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HomeMy WebLinkAboutTHE POTTS COMPANY =~AIA DocumentA12f"CMc-2003 and AGC Document 565 Standard Form of Agreement Between Owner and Construction Manager where the Construction Manager is Also the Constructor AGREEMENT made as of the day of January in the year of Two Thousand Eight (In words, indicate day, month and year) BETWEEN the Owner: (Name and address) Augusta, Georgia, a political subdivision of the State of Georgia with offices at 530 Greene Street, Augusta, Georgia, 30911 and the Construction Manager: (Name and address) The Potts Company 981 East Freeway Drive Conyers, Georgia 30094 The Project is: (Name, address and brief description) Augusta Richmond County Judicial Center The project site is bounded by Walton Way to the south and James Brown Boulevard to the east and generally bounded by Walker Street to the north and Tenth Street to the west with the building generally located in proximity to the southeast corner of the site adjacent to the corner of Walton Way and James Brown Boulevard. A new courthouse with space for courtrooms, agencies & building support, as per the Program, and with provisions for surface parking on the project site. The Architect is: (Name and address) Turner Associates / Architects & Planners, Inc., with offices at 215 Peachtree Street, Suite 200, Atlanta, Georgia, 30303 The Owner and Construction Manager agree as set forth below: ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AlA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AlA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. The 1997 Edition of AlA Document A201, General Conditions of the Contract for Construction, is referred to herein. This Agreement requires modification if other general conditions are utilized. AlA Document A121™CMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 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 11 :37:04 on 01/16/2008 under Order No.1000333213_1 which expires on 12/6/2008, and is notfor resale. User Notes: (1646931859) Init. 1 TABLE OF CONTENTS ARTICLE 1 GENERAL PROVISIONS ~ 1.1 Relationship of the Parties ~ 1.2 General Conditions ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES ~ 2.1 Preconstruction Phase ~ 2.2 Guaranteed Maximum Price Proposal and Contract Time ~ 2.3 Construction Phase ~ 2.4 Professional Services ~ 2.5 Hazardous Materials ARTICLE 3 OWNER'S RESPONSIBILITIES ~ 3.1 Information and Services ~ 3.2 Owner's Designated Representative ~ 3.3 Architect ~ 3.4 Legal Requirements ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES ~ 4.1 Compensation ~ 4.2 Payments ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES ~ 5.1 Compensation ~ 5.2 Guaranteed Maximum Price ~ 5.3 Changes in the Work ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE ~ 6.1 Costs to Be Reimbursed ~ 6.2 Costs Not to Be Reimbursed ~ 6.3 Discounts, Rebates and Refunds ~ 6.4 Accounting Records ARTICLE 7 CONSTRUCTION PHASE ~ 7.1 Progress Payments ~ 7.2 final Payment ARTICLE 8 INSURANCE AND BONDS ~ 8.1 Insurance Required of the Construction Manager ~ 8.2 Insurance Required of the Owner ~ 8.3 Performance Bond and Payment Bond ARTICLE 9 MISCELLANEOUS PROVISIONS ~ 9.1 Dispute Resolution ~ 9.2 Other Provisions ARTICLE 10 TERMINATION OR SUSPENSION ~ 10.1 Termination Prior to Establishing Guaranteed Maximum Price ~ 10.2 Termination Subsequent to Establishing Guaranteed Maximum Price ~ 10.3 Suspension ARTICLE 11 OTHER CONDITIONS AND SERVICES AlA Document A121™CMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1646931859) 2 Init. ARTICLE 1 GENERAL PROVISIONS ~ 1.1 RELATIONSHIP OF PARTIES The Construction Manager accepts the relationship of trust and confidence established with the Owner by this Agreement, and covenants with the Owner to furnish the Construction Manager's reasonable skill and judgment and to cooperate with the Architect in furthering the interests of the Owner. The Construction Manager shall furnish construction administration and management services and use the Construction Manager's best efforts to perform the Project in an expeditious and economical manner consistent with the interests of the Owner. The Owner shall endeavor to promote harmony and cooperation among the Owner, Architect, Construction Manager and other persons or entities employed by the Owner for the Project. ~ 1.2 GENERAL CONDITIONS For the Construction Phase, the General Conditions of the contract shall be the AIA@ Document A20 1 TM-1997, General Conditions of the Contract for Construction, with revisions, if any, as mutually agreed to, which are incorporated herein by reference. For the Preconstruction Phase, or in the event that the Preconstruction and Construction Phases proceed concurrently, A20 I TM-1997 shall apply to the Preconstruction Phase only as specifically provided in this Agreement. The term "Contractor" as used in A20 JTM-1997 shall mean the Construction Manager. ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager shall perform the services described in this Article. The services to be provided under Sections 2.1 and 2.2 constitute the Preconstruction Phase services. If the Owner and Construction Manager agree, after consultation with the Architect, the Construction Phase may commence before the Preconstruction Phase is completed, in which case both phases will proceed concurrently. ~ 2.1 PRECONSTRUCTION PHASE ~ 2.1.1 PRELIMINARY EVALUATION The Construction Manager shall provide a preliminary evaluation of the Owner's program and Project budget requirements, each in terms of the other. ~ 2.1.2 CONSULTATION The Construction Manager with the Architect shall jointly schedule and attend regular meetings with the Owner. The Construction Manager shall consult with the Owner and Architect regarding site use and improvements and the selection of materials, building systems and equipment. The Construction Manager shall provide recommendations on construction feasibility; actions designed to minimize adverse effects of labor or material shortages; time requirements for procurement, installation and construction completion; and factors related to construction cost, including estimates of alternative designs or materials, preliminary budgets and possible economies. ~ 2.1.3 PRELIMINARY PROJECT SCHEDULE When Project requirements described in Section 3.1.1 have been sufficiently identified, the Construction Manager shall prepare, and periodically update, a preliminary Project schedule for the Architect's review and the Owner's approval. The Construction Manager shall obtain the Architect's approval of the portion of the preliminary Project schedule relating to the performance of the Architect's services. The Construction Manager shall coordinate and integrate the preliminary Project schedule with the services and activities of the Owner, Architect and Construction Manager. As design proceeds, the preliminary Project schedule shall be updated to indicate proposed activity sequences and durations, milestone dates for receipt and approval of pertinent information, submittal of a Guaranteed Maximum Price proposal, preparation and processing of shop drawings and samples, delivery of materials or equipment requiring long-lead-time procurement, Owner's occupancy requirements showing portions of the Project having occupancy priority, and proposed date of Substantial Completion. If preliminary Project schedule updates indicate that previously approved schedules may not be met, the Construction Manager shall make appropriate recommendations to the Owner and Architect. ~ 2.1.4 PHASED CONSTRUCTION The Construction Manager shall make recommendations to the Owner and Architect regarding the phased issuance of Drawings and Specifications to facilitate phased construction of the Work, if such phased construction is appropriate for the Project, taking into consideration such factors as economies, time of performance, availability of labor and materials, and provisions for temporary facilities. AlA Document A 121 TMCMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1646931859) 3 Init. ~ 2.1.5 PRELIMINARY COST ESTIMATES ~ 2.1.5.1 When the Owner has sufficiently identified the Project requirements and the Architect has prepared other basic design criteria, the Construction Manager shall prepare, for the review of the Architect and approval of the Owner, a preliminary cost estimate utilizing area, volume or similar conceptual estimating techniques. ~ 2.1.5.2 When Schematic Design Documents have been prepared by the Architect and approved by the Owner, the Construction Manager shall prepare, for the review of the Architect and approval of the Owner, a more detailed estimate with supporting data. During the preparation of the Design Development Documents, the Construction Manager shall update and refine this estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager. ~ 2.1.5.3 When Design Development Documents have been prepared by the Architect and approved by the Owner, the Construction Manager shall prepare a detailed estimate with supporting data for review by the Architect and approval by the Owner. During the preparation of the Construction Documents, the Construction Manager shall update and refine this estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager. ~ 2.1.5.4 If any estimate submitted to the Owner exceeds previously approved estimates or the Owner's budget, the Construction Manager shall make appropriate recommendations to the Owner and Architect. ~ 2.1.6 SUBCONTRACTORS AND SUPPLIERS The Construction Manager shall seek to develop subcontractor interest in the Project and shall furnish to the Owner and Architect for their information a list of possible subcontractors, including suppliers who are to furnish materials or equipment fabricated to a special design, from whom proposals will be requested for each principal portion of the Work. The Architect will promptly reply in writing to the Construction Manager if the Architect or Owner know of any objection to such subcontractor or supplier. The receipt of such list shall not require the Owner or Architect to investigate the qualifications of proposed subcontractors or suppliers, nor shall it waive the right of the Owner or Architect later to object to or reject any proposed subcontractor or supplier. ~ 2.1.7 LONG.LEAD.TIME ITEMS The Construction Manager shall recommend to the Owner and Architect a schedule for procurement of long-Iead- time items which will constitute part of the Work as required to meet the Project schedule. If such long-lead-time items are procured by the Owner, they shall be procured on terms and conditions acceptable to the Construction Manager. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal, all contracts for such items shall be assigned by the Owner to the Construction Manager, who shall accept responsibility for such items as if procured by the Construction Manager. The Construction Manager shall expedite the delivery of long-lead-time items. ~ 2.1.8 EXTENT OF RESPONSIBILITY The Construction Manager does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The recommendations and advice of the Construction Manager concerning design alternatives shall be subject to the review and approval of the Owner and the Owner's professional consultants. It is not the Construction Manager's responsibility to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, building codes, rules and regulations. However, if the Construction Manager recognizes that portions of the Drawings and Specifications are at variance therewith, the Construction Manager shall promptly notify the Architect and Owner in writing. ~ 2.1.9 EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION The Construction Manager shall comply with applicable laws, regulations and special requirements of the Contract Documents regarding equal employment opportunity and affirmative action programs. ~ 2.2 GUARANTEED MAXIMUM PRICE PROPOSAL AND CONTRACT TIME ~ 2.2.1 When the Drawings and Specifications are sixty to ninety percent (60-90%) complete, the Construction Manager shall propose a Guaranteed Maximum Price, which shall be the sum of the estimated Cost of the Work and the Construction Manager's Fee. Init. AlA Document A121™CMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1646931859) 4 ~ 2.2.2 As the Drawings and Specifications may not be finished at the time the Guaranteed Maximum Price proposal is prepared, the Construction Manager shall provide in the Guaranteed Maximum Price for further development of the Drawings and Specifications by the Architect that is consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order. ~ 2.2.3 The estimated Cost of the Work shall include the Construction Manager's contingency, a sum established by the Construction Manager for the Construction Manager's exclusive use to cover costs arising under Section 2.2.2 and other costs which are properly reimbursable as Cost of the Work but not the basis for a Change Order. ~ 2.2.4 BASIS OF GUARANTEED MAXIMUM PRICE The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include: .1 A list of the Drawings and Specifications, including all addenda thereto and the Conditions of the Contract, which were used in preparation of the Guaranteed Maximum Price proposal. .2 A list of allowances and a statement of their basis. .3 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal to supplement the information contained in the Drawings and Specifications. .4 The proposed Guaranteed Maximum Price, including a statement of the estimated cost organized by trade categories, allowances, contingency, and other items and the Fee that comprise the Guaranteed Maximum Price. .5 The Date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based, and a schedule of the Construction Documents issuance dates upon which the date of Substantial Completion is based. ~ 2.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal and the written statement of its basis. In the event that the Owner or Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. ~ 2.2.6 Unless the Owner accepts the Guaranteed Maximum Price proposal in writing within thirty (30) days of receipt of the submittal provided in Section 2.2.1 and so notifies the Construction Manager, the Guaranteed Maximum Price proposal shall not be effective without written acceptance by the Construction Manager. ~ 2.2.7 Prior to the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal and issuance of a Notice to Proceed, the Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work, except as the Owner may specifically authorize in writing. The Notice to Proceed will not be issued until preconstruction requirements for such work are in place to allow the Construction Manager to start work within 10 days of the NTP, without interruption. ~ 2.2.8 Upon acceptance by the Owner of the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price and its basis shall be set forth in Amendment No. I. The Guaranteed Maximum Price shall be subject to additions and deductions by a change in the Work as provided in the Contract Documents, and the Date of Substantial Completion shall be subject to adjustment as provided in the Contract Documents. ~ 2.2.9 The Owner shall authorize and cause the Architect to revise the Drawings and Specifications to the extent necessary to reflect the agreed-upon assumptions and clarifications contained in Amendment No. I. Such revised Drawings and Specifications shall be furnished to the Construction Manager in accordance with schedules agreed to by the Owner, Architect and Construction Manager. The Construction Manager shall promptly notify the Architect and Owner if such revised Drawings and Specifications are inconsistent with the agreed-upon assumptions and clarifications. ~ 2.2.10 The Guaranteed Maximum Price shall include in the Cost of the Work only those taxes which are enacted at the time the Guaranteed Maximum Price is established. AlA Document A121™CMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright law and International Treaties. Unauthorized reproduction or distribution of this 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1646931859) 5 Init. ~ 2.3 CONSTRUCTION PHASE ~ 2.3.1 GENERAL ~ 2.3.1.1 The Construction Phase shall commence on the earlier of: (I) the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal and issuance of a Notice to Proceed, or (2) the Owner's first authorization to the Construction Manager to: (a) award a subcontract, or (b) undertake construction Work with the Construction Manager's own forces, or (c) issue a purchase order for materials or equipment required for the Work. ~ 2.3.2 ADMINISTRATION ~ 2.3.2.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager's own personnel shall be performed under subcontracts or by other appropriate agreements with the Construction Manager. The Construction Manager shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated to a special design for the Work from the list previously reviewed which bids shall be directed and sent to Owner for opening. The Construction Manager and Owner will open the bids and, after analyzing such bids, the Owner shall then determine, with the advice of the Construction Manager and subject to the reasonable objection of the Architect, which bids will be accepted. The Owner may designate specific persons or entities from whom the Construction Manager shall obtain bids; however, if the Guaranteed Maximum Price has been established, the Owner may not prohibit the Construction Manager from obtaining bids from other qualified bidders. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. ~ 2.3.2.2 If the Guaranteed Maximum Price has been established and a specific bidder among those whose bids are delivered by the Construction Manager to the Owner and Architect (I) is recommended to the Owner by the Construction Manager; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid which conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager may require that a change in the Work be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. ~ 2.3.2.3 Subcontracts and agreements with suppliers furnishing materials or equipment fabricated to a special design shall conform to the payment provisions of Sections 7.1.8 and 7.1.9 and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. ~ 2.3.2.4 The Construction Manager shall schedule and conduct meetings at which the Owner, Architect, Construction Manager and appropriate Subcontractors can discuss the status of the Work. The Construction Manager shall prepare and promptly distribute meeting minutes. ~ 2.3.2.5 Promptly after the Owner's acceptance of the Guaranteed Maximum Price proposal, the Construction Manager shall prepare a schedule in accordance with Section 3.10 of A20I™-1997, including the Owner's occupancy requirements. ~ 2.3.2.6 The Construction Manager shall provide monthly written reports to the Owner and Architect on the progress of the entire Work. The Construction Manager shall maintain a daily log containing a record of weather, Subcontractors working on the site, number of workers, Work accomplished, problems encountered and other similar relevant data as the Owner may reasonably require. The log shall be available to the Owner and Architect. ~ 2.3.2.7 The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect at regular intervals. ~ 2.4 PROFESSIONAL SERVICES Section 3.12.10 of A20 I TM-1997 shall apply to both the Preconstruction and Construction Phases. Init. AlA Document A121™CMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may resuU 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1646931859) 6 ~ 2.5 HAZARDOUS MATERIALS Section 10.3 of A20 I TM-1997 shall apply to both the Preconstruction and Construction Phases. ARTICLE 3 OWNER'S RESPONSIBILITIES ~ 3.1 INFORMATION AND SERVICES ~ 3.1.1 The Owner shall provide full information in a timely manner regarding the requirements of the Project, including a program which sets forth the Owner's objectives, constraints and criteria, including space requirements and relationships, flexibility and expandability requirements, special equipment and systems, and site requirements. ~ 3.1.2 The Owner shall, at the written request of the Construction Manager prior to commencement of the Construction Phase and thereafter, furnish to the Construction Manager reasonable evidence that financial arrangements have been made to fulfill the Owner's obligations under the Contract. Furnishing of such evidence shall be a condition precedent to commencement or continuation of the Work. After such evidence has been furnished, the Owner shall not materially vary such financial arrangements without prior notice to the Construction Manager. ~ 3.1.3 The Owner shall establish and update an overall budget for the Project, based on consultation with the Construction Manager and Architect, which shall include contingencies for changes in the Work and other costs which are the responsibility of the Owner. ~ 3.1.4 STRUCTURAL AND ENVIRONMENTAL TESTS, SURVEYS AND REPORTS In the Preconstruction Phase, the Owner shall furnish the following with reasonable promptness and at the Owner's expense. Except to the extent that the Construction Manager knows of any inaccuracy, the Construction Manager shall be entitled to rely upon the accuracy of any such information, reports, surveys, drawings and tests described in Sections 3.1.4.1 through 3.1.4.4 but shall exercise customary precautions relating to the performance of the Work. - ~ 3.1.4.1 Reports, surveys, drawings and tests concerning the conditions of the site which are required by law. ~ 3.1.4.2 Surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All information on the survey shall be referenced to a project benchmark. ~ 3.1.4.3 The services of a geotechnical engineer when such services are requested by the Construction Manager. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate professional recommendations. ~ 3.1.4.4 Structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and other laboratory and environmental tests, inspections and reports which are required by law. ~ 3.1.4.5 The services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Construction Manager. ~ 3.2 OWNER'S DESIGNATED REPRESENTATIVE 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. This representative shall have the authority to make decisions on behalf of the Owner concerning estimates and schedules, construction budgets, and changes in the Work, and shall render such decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 of A20 I TM-1997, the Architect does not have such authority. Init. AlA Document A121™CMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution o' this 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008. and is not for resale. User Notes: (1646931859) 7 ~ 3.3 ARCHITECT The Owner shall retain an Architect to provide Basic Services, including normal structural, mechanical and electrical engineering services, and other services as described in the Standard Form Agreement between the Owner and Architect, Form B 141, dated November 20, 2007., . The Owner shall authorize and cause the Architect to provide those Additional Services described in said Agreement, requested by the Construction Manager which must necessarily be provided by the Architect for the Preconstruction and Construction Phases of the Work. Such services shall be provided in accordance with time schedules agreed to by the Owner, Architect and Construction Manager. Upon request of the Construction Manager, the Owner shall furnish to the Construction Manager a copy of the Owner's Agreement with the Architect, from which compensation provisions may be deleted. ~ 3.4 LEGAL REQUIREMENTS The Owner shall determine and advise the Architect and Construction Manager of any special legal requirements relating specifically to the Project which differ from those generally applicable to construction in the jurisdiction of the Project. The Owner shall furnish such legal services as are necessary to provide the information and services required under Section 3.1 ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES The Owner shall compensate and make payments to the Construction Manager for Preconstruction Phase services as follows: ~ 4.1 COMPENSATION ~ 4.1.1 For the services described in Sections 2.1 and 2.2, the Construction Manager's compensation shall be calculated as follows: 4.1.1.1. The Pre-Construction Services shall be a Lump Sum Amount. The Owner shall pay, and the Construction Manager shall accept as complete payment for performance of Pre-Construction Services, a fee based upon services rendered and materials provided; however, the Pre-Construction Services Fee shall be One Hundred Ninety-two Thousand Four Hundred Fifty-five ($192,455) Dollars. (State basis of compensation, whether a stipulated sum, multiple of Direct Personnel Expense, actual cost, etc. Include a statement of reimbursable cost items as applicable.) ~ 4.1.2 Compensation for Preconstruction Phase Services shall be equitably adjusted if such services extend beyond (365 ) days from the date of this Agreement or if the originally contemplated scope of services is significantly modified. ~ 4.1.3 If compensation is based on a multiple of Direct Personnel Expense, Direct Personnel Expense is defined as the direct salaries of the Construction Manager's personnel engaged in the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. ~ 4.2 PAYMENTS ~ 4.2.1 Payments shall be made monthly following presentation of the Construction Manager's invoice and, where applicable, shall be in proportion to services performed. ~ 4.2.2 Payments are due and payable thirty (30 ) days from the date the Construction Manager's invoice is received and approved by the Architect and Owner. Amounts unpaid within 60 days after the date on which payment is due (Paragraphs deleted) not in dispute shall bear interest. Current prime rate plus one percent per annum. (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Contractor's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) Init. AlA Document A121 TMCMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1646931859) 8 Init. ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES The Owner shall compensate the Construction Manager for Construction Phase services as follows: ~ 5.1 COMPENSATION ~ 5.1.1 For the Construction Manager's performance of the Work as described in Section 2.3, the Owner shall pay the Construction Manager in current funds the Contract Sum consisting of the Cost of the Work as defined in Article 6 and the Construction Manager's Fee determined as follows: ~5.1.1.1. Compensation for General Conditions Costs shall be performed on a TIME AND MATERIAL NOT TO EXCEED Amount. The Owner shall pay, and the Construction Manager shall accept as complete payment for performance of General Conditions Costs, a fee based upon services rendered and materials provided; however, the General Conditions Costs shall not exceed Three Million Four Thousand One Hundred Thirty ($3,004,130) Dollars. ~5.1.1.2. Compensation for Construction Management Fee. The Owner shall pay, and the Construction Manager shall accept as complete payment for the Construction Management Fee, the lump sum amount of One Million Seven Hundred Ninety-eight Thousand Twenty-six ($1,798,026) Dollars. ~5.1.1.3. Compensation for Subcontractor Costs. The Owner shall pay, and the Construction Manager shall accept as complete payment the aggregate net cost directly paid, or to be paid, by the Construction Manager to subcontractors pursuant to written subcontracts to perform the Work. The NOT TO EXCEED Amount of the Subcontractor Costs will be determined as defined in Article 2.2.1. ~5.1.1.4 Should the scope of the Project change, the parties agree that the compensation shall be equitably adjusted. (State a lump sum, percentage of actual Cost of the Work or other provision for determining the Construction Manager's Fee, and explain how the Construction Manager's Fee is to be adjusted for changes in the Work.) ~ 5.2 GUARANTEED MAXIMUM PRICE ~ 5.2.1 The sum of the Cost of the Work and the Construction Manager's Fee are guaranteed by the Construction Manager not to exceed the amount provided in Amendment No. I, subject to additions and deductions by changes in the Work as provided in the Contract Documents. Such maximum sum as adjusted by approved changes in the Work is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Construction Manager without reimbursement by the Owner. ~5.2.1.1. Guaranteed Maximum Price. The Guaranteed Maximum Price includes the sum of the amounts included in Article 4.1.1.1, 5.1.1.1, 5.1.1.2, and 5.1.1.3. (Insert specific provisions if the Construction Manager is to participate in any savings.) ~ 5.3 CHANGES IN THE WORK ~ 5.3.