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Home My WebLink AboutCDC/2005-17 RESOLUTION NO. CDC/ 2005-17 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A CONSTRUCTION CONTRACT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND INLAND ACOUSTICS, INC. FOR THE IMPROVEMENTS TO THE CALIFORNIA THEATRE 3 4 5 6 WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency") i 7 a community redevelopment agency duly created, established and authorized to transact busines 8 and exercise its powers, all under and pursuant to the California Community Redevelopmen 9 Law, (the "CRL") codified under Division 24, Part I of the California Health and Safety Cod 10 commencing at Section 33000; and 11 WHEREAS, the Agency owns the California Theatre of the Performing Arts (th 12 "Theatre") and the Agency desires to cause the Theatre to be improved in accordance with th 13 plans and specifications ("Improvements") as approved by the City of San Bernardino Buildin 14 and Safety Division; and 15 WHEREAS, in order to construct said Improvements, on March 23, 2005, the Agenc 16 solicited bids for the construction of the Improvements to the Theatre in accordance with th 17 Public Contracts Code and the Agency received three (3) competitive bids; and 18 WHEREAS, Inland Acoustics, Inc. (the "Contractor"), was determined to be the Iowan 19 responsible qualified bidder and the Agency desires to retain the services of the Contractor t 20 perform said Improvements in accordance with the terms and conditions of the constructio 21 contract attached hereto and incorporated herein by said reference (the "Contract"). 22 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER. AS FOLLOWS: 23 24 25 Section 1. The Commission hereby approves the Contract between the Agency and Contractor attached hereto and incorporated herein by reference. -1- P:\Ac:endas\RelOlutlons\Resolutlonr\1005\OS-OS-Ol C.Ufornia Theatre-Award ofContntt Reto.doc Section 2. The Executive Director of the Agency is hereby authorized to execute the 2 Contract on behalf of the Agency in substantially the form attached hereto, together with such changes 3 therein as may be approved by the Executive Director and Agency Counsel. The Executive Director or 4 such other designated representative of the Agency is further authorized to do any and all things and take 5 any and all actions as may be deemed necessary or advisable to effectuate the purposes of the Contract, 6 including making non-substantive modifications to the Agreement. The Resolution shall become effective immediately upon its adoption. 7 Section 3. 8 /II 9 /II /II 10 1/1 11 /II 12 /II 13 /II 14 /II 15 /II 16 /II 17 /II 18 /II 19 /II 20 /II 21 1/1 22 /II 23 /II 24 /II 25 1/1 1/1 -2- r:\Actndl.\Resolutions\RtlolutloDs\100!ll\05-05-02 canrornll Tbutre-Awud of Contra~t Reso.doc 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A CONSTRUCTION CONTRACT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND INLAND ACOUSTICS, INC. FOR THE IMPROVEMENTS TO THE CALIFORNIA THEATRE 3 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the joint Community Development Commission of the City of San Bernardino at a regular_meeting 6 7 thereof, held on the 2nd day of May , 2005, by the following vote to wit: 8 Commission Members: Abstain Absent Ayes Nays 9 ESTRADA x 10 LONGVILLE x - 11 MCGINNIS x DERRY x 12 KELLEY x 13 JOHNSON X 14 MC CAMMACK X 15 - 16 18 The foregoing resolution is hereby approved this 'Iii ,2005. 17 19 20 a ( [L______ Va es, Chairperson unity Development Commission City of San Bernardino 21 22 Approved as to form and Legal Content: 23 24 By: 25 -3- P:\Actnda.\Re.olutioD.\Re.olutlon.\2005\OS-OS-02 canfomb Thutre-Alurd or Coatuc:t Rel..doc: ORIGINAL REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO PUBLIC WORKS PROJECT CONTRACT (Interior Building Work on the Second Floor ofthe California Theatre Including Asbestos and Lead-Based Paint Abatement, Interior Demolition and Renovation and Construction) THIS PUBLIC WORKS PROJECT CONTRACT (the "contract" or "Contract"), is made and entered into as of this 2nd day of May, 2005, by and between Redevelopment Agency of the City of San Bernardino (referred to herein as the "Owner" or the "Agency") and Inland Acoustics Inc., a California corporation (the "Contractor"). WITNESSETH: THAT THE PARTIES HERETO HAVE MUTUALLY COVENANTED AND AGREED, AND BY THESE PRESENTS DO COVENANT AND AGREE WITH EACH OTHER AS FOLLOWS: 1. THE CONTRACT DOCUMENTS. This Contract incorporates by reference the following documents which are collectively referred to herein as the Contract Documents: Notice of Inviting Bids; and Bid and Contract Document Package With Standard Project Construction Plans and Specifications issued March 27, 2005; and the Contractor's/ Bidder's Proposal