a direct contract with the Contractor,have sent a Claim to the Surety(at the address described in Section 13). §6 If a notice of non-payment required by Section 5.1.1 is given by the Owner to the Contractor,that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non-payment under Section 5.1.1. §7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2,whichever is applicable,the Surety shall promptly and at the Surety's'expense take the following actions: §7.1 Send an answer to the Claimant,with a copy to the Owner,within sixty(60)days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed;and §7.2 Pay or arrange for payment of any undisputed amounts. §7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim,except as to undisputed amounts for which the Surety and Claimant have reached agreement.If,however,the Surety fails to discharge its obligations under Section 7.1 or Section 7.2,the Surety'shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. §8 The Surety's total obligation shall not exceed the amount of this Bond,plus the amount of reasonable attorney's fees provided under Section 7.3,and the amount of this Bond shall be credited for any payments made in good faith by the Surety. §9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims,if any,under any construction performance bond.By the Contractor furnishing and the Owner accepting this Bond,they agree that all funds earned by the Contractor in the perfonnance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond,subject to the Owner's priority to use the funds for the completion of the work. AIA Document A312" —2010.The American Institute of Architects. 6 §10 The Surety shall not be liable to the Owner,Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract.The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond,and shall have under this Bond no obligation to make payments to,or give notice on behalf of,Claimants or otherwise have any obligations to Claimants under this Bond. §11 The Surety hereby waives notice of any change,including changes of time,to the Construction Contract or to related subcontracts,purchase orders and other obligations. §12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the date(1)on which the Claimant sent a Claim to the Surety pursuant to Section 5.1.2 or 5.2,or(2)on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract,whichever of(1)or(2)first occurs. If the provisions of this Paragraph are void or prohibited by law,the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. §13 Notice and Claims to the Surety,the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears.Actual receipt of notice or Claims,however accomplished,shall be sufficient compliance as of the date received. §14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed,any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions confonni.ng to such statutory or other legal requirement shall be deemed incorporated hereinWhen so furnished,the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. §15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond,the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. §16 Definitions §16.1 Claim.A written statement by the Claimant including at a minimum: .1 the name of the Claimant; .2 the name of the person for whom the labor was done,or materials or equipment furnished; .3 a copy of the agreement or purchase order pursuant to which labor,materials or equipment was furnished for use in the performance of the Construction Contract; .4 a brief description of the labor,materials or equipment furnished; .5 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor,materials or equipment furnished as of the date of die Claim; .7 the total amount of previous payments received by the Claimant;and .8 the total amount due and unpaid to thc Claimant for labor,materials or equipment furnished as of the date of the Claim. §16.2 Claimant.An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor,materials or equipment for use in the performance of the Constniction Contract.The term Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located.The intent of this Bond shall be to include without limitation in the terms"labor,materials or equipment"that part of water,gas,power,light,heat,oil, gasoline,telephone service or rental equipment used in the Construction Contract,architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors,and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor,materials or equipment were furnished. §16.3 Construction Contract.The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents. MA Document A312'"—2010.The American Institute of Architects. 7 §16.4 Owner Default Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract §16.5 Contract Documents.All the documents that comprise the agreement between the Owner and Contractor. §17 If this Bond is issued for an agreement between a Contractor and subcontractor,the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. §18 Modifications to this bond are as follows: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Signature: Name and Title: , Name and Title: ,Attorney-in-Fact Address: Address: AIA Document A312'—2010.The American Institute of Architects. 8 • ZURICH AMERICAN INSURANCE COMPANY . COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:That the ZURICH AMERICAN INSURANCE COMPANY,a corporation of the State of New York,the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY,a corporation of the State of Maryland,and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Maryland (herein collectively called the "Companies"), by THOMAS 0. MCCLELLEN, Vice President, in pursuance of authority granted by Article V, Section 8, of the By-Laws of said Companies,which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof,do hereby nominate, constitute, and appoint Kelly CODY, Jeffrey R. MEISINGER, Roxanne JENSEN, Kent ARPS, Trudy A. SZALEWSKI, Christopher H.KONRICK,Cheryl L.SIEM and Brian KRAUSE,all of Green Bay,Wisconsin, EACH its true and lawful agent and Attorney-in-Fact, to make, execute, seal and deliver, for, and on its behalf as surety, and as its act and deed: any and all bonds and undertakings,and the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said Companies, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York, New York.,the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland.,in their own proper persons. The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V,Section 8,of the By-Laws of said Companies.and is now in force. IN WITNESS WHEREOF,the said Vice-President has hereunto subscribed his/her names and affixed the Corporate Seals of the said ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and FIDELITY AND DEPOSIT COMPANY OF MARYLAND,this 30th day of July,A.D.2012. ATTEST: ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND �{ _so0,p �Ot�i ..Gy INSV,�es r 8 tEA ffM ? i woe ! j Z)- r/K ir; zi:// Assistant Secretary Vice President Eric D.Barnes Thomas 0.McClellen State of Maryland City of Baltimore On this 30th day of July,A.D.2012,before the subscriber,a Notary Public of the State of Maryland,duly commissioned and qualified,THOMAS O. MCCLELLEN,Vice President,and ERIC D.BARNES,Assistant Secretary,of the Companies,to me personally known to be the individuals and officers described in and who executed the preceding instrument,and acknowledged the execution of same,and being by me duly sworn, deposeth and saith, that he/she is the said officer of the Company aforesaid,and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies,and that the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my Official Seal the day and year first above written. 0;,r1 rrrrrnrrPP Constance A.Dunn,Notary Public My Commission Expires:July 14,2015 POA-F 184-3544 EXTRACT FROM BY-LAWS OF THE COMPANIES "Article V,Section 8,Attorneys-in-Fact. The Chief Executive Officer,the President,or any Executive Vice President or Vice President may, by written instrument under the attested corporate seal, appoint attorneys-in-fact with authority to execute bonds, policies, recognizances, stipulations, undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such attorney-in-fact to affix the corporate seal thereto;and may with or without cause modify of revoke any such appointment or authority at any time." CERTIFICATE I, the undersigned, Vice President of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate;and I do further certify that Article V,Section 8,of the By-Laws of the Companies is still in force. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998. RESOLVED: "That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary and the Seal of the Company may be affixed by facsimile on any Power of Attorney...Any such Power or any certificate thereof bearing such facsimile signature and seal shall be valid and binding on the Company." This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of May, 1994, and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 10th day of May, 1990. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice-President, Secretary, or Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company,shall be valid and binding upon the Company with the same force and effect as though manually affixed. CAN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seals of the said Companies, this I/-'^ day of )( e-nn r ,20 /3. ,px.w.1yN to otro �`a't±iHS1�p+ taut,*efta ✓ 9Z• b)0� 3BilAl : Ito LJ �4j•�• ••'*� w.„..:..w � uN Geoffrey Delisio,Vice President