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of Amendment No. I may be determined by any of the methods listed in Section 7.3.3 of A201 TM-1997. ~ 5.3.2 In calculating adjustments to subcontracts (except those awarded with the Owner's prior consent on the basis of cost plus a fee), the terms "cost" and "fee" as used in Section 7.3.3.3 of A20 I TM-1997 and the terms "costs" and "a reasonable allowance for overhead and profit" as used in Section 7.3.6 of A201 TM-1997 shall have the meanings assigned to them in that document and shall not be modified by this Article 5. Adjustments to subcontracts awarded with the Owner's prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. ~ 5.3.3 In calculating adjustments to the Contract, the terms "cost" and "costs" as used in the above-referenced provisions of A20 I TM-1997 shall mean the Cost of the Work as defined in Article 6 of this Agreement, and the term AlA Document A121™CMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1646931859) 9 "and a reasonable allowance for overhead and profit" shall mean the Construction Manager's Fee as defined in Section 5.1.1 of this Agreement. ~ 5.3.4 If no specific provision is made in Section 5.1.1 for adjustment of the Construction Manager's Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Section 5.1.1 will cause substantial inequity to the Owner or Construction Manager, the Construction Manager's Fee shall be equitably adjusted on the basis of the Fee established for the original Work. ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE ~ 6.1 COSTS TO BE REIMBURSED ~ 6.1.1 The term "Cost of the Work" shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. Such costs shall be at rates not higher than those customarily paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in this Article 6. ~ 6.1.2 LABOR COSTS .1 Wages of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or, with the Owner's agreement, at off-site workshops. .2 Wages or salaries of the Construction Manager's supervisory and administrative personnel when stationed at the site with the Owner's agreement. Classification Project Management Project Director Scheduler Accountant Estimator Name (If it is intended that the wages or salaries of certain personnel stationed at the Construction Manager's principal office or offices other than the site office shall be included in the Cost of the Work, such personnel shall be identified below.) .3 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged, at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. .4 Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements, and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided that such costs are based on wages and salaries included in the Cost of the Work under Sections 6.1.2.1 through 6.1.2.3. ~ 6.1.3 SUBCONTRACT COSTS Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts. ~ 6.1.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION .1 Costs, including transportation, of materials and equipment incorporated or to be incorporated in the completed construction. .2 Costs of materials described in the preceding Section 6.1.4.1 in excess of those actually installed but required to provide reasonable allowance for waste and for spoilage. Unused excess materials, if any, shall be handed over to the Owner at the completion of the Work or, at the Owner's option, shall be sold by the Construction Manager; amounts realized, if any, from such sales shall be credited to the Owner as a deduction from the Cost of the Work. ~ 6.1.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS .1 Costs, including transportation, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by the construction workers, which are provided by the Construction Manager at the site and fully consumed Init. AlA Document A121 TMCMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1646931859) 10 in the performance of the Work; and cost less salvage value on such items if not fully consumed, whether sold to others or retained by the Construction Manager. Cost for items previously used by the Construction Manager shall mean fair market value. .2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by the construction workers, which are provided by the Construction Manager at the site, whether rented from the Construction Manager or others, and costs of transportation, installation, minor repairs and replacements, dismantling and removal thereof. Rates and quantities of equipment rented shall be subject to the Owner's prior approval. .3 Costs of removal of debris from the site. .4 Reproduction costs, costs of telegrams, facsimile transmissions and long-distance telephone calls, postage and express delivery charges, telephone at the site and reasonable petty cash expenses of the si te office. .5 That portion of the reasonable travel and subsistence expenses of the Construction Manager's personnel incurred while traveling in discharge of duties connected with the Work. ~ 6.1.6 MISCELLANEOUS COSTS .1 That portion directly attributable to this Contract of premiums for insurance and bonds. (If charges for self-insurance are to be included, specify the basis of reimbursement.) .2 Sales, use or similar taxes imposed by a governmental authority which are related to the Work and for which the Construction Manager is liable. .3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Construction Manager is required by the Contract Documents to pay. .4 Fees of testing laboratories for tests required by the Contract Documents, except those related to nonconforming Work other than that for which payment is permitted by Section 6.1.8.2. .5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent or other intellectual property rights arising from such requirement by the Contract Documents; payments made in accordance with legal judgments against the Construction Manager resulting from such suits or claims and payments of settlements made with the Owner's consent; provided, however, that such costs of legal defenses, judgment and settlements shall not be included in the calculation of the Construction Manager's Fee or the Guaranteed Maximum Price and provided that such royalties, fees and costs are not excluded by the last sentence of Section 3.17.1 of A20 I TM-1997 or other provisions of the Contract Documents. .6 Data processing costs related to the Work. .7 Deposits lost for causes other than the Construction Manager's negligence or failure to fulfill a specific responsibility to the Owner set forth in this Agreement. .8 Legal, mediation, other than those arising from disputes between the Owner and Construction Manager, reasonably incurred by the Construction Manager in the performance of the Work and with the Owner's written permission, which permission shall not be unreasonably withheld. .9 Expenses incurred in accordance with Construction Manager's standard personnel policy for relocation and temporary living allowances of personnel required for the Work, in case it is necessary to relocate such personnel from distant locations. ~ 6.1.7 OTHER COSTS .1 Other costs incurred in the performance of the Work if and to the extent approved in advance in writing by the Owner. ~ 6.1.8 EMERGENCIES AND REPAIRS TO DAMAGED OR NONCONFORMING WORK The Cost of the Work shall also include costs described in Section 6.1.1 which are incurred by the Construction Manager: .1 .2 In taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Section 10.6 of A201 TM-1997. In repairing or correcting damaged or nonconforming Work executed by the Construction Manager or the Construction Manager's Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by the negligence or failure to fulfill a specific responsibility to the Owner set forth in this agreement of the Construction Manager or the Construction Manager's AlA Document A121™CMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is notfor resale. User Notes: (1646931859) 11 Init. foremen, engineers or superintendents, or other supervisory, administrative or managerial personnel of the Construction Manager, or the failure of the Construction Manager's personnel to supervise adequately the Work of the Subcontractors or suppliers, and only to the extent that the cost of repair or correction is not recoverable by the Construction Manager from insurance, Subcontractors or suppliers. ~ 6.1.9 The costs described in Sections 6.1.1 through 6.1.8 shall be included in the Cost of the Work notwithstanding any provision of AlA or A20 I TM-1997 other Conditions of the Contract which may require the Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 6.2. ~ 6.2 COSTS NOT TO BE REIMBURSED ~ 6.2.1 The Cost of the Work shall not include: .1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction Manager's principal office or offices other than the site office, except as specifically provided in Sections 6.1.2.2 and 6.1.2.3. .2 Expenses of the Construction Manager's principal office and offices other than the site office, except as specifically provided in Section 6.1. .3 Overhead and general expenses, except as may be expressly included in Section 6.1. .4 The Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Work. .5 Rental costs of machinery and equipment, except as specifically provided in Section 6.1.5.2. .6 Except as provided in Section 6.1.8.2, costs due to the negligence of the Construction Manager or to the failure of the Construction Manger to fulfill a specific responsibility to the Owner set forth in this Agreement. .7 Costs incurred in the performance of Preconstruction Phase Services. .8 Except as provided in Section 6.1.7.1, any cost not specifically and expressly described in Section 6.1. .9 Costs which would cause the Guaranteed Maximum Price to be exceeded. ~ 6.3 DISCOUNTS, REBATES AND REFUNDS ~ 6.3.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before making the payment, the Construction Manager included them in an Application for Payment and received payment therefor from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be secured. ~ 6.3.2 Amounts which accrue to the Owner in accordance with the provisions of Section 6.3.1 shall be credited to the Owner as a deduction from the Cost of the Work. ~ 6.4 ACCOUNTING RECORDS ~ 6.4.1 The Construction Manager shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Contract; the accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's accountants shall be afforded access to the Construction Manager's records, books, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project, and the Construction Manager shall preserve these for a period of three years after final payment, or for such longer period as may be required by law. ARTICLE 7 CONSTRUCTION PHASE ~ 7.1 PROGRESS PAYMENTS ~ 7.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Construction Manager as provided below and elsewhere in the Contract Documents. ~ 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: AlA Document A121™CMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1646931859) 12 Init. N/A ~ 7.1.3 Provided an Application for Payment is received by the Architect not later than the 25th day of a month, the Owner shall make payment to the Construction Manager any amounts not in dispute not later than the 30th day of the following month. 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 thirty (30 ) days after the Architect receives the Application for Payment. ~ 7.1.4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached and any other evidence required by the Owner or Architect to demonstrate that cash disbursements already made by the Construction Manager on account of the Cost of the Work equal or exceed (I) progress payments already received by the Construction Manager; less (2) that portion of those payments attributable to the Construction Manager's Fee; plus (3) payrolls for the period covered by the present Application for Payment. ~ 7.1.5 Each Application for Payment shall be based upon the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Construction Manager's Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Construction Manager's Applications for Payment. ~ 7.1.6 Applications for Payment shall show the percentage completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage completion shall be the lesser of (I) the percentage of that portion of the Work which has actually been completed or (2) the percentage obtained by dividing (a) the expense which has actually been incurred by the Construction Manager on account of that portion of the Work for which the Construction Manager has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. ~ 7.1.7 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 Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute may be included as provided in Section 7.3.8 of A20I™-1997, even though the Guaranteed Maximum Price has not yet been adjusted by Change Order. .2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing. .3 Add the Construction Manager's Fee, less retainage of ten percent (10% ). The Construction Manager's Fee shall be computed upon the Cost of the Work described in the two preceding Sections at the rate stated in Section 5.1.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, shall be an amount which bears the same ratio to that fixed-sum Fee as the Cost of the Work in the two preceding Sections bears to a reasonable estimate of the probable Cost of the Work upon its completion. .4 Subtract the aggregate of previous payments made by the Owner. .5 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's accountants in such documentation. .6 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of A20I™-1997. ~ 7.1.8 Except with the Owner's prior approval, payments to Subcontractors shall be subject to retention of not less than ten percent (10% ). The Owner and the Construction Manager shall agree upon a mutually acceptable procedure for review and approval of payments and retention for subcontracts. In it. AlA Document A121™CMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is notfor resale. User Notes: (1646931859) 13 Init. ~ 7.1.9 Except with the Owner's prior approval, the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. ~ 7.1.10 In taking action on the Construction Manager's Applications for Payment, the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager and shall not be deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 7.1.4 or other supporting data, that the Architect has made exhaustive or continuous on-site inspections or that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's accountants acting in the sole interest of the Owner. ~ 7.2 FINAL PAYMENT ~ 7.2.1 Final payment shall be made by the Owner to the Construction Manager when (I) the Contract has been fully performed by the Construction Manager except for the Construction Manager's responsibility to correct nonconforming Work, as provided in Section 12.2.2 of A20I™-1997, and to satisfy other requirements, if any, which necessarily survive final payment; (2) a final Application for Payment and a final accounting for the Cost of the Work have been submitted by the Construction Manager and reviewed by the Owner's accountants; and (3) a final Certificate for Payment has then been issued by the Architect; such final payment shall be made by the Owner not more than 30 days after the issuance of the Architect's final Certificate for Payment, or as follows: ~ 7.2.2 The amount of the final payment shall be calculated as follows: .1 Take the sum of the Cost of the Work substantiated by the Construction Manager's final accounting and the Construction Manager's Fee, but not more than the Guaranteed Maximum Price. .2 Subtract amounts, if any, for which the Architect withholds, in whole or in part, a final Certificate for Payment as provided in Section 9.5.1 of A201™-1997 or other provisions of the Contract Documents. .3 Subtract the aggregate of previous payments made by the Owner. If the aggregate of previous payments made by the Owner exceeds the amount due the Construction Manager, the Construction Manager shall reimburse the difference to the Owner. ~ 7.2.3 The Owner's accountants will review and report in writing on the Construction Manager's final accounting within 30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such Cost of the Work as the Owner's accountants report to be substantiated by the Construction Manager's final accounting, and provided the other conditions of Section 7.2.1 have been met, the Architect will, within seven days after receipt of the written report of the Owner's accountants, either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding a certificate as provided in Section 9.5.1 of A20 I TM-1997 . The time periods stated in this Section 7.2 supersede those stated in Section 9.4.1 of A20I™-1997. ~ 7.2.4 If the Owner's accountants report the Cost of the Work as substantiated by the Construction Manager's final accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to proceed in accordance with Article 9 without a further decision of the Architect. Unless agreed to otherwise, a demand for mediation or arbitration of the disputed amount shall be made by the Construction Manager within 60 days after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment. Failure to make such demand within this 60-day period shall result in the substantiated amount reported by the Owner's accountants becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Architect's final Certificate for Payment. ~ 7.2.5 If, subsequent to final payment and at the Owner's request, the Construction Manager incurs costs described in Section 6.1 and not excluded by Section 6.2 (I) to correct nonconforming Work or (2) arising from the resolution of disputes, the Owner shall reimburse the Construction Manager such costs and the Construction Manager's Fee, if any, related thereto on the same basis as if such costs had been incurred prior to final payment, but not in excess of AlA Document A121™CMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1646931859) 14 Init. the Guaranteed Maximum Price. If the Construction Manager has participated in savings, the amount of such savings shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the Construction Manager. ARTICLE 8 INSURANCE AND BONDS ~ 8.1 INSURANCE REQUIRED OF THE CONSTRUCTION MANAGER During both phases of the Project, the Construction Manager shall purchase and maintain insurance as set forth in Section 11.1 of A20I™-1997. Such insurance shall be written as required by the Request for Qualifications, Appendix A, as amended and attached hereto, and shall include the provisions set forth in ~ 11.7.3, or such greater amounts if required by law. (Paragraphs deleted) ~ 8.2 INSURANCE REQUIRED OF THE OWNER (Paragraphs deleted) ~ 8.3 PERFORMANCE BOND AND PAYMENT BOND ~ 8.3.1 The Construction Manager shall (Insert "shall" or "shall not") furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder. Bonds may be obtained through the Construction Manager's usual source, and the cost thereof shall be included in the Cost of the Work. The amount of each bond shall be equal to One Hundred Percent (100% ) of the Contract, as amended. ~ 8.3.2 The Construction Manager shall deliver the required bonds to the Owner at the time of execution of this contract. ARTICLE 9 MISCELLANEOUS PROVISIONS ~ 9.1 DISPUTE RESOLUTION ~ 9.1.1 During both the Preconstruction and Construction Phases, Claims, disputes or other matters in question between the parties to this Agreement shall be resolved as provided in Sections 4.3 through 4.5 of A20 I He 1997 except that, during the Preconstruction Phase, no decision by the Architect shall be a condition precedent to mediation. ~ 9.2 OTHER PROVISIONS ~ 9.2.1 Unless otherwise noted, the terms used in this Agreement shall have the same meaning as those in A201 TM_ 1997, General Conditions of the Contract for Construction. ~ 9.2.2 EXTENT OF CONTRACT This Contract, which includes this Agreement and the other documents incorporated herein by reference, represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and Construction Manager. If anything in any document incorporated into this Agreement is inconsistent with this Agreement, this Agreement shall govern. ~ 9.2.3 OWNERSHIP AND USE OF DOCUMENTS Article 1.6 of A20 I TM-1997 shall apply to both the Preconstruction and Construction Phases. ~ 9.2.4 GOVERNING LAW The Contract shall be g~)Verned by the law of the place where the Project is located. ~ 9.2.5 ASSIGNMENT The Owner and Construction Manager respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2 of A20ITM-1997, neither party to the Contract shall assign the Contract as a whole without written AlA Document A12pMCMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008. and is not for resale. User Notes: (1646931859) 15 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. ARTICLE 10 TERMINATION OR SUSPENSION ~ 10.1 TERMINATION PRIOR TO ESTABLISHING GUARANTEED MAXIMUM PRICE ~ 10.1.1 Prior to execution by both parties of Amendment No. I establishing the Guaranteed Maximum Price, the Owner may terminate this Contract at any time without cause, and the Construction Manager may terminate this Contract for any of the reasons described in Section 14.1.1 of A20 I TM-1997. ~ 10.1.2 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10.1 prior to commencement of the Construction Phase, the Construction Manager shall be equitably compensated for Preconstruction Phase Services performed prior to receipt of notice of termination; provided, however, that the compensation for such services shall not exceed the compensation set forth in Section 4.1.1. ~ 10.1.3 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10.1 after commencement of the Construction Phase, the Construction Manager shall, in addition to the compensation provided in Section 10.1.2, be paid an amount calculated as follows: .1 Take the Cost of the Work incurred by the Construction Manager. .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, an amount which bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion. .3 Subtract the aggregate of previous payments made by the Owner on account of the Construction Phase. The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager which the Owner elects to retain and which is not otherwise included in the Cost of the Work under Section 10.1.3.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. Subcontracts, purchase orders and rental agreements entered into by the Construction Manager with the Owner's written approval prior to the execution of Amendment No. 1 shall contain provisions permitting assignment to the Owner as described above. If the Owner accepts such assignment, the Owner shall reimburse or indemnify the Construction Manager with respect to all costs arising under the subcontract, purchase order or rental agreement except those which would not have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner elects not to accept the assignment of any subcontract, purchase order or rental agreement which would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager shall terminate such subcontract, purchase order or rental agreement and the Owner shall pay the Construction Manager the costs necessarily incurred by the Construction Manager by reason of such termination. ~ 10.2 TERMINATION SUBSEQUENT TO ESTABLISHING GUARANTEED MAXIMUM PRICE Subsequent to execution by both parties of Amendment No. I, the Contract may be terminated as provided in Article 14 of A20I™-1997. ~ 10.2.1 In the event of such termination by the Owner, the amount payable to the Construction Manager pursuant to Section 14.1.3 of A20 I TM-1997 shall not exceed the amount the Construction Manager would have been entitled to receive pursuant to Sections 10.1.2 and 10.1.3 of this Agreement. ~ 10.2.2 In the event of such termination by the Construction Manager, the amount to be paid to the Construction Manager under Section 14.1.3 of A20 I TM-1997 shall not exceed the amount the Construction Manager would have been entitled to receive under Sections 10.1.2 and 10.1.3 above, except that the Construction Manager's Fee shall be Init. AlA Document A121™CMc- 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 01 this 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008. and is not for resale. User Notes: (1646931859) 16 calculated as if the Work had been fully completed by the Construction Manager, including a reasonable estimate of the Cost of the Work for Work not actually completed. ~ 10.3 SUSPENSION The Work may be suspended by the Owner as provided in Article 14 of A20I™-1997; in such case, the Guaranteed Maximum Price, if established, shall be increased as provided in Section 14.3.2 of A20 1 TM-1997 except that the term" cost of performance of the Contract" in that Section shall be understood to mean the Cost of the Work and the term "profit" shall be understood to mean the Construction Manager's Fee as described in Sections 5.1.1 and ,5.3.4 of this Agreement. ARTICLE 11 OTHER CONDITIONS AND SERVICES ~ 11.1 PROMPT CLAIMS ACT ~ 11.1.1 This Agreement is intended by the Parties to, and does, supersede any and all provisions of the Georgia Prompt Pay Act, O.c.G.A. Section 13-11-1, et seq. In the event any provision of this Agreement is inconsistent with any provision of the Prompt Pay Act, the provision of this Agreement shall control. ~ 11.2 VENUE AND JURIDSIDCTION ~ II ,2, I All claims, disputes and other matters in question between the Owner and the Contractor arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. The Contractor, by executing this Agreement, specifically consents to jurisdiction and venue in Richmond County and waives any right to contest the jurisdiction and venue in the Superior Court of Richmond County, Georgia. ~ 11.3 INTEREST ON RETAINAGE ~ 11.3.1 Notwithstanding any provision of the law to the contrary, the parties agree that no interest shall be due Contractor on any sum held as retainage pursuant to this Agreement and Contractor specifically waives any claim to same. ~ 11.4. SUBSTITUTION OF MATERIALS ~ 11.4.1 Notwithstanding any provision of the General Conditions, there shall be no substitution of materials or change in means, methods, techniques, sequences or procedures of construction that are not determined to be equivalent to those indicated or required in the Contract Document, without an Amendment to the Contract. ~ 11.5 OPEN RECORDS ACT ~ 11.5.1 Contractor acknowledges that all records relating to this Agreement and the services to be provided under the contract may be a public record subject to Georgia's Open Records Act (O.C.G.A. ~ 50-18-70, et seq.). Contractor shall cooperate fully in responding to such request and making all records, not exempt, available for inspection and copying as provided by law. ~ 11.6 SUPPLEMENTARY CONDITIONS ~ 11.6.1 The Supplementary Conditions to the Standard Form Agreement (AlA 121 CMc) attached hereto are incorporated herein by reference. ~11.7 INCORPORATION OF RFQ AND RFP ~ 11.7.1 The Request for Qualifications (RFQ Item #07-180) and the Request for Proposals (RFQ Item #07-180) , and the responses to same, are incorporated herein by reference as fully and completely as if set forth verbatim herein, except as specifically provided herein. ~ 11.7.2 Appendix A to the RFQ is amended by deleting those words which have been struck through O. ~ 11.7.3 Appendix A is further amended by including the following requirements as relates to the insurance coverages: ~11.7.3.1 Augusta, the Owner's Representative including the Judicial Subcommittee, and the officers, elected officials, and employees of Owner, should be shown as an additional insured on General Liability and Auto Liability policies. ~ 11.7.3.2 The Construction Manager shall incorporate a copy of the insurance requirements as herein provided in each and every Subcontractor and each and every Sub-Subcontractor in any tier, and shall require each and every Subcontractor and each and every Sub-Subcontractor of any tier to comply with all such requirements excluding Init. AlA Document A 121 TMCMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1646931859) 17 commercial liability insurance. The Construction Manager agrees that if for any reason the Subcontractor or Sub- Subcontractor fails to procure and maintain insurance as required, all such required insurance shall be procured and maintained by the Construction Manager at the Construction Manager's expense. ~ 11.7.3.3 The Construction Manager, and their Subcontractor's and each and every Sub-Subcontractor shall not commence any work of any kind under this Contract until all insurance requirements contained in this Contract have been complied with. ~ 11.7.3.4 Compliance with insurance requirements shall not relieve the Construction Manager of any responsibility to indemnify the Owner for any liability to the Owner as specified in any other provision of this Contract for General Construction Management Services, and the Owner shall be entitled to pursue any remedy in law or equity if the Construction Manager fails to comply with the contractual provisions of this Contract for General Construction Management Services. Indemnity obligations specified elsewhere in this Contract for General Construction Management Services shall not be negated or reduced by virtue of any insurance carrier's denial of insurance coverage for the occurrence or event which is the subject matter of the claim; or refusal to defend any named insured. ~ 11.7.3.5 As it pertains to Builders Risk Insurance - The Construction Manager hereby releases and discharges the Owner, the Architect, the Owner's Representative, and the Owner's Related Parties of and from all liability to the Construction Manager, and to anyone claiming by, through or under the Construction Manager, by subrogation or otherwise, on account of any loss or damage to tools, machinery, equipment or other property, however caused. ~ 11.8 SCOPE OF WORK Exhibit A, Scope of Work, is attached hereto and specifically incorporated herein by reference. ~11.9 PROHI BITION ON HIRING OF OWNER'S EMPLOYEES, ETC ~ 11.9.1 No member, officer, or employee of Owner during his tenure or for one year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. The Construction Manager shall not employ any person or persons in the employ of Owner for any work required by the terms of the Agreement, without the written permission of the Owner. ~ 11.10 DRUG FREE WORK PLACE ~ 11.10.1 The Construction Manager shall be responsible for insuring that its employees and subcontractors' employees shall not be involved in any manner with the unlawful manufacture, distribution, dispensation, possession, sale or use of a controlled substance in the workplace. For purposes of the policy, "workplace" is defined as Augusta owned or leased property, vehicles, and project or client site. Any violation of the prohibitions may result in discipline and/or immediate discharge. The Construction Manager shall notify the appropriate federal agencies of an employee who has a criminal drug statute conviction for workplace violation. The Construction Manager may require drug or alcohol testing of employees when contractually or legally obligated, or when good business practices would dictate. AlA Document A 121 TMCMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1646931859) 18 Init. :::;:'.eemen..t'""7i~"::nd~oa::~;~. I ~ A/?