Incorporating Related Bidder's Documents Contractor's/ Bidder's Proposal (Bid Form), as submitted by the Contractor to the Agency on April 12,2005, and accepted by the Agency on May 2,2005, as evidenced by the signature of the Agency's authorized representative at page 14 ofthis Contract; and the Performance Bond; and the Labor and Material Bond; and Construction Drawing Sheets, as identified below in the table: SHEET SHEET NAME DATED NO. A - 1.0 Overall Floor Plan - 1 st Level 11/9/04 A-2.0 Overall Floor Plan - 2M Level 11/9/04 A-3.0 Demolition Plan - 2"G Level 11/9/04 A-3.1 Demolition Plan - Office Area 1 st Level 11/9/04 A - 3.2 Demolition Plan - Elevator Area 1 st Level 11/9/04 A - 3.3-3.5 Asbestos and Lead Paint 12/27/04 A-4.0 Partial Floor Plan - 1 st and 2M Levels 11/9/04 A-4.1 Partial Floor Plan - Elevator/Office Area - 1 st Level 11/9/04 A-5.0 Ceiling Plan - 1 st and 2M Levels 11/9/04 A-6.0 Interior Elevations 11/9/04 A-7.0 Architectural Details 11/9/04 A-8.0 Finish Plan - 2M Level 11/9/04 B - 1.0 Restrooms Demolition Plan - 2"a Level 11/9/04 B-2.0 Restrooms Floor Plan - 2nG Level 11/9/04 B-3.0 Restrooms Reflected Ceiling Plan - 2"a Level 10/19/04 4821-2204-6720.1 Redevelopment Agency of the City of San Bernardino Project: California Theatre 562 West 4th Street (Renovation 2nd Floor Banquetl Lecture - Prevailing Wages) Page 1 B-4.0 Restrooms Elevations - 2na Level 11/9/04 EL-l Elevator Plan 11/9/04 ASI Accessible Standards and Requirements 11/9/04 AS2 Accessible Standards and Requirements 11/9/04 AS3 Accessible Standards and Requirements 11/9/04 AS4 Accessible Elevator Standards 2/1/04 K-l Food Service Area Equipment Plan 11/18/04 SGN Structural General Notes 11/9/04 S-1 Framing Plan 9/7/04 S-2 Building Sections 11/18/04 SDl Structural Details 11/10/04 SD2 Structural Details 11/10/04 EI Electrical Specifications 10/19/04 E2 Electrical General Notes & T24 Compliance Forms 11/ 10/04 E3 Electrical Power Plan - I st and 2na Levels 10/19/04 E4 Electrical Lighting Plan - 1 st and 2nu Levels 10/19/04 E5 Electrical Power Plan - 2na Level 10/19/04 E6 Electrical Lighting Plan - 2nd Level 10/19/04 M-l Mechanical General Notes 10/19/04 M-2 Mechanical Schedules & T24 Compliance Forms 10/19/04 M-3 Mechanical Plan - 2na Level 10/19/04 M-4 Mechanical Plan - 1 st & 2nu Levels 11/15/04 M-5 Mechanical Details 10/19/04 P-I Plumbing Notes, Specifications & Schedules 10/19/04 P-2 Plumbing Plan - 200 Level 10/19/04 P-3 Plumbing Plan - 2nd Level 10/19/04 P-4 Plumbing Isometrics 10/19/04 ; and The Contract Documents also include the following which are incorporated herein by this reference: Instructions to Contractor's/ Bidders, Contractor's Bidder's Proposal Guaranty (Bid Bond), the Bid Bond, as submitted by the Contractor, Contractor's/ Bidder's Certification Concerning Labors Standards and Prevailing Wage Requirements, Contractor's / Bidder's Certification Concerning Equal Employment Opportunity, Contractor's/ Bidder's Certification Concerning "Section 3" Clause, Contractor's/ Bidder's and Vendors Certification Concerning Affirmative Action Policy, Contractor's/ Bidder's Certification Concerning Nonsegregated Facilities, Contractor's/ Bidder's Certification Concerning Disadvantaged Business Enterprises (DBE) Information Good Faith Efforts, Contractor's/ Bidder's Certification Concerning No Suspension and Debarment Requirements for Public Works Contracts Under the Public, Contracts Code and for all Contracts over $25,000 (49 CFR 29), Contractor's/ Bidder's Certification Concerning Trade Restrictions, Contractor's / Bidder's Certification Concerning Worker's Compensation Insurance, Contractor's/ Bidder's Certification Concerning Clean Air and Water Pollution Control, Contractor's/ Bidder's Certification Concerning Designation of Subcontractors, Contractor's/ Bidder's Certification Relating to Campaign Contributions, Non-Collusion Affidavit, Contractor's/ Bidder's Certification Concerning Buy American, Subcontractor's/ Bidder's Statement of Experience, Subcontractor's Certification Concerning Labors Standards and Prevailing Wage Requirements, Subcontractor's / Bidder's Certification Concerning Equal Employment Opportunity, the Noncollusion Affidavit, the Certification of Insurance Coverage, copies of State of California Contractor's Licenses, 4821-2204-6720.1 Redevelopment Agency of the City of San Bernardino Project: California Theatre 562 West 4th Street (Renovation 2nd Floor Banquetl Lecture - Prevailing Wages) Page 2 worker's compensation insurance, liability insurance policy coverage as set forth in the Contract, the general conditions including without limitation, the general provisions of Part 1 of the Standard Specifications for Public Works Construction (current edition) as modified and in use by the City of San Bernardino for the construction and installation of public works administered by the Development Services Department of the City (the "Greenbook"), the special conditions, the detail specifications as noted on each of the Construction Drawing Sheets, and the regulations, ordinances, codes, and laws incorporated therein, or in this Contract by reference or otherwise applicable to the work, and each Addendum to the Notice Inviting Bids. All of the Contract Documents identified above, and the text of this Contract are intended to cooperate and be construed together so that any work called for in one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents. 2. THE WORK. Contractor agrees to furnish all tools, apparatus, facilities, equipment, labor and materials (except that specifically mentioned as being furnished by others) necessary to perform and complete the work set forth in the Contract Documents in a good and workerlike manner as called for, and in the manner designated in, and in strict conformity with the Contract Documents. A set of the Contract Documents which has been identified by the initials of the representative of the parties to this Contract is on file with the Agency and are, collectively, entitled: Redevelopment Agency of the City San Bernardino CALIFORNIA THEATRE PROJECT - 562 WEST 4TH STREET, SAN BERNARDINO 3. CONTRACT PRICE. The Agency agrees to pay and the Contractor agrees to accept, in full payment for the work above agreed to be done, the following compensation, to-wit: The sum of One Million Three Hundred Ninety Three Thousand Thirty Nine Dollars ($1,393,039). This figure of $1,393,000, includes all elements of the work identified as Bid Schedule Alternative Number 1 through Number 8, inclusive, as set forth in the Contractor'slBidder's Proposal and Bidding Schedule as submitted by the Contractor to the Agency on April 12, 2005 and as accepted by the Agency. For the purpose of fixing the amount of bonds referred to in Paragraph 27 of the Instructions to Contractors/ Bidders, the total contract price is $1,393,039.00. 4. DISPUTES PERTAINING TO PAYMENT FOR WORK. Should any dispute arise respecting the true value of any work done or any work omitted, or of any extra work which the Contractor may be required to do, or respecting the size of any payment to the Contractor during the performance of this Contract, said dispute shall be considered by the parties in accordance with applicable provisions of the Contract Documents, including the Greenbook, and the Public Contracts Code. Under no condition shall there be a cessation of work by the Contractor during any such dispute. This section does not exclude recovery of damages by either party for delays. 5. PAYMENT. Not later than the 20th day of each calendar month, the Contractor shall make a partial payment request to the Agency on the basis of an estimate approved by the Architect and Agency of the work performed since the last partial payment request during the preceding month by the Contractor with (10%) ten percent of the amount of each such estimate retained by the Agency, until completion of the work and the recordation of a Notice of Completion of all work covered by this Contract. The Agency shall make any partial payments provided for in this contract to the Contractor within thirty (30) days of the Agency's receipt of an undisputed and properly executed partial payment request from the Contractor. The Agency shall pay the Contractor interest on the amount of any portion of a partial payment, excluding retention amounts, not made to the Contractor within thirty (30) days of the Agency's receipt of an undisputed and properly executed partial 4821-2204-6720.1 Redevelopment Agency of the City of San Bernardino Project: California Theatre 562 West 4th Street (Renovation 2nd Floor Banquet! Lecture - Prevailing Wages) Page3 payment request from the Contractor at the legal rate set forth in California Code of Civil Procedure Section 685.010. Upon receipt of a partial payment request from the Contractor, the Agency shall review the partial payment request for the purpose of determining whether or not the partial payment request is a proper partial payment request. Any partial payment request determined by the Agency not to be a proper partial payment request suitable for payment shall be returned to the Contractor by the Agency within seven (7) days of the Agency's receipt of such partial payment request. A partial payment request returned to the Contractor by the Agency under the provisions of this section shall be accompanied by a written document setting forth the reason(s) why the partial payment request is not proper. The number of days for the Agency to make a certain partial payment provided for in this Contract, without incurring