~ . [9*~~ ~Ur..uvl ~ 5J~1") (Signa",,) d. "- e.. S. ~ktLve..r- .av/<J~ &.rE/t', A'a/.cy-A/7" I Mayor ~' (Printe~neandtitle) , .~- :%- V D~'~: :1 ZOO!3 AtTEST ' . ATTEST ( I City Clerk ./ - ':C ~, Init. AlA Document A121 TMCMc - 2003 and AGC Document 565. Copyright @ 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 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 11 :37:04 on 01/16/2008 under Order No.l000333213_1 which expires on 12/6/2008. and is not for resale. User Notes: (1646931859) 19 APPENDIX A Insurance Requirements Insurance Certfficates. The Contractor shall procure the insurance coverages identified below at the Contractor's expense and shall furnish the Owner an insura.nce certificate listing the Owner as the certificate holder and as an additional insured. Evidence of insurance coverages shall be provided on a form acceptable to the Owner. The insurance certificate must provide the following: (a) Name and address of authorized agent (b) Name and address of insured (c) Name of insurance company (Ies) (d) Description of policies (e) Policy Number (5) (f) Polley Period (s) (g) Limits of liability (h) Name and address of Owner as certificate holder (i) Project Name and Number 0) Signature of authorized agent (k) Telephone number of authorized agent (I) Mandatory thirty day notice of cancellation or non-renewal (except ten days for non payment). Insurer Qualifications. Insurance Requirements, Each of the Insurance coverages required below (I) shall be issued by a company licensed by the Insurance Commissioner to transact the business of insurance in the State of Georgia for the applicable line of insurance, and (ii) shall be an insurer for, for qualified self-insureds or group self insureds, a specific excess insurer provided a statutory limits) with a Best Policyholders Ration of "A-lAor better and with a financial size rating of Class V or larger. Each such policy shall contain the following provisions: The insurance company agrees that the policy shall not be canceled, changed, allowed to lapse or allowed to expire until thirty days after the Owner has received written notice thereof, as evidence by return receipt of certified mail or statutory mall, or until such time as other insurance coverage provIdIng protection equal to protection called for in this Contract shall have been received, accepted and acknowledged by the Owner. Such notice shall be valid only as to the Project as shall have been designated by Project Number and Name in said notice. The policy shall not be subject to invalidation as to any insured by reason of any act or omission of another insured or any of its offICers, employees agents or other representatives ("Separation of Insureds"). each Insurer Is hereby notified that the atsttltory reql::Iirement tmit the Attarl'l6y Ceneral of GeeFgia 61=1811 Fe~FeSeAt Bl\a defend the IAae,"",ities l'efflelFl9 In full me 8l'\d effect 8Ad is not wei.ed by issl:181'\ee ef 81'\) polio) of il'lstlr8l'lee. 11\ the evel'lt ef litlgatl61'\, 81\Y settlemef\t Sf! baAelf ef tRe IREle"'Aities "'!:Jet !:Ie eXI'Fesely 8~~Feved hy lie Pd:teFFley 06A61'81. The Cootl'aeler BFla its i"3t1faAe6 eerl'ier m8Y Fetal"" 81:1t af8 Aet a811~tea te Fe~i"" eel:lAsel te assist witl=l defeFlse ef IRe Indel'fnities, in <<hIGh ease ltIere .NIII be ml:ltl:lal eee"el'8tiel'l bel\.861'1 the Attel'l'ley CeAaMI 8Ad 51.1(.1.00...1."1. See; C.C.CA 451511t All deductibles shall be paid for by the Contractor. Self-Insured retention, except for qualified self-insurers or group self-insurers, in any policy shall not exceed $100,000,000. Required Insurance Coverages. The Contractor also agrees to purchase insurance and have the authorized agent state on the insurance certificate that the Contractor has purchased the following types of Insurance coverages, OOfl91318"t 'o'o'itk the pelicies and ,~u;,elllel,h!. of O.C.SA 5641 37. The minimum required coverages and liability limits are as follows: RFQ 07-180 JUDICAL CENTER 9 27.doc Page 15 of26 RFQ 07-180 JUD1CAL CENTER 9 27.doc Page 16 of26 Worker's Compensation Insurance. The Contractor agrees to provide at a minimum Worker's Compensation coverage In accordance with statutory limits as established by the General Assembly of the State of Georgia. A group insurer must submit a certificate of authority from the Insurance Commissioner approving the group insurance plan. A self-Insurer must. submit a certificate from the Georgia Board of Worker's Compensation stating the contractor Qualifies to pay its own worker's compensation claims. The contractor shall require all Subcontractors performing work under this Contract to obtain an insurance certlflcate showIng proof of Worker's compensation Coverage and shall submit a certificate on the letterhead of the Contractor in the following language: This is the certify that all Subcontractors performing work on this Project are covered by their own workers' Compensation insurance or are covered by the Contractor's workers' compensation insurance. Emoloyers' Liability Insurance. The Contractor shall also maintain Employer's Liability Insurance coverage with limits of at least: (I) (ii) Bodily Injury by Accident Bodily injury by Disease $1,000,000 each accident and $1,000,000 each employee The Contractor shall require all Subcontractors performing work under this Contract to obtain an insurance certificate showing proof of Employers Liability Insurance Coverage and shall submit a certificate on the letterhead of the Contractor in the following language: This is the certify that all Subcontractors performing work on this Project ara covered by Their own Employers Uabllity Insurance Coverage or are covered by the Contractor's Employers Liability Insurance Covarege. Commercial General Liability Insurance. The Contractor shall provide commercial General Liability Insurance (2001 ISO Occurrence Form or equivalent) that shall include, but need not be . limited to, coverage for bodily injury and property damage arising from premises and operations liability, products and completed operation liability, blasting and explosion, COllapse of structures, underground damage, personal injury liability and contractual liability. The CGL policy must include separate aggregate limits per Project and shall provide at a minimum the following limits: 1. 2. 3. 4. 5. . Coverage Premises and Operations Products and Completed Operations Personal Injury Contractual. General Aggregate Umlt $ 1,000,000.00 per Occurrence $1,000,000.00 per Occurrence $1,000,000.00 per Occurrence $1,000,000.00 per Occurrence $2,000,000.00 per Project Additional Requirements for Commercial General Liability Insurance are shown below. Commercial Business Automobile Liability Insurance. The Contractor shall provide Commercial Business Automobile liability Insurance that shall include coverage for bodily injury and property damage arising form the operation of any owned, non-owned, or hired automobile. The Commercial Business Automobile Liability Insurance Policy shall provide not less than $1,000,000 combined Single Limits for each occurrence. Additional Requirements for commercial Business Automobile Liability Insurance are shown below. Commercial Umbrella Liability Insurance. The Contractor shall provide a Commercial Umbrella L1abfllty Insurance to provide excess coverage above the commercial General Liability, commercial Business Automobile Liability and the workers' Compensation and Employers' Liability to satisfy the minimum I1mits set forth herein. The umbrella coverage shall follow form with the Umbrella limits required as follows: For Contract Amounts Less Than $5,000,000.00: For Contract amounts Equal to or Greater than $5.000,000: $2,000,000 per Occurrence $4,000,000 Aggregate $2,000,000 per Occurrence $10,000,000 Aggregate Additional Requirements for Commercial Umbrella liability Insurance are shown below. Additional ReqUirements for Commercial Policies (a) The policy shall name as additional Insureds the officers, members, and employees of the Owner and the Using Agency. (b) The policy must be on an Roccurrence" basis. Builders Risk Insurance. Contractor shall provide a Builder's Risk Policy to be made payable to the Owner and contractor, as their interests may appear. The policy amount should be equal to 100% of the contract Sum, written on a Builder's Risk -All Risk.-, or its equivalent. The policy shalt be endorsed as follows: The following may occur without diminishing, changing, altering or otherwise affecting the coverage and protection afforded the insured under this policy: (i) Furniture and equipment may be delivered to the insured premises and installed in place ready for use; and . (ii) Partial or complete occupancy by Owner; and (iii) Performance of work in connection with construction operations insured by the Owner, by agents or lessees or other Contractors of the Owner or Using Agency In the event that the contract is for renovation addition or modifICation of an existing structure and Builders Risk Insurance is not available, the Owner will accept an Installation Floater Insurance Policy with the above endorsements in lieu of the Builders' Risk insurance Policy. Such floater must insure loss to materials and equipment prior to acceptance by Owner and must be on an ALL RISK BASIS with the policy written on a specific job site. Disposition of Insurance Documents. One original certificate of insurance with all endorsements attached must be deposited with Owner for each insurance policy required. Termination of Obli9ation to Insure. Unless otherwise expressly provided to the contrary, the obllga~ion to insure as provided herein shall not terminate until the Design Professional shall have executed the Certificate of Material Completion. Failure of Insurers. The Contractor is responsible for any delay resulting from the failure of his insurance carriers to furnish proof of proper coverage In the prescribed form. RFQ 07-180 IUDJCALCENTER 9 27.doc . Page 17 of26 Exhibit A Scope of Work The scope of work includes the following: Provide Construction Management Services to construct the new Judicial Center for the Owner, including but not limited to: A. Pre-Construction Services a. Schematic and Design Development Phase. i. The Construction Manager shall actively and jointly participate with the Owner and the Architect in formation of the final Project design. ii. In accordance with their contract, the Architect is required to provide Schematic Design and Design Development Phase Submittals. The Construction Manager shall promptly and in accordance with schedule requirements: 1. familiarize itself with the Schematic Design and Design Development Phase Submittals; 2. analyze and evaluate the constructability of the Schematic Design and Design Development Phase Submittals; and 3. analyze and evaluate the Schematic Design and Design Development Phase Submittals in regard to the completeness of intended bid categories, conflicts or overlaps in the divisions of the Work, design details affecting construction, value engineering, identification of long- lead materials affecting the Construction Schedule, availability of labor and other factors affecting construction. iii. The Construction Manager shall attend regular meetings with the Owner to review and evaluate the Schematic Design and Design Development Phase Submittals~ . iv. The Construction Manager shall, in accordance with schedule requirements, notify the Architect in writing and assist the Architect with the resolution, of all problems, conflicts, defects or deficiencies identified during the review and evaluation of the Schematic Design and Design Development Phase Submittals. v. Upon completion of the Schematic Design and Design Development Phases, the Construction Manager will prepare and submit a detailed construction cost estimate of Total Project Construction Cost broken down by line item into major construction disciplines and systems. vi. If the Owner elects to prepare an independent cost estimate at each phase to validate the estimate prepared by the Construction Manager, the Construction Manager shall review the independent cost estimate and participate in an estimate reconciliation meeting, and promptly inform the Owner and the Architect of recommended adjustments, if any. b. Construction Documents Review. i. The Construction Manager is required, in accordance with the schedule requirements, to Review Construction Documents and other information. ii. The Construction Manager shall, in accordance with schedule requirements, review applicable Construction Schedule(s), the estimate of Total Project Construction Cost, the cost of local utilities, fees for permits and licenses, any modifications necessitated by local conditions, other information necessary for a full understanding of the Project, and the review Construction Documents. The Construction Manager shall: 1. examine the review Construction Documents for clarity, adequacy of detail, consistency, accuracy and completeness; 2. identify conflicts, omissions or overlaps in the proposed divisions of the Work, evaluate the completeness of intended bid categories, and identify unusual design details affecting construction cost and schedules; 3. apply established value engineering principles and practices to reduce the cost of the Project; 4. identify factors with the potential to impact the Construction Schedule such as materials with long lead time, the unavailability of required labor, and other factors and make suggestions for acceptable alternatives; 5. evaluate and make suggestions to optimize Site utilization; 6. recommend proposed modifications or alternatives to the review Construction Documents based on its evaluation and review; . 7. notify the Owner and the Architect in writing of any variances between the Construction Documents and applicable laws, statutes, building codes, rules and regulations of which it is aware; and 8. notify the Owner and the Architect in writing of all problems, conflicts, defects or deficiencies in the review Construction Documents of which it is aware. . iii. The Construction Manager shall, in accordance with schedule requirements, assist the Architect with the resolution of all problems, conflicts, defects or deficiencies identified during the review and evaluation of the review Construction Documents. 2 iv. Upon completion of the examination of the review Construction Documents, the Construction Manager, in accordance with schedule requirements, shall prepare and submit a final estimate of Total Project Construction Cost. v. If the final estimate of Total Project Construction Cost by the Construction Manager differs materially from the Total Project Construction Cost Budget, the Construction Manager and the Architect shall meet promptly to reconcile the discrepancies so as to permit submission to the Owner of a final estimate of Total Project Construction Cost on which both the Architect and the Construction Manager agree. c. Planning And Scheduling: i. Construction Schedule. The Construction Manager understands and acknowledges the Owner's intent that the Project will be complete by the Date of Substantial Completion. The Construction Manager shall timely prepare and submit the Construction Schedule for the Owner's review and approval. The Construction Schedule shall complement, and shall not conflict with, the Design Schedule. ii. The Construction Manager shall establish and timely submit for Owner review: 1. Project cost control procedures; 2. Project reporting procedures; 3. Project Manual; 4. Quality Management Program; 5. Local small business participation plan; and 6. Staffing Plan for the Construction period. d. Guaranteed Maximum Price Proposal. i. Guaranteed Maximum Price Proposal. The Construction Manager shall prepare and deliver to the Owner, with copies to the Architect, a Guaranteed Maximum Price (tlGMP") proposal. The Construction Manager shall. at a minimum, include in the GMP proposal: 1. a recital of the specific Construction Documents, including drawings, specifications, and all addenda thereto, used in preparation of the GMP proposal; 2. the three elements of the Construction Contract Price: a. General Conditions Guaranteed Maximum Cost, including the costs for the Pre-Construction Phase Services; 3 b. . estimated Subcontracts Cost, detailed by each subcontract, trade or bid division, and including a reasonable, separately stated maximum contingency amount for each subcontract, trade or bid division; and c. the actual lump sum amount of the Management Fee; 3. a description of all other inclusions to or exclusions from the GMP; a. all assumptions and clarifications; b. the proposed Date of Substantial Completion upon which the GMP is based; c. an outline of preliminary Construction Schedule showing proposed start and finish dates of major components of construction; and d. the date by which the GMP proposal must be accepted by the Owner. e. General Conditions Cost. The General Conditions Costs for which the Construction Manager may be paid pursuant to this Agreement shall be limited to the amounts actually and reasonably incurred and paid by the Construction Manager in the interest of the Project, and in performance of Services and the Work. For the purposes of this contract, the general conditions costs are based on the construction duration of 24 months beginning in the 4th quarter of 2008. Preconstruction services will begin in the 1st quarter of 2008. Items that are included within the General Conditions Costs for which the Construction Manager is entitled to no additional compensation include, without limitation: i. Wages and salaries of the Construction Manager's supervisory, technical, administrative and clerical personnel engaged in supervision and management of the Work on or off the Project Site; ii. Cost of fringe benefits, contributions, assessments and taxes, including for example such items as Unemployment Compensation and Social Security, to the extent that such cost is required by law and is based on the compensation paid to the Construction Manager's employees; Hi. Costs, including transportation and storage, installation, . maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers, that are provided by the Construction Manager at the site and fully consumed in the performance of the Work; and cost (less salvage value) of such items if not fully consumed, whether sold to others or retained by the Construction Manager. Cost for items previously used by the Construction Manager shall mean fair market value; iv. Costs incurred to provide site safety and security, including temporary stairs, ladders, barricades, fire extinguishers, site security fences, perimeter protection, first aid, etc. 4 v. Costs of removal of debris from the site, etc.; vi. Costs of document reproduction including bid sets, facsimile transmissions and long-distance telephone calls, postage and parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office, etc.; vii. That portion of the reasonable expenses of the Construction Manager's personnel incurred while traveling in discharge of duties directly connected with the Work; viii. That portion of insurance (GL and Auto), Builders Risk, and P & P bond premiums that can be direCtly attributed to this Contract for Construction. Premiums shall be net of trade discounts, volume discounts, dividends and other adjustments; ix. Fees and assessments for the building permit and for other permits, licenses and inspections for which the Construction Manager is required by the Contract for Construction to pay (excluding impact fees, meter, backflow preventer, and tap fees); x. Data processing costs directly related to the Work; however, these costs shall not include any hardware, software, or CADD costs unless approved by the Owner in writing; xi. Expenses incurred in accordance with the Construction Manager's standard personnel policy for relocation and temporary living allowances of personnel required for the Work, if approved by the Owner; xii. The cost of obtaining and using all utility services (electric, gas, water, sewer" etc.) required for the Work, etc.; xiii. Cost of temporary use of permanent equipment; xiv. The cost of crossing or protecting any public utility, if required, and as directed by the Owner; xv. All reasonable costs and expenditures necessary for the operation of the site office, such as stationary, supplies, blueprinting, furniture, fixtures, office equipment and field computer services, provided that quantity and rates are subject to Owner's prior written approval; xvi. The cost of secure off-site storage space or facilities approved in advance by Owner; xvii. Printing and reproduction of the Construction Documents; xviii. Rental charges for temporary facilities, and for machinery, equipment, and tools not customarily owned by construction workers; however any rental 5 6 charge shall not exceed the purchase price of such facilities, machinery, equipment or tools; xix. Costs for temporary toilet facilities, site surveys, field engineering, clean-up (daily and final), etc.; xx. Other expenses or charges properly incurred and paid in the prosecution of the Work, with the prior written approval of the Owner. xxi. General Condition's costs will be included in the Guaranteed Maximum Price (GMP), and will be subject to the savings clause as indicate in this contract. f. Management Fee. Items within the Management Fee for which the Construction Manager is entitled to no additional compensation include, without limitation: i. direct costs incurred with the exception of those specifically enumerated compensable as a General Conditions Cost or a Subcontracts Cost; ii. the cost of Construction Manager's home or branch office employees or consultants not at the Project Site except as provided in AlA 121, ~ 6.1.2.2; iii. non-field office (home and branch office) operational expenses such as telegrams, telephone service and long-distance and zone telephone charges, postage, office supplies, expressage, and other similar expenses, unless provided in Exhibit A, A.e; iv. data-processing costs indirectly related to the Work; including hardware, software, and CAD costs; v. cost of all non-project specific insurance; vi. all general operating expenses; vii. all capital expenses, including any interest; viii. all sales, use or similar taxes related to the Project imposed by any governmental authority on the Construction Manager's services and non- reimbursable costs; ix. any costs which would cause the Construction Price to exceed the GMP; and x. any costs or expenses incurred by the Construction Manager, not included in the General Conditions Cost, for provision of management services necessary to complete the Project in an expeditious and economical manner consistent with this Contract For Construction and the best interests of the Owner. g. The Construction Manager acknowledges that the Construction Documents may be incom'plete at the time the Construction Manager delivers the GMP proposal, and that the Construction Documents may not be completed until after commencement of the Work. Nevertheless, the GMP proposal shall include payment for Work required by the completed Construction Documents, and if the GMP proposal is accepted by the Owner, the Construction Manager shall be entitled to no increase in the GMP if the Work required by the completed Construction Documents: i. is required by this Contract For Construction, ii. is reasonably inferable from the incomplete documents, iii. is consistent with general industry standards for completion of the Work, iv. is not a material enlargement of the scope of Work portrayed by the incomplete documents, or v. substantially conforms to the nature, type, kind or quality of Work depicted in the incomplete documents. h. If the GMP proposal is unacceptable to the Owner, the Owner shall promptly so notify the Construction Manager in writing. Within fourteen calendar days of such notification, the Owner, Professional(s) and Construction Manager shall meet to discuss and resolve any differences, inconsistencies, or misunderstandings and to negotiate recommended adjustments to the Work and/or to the GMP. i. The Owner may, at its sole discretion and based upon its sole judgment, i. indicate its acceptance of a GMP proposal; ii. reject a GMP proposal; iii. terminate the Project; or iv. proceed to construct the Project using a party or parties other than the Construction Manager. j. If the Owner rejects a GMP proposal, neither party shall have any further obligation pursuant to the Contract for General Construction Management Services. k. If the Owner accepts a GMP proposal, the parties shall complete and execute the Exhibit B - Authorization for Construction, and the Owner shall issue a written notice to the Construction Manager ("Notice To Proceed") establishing the date construction is to commence (the "Commencement Date"). The Construction Manager shall not expend any monies for construction prior to receipt of such Notice to Proceed without the written approval of the Owner. I. Price Guarantees. i. Upon execution of Exhibit B, the Construction Manager guarantees that the Construction Price shall not exceed the GMP. All costs or expenses that would cause the Construction Price to exceed the GMP shall be borne by the Construction Manager unless adjusted by change order. 7 ii. Upon execution of Exhibit B, the Construction Manager guarantees that the General Conditions Cost shall not exceed the General Conditions Guaranteed-Maximum Cost and that all costs or expenses that would cause the General Conditions Cost to exceed the General Conditions Guaranteed- Maximum Cost shall be borne by the Construction Manager unless adjusted by change order. B. Construction Services a. Bidding and Negotiation. i. With the Architect's assistance, the Construction Manager shall prepare and assemble document packets for use in bidding or negotiating the Subcontracts Cost. ii. The Construction Manager shall develop subcontractor and supplier interest for each division of the Work and shall pre-qualify proposed subcontractors using a pre-qualification form approved by the Owner and Architect. iii. The Construction Manager shall: 1. submit to the Architect the proposed list of subcontractors and review and evaluate information received from the Architect regarding proposed subcontractors; and 2. evaluate the technical competence of all pre-qualified subcontractors. iv. The Construction Manager shall negotiate or competitively bid each trade category only by invitation to pre-qualified subcontractors. In the event a subcontractor does not meet a pre-qualification requirement, the Construction Manager in its best judgment may, with the Owner's prior approval, still allow the subcontractor to bid. v. The Construction Manager shall review the subcontract breakdowns utilized in the GMP and use its best efforts to obtain bids which are less than the final GMP estimates. vi. The Construction Manager shall conduct private bid openings in the presence of the Owner's Representative. The Construction Manager shall communicate bid results to the Owner and the Architect, and to no other persons or entities. vii. The Construction Manager shall, for each subcontract, trade or bid division: 1. determine the final bid amounts, 2. prepare and furnish to the Owner a bid tabulation which includes by subcontract, trade and/or bid division, the applicable final GMP estimate and the related final bid amount; 8 3. identify to the Owner in writing the subcontractors to which the Construction Manager recommends award of subcontracts; and 4. award and enter into a subcontract between itself and each subcontractor which it has recommended, unless otherwise notified by the Owner. b. Construction Supervision. i. Commencing with the award of the first subcontract and terminating on the Date Of Final Completion, the Construction Manager shall provide the following services: 1. The Construction Manager shall supervise and direct the Work at the Site. The Construction Manager shall, at a minimum, staff the Project Site with personnel who shall: a. supervise and coordinate the Construction Manager's personnel and act as its primary liaison with the Owner and the Owner's Consultant(s); b. coordinate trade contractors and suppliers, and supervise Site construction management services; c. be familiar with all trade divisions and trade contractors' scopes of Work, all applicable building codes, the Construction Documents, and this Contract For Construction; d. check and review shop drawings and materials delivered to the Site, regularly review the Work to determine its compliance with the Construction Documents and this Contract For Construction, periodically confer with the appropriate Owner's consultant(s) to assure acceptable levels of quality; and e. prepare and maintain Project records, process documents, and staff the Site field office. 2. The Construction Manager shall promptly reject any Work which does not conform to the Construction Documents or which does not comply with any applicable law, statute, building code, rule or regulation of any public authority or agency of which it is aware. The Construction Manager shall immediately notify the Architect(s) and the Owner in writing when it has rejected any Work. 3. The Construction Manager shall comply with and cause its subcontractors and suppliers to comply with the Project Construction Schedule and applicable sub-schedules. The Construction Manager shall obtain and review schedules from subcontractors and suppliers, coordinate sub-schedules with the Construction Schedule, and enforce compliance with the all applicable schedules to insure timely 9 completion of the Work. If at any time a Project is delayed, the Construction Manager shall immediately notify the Owner of the probable cause(s) and possible alternatives, and make recommendations to minimize expense to the Owner. 4. The Architect will visit the Project Site at intervals defined in their contract with sufficient frequency to evaluate the work as required under AlA 8141 92.6.2. The Architect's interpretations and decisions shall be final regarding the Construction Documents and the Work. c. Construction Manager's On-Site Facilities. i. Commencing at the Date of Commencement and terminating on the Date of Final Completion, the Construction Manager shall provide a Site field office and toilet facilities at the Project Site. 1. The field office facilities shall be large enough to accommodate required meetings and shall include office furnishings and equipment such as desks, telephones, computers, copiers and other similar office equipment. 2. The Construction Manager shall maintain in the Site field office, on a current basis, all necessary Construction Documents, schedules, shop drawings, product data, samples, purchase orders, maintenance. manuals and instructions, daily logs, correspondence, memoranda, and all other Project-related documents. 3. The Construction Manager shall provide temporary toilets at the Site for all workers for the duration of the construction period. 10 1 of 1 Exhibit B Authorization for Construction Pursuant to this agreement, the Owner and the Construction Manager hereby execute this Exhibit B and further agree as follows: 1. The Construction Manager's Guaranteed Maximum Price ("GMP") proposal dated , attached hereto and incorporated herein, is accepted by the Owner. 2. The General Conditions Guaranteed Maximum Cost is $ 3. The Subcontracts Cost is $ 4. The Lump Sum Fixed Management Fee Is $ 5. The Guaranteed Maximum Price is $ 6. The Date of Substantial Completion shall be Owner: Construction Manager: Auousta. Georoia The Potts Company By: (Signature) (Seal) (Signature) (Seal) (Name) (Name) (Title) (Title) (Attest) (Street Address - No PO Box) (City Clerk) (City, State, Zip) Date of Signature Date of Signature SUPPLEMENTARY CONDITIONS to Standard Form of Agreement (AlA 121 CMc) The following supplements modify the "Standard Form of Agreement Between Owner and Construction Manager," AlA Document A121 CMc, 2003. Where a portion of the Standard Form of Agreement is modified or deleted by these Supplementary Conditions, the unaltered portions of the Standard Form of Agreement shall remain in effect. Portions of AlA Document A121 form the basis of this supplement. Words that have been added to the wording of the original document have been underlined (in this fashion) and words which have been struck through (ia this fashion) have been deleted. Words which have been neither underlined nor struck through have been reproduced verbatim from AlA Document A 121. ARTICLE 1 - GENERAL PROVISIONS Add the following subparagraph: 1.2.1. The Supplementary Conditions to the General Conditions AlA 201 are incorporated herein by reference. ARTICLE 2 - CONSTRUCTION MANAGER'S RESPONSIBILITIES Add the following paragraphs and subparagraphs: 2.6. Construction Manager's Duties and Obligations 2.6.I.The Construction Manager shall perform and complete its obligations under this Contract for General Construction Management Services using its best skill and attention. and covenants with the Owner. to furnish management. supervision. coordination. labor and services which expeditiously. economically and properly completes the work in the manner most consistent with the Owner's interests and obiectives: which comply with the Contract Documents and this Contract for General Construction Management Services: and in accordance with the standard of practice exercised generally by persons and entities performing or providing management. supervision. coordination. labor and services on proiects similar in size. complexity and cost to this Proiect. 2.6.1.1. The Construction Manager shall not be required to provide Architectural services which constitute the practice of architecture or engineering. 2.6.1.2. All services rendered by the Construction Manager for the Proiect shall be performed by or under the immediate supervision of persons possessing sufficient knowledge in the discipline of the service being rendered. 2.6.1.3. The Construction Manager shall cooperate and communicate with the Owner and all other persons or entities as required for satisfactory completion of the Proiect. 2.6.1.4. The Construction Manager understands and acknowledges that the Proiect referred to in this Contract for General Construction Management Services may be only part of the Proiect and that the Proiect may include the construction of other structures or other construction activities on the same Site. The Construction Manager shall conduct all its activities so as not to interfere with the construction of. or operations within or from. other structures on the Site. 2.6.1.5 The Construction Manager shall not damage. endanger. compromise or destroy any part of the Proiect or the Site. including by way of example and not limitation. work being performed by others on the Site. monuments. stakes. benchmarks and other survey points. utility services. and existing features or structures on the Site. Should the Construction Manager damage. compromise or destroy any part of the Proiect or the Site. the Construction Manager shall be fully and exclusively responsible for and bear all costs associated therewith for any repairs required to bring the condition back to the original state prior to when the damage occurred. 2.6.2. The Construction Manager shall: 2.6.2.1. Comply with all applicable laws. statutes. building codes. rules. regulations and lawful orders of all governmental. public authorities and agencies having iurisdiction over the Proiect: 2.6.2.2. Prepare and file documents required to obtain. and shall obtain. all necessary approvals and permits. including building permits. of all governmental authorities haying iurisdiction oyer the Proiect: 2.6.2.3. Giye all notices required of it by governmental authorities relating to the Project. 2.6.3. Safety shall be a prime concern of the Construction Manager at all times. The Construction Manager shall be solely responsible for and have control over the means.. methods. techniques. sequences and procedures for coordinating and constructing the Project. including Site safety and safety precautions and programs. 2.6.3.1. The Construction Manager shall. concurrently with performance. maintain detailed records of safety related activities on the Site. 2.6.4. The Construction Manager shall maintain at the Site one COpy of all drawings. specifications. addenda. approved shop drawings. change orders. submittals. and other modifications in good order and accurately marked depicting all changes as they occur during construction. The as-built drawings shall be available at all times to the Owner. the Architect. the Owner's Representative. Owner's Consultants. and quality control and testing agency personnel. The drawings shall be neatly and clearly marked in color during construction to record all variations made during construction. and the Construction Manager shall include such supplementary notes and details necessary to clearly and accurately represent as-built construction. 2.6.5. The Construction Manager shall not by any means: 2.6.5.1. Induce any person or entity employed in the construction of the Project to give UP any part of the compensation to which that person or entity is entitled: 2.6.5.2. Confer on any governmental. public official having any authority or influence over the Proiect. any payment. loan. subscription. advance. deposit of money. services or anything of value. present or promised: 2.6.5.3. Offer nor accept any bribes or kick-backs in connection with the Proiect from or to any individual or entity. including any of its trade contractors. subcontractors. consultants. suppliers or manufacturers of Project goods and materials: 2.6.5.4. Without the express written permission of the Owner. call for or by exclusion require or recommend the use of any subcontractor. consultant. product. material. equipment. system. process or procedure in which the Construction Manager has a direct or indirect proprietarv interest. 2.6.7. The Construction Manager shall develop and implement a quality management program to insure quality construction. Unless otherwise specified in this Contract for General Construction Management Services. the Owner shall select the quality control and testing agencies and pay for the cost of specified measures and tests required by the Contract Documents. The Construction Manager shall coordinate all tests and inspections required by the Contract Documents. and the Construction Manager shall arrange for tests and inspections to be conducted as necessary to avoid any interference with the progress of work. No claims for extension of time or extra costs will be allowed on account of any testing. retesting.. inspection. re- inspection. or reiection of work when defective or deficient work is found. 2.6.8. The Construction Manager shall immediately notify the Architect. both orally and in writing. of the nature and details of all incidents which may adversely affect the quality or progress of the work including. but not limited to. union jurisdictional disputes. accidents. delays. damages to work and other significant occurrences. 2 3 2.6.9. The Construction Manager shall immediately. notify the Architect. both orally and in writing. of the presence and location of any physical eyidence of. or information regarding. enyironmental contamination on the Site (including but not limited to Hazardous Substances and petroleum releases) of which it becomes. or reasonably should haye become. aware.' If the Construction Manager encounters enyironmental contamination (including but not limited to Hazardous Substances and petroleum releases). the Construction Manager shall immediately stop performance of work or that portion of the work affected by or affecting such contamination: secure the contaminated area against intrusion: not disturb or remoye the contamination; not proceed. or allow any subcontractor or supplier to proceed. with any work or other actiyities in the area affected by such contamination until directed to do so by the Architect and take any other steps necessary to protect life and health. . 2.6.10. The Construction Manager shall perform the work so as not to interrupt any operations of the Owner on the Site. 2.6.10.1. The Construction Manager understands and acknowledges that the Owner may need access to or use of certain areas of the Site or Project prior to the Construction Manager's achievement of Substantial Completion. and that such occupancy. access or use shall not constitute the Owner's acceptance of any Project. 2.6.10.2. The Construction Manager shall not enter any Owner-occupied area of the Site or Proiect unless first approved and scheduled by the Owner. The Construction Manager understands and acknowledges that the Owner may incur damages if the Owner's operations on the Site are interrupted or impaired as a result of the work. 2.6.10.3. The Construction Manager shall afford the Owner's own forces. and other consultants. trade contractors. subcontractors and suppliers. access to the Site for performance of their activities. and shall connect and coordinate its construction and operations with theirs as required by the Contract Documents. 2.6.11. The Construction Manager shall. through the Architect. schedule and coordinate all equipment and systems start-ups within its scope of the Project. 2.6.11.1. The Construction Manager shall proyide the Owner with operation and maintenance manuals and other operational documentation not less than twenty-eight (28) calendar days prior to the required date of Substantial Completion to allow adequate time for training prior to the Owner's occupancy of the Proiect. 2.6.11.2. The Construction Manager shall meet with the Owner's personnel not less than twenty-eight (28) calendar days prior to the required date of Substantial Completion to familiarize and train them with respect to maintenance and use of the Project. The appropriate personnel will attend and assist with such familiarization and training. 2.6.12. The Construction Manager shallresolye all questions concerning the Contract Documents with the Architect. 2.6.13. The Construction Manager shall provide water. gas and electrical services at the Site.' The Construction Manager shall be responsible for providing and paying for connections to. extensions from and means of using these utilities. The Construction Manager will pay utility company bills for water. gas and electrical services which is required for the Project. and which passes through the Owner's meters. if any. The Construction Manager shall pay for, water. gas and electrical services up to and including the date of Substantial Completion. ARTICLE 7 - CONSTRUCTION PHASE Add the following paragraph: 7.3. Substantial and Final Completion 7.3.1. Substantial Completion of the Proiect shall be defined to have occurred when a Certificate of Substantial Completion has been issued by the Architect. and the required documentation has been produced. provided the Certificate Of Substantial Completion has not been unreasonablv withheld due to no fault of the Construction Manager. 7.3.2. When the Construction Manager believes that the Proiect is substantially complete. the Construction Manager shall notify the Architect that the Project is ready for a Substantial Completion Inspection. 7.3.3. Prior to the Substantial Completion Inspection. the Construction Manager shall prepare and furnish to the Architect a letter requesting a Substantial Completion Inspection. which at a minimum must: 7.3.3.1. Provide a blank line for entry of the date of Substantial Completion. The date of Substantial Completion will fix the commencement date of warranties and guaranties and allocate between the Owner and the Construction Manager responsibility for security. utilities. damage to the work and insurance: 7.3.3.2. Include a list of items to be completed or corrected and state the time within which the listed items will be completed or corrected. along with the cost to complete each item; 7.3.3.3. Provide signature lines for the Owner. the Construction Manager and the Architect. 7.3.4. As provided in the Agreement with the Architect. upon receipt of notification from the Construction Manager. the Architect will coordinate with the Owner's Representative. their Consultants. and the Construction Manager for inspection of the Project to determine whether the Proiect is substantially complete. 7.3.5. If the Project is determined not to be substantially complete. the Construction Manager shall continue working until the Project is substantially complete and the inspection process shall be repeated at no additional cost to the Owner until the Proiect is determined to be substantially complete. 7.3.6. On or prior to the required date of Substantial Completion. the Construction Manager shall deliver to the Architect keys. permits.. the certificate of occupancy.. and other necessary and customary documents and items required for the Owner's occupancy and use of the Proiect for its intended purpose. 7.3.7. When the Owner. the Construction Manager and the Architect agree that the Proiect is substantially complete. and the Construction Manager has produced the required Substantial Completion documentation. they shall sign the Certificate of Substantial Completion stating that the Project is substantially complete and establishing the actual date of Substantial Completion. The Certificate of Substantial Completion shall also include a list of and timeline for the completion of the items needing completion and correction. 7.3.8. Final Completion of the Project shall be deemed to have occurred when the Project passes a Final Completion Inspection. and when the Construction Manager has produced all. required close-out documentation and items. Final Completion shall not be deemed to have occurred and no final payment shall be due the Construction Manager or any of its subcontractors or suppliers until the Project has passed the Final Completion Inspection and all required Final Completion close-out documentation and items have been submitted to the Architect by the Construction Manager. 7.3.9. When the Construction Manager believes that the Project is finally complete. the Construction Manager shall notify the Architect that the Proiect is ready for a Final Completion Inspection. 7.3.10. As provided in the Agreement with the Architect. upon receipt of such notification from the Construction Manager. the Architect will coordinate with the Owner's Representative and the Construction Manager and schedule a date for inspection of the Proiect to determine whether the Proiect is finally complete. 7.3.11. If the Proiect is not finally complete. the Construction Manager shall continue to work to complete the Proiect. and the inspection process shall be repeated at no additional cost to the Owner. until the Proiect is finally complete. 4 ~-, 7.3.12. On or prior to the date of Final Completion, the Construction Manager shall deliver to the Architect the following Final Completion close-out documentation and items: 7.3.12.1. All operating. maintenance. and instruction manuals not previously produced during Substantial Completion and required maintenance stocks: 7.3.12.2. Two (2) sets of as-built drawings and markups: 7.3.12.3. Certification and affidavit that all insurance required of the Construction Manager beyond final payment. if any. is in effect and will not be canceled or allowed to expire without notice to the Owner: 7.3.12.4. Written consent of the surety to release final payment; 7.3.12.5. Full. final and unconditional waivers of mechanics or construction liens. releases of Construction Manager's trust fund or similar claims, and release of security interests or encumbrances on the Proiect property from each contractor, subcontractor, supplier or other person or entity who has, or might have a claim against the Owner or the Owner's property: 7.3.12.6. Full. final and unconditional certification and affidavit that all of the Construction Manager's obligations to contractors, subcontractors. suppliers and other third parties for payment for labor. materials or equipment related to the Proiect have been paid or otherwise satisfied: 7.3.12.7. All written warranties and guarantees relating to the labor, goods, products. materials. equipment and systems incorporated into the Proiect. endorsed. countersigned. and assigned as necessary: 7.3.12.8. All affidavits, releases. bonds, waivers, permits and other documents necessary for final close-out ofProiect; 7.3.12.9. A list of any items due but unable to be delivered and the reason for non-delivery: 7.3.12.10. Any other documents reasonably and customarily required or expressly required herein for full and final close-out of the Proiect. 7.3.13. As provided in the Agreement with the Architect. the Architect will review and determine the sufficiency of all Final Completion close-out documentation and items required for Final Completion which are submitted by the Construction Manager. and will immediately inform the Construction Manager about . any deficiencies and omissions. End of Supplementary Conditions to Standard Form of Agreement (AlA 121 CMc) 5 'I THE AMERICAN INSTITUTE OF ARCHITECTS . Bond #105013365 AlA Document A312 (Corporate Seal) L.r:c::..:J Performance Bond Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. SURETY (Name and Principal Place of Business): Travelers Casualty and Surety Company of America One Tower Square Hartford, CT 06183 530 Greene Street Augusta, GA 30911 CONSTRUCTION CONTRACT Date: 1 - 1 8 - 0 8 Amount: ($ 192,455.00 ) One Hundred Ninety Two Thousand Four Hundred Fifty Five Dollars and 00/100 Description (Name and Location):For Pre-construction Services Only for Augusta Richmond County Judicial Center, Augusta, GA BOND Date (Not earlier than Construction Contract Date): Amount: ($192,455.00 ) One Hundred Ninety Two Thousand Four Hundred Fifty Five Dollars and 00/100 Modifications to this Bond: ~ None 0 See Page 3 I\\\~' 'I_I,~~~ ~,{., i"ti~,. C0NTRACTQ%!,S PRINCIPAL ,€bm~y::~r~~. '~i' ~%.ti~'r..Q.'~lt~S1Q.~~.....' ,~Inc. :~t!iil ~Z:~i.\~~., '. J~ -'1\5. ig'na u.'.re:~~!'" ..,r ( .,' _I_"~ .:c:!"' .' _ -->, ~ l -. ~'''tJJt\t~~\..;'c / ~ iI~" ... ^"'~..," --" ..,t.:.~~"",~"" (~ I, Qllf<,tnaf..slgnatures appear on page 3) " ''''lInn""I' CONTRACTOR (Name and Address): The Potts Company, Inc. 981 East Freeway Drive Conyers, GA 30094 OWNER (Name and Address): Augusta, Georgia, a political subdivision of the State of Georgia (FOR INFORMATION ONLY-Name, Address and Telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE (Architect, Engineer or BB&T Insurance Services, Inc. other party): 3100 Royal Boulevard South Turner Associates/Architects & Planners, Inc. Alpharetta, GA 30022 215 Peachtree Street, Suite 200 770-664-6818 Atlanta, 30303 AlA DOCUMENT A312 . PERFORMANCE BONO AND PAYMENT BOND' DECEMBER 1984 EO. . AlA ~ THE AMERICAN INSTITUTE OF ARCHITECTS. 173S NEW YORK AVE.. N.W., WASHINGTON, D.C. 20006 THIRD PRINTINC . MARCH 1987 A312.1984 1 . , 1 The Contractor and the Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except to participate in conferences as provided in Subparagraph 3.1. 3 If there is no Owner Default, the Surety's obligation under this Bond shall arise after: 3.1 The Ch'mer has notified the Contractor and the Surety at its address described in Paragraph 10 below that the Owner is considering declaring a Contractor Default and has requested and attempted to arrange a conference with the Contractor and the Surety to be held not later than fifteen days after receipt of such notice to discuss methods of performing the Construc- tion Contract. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reason. able time to perform the Construclion Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; and 3.2 The Owner has declared a Contractor Default and formally terminated the Contractor's right to complete the contract. Such Contractor Default shall not be de- clared earlier than twenty days after the Contractor and the Surety have received notice as provided in Sub. paragraph 3.1; and 3.3 The Chvner has agreed to pay the Balance of the Contract Price to the Surety in accordance with the terms of the Construction Contract or to a contractor selected to perform the Construction Contract in aCcor- dance with the terms of the contract wilh the Owner. 4 When the Owner has satisfied the conditions of Para. graph 3, the Surety shall promptly and at the Surety's ex- pense take one of the following actions: 4.1 Arrange for the Contractor, with consent of the Owner, to perform and complete the Construction Contract; or 4.2 Undertake to perform and complete the Construc- tion Contract itself. through Its agents or through inde- pendent contractors; or 4.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Con- struction Contract, arrange for a contract to be pre- pared for execution by the o.vner and the contractor selected with the Owner's concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Paragraph (, in ex- cess of the Balance of the Contract Price incurred by the Owner resulting from the Contractor's default; or 4.4 Waive its right to perform and complele, arrange for completion, or obtain a new conlrador and with reasonable promptness under the circumstances: .1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is deter. mined, tender payment therefor to the Owner; or .2 Deny liability in whole or in part and notify the Owner citing reasons therefor. S If the Surety does not proceed as provided in Paragraph 4 with reasonable promptness. the Surety shall be deemed to be in default on this Bond fifteen days after receipt of an additional written notice from the Owner to Ihe Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to Ihe Chvner. If the Surety prc.lCeeds as provided In Subparagraph 4.4, and the Owner refuses the payment tendered or the Surety has denied liability, in whole or in part, withoul further notice the Owner shall be entitled to enforce any remedy available to the o.