interest pursuant to this section, shall be reduced by the number of days by which the Agency exceeds the seven (7) days return period for such partial payment request, if determined to be improper, as set forth in this section. For the purposes of this section, a "partial payment" means all payments due to the Contractor under this contract, exclusive of that portion of the final payment designated as retention earnings. Also, for the purposes of this section, a partial payment request shall be considered properly executed by the Agency, if funds are available to pay the partial payment request and payment is not delayed due to an audit inquiry by the Agency's financial officer. The Agency will release Contractor's retention earnings within forty-five (45) days afterrecordation of Notice of Completion, as defined in California Civil Code Section 3093. Recordation ofa Notice of Completion for the work by the Agency shall constitute the Agency's acceptance of the work. 6. LIENS. Contractor shall promptly pay all valid bills and charges for material, labor, equipment or otherwise in connection with or arising out of the performance of this Contract, and will hold the Agency free and harmless against all stop notices, liens and! or claims of lien for material, labor or equipment filed against the Agency or the work or any part thereof, and from and against all expenses and liability in connection therewith, including, but not limited to, court costs and attorney's fees resulting or arising therefrom. In the event any stop notice, lien and! or claim of lien is filed for record against the Agency, the work, or the real property, or in the event that the Agency receives notice of any unpaid bill or charge in connection with the performance of this Contract, the Contractor shall forthwith either pay and discharge such stop notice, lien and! or claim of lien and cause same to be released of record, or Contractor shall furnish the Agency with proper indemnity, either by satisfactory corporate surety bond issued by a California admitted surety company or other satisfactory security. 7. TIME FOR COMPLETION. All work under this contract shall be completed within a period of one hundred forty-nine (119) calendar days from the date of the Contractor's receipt of Notice to Proceed from the Agency. 8. EXTENSION OF TIME. Subject to the provisions of Section 9, the Contractor is delayed by acts of negligence of the Agency, or its employees or agents, or by changes ordered by the Agency in the work, or by strikes, lockouts, fire, unavoidable casualties, or any causes beyond the Contractor's control, or by delay authorized by the Agency, or by any justifiable cause which the Agency shall authorize, then the Contractor shall make out a written claim addressed to the Agency setting forth the reason for the delay and the extension of the time requested and forward a copy of the claim to the Agency for approval. The Agency will evaluate the claim and if the claim for an extension of time is justifiable, the Agency will approve such an extension for an authorized delay. No such extension of time for an authorized delay will be allowed unless written claim therefore has been made within three (3) days after the delay became apparent. 9. LIQUIDATED DAMAGES FOR DELAY. If the Contractor is unable to complete the work within the specified time (e.g. on or before September 30, 2005), the Contractor agrees to pay to the Agency as liquidated damages for such delay, the sum of $250.00 for each consecutive calendar day, until the work has been completed pursuant to the terms of this Contract. Work time extension of an additional fifteen (15) days will only be granted to the Contractor if delay occurs due to "Act of God", such as rain, earthquake, wind, and/ or strikes, material shortage, compliance with laws or regulations or riots. 4821-2204-6720.1 Redevelopment Agency of the City of Sa n Bernardino Project: California Theatre 562 West 4th Street (Renovation 2nd Floor BanqueU Lecture - Prevailing Wages) Page 4 10. INDEMNIFICATIONS AND HOLD HARMLESS. The Contractor shall defend, indemnify, protect and hold free and harmless the Agency, its officers, employees, and agents from and against any and all actions, suits, proceedings, claims, demands, losses, costs, injuries to or death of any person or persons and expenses, including attorney's including attorney's fees, for injury or damage of any type claimed which is brought by any individual or entity, whether public or private, as a result of the acts, errors or omissions of the Contractor, its officers, employees, agents, and its Subcontractors arising from or related to performance of the work required hereunder to complete the work. 11. INSURANCE. The Contractor shall procure and maintain