\'ner. 6 Aher the Owner has terminated the Contractor's right to complete the Construction Contract, and if the Surc.>ty elects to act under Subparagraph 4.1, 4.2. or 4.3 above, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contr.lctor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater Ihan those of the Chvner under the Construction Contract. To the limit of the amount of this Bond, but subject to commitment b~' the Owner of the Balance of the Contract Price to mitigation of costs and damages on the Construction Contract. the Sure. ty is obligated without duplication for: 6.1 The responsibilities of Ihe Contractor for correc- tion of defective work and completion of the Construc- tion Contract; 6.2 Additional legal, design professional and delay costs resulting from the Contractor's Default, and re- sulting from the actions or failure to act of the Surety under Paragraph 4; and 6.3 liquidated damages, or if no liquidated damages are specified in Ihe Construction Contracl, actual dam- ages caused by delayed performance or non-perfor- mance of the Contractor. 7 The Surety shall not be liable to the Owner or others for obligations of the Contractor thai are unrelated to Ihe Con- struction Contract, and Ihe Balance of Ihe Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond 10 any per!ion or entity other than the Owner or its heirs, executors, administrators or successors. 8 The Surely hereby waives notice of any chanRe, includ- ing changes of time, to Ihe Construction Contract or to related sulxonlracts, purchase orders and other obliga- tions. 9 Any proceeding, legal or equilable. under lhis Bond may be instituted in any court of competent iuri~dicti()n in Ihe location in which the work or parI of the work is located and shall be instituted within two years after Contractor Default or within lwo years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever oc- curs first. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation avail- AlA DOCOMENT A.312 . PERfORMANCE BONO AND PAYMlNT BONO. DECEM8lR 19&4 ED. . AI'" ;& THE MURlCAN INSTITUTE Of ARCHIT[CTS, 173S NEW YORK AVE., N.W., WASHINGTON. D.C. 2()oo() THIRD PRINTlNC . MARCH 1987 A312.1984 2 ~ble to sureties as a defense in the jurisdiction of the suit shall be applicable. 10 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the sig- nature page. 11 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions con- forming to such statutory or other legal requirement shall be deemed incorporated herein. The intent is that this Bond shall be construed as a statutory bond and not as a common law bond. 12 DEFINITIONS 12.1 Balance of the Contract Price: The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Con- MODIFICATIONS TO THIS BOND ARE AS FOllOWS: tractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, re- duced by all valid and proper payments made to or on behalf of the Contractor under the Construction Con- tract. 12.2 Construction Contract: The agreement between the Owner and the Contractor identified on the sig- nature page, including all Contract Documents and changes thereto. 12.3 Contractor Default: Failure of the Contractor, which has neither been remedied nor waived, to per. . form or otherwise to comply with the terms of the Construction Contract. 12.4 Owner Default: Failure of the Owner, which has neither been remedied nor waived, to pay the Con- tractor as required by the Construction Contract or to perform and complete or comply with the other terms thereof. (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL Company: (Corporate Seal) Signature: Name and Title: Address: SURETY Company: (Corporate Seal) Signature: Name and Title: Address: AlA DOCUMENT A312 . PERfORMANCE BOND AND PAYMENT BOND. DECEMBER 1984 ED. . AlA ~ THE A.\.\ERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE.. N.W., WASHINGTON, D.C. 20006 THIRD PRINTlNC . MARCH 1987 A312-1984 3 THE AMERICAN INSTITUTE OF ARCHITECTS Bond #105013365 AlA Document A311 Labor and Material Payment Bond THIS BOND IS ISSUED SIMVLTANEOUSLYWlTH PERFORMANCE BOND IN FAVOR OF THE OWNER CONDITIONED ON THE FULL AND FAITHFUL PERFORMANCE OF THE CONTRACT KNOW ALL MEN BY THESE PRESENTS: that The Potts Company, Inc. (Here insert full name end address or legal titl. of Contraetor) 981 East Freeway Drive Conyers, GA 30094 as Principal, hereinafter called Principal, and, Travelers Casualty and Surety Company of America One Tower Square, Hartford, CT 06183 (Here insert full name end address orlegaltitleofSurety) as Surety, hereinafter called Surety, are held and firmly bound unto Augusta, Georgia, a political subdivision of the State of Georgia {Here ins.rt full name end address or legal titl.ofawner) 530 Greene Street Augusta, GA 30911 as Obligee, hereinafter called Owner, for the use and benefit of claimants as hereinbelow defined, In the amount of One Hundred Ninety Two Thousand Four Hundred Fifty Five Dollars and 00/100 (Here Insert a sum equalto alleast on~half of the contract price) Dollars ($192,455.00 ), for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, . Principal has by written agreement dated January 18 , 2008 , entered Into a contract with Owner for {Here Insert full name, address end description of project) For Pre-construction Services Only for Augusta Richmond County Judicial Center, Augusta, GA in accordance with Drawings and Specifications prepared by Turner Associates/Architects & Planners, Inc. (Here Insert full name end address or legal titl. of Architect) 215 Peachtree Street, Suite 200 Atlanta, 30303 which contract is by reference made a part hereof, and is hereinafter referred to as the Contract AJA DOCUMENT A311 · PERFORMANCE BOND AND LASOR AND MATERIAL PAYMENT BOND · AlA €l FEBRUARY 1970 ED. · THE AMERICAN ~STlTUTE OF ARCHITECTS, 1735 N.Y.AVE~ N.W~ WASHINGTON, D.C. 20006 1 . " LABOR AND MATERIAL PAYMENT BOND NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Principal shall promptly make payment to all claimants as hereinafter defined, for all labor and material used or reasonably required for use in the performance of the Contract, then this obligation shall be void, otherwise it shall remain in full force and effect, subject, however, to the following conditions: 1. A claimant is defined as one having a direct contract with the Principal or with a Subcontractor of the Principal for labor, material, or both, used or reasonably required for use in the performance of the Contract, labor and material being construed to include that part of water, gas, power, light, heat, oil, gasoline, telephone sefVice or rental of equipment directly applicable to the Contract 2. The above named Principal and Surety hereby jointly and severally agree with the Owner that every claimant as herein defined, who has not been paid in full before the expiration of a period of ninety (90) days after the date on which the last of such claimant's work or labor was done or performed, or materials were furnished by such claimant, may sue on this bond for the use of such claimant, prosecute the suit to final judgment for such sum or sums as may be justly due claimant, and have execution thereon. The owner shall not be liable for the payment of any costs or expenses of any such suit 3. No suit or action shall be commenced hereunder by any claimant a) Unless claimant, other than one having a direct contract with the Principal, shall have given written notice to any two of the following: the Principal, the Owner, or the Surety above named, within ninety (90) days after such claimant did or performed the last of the work or labor, or furnished the last of the materials for which said claim is made, stating with substantial accuracy the amount claimed Signed and sealed this ATIEST: By. ttJ4~,~{ flLuJii WITNESS: By: (Witness) and the name of the party to whom the materials were furnished, or for whom the work or labor was done or performed. Such notice shall be selVed by mailing the same by registered mail or certified mail, postage prepaid, In an envelope addressed to the Principal, Owner or Surety, at any place where an office is regularly maintained for the transaction of business, or selVed in any manner in which legal process may be selVed in the state in which the aforesaid project is located, save that such selVice need not be made by a public officer. . b) After the expiration of one (1) yearfollowing the date on which principal ceased Work on said Contract, it being understood, however, that if any limitation embodied in this bond is prohibited by any law controlling the construction hereof such limitation shall be deemed to be amended so as to be equal to the minimum period of limitation permitted by such law. e) Other than in state court of competent jurisdiction in and for the county or other political subdivision of the state in which the Project, or any part thereof, is situated, or in the United States District Court for the district in which the Project, or any part thereof, is situated, and not elsewhere. 4. The amount of this bond shall be reduced by and to the extent of any payment or payments made in good faith hereunder, Inclusive of the payment by Surety or mechanics' liens which may be filed of record against said improvement, whether or not claim for the amount of such lien be presented under and against this bond. day of The Potts Company, Inc. (Principal) By~ (l- ~ - (Title) AlA DOCUMENT A311 · PERFORMANCE BONO AND LABOR ANOMATERIAL PAYMENT BONO · AlA t) FEBRUARY 1970 EO. · THE AMERICAN INSTITUTE OF ARCHITECT$, 1735 N.Y. AVE. N.W. WASHINGTON, D.C. 20006 2 ... t, III' ,f WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER 'This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., Seaboard Surety Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, which resolutions are now in full force and effect, reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at anytime may remove any such appointee and revoke the power given him or her; and it is FURTHER RESOLVED,lbat the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kori M. Johanson, the undersigned, Assistant Secretary, of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., Seaboard Surety Company, St. Paul Fire and Marine Insurans_~ C$lmpanYc, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and SU,f~!X\~()mpany~ftmeri~a,rllfd United States Fidelity and Guaranty Company do hereby certify that the above and foregoing is a true and correct copy of the Powet;:('.ilti~rne ~~Cut'ed by,. s~id'Companies, which is in full force and effect and has not been revoked. . "t""l . \ ~ b~ 'C~.f ~ @ I'ICOIFIlIlATED 19~1 day of ,20 IN TESTIMONY WHEREOF, I have hereunto set my hand Kori M. Johans /..~~, 1v~~"""""""~1-~\ J :/~O"POIM,.t'\ '"' \ I~: -.- :Oi \~;)...S:E;:tJL./! 0'..... ....~ '" ........ ~ " . ~ -- To verify the authenticity of this Power of Attorney, call 1-800-42] -3880 or contact us at www.travelersbond.com. Please refer to the Attorney-In-Fact number, the above-named individuals and the details of the bond to which the power is attached. WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER The Potts Co. Potts General Contractors and Mike Potts 981 E. Freeway Dr. Conyers, GA 30094 INSURERS AFFORDING COVERAGE INSURER A: Cincinnati Insurance Company INSURERB: Builders Insurance (A Mutual Captive INSURER C: INSURER D: INSURER E: NAIC# 10677 10704 "r . . .. Client#: 1062358 126POTTSCO ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDOIYYYY) 04130/07 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PRODUCER BB&T Insurance. Conyers 3205 Salem Road Suite A Conyers, GA 30013 INSURED COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOlWlTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER PD<1.~Y ~~FJ8;W\E Pg~W,~~,b~N LIMITS A ~NERAL LIABILITY CPP0742949 02/01/07 02/01/08 EACH OCCURRENCE $1 000 000 L 3MERCIAL GENERAL LIABILITY DAMAGE TO RENTED $100 000 '-- 'CLAIMS MADE [X] OCCUR MEO EXP (Anyone person) $5 000 X PO Oed:500 PERSONAL & ADV INJURY $1 000000 GENERAL AGGREGATE $2 000 000 n'L AGGREAE ~~~ APnS PER: PRODUCTS - COMP/OP AGG $2 000 000 POLICY JECT LOC A ~TOMOBILE LIABILITY CPA0742949 02/01/07 02/01/08 COMBINED SINGLE LIMIT X. ANY AUTO (Ea accident) $1,000,000 - ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) '-- X. HIRED AUTOS BODILY INJURY $ X. NON-0WNED AUTOS (Per accident) PROPERTY OAMAGE $ (Per accident) ~RAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ A ~ESSlUMBRELLA LIABILITY CPP0742949 02/01/07 02/01/08 EACH OCCURRENCE $10 000 000 X OCCUR D CLAIMS MADE AGGREGATE $10 000 000 $ ~ DEDUCTIBLE $ RETENTION $ $ B WORKERS COMPENSATION ANO 034000012663 02/01/07 02/01/08 WC STATU-I 10J~- EMPLOYERS' LIABILITY $100 000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDEO? E.L. DISEASE - EA EMPLOYEE $100 000 If yes. describe under EL DISEASE - POLICY LIMIT $500,000 SPECIAL PROVISIONS below OTHER -c- DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS *10 day notice of cancellation for non payment of premium. 45 day notice of cancellation for all other reasons.; Workers Compensation is for GA resident employees only. Augusta Georgia, a political subdivsion of the State of Georgia, its officers, rnembers, and owners and the using agency is additional insured with respects to general liability if required by written contract. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2001108) 1 of 2 #M2106807 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ~ "B CA."':' MBO e ACORD CORPORATION 1988 Augusta Georgia a political subdivision of the State of Ga. 530 Greene Street Augusta, GA 30911 PDF created with pdfFactory trial version www.pdffactory.com DISCLAIMER IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage' afforded by the policies listed thereon. ACORD 25-5 (2001/08) 2 of2 #M2106B07 PDF created with pdfFactory trial version www.pdffactory.com ,:,q:1;>b ,/ ! IiR BURNSIDE WALL LLP . ~ ATTORNEYS AT LAW James B. Wall, P.c. James W. Ellison Thomas R. Burnside, III Mark B. Williamson Thomas R. Burnside, Jr. (1938-2007) Robert C. Daniel, Jr. (1943-1993) 454 Greene St. P.O. Box 2125 Augusta, Georgia 30903 Telephone:(706) 722-0768 Facsimile: (706) 722-5984 www.burnsidewall.com January 31, 2008 HAND DELIVERED Ms. Lena J. Bonner Clerk of Commission 8th Floor, City-County Bldg. 530 Greene Street Augusta, GA 30911 RE: The Potts Company, Inc. Construction Manager Contract Payment and Performance Bonds and Certificate of Liability Insurance Dear Lena: I enclose herewith the originals of the Performance Bond and the Labor and Material Payment Bond which have been furnished by The Potts Company, as required under the Construction Manager Contract approved on January 18,2008. Also enclosed is a Certificate of Liability Insurance. Please include the originals of these documents with the Contracts which are already on file in your office. Copies of these Bonds and the Certificate have been retained by Heery, and by copy of this letter, I am furnishing copies of same to Sandy Wright in Risk Management. Thanking you and with best personal regards, I am JBW/sjp Enclosures cc: M. Lindsay Johnson Mrs. Sandy Wright .AIA Document A20r" -1997 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address).' Augusta Richmond County Judicial Center The project site is bounded by Walton Way to the south and James Brown Boulevard to the east and generally bounded by Walker Street to the north and Tenth Street to the west with the building generally located in proximity to the southeast corner of the site adjacent to Walton Way and James Brown Boulevard. . A new courthouse with courtrooms, agencies & building support, as per the Program, and with provisions for surface parking on the project site. THE OWNER: (Name and address).' Augusta, Georgia, a political subdivision of the State of Georgia with offices at 530 Greene Street, Augusta, Georgia, 30911 THE ARCHITECT: (Name and address).' Turner Associates Architects & Planners, Inc. with offices at Q15 Peachtree Street, Suite 200, Atlanta, Georgia 30303 TABLE OF ARTICLES GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ADMINISTRATION OF THE CONTRACT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 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 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AlA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AlA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document has been approved and endorsed by The Associated General Contractors of America 1 AlA Document A20pM -1997. Copyright @ 1911,1915,1918,1925,1937,1.951, 1958. 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlAe Documen~ is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document'was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) Init. 14 TERMINATION OR SUSPENSION OF THE CONTRACT Init. AlA Document A20FM -1997. Copyright @ 1911,1915,1918.1925,1937, 1951. 1958, 1961. 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AiA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent pOSSible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) 2 INDEX (Numbers and Topics in Bold are Section Headings) Acceptance of Nonconforming Work 9.6.6,9.9.3, 12.3 Acceptance of Work 9.6.6,9.8.2,9.9.3,9.10.1,9.10.3,12.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 4.2.3, 10 Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 4.3.8, 4.4.1, 8.3.1, 9.5.1,10.2.5,13.4.2,13.7,14.1 Addenda 1.1.1,3.11 Additional Costs, Claims for 4.3.4, 4.3.5, 4.3.6, 6.1.1, 10.3 Additional Inspections and Testing 9.8.3,12.2.1,13.5 Additional Time, Claims for 4.3.4,4.3.7,8.3.2 ADMINISTRATION OF THE CONTRACT 3.1.3,4,9.4,9.5 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13, 4.5.1 Allowances 3.8 All-risk Insurance 11.4.1.1 Applications for Payment 4.2.5,7.3.8,9.2,9.3,9.4,9.5.1,9.6.3,9.7.1,9.8.5, 9.10,11.1.3,14.2.4,14.4.3 Approvals 2.4,3.1.3,3.5,3.10.2,3.12,4.2.7,9.3.2,13.4.2,13.5 (Paragraphs deleted) Architect 4.1 Architect, Definition of 4.1.1 Architect, Extent of Authority 2.4,3.12.7,4.2,4.3.6,4.4,5.2,6.3,7.1.2,7.3.6,7.4, 9.2,9.3.1,9.4,9.5,9.8.3,9.10.1, 9.10.3,12.1,12.2.1, 13.5.1,13.5.2,14.2.2,14.2.4 Architect, Limitations of Authority and Responsibility 2.1.1,3.3.3,3.12.4, 3.12.8, 3.12.10,4.1.2,4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 4.4, 5.2.1,7.4,9.4.2,9.6.4,9.6.6 Architect's Additional Services and Expenses 2.4,11.4.1.1,12.2.1,13.5.2,13.5.3,14.2.4 Architect's Administration of the Contract 3.1.3,4.2,4.3.4,4.4, 9.4, 9.5 Architect's Approvals 2.4,3.1.3,3.5.1,3.10.2,4.2.7 Architect's Authority to Reject Work 3.5.1,4.2.6,12.1.2,12.2.1 Architect's Copyright 1.6 Architect's Decisions 4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,4.3.4,4.4.1,4.4.5, 4.4.6,4.5,6.3,7.3.6,7.3.8,8.1.3,8.3.1,9.2,9.4, 9.5.1,9.8.4,9.9.1,13.5.2,14.2.2,14.2.4 Architect's Inspections 4.2.2,4.2.9,4.3.4,9.4.2,9.8.3,9.9.2,9.10.1, 13.5 Architect's Instructions 3.2.3,3.3.1,4.2.6,4.2.7,4.2.8,7.4.1,12.1,13.5.2 Architect's Interpretations 4.2.11, 4.2.12, 4.3.6 Architect's Project Representative 4.2.10 Architect's Relationship with Contractor 1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.10, 3.11,3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 4.3.4,4.4.1,4.4.7,5.2,6.2.2,7,8.3.1,9.2,9.3,9.4, 9.5,9.7,9.8,9.9, 10.2.6,10.3,11.3,11.4.7,12, 13.4.2, 13.5 Architect's Relationship with Subcontractors 1.1.2,4.2.3,4.2.4,4.2.6,9.6.3,9.6.4,11.4.7 Architect's Representations 9.4.2, 9.5.1, 9.10.1 Architect's Site Visits 4.2.2,4.2.5,4.2.9,4.3.4,9.4.2,9.5.1,9.9.2,9.10.1, 13.5 Asbestos 10.3.1 Attorneys' Fees 3.18.1,9.10.2,10.3.3 Award of Separate Contracts 6.1.1, 6.1.2 A ward of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definition,s 1.1 Bidding Requirements 1.1.1,1.1.7,5.2.1,11.5.1 Boiler and Machinery Insurance 11.4.2 Bonds, Lien. 9.10.2 Bonds, Performance, and Payment 7.3.6.4,9.6.7,9.10.3,11.4.9,11.5 Building Permit 3.7.1 Capitalization 1.3 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Certificates for Payment Init. 3 AlA Document A20pM -1997. Copyright @ 1911,1915,1918,1925,1937, 1951, 1958,1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA. Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008. and is not for resale. User Notes: (1068699009) 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7.1,9.10.1, 9.10.3,13.7,14.1.1.3,14.2.4 Certificates of Inspection, Testing or Approval 13.5.4 Certificates of Insurance 9.10.2, 11.1.3 Change Orders 1.1.1,2.4.1,3.4.2, 3.8.2.3, 3.11.1, 3.12.8,4.2.8,4.3.4, 4.3.9,5.2.3,7.1,7.2,7.3,8.3.1,9.3.1.1,9.10.3, 11.4.1.2, 11.4.4, 11.4.9, 12.1.2 Change Orders, Definition of 7.2.1 CHANGES IN THE WORK 3.11,4.2.8,7,8.3.1,9.3.1.1,11.4.9 Claim, Definition of 4.3.1 Claims and Disputes 3.2.3,4.3,4.4,4.5,4.6,6.1.1,6.3,7.3.8,9.3.3,9.10.4, 10.3.3 Claims and Timely Assertion of Claims 4.6.5 Claims for Additional Cost 3.2.3,4.3.4,4.3.5,4.3.6,6.1.1,7.3.8, 10.3.2 Claims for Additional Time 3.2.3,4.3.4,4.3.7, 6.1.1, 8.3.2, 10.3.2 Claims for Concealed or Unknown Conditions 4.3.4 Claims for Damages 3.2.3,3.18,4.3.10, 6.1.1, 8.3.3,9.5.1, 9.6.7, 10.3.3, 11.1.1,11.4.5,11.4.7,14.1.3,14.2.4 Claims Subject to Arbitration 4.4.1,4.5.1,4.6.1 Cleaning Up 3.15, 6.3 Commencement of Statutory Limitation Period 13.7 Commencement of the Work, Conditions Relating to 2.2.1,3.2.1,3.4.1,3.7.1,3.10.1,3.12.6,4.3.5,5.2.1, 5.2.3,6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.4.1, 11.4.6, 11.5.1 Commencement of the Work, Definition of 8.1.2 Communications Facilitating Contract Administration 3.9.1,4.2.4 Completion, Conditions Relating to 1.6.1,3.4.1,3.11,3.15,4.2.2,4.2.9,8.2,9.4.2,9.8, 9.9.1,9.10,12'.2,13.7,14.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3, 9.10.4.2,12.2,13.7 Compliance with Laws 1.6. t, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1,4.4.8,4.6.4, 4.6.6,9.6.4,10.2.2,11.1,11.4,13.1,13.4,13.5.1, 13.5.2,13.6,14.1.1,14.2.1.3 Concealed or Unknown Conditions 4.3.4, 8.3.1, 10.3 Conditions of the Contract 1.1.1, 1.1.7, 6.1.1 , 6.1.4 Consent, Written 1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5,9.9.1,9.10.2,9.10.3,11.4.1, 13.2,13.4.2 CONSTRUCTION BY OWNER OR BY SEP ARA TE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1.1.1, 3.12.8,4.2.8,4.3.9, 7.1,7.3, 9.3.1.1 Construction Schedules, Contractor's 1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3 Contingent Assignment of Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 4.3.3 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, 11.4.9, 14 Contract Administration 3.1.3,4,9.4,9.5 Contract Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.4.6, 11.5.1 Contract Documents, The 1.1, 1.2 Contract Documents, Copies Furnished and Use of 1.6, 2.2.5, 5.3 Contract Documents, Definition of 1.1.1 Contract Sum 3.8,4.3.4,4.3.5,4.4.5,5.2.3, 7.2,7.3, 7.4, 9.1, 9.4.2, 9.5.1.4,9.6.7,9.7,10.3.2,11.4.1, 14.2.4,14.3.2 Contract Sum, Definition of 9.1 Contract Time 4.3.4,4.3.7,4.4.5,5.2.3,7.2.1.3,7.3,7.4,8.1.1,8.2, 8.3.1,9.5.1,9.7,10.3.2,12.1.1, 14.3.2 Contract Time, Definition of 8.1.1 CONTRACTOR 3 Contractor, Definition of 3.1,6.1.2 Contractor's Construction Schedules 1.4.1.2, 3.10, 3.12.1, 3.12.2,4.3.7.2,6.1.3 Contractor's Employees 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2,4.2.3,4.2.6, 10.2, 10.3, 11.1.1, 11.4.7, 14.1, 14.2.1.1, Contractor's Liability Insurance 11.1 Init. 4 AlA Documimt A20FM -1997. Copyright @ 1911,1915,1918.1925, 1937, 1951, 1958, 1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent pOSSible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) . Contractor's Relationship with Separate Contractors and Owner's Forces 3.12.5, 3.14.2, 4.2.4, 6, 11.4.7, 12.1.2, 12.2.4 Contractor's Relationship with Subcontractors 1.2.2,3.3.2,3.18.1,3.18.2,5,9.6.2,9.6.7,9.10.2, 11.4.1.2, 11.4.7, 11.4.8 Contractor's Relationship with the Architect 1.1.2,1.6,3.1.3,3.2.1,3.2.2,3.2.3,3.3.1,3.4.2,3.5.1, 3.7.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 4.3.4,4.4.1,4.4.7,5.2,6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5,9.7,9.8,9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12, 13.4.2, 13.5 Contractor's Representations 1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1,9.3.3,9.8.2 Contractor's Responsibility for Those Performing the Work 3.3.2, 3.18,4.2.3,4.3.8,5.3.1,6.1.3,6.2, 6.3, 9.5.1, 10 Contractor's Review of Contract Documents 1.5.2,3.2,3.7.3 Contractor's Right to Stop the Work 9.7 Contractor's Right to Terminate the Contract 4.3.10,14.1 Contractor's Submittals 3.10, 3.11, 3.12, 4.2.7,5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8.2,9.8.3,9.9.1,9.10.2, 9.10.3, 11.1.3, 11.5.2 Contractor's Superintendent 3.9, 10.2.6 Contractor's Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10,4.2.2, 4.2.7, 4.3.3, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14 Contractual Liability Insurance 11.1.1.8, 11.2, 11.3 Coordination and Correlation 1.2, 1.5.2, 3.3.1,3.10, 3.12.6, 6.1.3, 6.2.1 Copies Furnished of Drawings and Specifications 1.6, 2.2.5, 3.11 Copyrights 1.6,3.17 Correction of Work 2.3,2.4,3.7.4,4.2.1,9.4.2,9.8.2,9.8.3,9.9.1,12.1.2, 12.2,13.7.1.3 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.6 Costs 2.4,3.2.3,3.7.4,3.8.2,3.15.2,4.3,5.4.2,6.1.1,6.2.3, 7.3.3.3,7.3.6,7.3.7,7.3.8,9.10.2,10.3.2,10.5,11.3, 11.4,12.1,12.2.1,12.2.4,13.5,14 Cutting and Patching 6.2.5, 3.14 Damage to Construction of Owner or Separate Contractors 3.14.2,6.2.4,9.2.1.5, 10.2.1.2, 10.2.5, 10.6, 11.1, 11.4, 12.2.4 Damage to the Work 3.14.2,9.9.1,10.2.1.2, 10.2.5, 10.6, 11.4, 12.2.4 Damages, Claims for 3.2.3,3.18,4.3.10,6.1.1,8.3.3,9.5.1,9.6.7,10.3.3, 11.1.1, 11.4.5, 11.4.7, 14.1.3, 14.2.4 Damages for Delay 6.1.1,8.3.3,9.5.1.6,9.7,10.3.2 Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,4.3.4,4.4.1,4.4.5, 4.4.6,4.5,6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1,9.2,9.4, 9.5.1,9.8.4,9.9.1,13.5.2,14.2.2,14.2.4 Decisions to Withhold Certification 9.4.1,9.5,9.7,14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.3, 2.4, 3.5.1,4.2.6,6.2.5,9.5.1,9.5.2, 9.6.6, 9.8.2, 9.9.3,9.10.4,12.2.1,13.7.1.3 Defective Work, Definition of 3.5.1 Definitions 1.1,2.1.1,3.1,3.5.1,3.12.1,3.12.2,3.12.3,4.1.1, 4.3.1,5.1,6.1.2,7.2.1,7.3.1,7.3.6,8.1,9.1,9.8.1 Delays and Extensions of Time 3.2.3,4.3.1,4.3.4,4.3.7,4.4.5,5.2.3, 7.2.1,7.3.1, 7.4.1,8.3,9.5.1,9.7.1,10.3.2, 10.6.1,14.3.2 Disputes 4.1.4, 4.3, 4.4, 4.5, 4.6, 6.3, 7.3.8 Documents and Samples at the Site 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Use and Ownership of 1.1.1,1.3,2.2.5,3.11,5.3 Effective Date of Insurance 8.2.2,11.1.2 Emergencies 4.3.5, 10.6, 14.1.1.2 Employees, Contractor's 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1,11.4.7,14.1,14.2.1.1 Equipment, Labor, Materials and 1.1.3,1.1.6,3.4,3.5.1,3.8.2,3.8.3,3.12,3.13,3.15.1, 4.2.6,4.2.7,5.2.1,6.2.1,7.3.6, 9.3.2,9.3.3,9.5.1.3, 9.10.2,10.2.1,10.2.4,14.2.1.2 Execution and Progress of the Work 1.1.3,1.2.1,1.2.2,2.2.3,2.2.5,3.1,3.3,3.4,3.5,3.7, 3.10,3.12,3.14,4.2.2,4.2.3,4.3.3,6.2.2,7.1.3,7.3.4, 8.2,9.5,9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3 Extensions of Time Init. 5 AlA Document A20FM -1997. Copyright @ 1911.1915,1918, 1925, 1937, 1951,1958,1961,1963.1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.loo0333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) 3.2.3,4.3.1,4.3.4,4.3.7,4.4.5,5.2.3,7.2.1,7.3,7.4.1, 9.5.1,9.7.1,10.3.2,10.6.1,14.3.2 Failure of Payment 4.3.6,9.5.1.3,9.7,9.10.2, 14.1.1.3, 14.2.1.2, 13.6 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1,4.2.9,4.3.2,9.8.2,9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5,12.3.1,13.7,14.2.4,14.4.3 Financial Arrangements, Owner's 2.2.1, 13.2.2, 14.1.1.5 Fire and Extended Coverage Insurance 11.4 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials 10.2.4, 10.3, 10.5 Identification of Contract Documents 1.5.1 Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3.17,3.18,9.10.2,10.3.3,10.5,11.4.1.2,11.4.7 Information and Services Required of the Owner 2.1.2,2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4,6.2.5,9.3.2,9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3, 11.2,11.4,13.5.1,13.5.2,14.1.1.4,14.1.4 Injury or Damage to Person or Property 4.3.8,10.2,10.6 Inspections 3.1.3,3.3.3,3.7.1,4.2.2,4.2.6,4.2.9,9.4.2,9.8.2, 9.8.3,9.9.2,9.10.1,12.2.1,13.5 Instructions to Bidders 1.1.1 Instructions to the Contractor 3.2.3,3.3.1,3.8.1,4.2.8,5.2.1,7,12,8.2.2,13.5.2 Insurance 3.18.1,6.1.1,7.3.6,8.2.1,9.3.2,9.8.4,9.9.1,9.10.2, 9.10.5, II Insurance, Boiler and Machinery 11.4.2 Insurl;lnce, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.2, 11.1.2 Insurance, Loss of Use 11.4.3 Insurance, Owner's Liability 11.2 Insurance, Project Management Protective Liability 11.3 Insurance, Property 10.2.5, 11.4 Insurance, Stored Materials 9.3.2,11.4.1.4 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1, 11.4.1.5 Insurance Companies, Settlement with 11.4.10 Intent of the Contract Documents 1.2.1,4.2.7,4.2.12,4.2.13,7.4 Interest 13.6 Interpretation 1.2.3, 1.4, 4.1.1, 4.3.1, 5.1, 6.1.2, 8.1.4 Interpretations, Written 4.2.11,4.2.12,4.3.6 Joinder and Consolidation of Claims Required 4.6.4 Judgment on Final Award 4.6.6 Labor and Materials, Equipment 1.1.3,1.1.6,3.4,3.5.1,3.8.2,3.8.3,3.12,3.13,3.15.1, 42.6,4.2.7,5.2.1,6.2.1,7.3.6, 9.3.2,9.3.3,9.5.1.3, 9.10.2,10.2.1,10.2.4,14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.6,3.2.2,3.6,3.7,3.12.10,3.13,4.1.1,4.4.8,4.6, 9.6.4,9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2,13.6,14 Liens 2.1.2,4.4.8, 8.2.2, 9.3.3, 9.10 Limitation on Consolidation or Joinder 4.6.4 Limitations, Statutes of 4.6.3, 12.2.6, 13.7 Limitations of Liability 2.3,3.2.1,3.5.1,3.7.3,3.12.8,3.12.10,3.17,3.18, 4.2.6,4.2.7,4.2.12,6.2.2,9.4.2,9.6.4, 9.6.7,9.10.4, 10.3.3, 10.2.5, 11.1.2, 11.2.1, 11.4.7, 12.2.5, 13.4.2 Limitations of Time 2.1.2,2.2,2.4,3.2.1,3.7.3,3.10,3.11,3.12.5,3.15.1, 4.2.7,4.3,4.4,4.5,4.6,5.2,5.3, 5.4,6.2.4,7.3, 7.4, 8.2,9.2,9.3.1,9.3.3,9.4.1,9.5,9.6,9.7,9.8,9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, 13.7,14 Loss of Use Insurance 11.4.3 Material Suppliers 1.6,3.12.1,4.2.4,4.2.6,5.2.1,9.3,9.4.2,9.6,9.10.5 Materials, Hazardous 10.2.4, 10.3, 10.5 Materials, Labor, Equipment and 1.1.3,1.1.6,1.6.1,3.4,3.5.1,3.8.2,3.8.23,3.12,3.13, 3.15.1,4.2.6,4.2.7,5.2.1,6.2.1, 7.3.6,9.3.2,9.3.3, 9.5.1.3,9.10.2,10.2.1,10.2.4,14.2.1.2 AlA Document A201™ -1997. Copyright @ 1911,1915.1918,1925,1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) Init. 6 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1,3.12.10,4.2.2,4.2.7,9.4.2 Mechanic's Lien 4.4.8 Mediation 4.4.1,4.4.5,4.4.6,4.4.8,4.5,4.6.1,4.6.2, 8.3.1, 10.5 Minor Changes in the Work 1.1.1,3.12.8,4.2.8,4.3.6, 7.1,7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Contract 1.1.1,1.1.2,3.7.3,3.11,4.1.2,4.2.1,5.2.3,7,8.3.1, 9.7,10.3.2,11.4.1 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.6.6,9.9.3, 12.3 Nonconforming Work, Rejection and Correction of 2.3,2.4,3.5.1,4.2.6,6.2.5,9.5.1,9.8.2, 9.9.3, 9.10.4, 12.2.1,13.7.1.3 Notice 2.2.1,2.3,2.4,3.2.3,3.3.1,3.7.2,3.7.4,3.12.9,4.3, 4.4.8,4.6.5,5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 11.1.3, 11.4.6,12.2.2,12.2.4,13.3,13.5.1,13.5.2,14.1,14.2 Notice, Written 2.3,2.4, 3.3.1, 3.9, 3.12.9, 3.12.10,4.3,4.4.8,4.6.5, 5.2.1, 8.2.2,9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3, 14 Notice of Testing and Inspections 13.5.1,13.5.2 Notice to Proceed 8.2.2 Notices, Permits, Fees and 2.2.2,3.7,3.13,7.3.6.4,10.2.2 Observations, Contractor's 1.5.2,3.2,3.7.3,4.3.4 Occupancy 2.2.2,9.6.6,9.8, 11.4.1.5 Orders, Written 1.1.1,2.3,3.9,4.3.6,7,8.2.2,11.4.9,12.1,12.2, 13.5.2,14.3.1 OWNER 2 Owner, Definition of 2.1 Owner, Information and Services Required of the 2.1.2,2.2, 3.2.1,3.12.4, 3.12.10,4.2.7,4.3.3, 6.1.3, 6.1.4,6.2.5,9.3.2,9.6.1,9.6.4,9.9.2, 9.10.3, 10.3.3, 11.2,11.4,13.5.1,13.5.2,14.1.1.4,14.1.4 Owner's Authority 1.6, 2.1.1,2.3, 2.4, 3.4.2, 3.8.1, 3.12.10,3.14.2,4.1.2, 4.1.3,4.2.4,4.2.9,4.3.6,4.4.7, 5.2.1, 5.2.4, 5.4.1, 6.1,6.3,7.2.1,7.3.1,8.2.2,8.3.1,9.3.1,9.3.2,9.5.1, 9.9.1,9.10.2,10.3.2,11.1.3,11.3.1,11.4.3,11.4.10, 12.2.2,12.3.1,13.2.2,14.3,14.4 Owner's Financial Capability 2.2.1,13.2.2,14.1.1.5 Owner's Liability Insurance 11.2 Owner's Loss of Use Insurance 11.4.3 Owner's Relationship with Subcontractors 1.1.2,5.2,5.3,5.4,9.6.4,9.10.2, 14.2.2 Owner's Right to Carry Out the Work 2.4,12.2.4.14.2.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction and to A ward Separate Contracts 6.1 Owner's Right to Stop the Work 2.3 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1.1.1,1.6,2.2.5,3.2.1,3.11.1,3.17.1,4.2.12,5.3 Partial Occupancy or Use 9.6.6,9.9, 11.4.1.5 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 Payment, Applications for 4.2.5,7.3.8,9.2,9.3,9.4,9.5.1,9.6.3,9.7.1,9.8.5, 9.10.1,9.10.3,9.10.5,11.1.3,14.2.4,14.4.3 Payment, Certificates for 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7.1,9.10.1, 9.10.3,13.7,14.1.1.3,14.2.4 Payment, Failure of 4.3.6,9.5.1.3,9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6 Payment, Final 4.2.1,4.2.9,4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5,12.3.1,13.7,14.2.4,14.4.3 Payment Bond, Performance Bond and 7.3.6.4,9.6.7,9.10.3,11.4.9,11.5 Payments, Progress 4.3.3,9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3 PAYMENTS AND COMPLETION 9 Payments to Subcontractors 5.4.2,9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8, 14.2.1.2 PCB 10.3.1 Performance Bond and Payment Bond 7.3.6.4, 9.6.7, 9.1 0.3, 11.4.9, 11.5 Permits, Fees and Notices AlA Document A20pM -1997. Copyright @ 1911,1915,1918.1925.1937,1951,1958,1961,1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. 7 Unauthorized reproduction or distribution of this AlA'" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008. and is notfor resale. User Notes: (1068699009) '\ Init. 2.2.2,3.7,3.13,7.3.6.4,10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11,3.12,4.2.7 Progress and Completion 4.2.2,4.3.3,8.2,9.8,9.9.1,14.1.4 Progress Payments 4.3.3,9.3,9.6,9.8.5,9.10.3,13.6, 14.2.3 Project, Definition of the 1.1.4 Project Management Protective Liability Insurance 11.3 Project Manual, Definition of the 1.1.7 Project Manuals 2.2.5 Project Representatives 4.2.10 Property Insurance 10.2.5, 11.4 PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Laws 1.6,3.2.2,3.6,3.7,3.12.10,3.13,4.1.1,4.4.8,4.6, 9.6.4,9.9.1,10.2.2,11.1,11.4,13.1, 13.4,13.5.1, 13.5.2,13.6,14 Rejection of Work 3.5.1,4.2.6,12.2.1 Releases and W ai vers of Liens 9.10.2 Representations 1.5.2,3.5.1,3.12.6,6.2.2,8.2.1,9.3.3,9.4.2,9.5.1, 9.8.2,9.10.1 Representatives 2.1.1, 3.1.1, 3.9, 4.1.1,4.2.1,4.2.10, 5.1.1, 5.1.2, 13.2.1 Resolution of Claims and Disputes 4.4, 4.5, 4.6 Responsibility for Those Performing the Work 3.3.2, 3.18,4.2.3,4.3.8,5.3.1,6.1.3,6.2, 6.3, 9.5.1, 10 Retainage 9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3 Review of Contract Documents and Field Conditions by Contractor 1.5.2,3.2,3.7.3,3.12.7,6.1.3 Review of Contractor's Submittals by Owner and Architect 3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.1.3,9.2,9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12 Rights and Remedies 1.1.2,2.3,2.4, 3.5.1, 3.15.2, 4.2.6, 4.3.4, 4.5, 4.6, 5.3, 5.4,6.1,6.3,7.3.1,8.3,9.5.1,9.7, 10.2.5,10.3, 12.2.2, 12.2.4,13.4, 14 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 4.6.2 Safety of Persons and Property 10.2,10.6 Safety Precautions and Programs 3.3.1,4.2.2,4.2.7,5.3.1,10.1,10.2,10.6 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, 1.4.1.2,3.10, 3.Construction 12.1,3.12.2,4.3.7.2, 6.1.3 Separate Contracts and Contractors 1.1.4,3.12.5,3.14.2,4.2.4,4.2.7,4.6.4,6,8.3.1, 11.4.7, 12.1.2,12.2.5 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11,3.12,4.2.7 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 1.2.2, 3.2.1,3.3.3, 3.7.1,4.2,4.3.4,9.4.2,9.10.1, 13.5 Site Visits, Architect's 4.2.2,4.2.9,4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 Special Inspections and Testing 4.2.6,12.2.1,13.5 Specifications, Definition of the 1.1.6 Specifications, The 1.1.1, 1.1.6, 1.1.7, 1.2.2, 1.6, 3.11, 3.12.10, 3.17 Statute of Limitations 4.6.3, 12.2.6, 13:7 Stopping the Work 2.3,4.3.6,9.7,10.3,14.1 Stored Materials 6.2.1,9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS 5 Subcontractors, Work by Init. 8 AlA Document A20FM -1997. Copyright @ 1911,1915,1918.1925,1937,1951,1958,1961,1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) 1.2.2, 3.3.2, 3.12.1,4.2.3,5.2.3,5.3,5.4,9.3.1.2, 9.6.7 Subcontractual Relations 5.3,5.4,9.3.1.2,9.6,9.1010.2.1,11.4.7,11.4.8,14.1, 14.2.1, 14.3.2 Submittals 1.6,3.10,3.11,3.12,4.2.7,5.2.1,5.2.3, 7.3.6, 9.2, 9.3,9.8,9.9.1,9.10.2,9.10.3,11.1.3 Subrogation, Waivers of 6.1.1, 11.4.5, 11.4.7 Substantial Completion 4.2.9, 8.1.1, 8.1.3, 8.2.3,9.4.2,9.8, 9.9.1,9.10.3, 9.10.4.2,12.2,13.7 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3,5.2.4 Substitution of Architect 4.1.3 Substitutions of Materials 3.4.2,3.5.1,7.3.7 Sub-subcontractor, Definition of 5.1.2 Subsurface Conditions 4.3.4 Successors and Assigns 13.2 Superintendent 3.9,10.2.6 Supervision and Construction Procedures 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,4.3.3,6.1.3, 6.2.4,7.1.3,7.3.6,8.2,8.3.1,9.4.2,10, 12,14 Surety 4.4.7,5.4.1.2,9.8.5,9.10.2,9.10.3,14.2.2 Surety, Consent of 9.10.2,9.10.3 Surveys 2.2.3 Suspension by the Owner for Convenience 14.4 Suspension of the Work 5.4.2, 14.3 Suspension or Termination of the Contract 4.3.6,5.4.1.1, 11.4.9, 14 Taxes 3.6,3.8.2.1,7.3.6.4 Termination by the Contractor 4.3.10, 14.1 Termination by the Owner for Cause 4.3.10,5.4.1.1,14.2 Termination of the Architect 4.1.3 Termination of the Contractor 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3,9.9.2, 9.10.1,10.3.2,11.4.1.1,12.2.1,13.5 TIME 8 Time, Delays and Extensions of 3.2.3,4.3.1,4.3.4,4.3.7,4.4.5,5.2.3, 7.2.1, 7.3.1, 7.4.1,8.3,9.5.1,9.7.1,10.3.2, 10.6.1,14.3.2 Time Limits 2.1.2,2.2,2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2,4.3,4.4,4.5,4.6,5.2,5.3,5.4, 6.2.4,7.3,7.4, 8.2,9.2,9.3.1,9.3.3,9.4.1,9.5,9.6,9.7,9.8,9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, 13.7, 14 Time Limits on Claims 4.3.2, 4.3.4, 4.3.8, 4.4, 4.5, 4.6 Title to Work 9.3.2,9.3.3 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions 4.3.4,8.3.1, 10.3 Unit Prices 4.3.9, 7.3.3.2 Use of Documents 1.1.1,1.6,2.2.5,3.12.6,5.3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.4.2 Waiver of Claims by the Contractor 4.3.10,9.10.5,11.4.7,13.4.2 Waiver of Claims by the Owner 4.3.10,9.9.3,9.10.3,9.10.4, 11.4.3, 11.4.5, 11.4.7, 12.2.2.1,13.4.2,14.2.4 Waiver of Consequential Damages 4.3.10,14.2.4 Waiver of Liens 9.10.2,9.10.4 Waivers of Subrogation 6.1.1,11.4.5,11.4.7 Warranty 3.5,4.2.9,4.3.5.3,9.3.3,9.8.4,9.9.1,9.10.4,12.2.2, 13.7.1.3 Weather Delays 4.3.7.2 Work, Definition of 1.1.3 Written Consent 1.6, 3.4.2, 3.12.8, 3.14.2,4.1.2,4.3.4,4.6.4,9.3.2, 9.8.5,9.9.1,9.10.2,9.10.3,11.4.1, 13.2,13.4.2 Written Interpretations Init. 9 AlA Document A201™ -1997. Copyright @ 1911,1915,1918.1925,1937,1951,1958, 1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) 4.2.11,4.2.12,4.3.6 Written Notice 2.3,2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1,8.2.2,9.7,9.10,10.2.2,10.3, 11.1.3,11.4.6, 12.2.2, 12.2.4, 13.3, 14 Written Orders 1.1.1,2.3,3.9,4.3.6,7,8.2.2,11.4.9,12.1,12.2, 13.5.2,14.3.1 Init. AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925, 1937, 1951,1958,1961,1963,1966.1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008. and is not for resale. User Notes: (1068699009) 10 ARTICLE 1 GENERAL PROVISIONS ~ 1.1 BASIC DEFINITIONS ~ 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter the Agreement), Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (I) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include other documents such as bidding requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid or portions of Addenda relating to bidding requirements). ~ 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and Contractor, (2) between the Owner and a Subcontractor or Sub-subcontractor, (3) between the Owner and Architect or (4) between any persons or entities other than the Owner and Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. ~ 1.1.3 THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. ~ 1.1.4 THE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate contractors. ~ 1.1.5 THE DRAWINGS 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 ofrelated services. ~ 1.1.7 THE PROJECT MANUAL The Project Manual is a volume assembled for the Work which may include the bidding requirements, sample forms, Conditions of the Contract and Specifications. ~ 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS ~ 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. ~ 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. ~ 1.2.3 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. Init. AlA Document A20FM -1997. Copyright @ 1911,1915.1918, 1925, 1937, 1951. 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) 11 ~ 1.3 CAPITALIZATION ~ 1.3.1 Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. ~ 1.4 INTERPRETATION ~ 1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. ~ 1.5 EXECUTION OF CONTRACT DOCUMENTS ~ 1.5.1 The Contract Documents shall be signed by the Owner and Contractor. If either the Owner or Contractor or both do not sign all the Contract Documents, the Architect shall identify such unsigned Documents upon request. ~ 1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. ~ 1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE ~ 1.6.1 The Drawings, Specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service through which the Work to be executed by the Contractor is described. The Contractor may retain one record set. Neither the Contractor nor any Subcontractor, Sub-subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect or the Architect's consultants, and unless otherwise indicated the Architect and the Architect's consultants shall be deemed the authors of them and will retain all common law, statutory and other reserved rights, in addition to the copyrights. All copies of Instruments of Service, except the Contractor's record set, shall be returned or suitably accounted for to the Architect, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants, and copies thereof furnished to the Contractor, are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub-subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect's consultants. The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or Architect's consultants' copyrights or other reserved rights. ARTICLE 2 OWNER ~ 2.1 GENERAL ~ 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. ~ 2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein. ~ 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER ~ 2.2.1 The Owner shall, at the written request of the Contractor, prior to commencement of the Work and thereafter, furnish to the Contractor reasonable evidence that financial arrangements have been made to fulfill the Owner's obligations under the Contract. Furnishing of such evidence shall be a condition precedent to commencement or AlA Document A20FM -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA'" Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) 12 (nit. Init. continuation of the Work. After such evidence has been furnished, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. ~ 2.2.2 Except for permits and fees, including those required under Section 3.7.1, which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. ~ 2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. ~ 2.2.4 Information or services required of the Owner by the Contract Documents shall be furnished by the Owner with reasonable promptness. Any other information or services relevant to the Contractor's performance of the Work under the Owner's control shall be furnished by the Owner after receipt from the Contractor of a written request for such information or services. ~ 2.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, such copies of Drawings and Project Manuals as are reasonably necessary for execution of the Work. ~ 2.3 OWNER'S RIGHT TO STOP THE WORK ~ 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or persistently fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. ~ 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK ~ 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may after such seven-day period give the Contractor a second written notice to correct such deficiencies within a three-day period. If the Contractor within such three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of 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. ARTICLE 3 CONTRACTOR ~ 3.1 GENERAL ~ 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Contractor" means the Contractor or the Contractor's authorized representati ve, ~ 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. ~ 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons other than the Contractor. ~ 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR ~ 3.2.1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the AlA Document A201TM -1997. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958. 1961, 1963,1966,1970, 1976. 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) 13 Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, any errors, inconsistencies or omissions discovered by the Contractor shall be reported promptly to the Architect as a request for information in such form as the Architect may require. ~ 3.2.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the Architect, but it is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents. The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations, but any nonconformity discovered by or made known to the Contractor shall be reported promptly to the Architect. ~ 3.2.3 If the Contractor believes that additional cost or time is involved because of clarifications or instructions issued by the Architect in response to the Contractor's notices or requests for information pursuant to Sections 3.2.1 and 3.2.2, the Contractor shall make Claims as provided in Sections 4.3.6 and 4.3.7. If the Contractor fails to perform the obligations of Sections 3.2.1 and 3.2.2, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. The Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents or for differences between field measurements or conditions and the Contract Documents unless the Contractor recognized such error, inconsistency, omission or difference and knowingly failed to report it to the Architect. ~ 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES ~ 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any resulting loss or damage. ~ 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors. ~ 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. ~ 3.4 LABOR AND MATERIALS ~ 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. ~ 3.4.2 The Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order. ~ 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. Init. AlA Document A2011M -1997. Copyright @ 1911,1915,1918,1925, 1937,1951.1958,1961,1963,1966,1970,1976.1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is notfor resale. User Notes: (1068699009) 14 ~ 3.5 WARRANTY ~ 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. ~ 3.6 TAXES ~ 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. ~ 3.7 PERMITS, FEES AND NOTICES ~ 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally required when bids are received or negotiations concluded. ~ 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of the Work. ~ 3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Architect and Owner in writing, and necessary changes shall be accomplished by appropriate Modification. ~ 3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect and Owner, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. ~ 3.8 ALLOWANCES ~ 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. ~ 3.8.2 Unless otherwise provided in the Contract Documents: .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (I) the difference. between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's costs under Section 3.8.2.2. ~ 3.8.3 Materials and equipment under an allowance shall be selected by the Owner in sufficient time to avoid delay in the Work. ~ 3.9 SUPERINTENDENT ~ 3.9.1 The Contractor shall employ a coinpetent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Important Init. AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925.1937,1951,1958,1961.1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008. and is notfor resale. User Notes: (1068699009) 15 communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. ~ 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES ~ 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. An updated schedule shall be submitted with each Progress Payment application. ~ 3.10.2 The Contractor shall prepare and keep current, for the Architect's approval, a schedule of submittals which is coordinated with the Contractor's construction schedule and allows the Architect reasonable time to review submittals. ~ 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. ~ 3.11 DOCUMENTS AND SAMPLES AT THE SITE ~ 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to record field changes and selections made during construction, and one record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work. ~ 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES ~ 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. ~ 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. ~ 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. ~ 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required by the Contract Documents the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals which are not required by the Contract Documents may be returned by the Architect without action. ~ 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. Submittals which are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Architect without action. ~ 3.12.6 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. AlA Document A20pM -1997. Copyright @ 1911.1915,1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966. 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.1 000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) 16 Init. ~ 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. ~ 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 or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written notice the Architect's approval of a resubmission shall not apply to such revisions. ~ 3.12.10 The Contractor shall not be required to provide professional services which constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seill shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided the Owner and Architect have specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract Documents. ~ 3.13 USE OF SITE ~ 3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. ~ 3.14 CUTTING AND PATCHING ~ 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. ~ 3.14.2 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 shail not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. ~ 3.15 CLEANING UP ~ 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials. Init. AlA Document A20pM -1997. Copyright @ 1911,1915,1918.1925,1937,1951,1958, 1961, 1963. 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the iaw. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is notfor resale. User Notes: (1068699009) 17 ~ 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the cost thereof shall be charged to the Contractor. ~ 3.16 ACCESS TO WORK ~ 3.16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. ~ 3.17 ROYALTIES, PATENTS AND COPYRIGHTS ~ 3.17.1 The Contractor shall pay' all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect. ~ 3.18 INDEMNIFICATION ~ 3.18.1 To the fullest extent permitted by law and to the extent claims, damages, losses or expenses are not covered by Project Management Protective Liability insurance purchased by the Contractor in accordance with Section 11.3, the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not 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, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 3.18. ~ 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 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 ADMINISTRATION OF THE CONTRACT ~ 4.1 ARCHITECT ~ 4.1.1 The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect" means the Architect or the Architect's authorized representative. ~ 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld. ~ 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a new Architect against whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the former Architect. ~ 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT ~ 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents, and will be an Owner's representative (1) during construction, (2) until final payment is due and (3) with the Owner's concurrence, from time to time during the one-year period for correction of Work described in Section 12.2. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified in writing in accordance with other provisions of the Contract. Init. AlA Document A20pM -1997. Copyright @ 1911.1915,1918,1925,1937,1951,1958,1961,1963, 1966. 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent pOSSible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is notfor resale. User Notes: (1068699009) 18 ~ 4.2.2 The Architect, as a representative of the Owner, will visit the site at intervals appropriate to the stage of the Contractor's operations (I) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1. ~ 4.2.3 The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. '- ~ 4.2.4 Communications Facilitating Contract Administration. Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate with each other through the Architect about matters arising out of or relating to the Contract. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. ~ 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. ~ 4.2.6 The Architect will have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. ~ 4.2.7 The Architect will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the. Contractor' s submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. .1 The Contractor shall pay the reasonable and documented expenses for the Architect's review of second resubmittals in instances when the Contractor fails to make corrections or provide information previously requested by the Architect for the initial submittal, or on Contractor's first resubmittal. ~ 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work as provided in Section 7.4. ~ 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, will receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. Init. AlA Document A20pM -1997. Copyright @ 1911,1915,1918, 1925, 1937, 1951,1958,1961,1963,1966. 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is notfor resale. User Notes: (1068699009) 19 ~ 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. ~ 4.2.11 The Architect will interpret and decide matters concerning performance under and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If no agreement is made concerning the time within which interpretations required of the Architect shall be furnished in compliance with this Section 4.2, then delay shall not be recognized on account of failure by the Architect to furnish such interpretations until 15 days after written request is made for them. ~ 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and initial decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions so rendered in good faith. ~ 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. ~ 4.3 CLAIMS AND DISPUTES ~ 4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of Contract terms, payment of money, extension of time or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. Claims must be initiated by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim. ~ 4.3.2 Time Limits on Claims. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Claims must be initiated by written notice to the Architect and the other party. ~ 4.3.3 Continuing Contract Performance. Pending final resolution of a Claim except as otherwise agreed in writing or as provided in Section 9.7.1 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. ~ 4.3.4 Claims for Concealed or Unknown Conditions. If conditions are encountered at the site which are (I) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect will promptly investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall so notify the Owner and Contractor in writing, stating the reasons. Claims by either party in opposition to such determination must be made within 21 days after the Architect has given notice of the decision. If the conditions encountered are materially different, the Contract Sum and Contract Time shall be equitably adjusted, but if the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the adjustment shall be referred to the Architect for initial determination, subject to further proceedings pursuant to Section 4.4. ~ 4.3.5 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.6. AlA Document A20FM -1997. Copyright @ 1911,1915.1918,1925,1937,1951,1958,1961,1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) 20 Init. ~ 4.3.6 If the Contractor believes additional cost is involved for reasons including but not limited to (1) a written interpretation from the Architect, (2) an order by the Owner to stop the Work where the Contractor was not at fault, (3) a written order for a minor change in the Work issued by the Architect, (4) failure of payment by the Owner, (5) termination of the Contract by the Owner, (6) Owner's suspension or (7) other reasonable grounds, Claim shall be filed in accordance with this Section 4.3. ~ 4.3.7 Claims for Additional Time ~ 4.3.7.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay only one Claim is necessary: ~ 4.3.7.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. ~ 4.3.8 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. ~ 4.3.9 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. ~ 4.3.10 Claims for Consequential Damages. The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes: .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Section 4.3.10 shall be deemed to preclude an award of liquidated direct damages, when applicable, in accordance with the requirements of the Contract Documents. ~ 4.4 RESOLUTION OF CLAIMS AND DISPUTES ~ 4.4.1 Decision of Architect. Claims, including those alleging an error or omission by the Architect but excluding those arising under Sections 10.3 through 10.5, shall be referred initially to the Architect for decision. An initial decision by the Architect shall be required as a condition precedent to mediation or litigation of all Claims between the Contractor and Owner arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Architect with no decision having been rendered by the Architect. The Architect will not decide disputes between the Contractor and persons or entities other than the Owner. ~ 4.4.2 The Architect will review Claims and within ten days of the receipt of the Claim take one or more of the following actions: (I) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Architect is unable to resolve the Claim if the Architect lacks sufficient information to evaluate the merits of the Claim or if the Architect concludes that, in the Architect's sole discretion, it would be inappropriate for the Architect to resolve the Claim. ~ 4.4.3 In evaluating Claims, the Architect may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Architect in rendering a decision. The Architect may request the Owner to authorize retention of such persons at the Owner's expense. Init. AlA Document A201™ -1997. Copyright @ 1911.1915,1918,1925,1937,1951.1958.1961. 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA'" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008. and is notfor resale. User Notes: (1068699009) 21 ~ 4.4.4 If the Architect requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either provide a response on the requested supporting data, advise the Architect when the response or supporting data will be furnished or advise the Architect that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Architect will either reject or approve the Claim in whole or in part. ~ 4.4.5 The Architect will approve or reject Claims by written decision, which shall state the reasons therefor and which shall notify the parties of any change in the Contract Sum or Contract Time or both. The approval or rejection of a Claim by the Architect shall be final and binding on the parties but subject to mediation. ~4.4.6. Not Used. (Paragraphs deleted) ~ 4.4.7 Upon receipt of a Claim against the Contractor or at any time thereafter, the Architect or the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default, the Architect or the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. ~ 4.4.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the Claim by the Architect, by mediation or by arbitration. ~ 4.5 MEDIATION ~ 4.5.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those waived as provided for in Sections 4.3.10,9.10.4 and 9.10.5 shall, after initial decision by the Architect or 30 days after submission of the Claim to the Architect, be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. ~ 4.5.2 The parties shall endeavor to resolve their Claims by mediation. Request for mediation shall be filed in writing with the other party to the Contract and shall proceed in advance of legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. ~ 4.5.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. (Paragraphs deleted) ARTICLE 5 SUBCONTRACTORS ~ 5.1 DEFINITIONS ~ 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. ~ 5.1.2 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 will promptly reply to the Contractor in writing stating whether or not the Owner or the Architect, after due investigation, has reasonable objection to any such Init. AlA Document A201™ -1997. Copyright @ 1911,1915.1918,1925,1937, 1951,1958,1961,1963.1966.1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA'" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) 22 proposed person or entity. Failure of the Owner or Architect to reply promptly shall constitute notice of no reasonable objection. ~ 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. . ~ 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. ~ 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitute. ~ 5.3 SUBCONTRACTUAL RELATIONS ~ 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. ~ 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS ~ 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that: .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcontractor and Contractor in writing; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. ~ 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. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS ~ 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS . ~ 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Section 4.3. Init. AlA Document A20pM -1997. Copyright @ 1911,1915,1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlAe Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) 23 ~ 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. ~ 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. ~ 6.1.4 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 which apply to the Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and Articles 10, II and 12. ~ 6.2 MUTUAL RESPONSIBILITY ~ 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. ~ 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. ~ 6.2.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a separate contractor because of delays, improperly timed activities or defective construction of the Contractor. The Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the Work or defective construction of a separate contractor. ~ 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. ~ 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. ~ 6.3 OWNER'S RIGHT TO CLEAN UP ~ 6.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Architect will allocate the cost among those responsible. 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 Dirt?ctive requires agreement by the Owner and Architect and mayor 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. Init. AlA Document A20pM -1997. Copyright @ 1911,1915,1918,1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 01 this AlA'" Document, or any portion 01 it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is notfor resale. User Notes: (1068699009) 24 ~ 7.2 CHANGE ORDERS ~ 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and Architect, stating their agreement upon all of the following: .1 change in the Work; .2 the amount of the adjustment, if any, in the Contract Sum; and .3 the extent of the adjustment, if any, in the Contract Time. ~ 7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Section 7.3.3. ~ 7.3 CONSTRUCTION CHANGE DIRECTIVES ~ 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. ~ 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. ~ 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 unit prices stated in the Contract Documents or subsequently agreed upon; .3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or . .4 as provided in Section 7.3.6. ~ 7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. ~ 7.3.5 A Construction Change Directive signed by the Contractor indicates the agreement of the Contractor therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. ~ 7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall be determined by the Architect on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit. In such case, and also under 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 7.3.6 shall be limited to the following: .1 costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance; .2 costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .3 rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and .5 additional costs of supervision and field office personnel directly attributable to the change. ~ 7.3.7 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change which results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and Init. AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970, 1976.1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) 25 credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. ~ 7.3.8 Pending final determination of the total cost of a Construction Change Directive to the Owner, amounts not in dispute for such changes in the Work shall be included in Applications for Payment accompanied by a Change Order indicating the parties' agreement with part or all of such costs. For any portion of such cost that remains in dispute, the Architect will make an interim determination for purposes of monthly certification for payment for those costs. That determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a claim in accordance with Article 4. ~ 7.3.9 When the Owner and Contractor agree with the determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order. ~ 7.4 MINOR CHANGES IN THE WORK ~ 7.4.1 The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such written orders promptly. ARTICLE 8 TIME ~ 8.1 DEFINITIONS ~ 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. ~ 8.1.2 The date of commencement of the Work is the date established in the Agreement. ~ 8.1.3'The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. ~ 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. ~ 8.2 PROGRESS AND COMPLETION ~ 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. ~ 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article II to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless the date of commencement is established by the Contract Documents or a notice to proceed given by the Owner, the Contractor shall notify the Owner in writing not less than five days or other agreed period before commencing the Work to permit the timely filing of mortgages, mechanic's liens and other security interests. ~ 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. ~ 8.3 DELAYS AND EXTENSIONS OF TIME ~ 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control, or by delay authorized by the Owner pending mediation, or by other causes which the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the' Architect may determine. ~ 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Section 4.3. Init. AlA Document A201™ -1997. Copyright @ 1911,1915,1918, 1925.1937, 1951. 1958, 1961, 1963,1966.1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) 26 ~ 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION ~ 9.1 CONTRACT SUM ~ 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. ~ 9.2 SCHEDULE OF VALUES ~ 9.2.1 Before the first Application for Payment, the Contractor shall submit to the Architect a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. ~ 9.3 APPLICATIONS FOR PAYMENT ~ 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment for operations completed in accordance with the schedule of values. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for in the Contract Documents. ~ 9.3.1.1 As provided in Section 7.3.8, such applications may include requests for payment on account of changes in the Work which have been properly authorized by Construction Change Directives, or by interim determinations of the Architect, but not yet included in Change Orders. ~ 9.3.1.2 Such applications may not include requests for payment for portions of the Work for which the Contractor does not intend to pay to a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. ~ 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. ~ 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no 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, matedal suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. ~ 9.4 CERTIFICATES FOR PAYMENT ~ 9.4.1 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in 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 the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion (nit. AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966. 1970. 1976,.1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is notfor resale. User Notes: (1068699009) 27 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 Architec.t has (I) 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, ifin 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 another contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7' persistent failure to carry out the Work in accordance with the Contract Documents. ~ 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. ~ 9.6 PROGRESS PAYMENTS ~ 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. ~ 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner. ~ 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. ~ 9.6.4 Neither the Owner nor Architect shall have an obligation to payor to see to the payment of money to a Subcontractor except as may otherwise be required by law. ~ 9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. ~ 9.6.6 A Certificate for 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. Init. AlA Document A20FM -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970. 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No,1000333213_1 which expires on 12/6/2008, and is not for resale, User Notes: (1068699009) 28 ~ 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 ~ 9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount certified by the Architect, 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. ~ 9.8 SUBSTANTIAL COMPLETION ~ 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. ~ 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. ~ 9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. ~ 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. ~ 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. ~ 9.9 PARTIAL OCCUPANCY OR USE ~ 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Section 11.4.1.5 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. Init. AlA Document A20FM -1997. Copyright @ 1911. 1915, 1918, 1925, 1937, 1951,1958,1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA- Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion oj It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is notfor resale. User Notes: (1068699009) 29 ~ 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. ~ 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. ~ 9.10 FINAL COMPLETION AND FINAL PAYMENT ~ 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. ~ 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the O.wner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. ~ 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. ~ 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from: .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. ~ 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY ~ 10.1 SAFETY PRECAUTIONS AND PROGRAMS ~ 10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. Init. AlA Document A20pM -1997. Copyright @ 1911,1915,1918,1925, 1937, 1951. 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is notfor resale. User Notes: (1068699009) 30 ~ 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; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. ~ 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. ~ 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. ~ 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carryon such activities under supervision of properly qualified personnel. ~ 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in 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 of them, 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. ~ 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents: This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. ~ 10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its safety. ~ 10.3 HAZARDOUS MATERIALS ~ 10.3.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Architect in writing. ~ 10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be increased in the AlA Document A20pM -1997. Copyright @ 1911,1915,1918,1925, 1937, 1951. 1958, 1961, 1963, 1966. 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) 31 Init. amount of the Contractor's reasonable additional costs of shut-down, delay and start-up, which adjustments shall be accomplished as provided in Article 7. ~ 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect's consultants and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) and provided that such damage, loss or expense is not due to the sole negligence of a party seeking indemnity. ~ 10.4 The Owner shall not be responsible under Section 10.3 for materials and substances brought to the site by the Contractor unless such materials or substances were required by the Contract Documents. ~ 10.5 If, without negligence on the part of the Contractor, the Contractor is held liable for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred. ~ 10.6 EMERGENCIES ~ 10.6.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Section 4.3 and Article 7. ARTICLE 11 INSURANCE AND BONDS ~ 11.1 CONTRACTOR'S LIABILITY INSURANCE ~ 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor's operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: .1 claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be 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 insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from date of commencement of the Work until date of final payment and termination of any coverage required to be maintained after final payment. ~ 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior. written notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force after final payment and are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Section 9.10.2. Information concerning reduction AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958.1961,1963, 1966, 1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document Is protected by U.S. Copyright law and Internafional Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) 32 Init. of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor with reasonable promptness in accordance with the Contractor's information and belief. ~ 11.2 OWNER'S LIABILITY INSURANCE ~ 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. ~ 11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE ~ 11.3.1 Optionally, the Owner may require the Contractor to purchase and maintain Project Management Protective Liability insurance from the Contractor's usual sources as primary coverage for the Owner's, Contractor's and Architect's vicarious liability for construction operations under the Contract. Unless otherwise required by the Contract Documents, the Owner shall reimburse the Contractor by increasing the Contract Sum to pay the cost of purchasing and maintaining such optional insurance coverage, and the Contractor shall not be responsible for purchasing any other liability insurance on behalf of the Owner. The minimum limits of liability purchased with such coverage shall be equal to the aggregate of the limits required for Contractor's Liability Insurance under Sections 11.1.1.2 through 11.1.1.5. ~ 11.3.2 To the extent damages are covered by Project Management Protective Liability insurance, the Owner, Contractor and Architect waive all rights against each other for damages, except such rights as they may have to the proceeds of such insurance. The policy shall provide for such waivers of subrogation by endorsement or otherwise. ~ 11.3.3 The Owner shall not require the Contractor to include the Owner, Architect or other persons or entities as additional insureds on the Contractor's Liability Insurance coverage under Section 11.1. ~ 11.4 PROPERTY INSURANCE ~ 11.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder's risk" all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.4 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub- subcontractors in the Project. ~ 11.4.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect's and Contractor's services and expenses required as a result of such insured loss. ~ 11.4.1.2 If the Owner does not intend to purchase such property insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Contractor in writing prior to commencement of the Work. The Contractor may then effect insurance which will protect the interests of the Contractor, Subcontractors and Sub-subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, without so notifying the Contractor in writing, then the Owner shall bear all reasonable costs properly attributable thereto. ~ 11.4.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles. ~ 11.4.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. Init. AlA Document A20pM -1997. Copyright @ 1911,1915.1918,1925,1937,1951,1958,1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlAe Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlAe Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the'law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is notfor resale. User Notes: (1068699009) 33 ~ 11.4.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. ~ 11.4.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds. ~ 11.4.3 Loss of Use Insurance. The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. ~ 11.4.4 If the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. ~ 11.4.5 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, the Owner shall waive all rights in accordance with the terms of Section 11.4.7 for damages caused by fire or other causes of loss covered by this separate property insurance. All separate policies shall provide this waiver of subrogation by endorsement or otherwise. ~ 11.4.6 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Section 11.4. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days' prior written notice has been given to the Contractor. ~ 11.4.7 Waivers of Subrogation. The Owner and Contractor waive all rights against (I) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's consultants, separate contractors described in Article 6, if any, and any of their subcontractors, sub-subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.4 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors described in Article 6, if any, and the subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. ~ 11.4.8 A loss insured under Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.4.10. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. ~ 11.4.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach. If after such loss no Init. AlA Document A20FM -1997. Copyright @ 1911.1915,1918.1925,1937,1951, 1958, 1961, 1963, 1966, 1970. 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order NO.1 000333213_1 which expires on 12/6/2008. and is not for resale. User Notes: (1068699009) 34 other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7. ~ 11.4.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the Owner's exercise of this power; if such objection is made, the dispute shall be resolved as provided in Sections 4.5. ~ 11.5 PERFORMANCE BOND AND PAYMENT BOND ~ 11.5.1 The Owner shall have the right to require the Contractor to furnish bonds covering fai thful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. ~ 11.5.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy to be made. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK ~ 12.1 UNCOVERING OF WORK ~ 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Architect, be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. ~ 12.1.2 If a portion of the Work has been covered which the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. ~ 12.2 CORRECTION OF WORK ~ 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION ~ 12.2.1.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. ~ 12.2.2 AFTER SUBSTANTIAL COMPLETION ~ 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, or for such longer period as allowed by the payment and the performance bond, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.4. ~ 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual performance of the Work. Init. AlA Document A20FM -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958. 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) 35 ~ 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. ~ 12.2.3 The Contractor shall remove from the site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. ~ 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents. ~ 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. ~ 12.3 ACCEPTANCE OF NONCONFORMING WORK ~ 12.3.1 If the Owner prefers to accept Work which is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS ~ 13.1 GOVERNING LAW ~ 13.1.1 The Contract shall be governed by the law of the place where the Project is located. ~ 13.2 SUCCESSORS AND ASSIGNS ~ 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. ~ 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to an institutional lender providing construction financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. ~ 13.3 WRITTEN NOTICE ~ 13.3.1 Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by registered or certified mail to the last business address known to the party giving notice. ~ 13.4 RIGHTS AND REMEDIES ~ 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available bylaw. ~ 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. ~ 13.5 TESTS AND INSPECTIONS ~ 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Init. AlA Document A20pM -1997. Copyright @ 1911,1915,1918.1925,1937,1951,1958,1961,1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008. and is notfor resale. User Notes: (1068699009) 36 Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections or approvals which do not become requirements until after bids are received or negotiations concluded. ~ 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under 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. ~ 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 ofrepeated 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 ~ 13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date agreed upon in writing. ~ 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD ~ 13.7.1 As between the Owner and Contractor: .1 Before Substantial Completion. As to acts or failures to act occurring prior to the relevant date of Substantial Completion, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than such date of Substantial Completion; .2 Between Substantial Completion and Final Certificate for Payment. As to acts or failures to act occurring subsequent to the relevant date of Substantial Completion and prior to issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of issuance of the final Certificate for Payment; and .3 After Final Certificate for Payment. As to acts or failures to act occurring after the relevant date of issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of any act or failure to act by the Contractor pursuant to any Warranty provided under Section 3.5, the date of any correction of the Work or failure to correct the Work by the Contractor under Section 12.2, or the date of actual commission of any other act or failure to perform any duty or obligation by the Contractor or Owner, whichever occurs last. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT ~ 14.1 TERMINATION BY THE CONTRACTOR ~ 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: AlA Document A20pM -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966. 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AlAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) 37 Init. .1 issuance of an order of a court or other public authority having jurisdiction which requires all Work to be stopped; .2 an act of government, such as a declaration of national emergency which requires all Work to be stopped; .3 because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 904.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 the Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Section 2.2.1. ~ 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. ~ 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days' written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable overhead, profit and damages. ~ 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has persistently failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. ~ 14.2 TERMINATION BY THE OWNER FOR CAUSE ~ 14.2.1 The Owner may terminate the Contract if the Contractor: .1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. ~ 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Architect that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 accept assignment of subcontracts pursuant to Section 504; and .3 finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. ~ 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. ~ 14.2.4 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 Init. AlA Document A20FM -1997. Copyright @ 1911.1915,1918,1925.1937.1951, 1958, 1961. 1963. 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA- Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA- Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008. and is not for resale. User Notes: (1068699009) 38 may be, shall be certified by the Architect, upon application, and this obligation for payment shall survive termination of the Contract. ~ 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE ~ 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. ~ 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent: .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. ~ 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE ~ 14.4.1 The Owner may, at any time, terminate the Co~tract for the Owner's convenience and without cause. ~ 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall: .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. ~ 14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. AlA Document A20pM -1997. Copyright @ 1911, 1915. 1918, 1925, 1937. 1951. 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. 39 Unauthorized reproduction or distribution of this AlAe Document. or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 16:19:42 on 01/15/2008 under Order No.l000333213_1 which expires on 12/6/2008, and is not for resale. User Notes: (1068699009) " Init. SUPPLEMENTARY CONDITIONS to General Conditions (AlA 201) The following supplements modify the "General Conditions of the Contract for Construction," AIA Document A201, 1997. Where a portion of the General Conditions is modified or deleted by these Supplementary Conditions, the unaltered portions of the General Conditions shall remain in effect. Portions of AIA Document A201 form the basis of this supplement. Words that have been added to the wording of the original. document have been underlined (in this fashion) and words which have been struck through (4ft thio f~ohion) have been deleted. Words which have been neither underlined nor struck through have been reproduced verbatim from AIA Document A201. ARTICLE 3 - CONTRACTOR Add the following subparagraph: 3.1.4 The Construction Manaqer shall make every effort to eatinq and consumption of foods to desiqnated areas to infiltration of rodents and insects in the buildinq. limit avoid the the 3.1.5 Once the Roofinq Work has been completed, the Construction Manaqer shall limit smokinq to areas outside the buildinq. Smokinq inside the buildinq once the roofinq is completed will be ~rohibited. If anvone is cauqht smokinq inside the buildinq after the roofinq is completed they may be asked to leave the. premises. Repeated violations under this clause will be cause for permanent removal of the offendinq personnel from the Prolect. 3.1.6 The Construction Manaqer shall immediately remove from the Site, for the duration of the Pro; ect, any person makinq an inappro~riate reliqious, racial, sexual or ethnic comment, statement or qesturetoward any other individual. Add the following subparagraph: 3.4.4 The Owner may, by notice in remove from the Work any employee careless, disorderly or intemperate or or unfaithful to the work entrusted to writinq, require the Contractor to the Owner deems incompetent or in any other way disqualified for him. Add the following sentence to subparagraph 3.5.1: The Contractor shall save the Owner harmless aqainst any claim, demand, loss, or damaqe by any breach ..of this warranty, includinq reasonable attorneys fees and costs. Add the following sentence to subparagraph 3.9.1: The superintendent shall not be assiqned to any other pro;ect during the duration of the Construction Phase of this Contract. Add the following subparagraphs: 3.13.2 The Contractor shall plan operations so as to keep temporary construction from blockinq access to completed Work. If. however. conflict with normal traffic access occurs, the Contractor shall provide temporary bypass routinq until such temporary construction is removed. The Contractor shall remove all temporary construction from premises after it is no lonqer needed. 3.13.3 The Contractor operations with and secure portion of the site. shall coordinate all of approval from the Owner the Contractor's before usinq any 2 Add the following paragraph and subparagraph: 3.19 PERSONS AUTHORIZED TO SIGN DOCUMENTS 3.19.1 The Contractor, within five days after the earlier of the date of a notice to proceed or the date of the Aqreement between the Owner and Contractor, shall file with the Architect a list of all persons in his firm who are authorized to siqn documents such as contracts , certificates, and affidavits on behalf of the firm and to fullv bind the firm to all the conditions and provisions of such documents, except that in the case of a corporation he shall file with the Architect a certified COpy of a resolution. of the Board of Directors of the corporation in which are listed the names and titles of corporation personnel who are authorized to siqn documents on behalf of the corporation and to fully bind the corporation to all the conditions and provisions of such documents. ARTICLE 4 - ADMINISTRATION OF THE CONTRACT Add the following sub-subparagraphs: 4.3.5.1 Methods used in determininq adiustments to the Contract Sum will be those listed in Subparaqraph 7.3.3. 4.3.7.3 Determination of the amount of adiustment of the Contract Time shall be made in the manner described for Construction Chanqe Directives in Paraqraph 7.3. ARTICLE 5 - SUBCONTRACTORS Add the following to subparagraph 5.2.3: No increase in Contract Sum or Contract Time shall be allowed when obiection is made for any of the followinq reasons: ..:..l if the Owner or Architect has stated said obiection in wri tinq before the submission by the Contractor of the accepted proposal; ~ if said Subcontractor is unable to enter into and carry out his work under his proposed Subcontract; ..:...l if said Subcontractor fails to comply with all applicable laws; ~ if the proposed Subcontractor is not an on-qoinq business in the field of his proposed Subcontract; ~ if the proposed Subcontractor does not have a labor force and the means of supply compatible with the scope of the Subcontract. Add the following sentence to paragraph 5.3.1: Subparaqraphs Subcontracts Contractor. 9.3.3.1 & 9.3.3.2 shall be specifically included in all and purchase orders entered into or issued by the ARTICLE 6 - CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS Add the following subparagraphs: 6.2.6 Whenever the Contractor is required by the Contract Documents to recei ve items from another contractor or from the Owner for storaqe , erection or installation, the Contractor shall qive receipt for items delivered and thereafter shall be responsible for care, storaqe and any necessary replacement of the item or items received. 6.2.7 When items of work are indicated as "NIC" (not in contract), or to be furnished and installed under other contracts, all preparation of openinqs, provision of backinq, and other similar requirements for receipt of such "NIC" work shall be furnished bv the Contractor, who shall properly form and otherwise prepare the Work in a satisfactory manner to receive such "NIC" work. ARTICLE 7 - CHANGES IN THE WORK Add the following sentence to subparagraph 7.1.1: The Owner may order such chanqes in the Work without notice to the sureties. Add the following subparagraphs: 7.2.3. If, and to the extent, the chanqe involves work of one or more subcontractors, the overhead and profit component for subcontractors shall be fifteen percent (15%) and the overhead and profit component for. the Construction Manaqer shall be seven percent (7%) of the amount allocable for subcontracted work. I f the chanqe involves only work of the Construction Manaqer (includinq General Conditions), the component for overhead and profit shall be fifteen percent (15%). 7.2.3.1. The overhead and profit for any chanqe shall be applied to the net cost of the chanqe, after all applicable savinqs and credits have been applied. 7.2.3.2. The overhead and profit component for anv chanqe includes the cost of bonds and insurance. ARTICLE B - TIME Add the following sub-sub-paragraphs: 8.2.1.1 Date of Commencement of the Construction Phase of the Work: Upon receipt of Notice to Proceed (NTP) 8.2.1.2 Date of Final Completion of the Construction Phase: 63 calendar after the Date of Substantial Completion Modify subparagraph 8.2.3 as follows: 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve specific contractual milestone dates (if any), Substantial Completion, and final completion wi thin the Contract Time. times stated in the Contract Documents. Attention is directed to the fact that the Work is urqently needed bv the Owner. Add the following sub-subparagraphs: 8.2.3.1 If Work actually in place falls behind the currently updated and approved Schedule and it becomes apparent from the current Schedule that the Work will not be completed within the Contract Time, the Contractor shall take whatever actions are necessary to eliminate the laq in proqress and shall provide to the Architect a revised Schedule showing how he intends to do so. Failure of the Contractor to substantially comply with the approved Schedule shall be qrounds for termination. 8.2.4 The Construction Manaqer shall commence construction of the scope of the Proiect within ten (10) days after receipt of the Notice-to- Proceed. 8.2.5. The Construction Manaqer shall, within fourteen (14) calendar days followinq approval of the GMP , submit to the Owner a proiect Construction Schedule , in Critical Path Method format (or CPM) , for his construction/erection scope of proiect. The Owner will review the Construction Manaqer's Proiect Construction Schedule to determine if it meets the proiect requirements. 3 8.2.6.4. The Construction Manaqer shall review, on a weeklv basis, actual status of the proiect aqainst the Construction Schedule. Construction Manaqer shall discuss the status of the proiect weeklv the Architect, so that proper overall manaqement may be provided. the The with 8.2.6. The Construction Schedule shall include all pertinent dates and periods for timely completion of the proiect. 8.2.6.1. The Construction Schedule shall include and properly coordinate dates for performance of all divisions of the work. includinq completion of off-Site requirements and tasks. so that the work can be completed in a timely and orderly fashion consistent with the required dates of Substantial Completion and Final Completion. 8.2.6.2. The Construction Schedule shall include the Date of the Notice- to-Proceed, the date of Substantial Completion and the date of Final Completion; any quideline and milestone dates required by the Owner; any applicable subcontractor and supplier sub-schedules; a submittal schedule which allows sufficient time for review of documents and submittals; the complete sequence of construction by activity. with dates for beqinninq and completion of each element of construction; and required approval dates. 8.2.6.3. BY reviewinq the Construction Schedule, the Owner and Architect do not assume any of the Construction Manaqer'S responsibility that the Construction Schedule be coordinated or complete; or for timely and orderly completion by the required dates of Substantial Completion, Final Completion and any milestone dates required by the. Owner. 8.2.7. If at any time the Construction Manaqer anticipates that performance of the work will be delayed or in fact has been delayed, the Construction Manaqer shall immediately notify the Architect of the probable cause of and effect from the delay, and possible alternatives to minimize the delay; and take all corrective actions reasonably necessary to deliver the proiect by the required dates of Substantial Completion and Final Completion, and other milestone dates required by the Owner. 8.2.8. The Construction Manaqer shall determine and promptly notify the Architect in writinq when it believes adiustments to the required dates of Substantial Completion or Final Completion, or other milestone dates required by the Owner, are necessary, but no such adiustments shall be effective unless approved in writinq by the Owner. 8.2.9. The Construction Manaqer may attempt to achieve' Substantial Completion before the required date of Substantial Completion. However, such planned early completion shall be for the Construction Manaqer's sole convenience and shall not create any additional Construction Manaqer riqhts or Owner obliqations under this Contract for General Construction Manaqement Services, nor shall it chanqe the required dates of Substantial Completion or Final Completion. The Owner shall not pay the Construction Manaqer any additional compensation for achievement of Substantial Completion or Final Completion prior to the required dates nor will the Owner owe the Construction Manaqer any compensation should the Owner cause the Construction Manaqer not to achieve Substantial Completion earlier than the required date of Substantial Completion or Final Completion earlier than the required date of Final Completion. 8.2.10. The Construction Manaqer may propose modifications to the required dates of Substantial Completion or Final Completion. The Owner may, but is not required to, accept the Construction Manaqer's proposal. Modifications to the required dates of Substantial Completion or Final Completion shall be accomplished only by duly authorized and accepted chanqe order statinq the new dates and confirmation that all references in this Contract for General Construction Manaqement Services to the required dates of Substantial Completion or Final Completion shall thereafter refer to the dates as modified, and all riqhts and obliqations , includinq the Construction Manaqer's liability for actual 4 damaqes. delay damaqes and liquidated damaqes, shall be determined in relation to the dates as modified. 8.2.11. The Construction Manaqer shall provide documents to the Architect for review in accordance with the schedule requirements and with sufficient lead time to allow the Architects reasonable time for review. 8.2.12. The date for achievinq Substantial Completion or. as applicable, final completion will not be extended due to bad weather (exceptinq bad weather which precludes access to the proiect site) after the proiect is enclosed or for nOrmal bad weather. The time for Substantial Completion as stated in the Contract includes an allowance for Workinq days (Monday throuqh Friday) on which the Construction Manaqer aqrees that he may expect to lose Workinq days due to bad weather as determined by the Auqusta Airport at Bush Field. in accordance with the followinq table. on Work to be performed out-of-doors. January 10 days July 4 days February 10 days August 2 days March 7 days September 2 days April 6 days October 3 days May 4 days November 5 days June 3 days December 9 days At the time the proiect is enclosed. if the total accumulated number of Workinq days lost due to weather exceeds the total accumulated number derived from the table above, time for completion shall be extended by such excess. No chanqe in the Contract Amount will be authorized because of adiustment of contract time due to weather. ARTICLE 9 - PAYMENTS AND COMPLETION Add the following sub-subparagraph: 9.3.1.3 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if (1) before makinq the payment. the Contractor included them in an Application for Payment and received payment therefor from the Owner, or (2) the Owner has deposi ted funds with the Contractor with which to make payments; otherwise. cash discounts shall accrue to the Contractor. Trade discounts. rebates. refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Contractor shall make provisions so that they can be secured. Amounts which accrue to the Owner shall be credited to the Owner as a deduction from the Cost of the Work. 9.3.1.4 With each Application for Payment, the Contractor shall submit to the Owner (1) a summary of invoices of all Subcontractors and materials suppliers who have performed Work or delivered materials for the Work covered by the Application for Payment, or as otherwise required by law. (2) a waiver of lien properly executed by each maior. Sub- contractor with contracts in excess of $ 50,000.00 who has performed Work on or supplied materials to the Work covered by the Application for Payment, and (3) an affidavit and lien waiver executed by the Contractor. Add the following subparagraphs: 9.3.3.1 The Contractor waives any riqht he may have to file any type of lien in connection with the Work. 9.3.3.2 The Contractor aqrees to keep the Work and the site of the proi ect free and clear of all liens related to labor and materials furnished in connection with the Work, if permitted by law. If any such lien is filed or there is evidence to believe that any lien may be filed at any time durinq the proqress of the Work or the duration of this Contract, the Contractor, within ten days after demand therefor by the Owner. shall furnish satisfactory evidence that the indebtedness and any lien in respect thereof has been satisfied. discharqed and released of record, or that the Contractor has leqally caused such lien to be 5 released of record pendinq the resolution of any dispute between the Contractor and the person or persons filinq such lien. If the Contractor shall fail to furnish such satisfactory evidence within ten days of the demand therefore, the Owner may discharqe such indebtedness and deduct the amount thereof, toqether with any and all losses, costs, damaqes and attorney's fees suffered or incurred by the Owner from any sum payable to the Contractor under the Contract Documents, includinq but not limited to final payment and retained percentaqe. Modify sub-subparagraph 9.5.1.7 as follows: .7 pcroiotcnt failure or refusal of the Contractor to carry out the Work in accordance with the Contract Documents, includinq schedulinq, pro;ect manaqement, or coordination requirements; Add the following sub-subparagraphs to subparagraph 9.5.1: ~ liens filed for any portion of the Work, or ~ failure of the Contractor to substantially comply with provisions of Paraqraph 8.2.3. Modify subparagraph 9.5.2 as follows: 9.5.2 When the above reasons for withholding certification are removed, as determined solely by the Architect, certification will be made for amounts previously withheld. Add the following sentences to subparagraph 9.6.1: The Owner will retain ten percent (10%) of the amount of all proqress payments until the Work is finally completed and accepted, whether or not the Owner has occupied any or all of the Pro; ect before such time. However, if the' Owner, at any time after 50 percent of the Work has been completed, finds that satisfactory proqress is beinq made, he mav authorize payment to the Contractor in full of each proqress payment for Work performed beyond the 50 percent staqe of completion. Add new sub-subparagraph: 9.6.1.1 No proqress payments will be made after the scheduled date of Substantial Completion until such time that the Certificate of Substantial Completion is issued by the Architect. 9.6.1.2 Sub;ect to limitations of the GMP, and provided all conditions precedent have been satisfied, within sixty (60) days of execution of Substantial Completion of the Pro;ect, Owner may pay Construction Manaqer sum due the Construction Manaqer includinq retainaqe less two hundred percent (200%) of the reasonable cost for all incomplete work, Correctinq and brinqinq into conformance all defective and nonconforminq work, and handlinq all unsettled claims. Add the following sentences to subparagraph 9.6.2: The Contractor shall not withhold from any Subcontractor' sums due the Subcontractor for completed Work which has been paid for by the Owner. Sums withheld by the Owner from the Contractor for deficiencies solely attributable to the Contractor shall not be qrounds for the Contractor to withhold sums due to any Subcontractor. Add the following subparagraphs: 9.9.4 Should the Pro;ect. or any portion thereof, be incomplete at the scheduled date of Substantial Completion, the Owner shall have the riqht to occupy any portion of the Pro;ect. The Contractor shall not interfere in any way with said normal full use of the Pro; ect . The Contractor shall not be relieved of any responsibilities of the Contract, includinq the required times of completion. Such occupancy by the Owner does not. in itself, constitute either Substantial Completion or final completion. 6 10.2.5.1 When such remedv of damaqe or loss involves patchinq, or replacement the Contractor shall perform that remedv satisfaction of the Architect, the owner of the propertv damaqed, authorities havinq iurisdiction. repair. to the and the 9.9.5 If the Owner exercises his riqhts under Subparaqraph 9.9.4 and occupies the full proiect, then there shall be no liquidated damaqes on account of failure on the Contractor's part to provide Substantial Completion from that date forward. Add the following to subparagraph 9.10.2: The Owner may withhold from the final payment anv sum that the Owner has reason to believe mav be needed to satisfv anv lien, claim or threat of lien arisinq from the Work. The Owner mav deduct from the final payment an amount equal to anv costs, expenses and attornevs' fees incurred bv the Owner in removinq or discharqinq anv liens arisinq from the Work. Add the following clauses to subparagraph 9.10.4: ~ damaqes incurred bv the Owner resultinq from lawsuits brouqht aqainst the Owner, the Architect. or their aqents, emplovees or representatives because of failures or actions on the part of the Contractor, the Contractor's Subcontractors. Sub- subcontractors. or anv of their emplovees, aqents or representatives. -:2 faultv or defective Completion. Work appearinq after Substantial Add the following paragraph and subparagraphs: 9.11 LIQUIDATED DAMAGES 9.11.1 Should the Contractor fail to substantiallv complete the Work on or before the date stipulated for Substantial Completion (or such later date as mav result from extension of time qranted bv the Owner) , the Contractor shall pay the Owner, as liquidated damaqes, the sum of $500.00 for each consecutive day that terms of the Contract remain unfulfilled bevond the date allowed by the Contract. which sum is aqreed upon as a reasonable and proper measure of damaqes which the Owner will sustain bv failure of the Contractor to substantiallv complete the Work within the time stipulated. Contractor acknowledqes that actual damaqe to Owner for late completion would be difficult to estimate accuratelv and that the liquidated damaqes specified herein represent a reasonable qood faith approximation of the Owner's anticipated damaqes. In no wav shall costs for liquidated damaqes be construed as a penaltv on the Contractor. 9.11.2 The Owner shall retain from final payment or anv remaininq retained percentaqe otherwise to be paid the Contractor amounts necessary to compensate the Owner for liquidated damaqes for which the Contractor is liable. If the final payment and remaininq retained percentaqe are not sufficient to cover the liquidated damaqes the Contractor shall pav the Owner the damaqes remaininq. ARTICLE 10 - PROTECTION OF PERSONS AND PROPERTY Add new sub-subparagraphs: 10.2.5.2 In the event that local authorities havinq iurisdiction require that repairinq, patchinq or replacinq of their facilities be done with their own labor and materials, the Contractor shall abide bv such requlations and pav for such construction. ARTICLE 11 - INSURANCE AND BONDS Add the following subparagraph: 7 11.1.4 See Article 8 of Aqreement with Construction Manaqer (AlA Document Form 121 CMc) for additional requirements. Add the following sub-subparagraph: 11.4.1.6 The Contractor is required to purchase and maintain the Property Insurance (Builders Risk) and shall be obliqated for UP to $10,000.00 deductible. as included in the General Conditions cost included in the Contract. under such policy. any deductible amounts in excess of of that will be considered a Cost of the Work Add the following subparagraphs: 11.5.3. The Construction Manaqer shall deliyer any required bonds and powers of attorney to the Owner prior to commencement of the work. 11.5.4. The bondinq company that issues the bonds must be reqistered with The Surety Association of America (SAA). ARTICLE 12 - UNCOVERING AND CORRECTION OF WORK Add the following sentence to subparagraph 12.2.1.1: The Contractor shall commence correction of the Work within five days after the date of written notice from the Architect. Add the following sub-subparagraph: 12.3.1.1 At the Owner I s option, he mav elect to accept payment in materials or services, in lieu of a reduction in the Contract Sum. ARTICLE 13 - MISCELLANEOUS PROVISIONS Add new sub-subparagraph: 13.1.2 If any provision of the Contract is held as a matter of law to be unenforceable or unconscionable, the remainder of the Contract shall be enforceable without such provision. Delete subparagraph 13.4.2 and add the following: 13.4.2 Exce~t as may be specifically aqreed in writinq, the failure of the Owner, the Architect or the Contractor to insist in anyone or more instances upon the strict performance of anyone or more of the provisions of this Contract, or to exercise any riqht herein contained or provided by law. shall not be construed as a waiver or relinquishment of the performance of such provision or riqht(s) or of the riqht to subsequentlY demand such strict performance or exercise such riqht (s) , and the riqht(s) shall continue unchanqed and remain in full force and effect. ARTICLE 14 - TERMINATION OR SUSPENSION OF THE CONTRACT Add the following subparagraphs: 14.2.1.5 If the Contractor refuses or fails to prosecute the Work or any separable part thereof with such diliqence as will ensure the Substantial Completion of the Work within the Contract Time; 14.2.1.6 If the Contractor is in material default in carryinq out any provisions of the Contract for a cause within his control; 14.2.1.7 If the insolvency, bankruptcy or other financial distress of the Contractor threatens delay in the completion of the Work. 8 9 Add the following subparagraph: 14.2.5 If, after the Contractor has been terminated for cause. it is determined that none of the causes for such termination exist. then such termination shall be considered a termination for convenience. Add the following subparagraph: 14.3.3 No claim bv the Contractor for an equitable adiustment for suspension shall be allowed if asserted after final payment under this Contract or if not claimed in accordance with the procedure set forth in Paraqraph 4.3. End of Supplementary Conditions for General Conditions AlA 201