insurance policies meeting the minimum requirements set forth below. Insurance shall be provided by Califomia admitted insurance companies with a Best's Insurance Guide current edition rating of not less than "B(vii)". Certificates evidencing insurance coverage shall be delivered to the Agency for each policy required herein prior to commencement of any work. All insurance certificates shall name the Agency as an additional insured and provide for thirty (30) days prior to written notice of cancellation to the Agency. a. Comprehensive General Liability Insurance. The Contractor shall maintain comprehensive general liability insurance of not less than a One Million Dollars ($1,000,000) limit for each single occurrence claim and a Two Million Dollars ($2,000,000) aggregate limit for all claims. The Contractor must provide comprehensive general liability policy of insurance with an appropriate endorsement for builders course of construction and fire casualty loss. b. Automobile Insurance. The Contractor shall maintain comprehensive automobile liability insurance of not less than One Million Dollars ($1,000,000) combined single limit per occurrence. c. Worker's Compensation. The Contractor shall maintain worker's compensation coverage in accordance with the Laws of the State of California for all workers under it employ and Subcontractors performing the work required herein. 12. LABOR PROVISIONS. a. Minimum Wages and Prevailing Wages. (1) All laborers and mechanics employed or performing any work shall be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR Part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1 (b )(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to laborers or mechanics, subject to the provisions of subparagraph a.(4) below; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in paragraph d. of this clause. Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under a.(2) of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the Contractor and its Subcontractors at the site of the work in a prominent and accessible place where it can easily be seen by the workers. 4821-2204-6720.1 Redevelopment Agency of the City of San Bernardino Project: California Theatre 562 West 4th Street (Renovation 2nd Floor Banquet! Lecture - Prevailing Wages) Page 5 (2) (i) Any class oflaborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The Agency shall approve an additional classification and wage rate and fringe benefits therefor only when the following criteria have been met: (A) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (B) The classification is utilized in the area by the construction industry; and (C) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (ii) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the Agency agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the Agency to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, D.C. 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within thirty (30) days of receipt and so advise the Agency or will notify the Agency within the 30-day period that additional time is necessary. (iii) In the event the Contractor, the laborers or mechanics to be employed in the classification or their representatives and the Agency do not agree on the proposed classification and wage rate (including eh amount designated for fringe benefits where appropriate), the Agency shall refer the questions, including the views of all interested parties and the recommendation of the Agency, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within thirty (30) days of receipt and so advise the Agency or will notify the Agency within the thirty (30) day period that additional time is necessary. (Approved by the Office of Management and Budget under OMB control number 1215-0140.) (iv) The wage rate (including fringe benefits where appropriate) determined pursuant to subparagraphs (2)(ii) or (iii) of this paragraph, shall be paid to all workers performing work in the classification under this Contract from the first day on which work is performed in the classification. (3) Whenever the minimum wage rate prescribed in the Contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the Contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (4) If the Contractor does not make payments to a trustee or other third person, the Contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, provided, that the Secretary of Labor has found, upon the written request of the Contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. b. Withholding. The Agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the Contractor under this contract or any other Federal contract with the same Contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same Contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the Contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, 4821.2204-6720.1 Redevelopment Agency of the City of San Bernardino Project: California Theatre 562 West 4th Street (Renovation 2nd Floor BanqueU Lecture - Prevailing Wages) Page 6 employed or working on the site of the work, all or part of the wages required by the contract, the Agency may after written notice to the Contractor, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. c. Payrolls and Basic Records. (l) Payrolls and basic records relating thereto shall be maintained by the Contractor during the course of the work and preserved for a period of three (3) years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under paragraph a(4) of this clause that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section l(b)(2)(B) of the Davis-Bacon Act, the Contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual costs incurred in providing such benefits. If the Contractor employs apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (2) (i) The Contractor shall submit weekly for each week in which any Contract work is performed a copy of all payrolls to the Agency. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under paragraph c(l) above. This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, D.C. 20402. The Contractor is responsible for the submission of copies of payrolls by all Subcontractors. (ii) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the Contractor or Subcontractor or his or her agent who pays or supervises the payment of the persons employed under the Contract and shall certify the following: (A) That the payroll for the payroll period contains the information required to be maintained under paragraph c(l) above and that such information is correct and complete; (B) That each laborer and mechanic (including each helper, apprentice and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in 29 CFR Part 3; (C) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the Contract. (iii) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph c.(2)(b) of this section. 4821-2204-6720.1 Redevelopment Agency of the City of San Bernardino Project: California Theatre 562 West 4th Street (Renovation 2nd Floor Banquetl Lecture - Prevailing Wages) Page 7 (iv) The falsification of any of the above certifications may subject the Contractor or Subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section 231 of Title 31 of the United States Code. (3) The Contractor or Subcontractor shall make the records required under paragraph c(l) of this section available for inspection, copying or transcription by authorized representatives of the Agency, the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the Contractor or Subcontractor fails to submit the required records or to make them available, the Department of Labor may, after written notice to the Contractor or Agency take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for Debarment of the Contractor or Subcontractor pursuant to 29 CFR 5.12. d. Apprentices and Trainees. (1) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they perform when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the United States Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first ninety (90) days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the work site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the work site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination of the work actually performed. Where a Contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or Subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the Contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (2) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the United States Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the work-site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe 4821-2204-6720.1 Redevelopment Agency of the City of San Bernardino Project: California Theatre 562 West 4th Street (Renovation 2nd Floor Banquet! Lecture - Prevailing Wages) Page 8 benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the work-site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (3) Equal Emplovment Opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR Part 30. e. Compliance With Copeland Act Requirements. The Contractor shall comply with the requirements of 29 CFR Part 3, which are incorporated by reference into this Contract. f. Subcontracts. The Contractor and each Subcontractor shall insert in any subcontracts the clauses contained in paragraphs a. through j. of Section 11 of this Contract and such other clauses may by appropriate instructions require, and also a clause requiring the Subcontractors to include these clauses in any lower tier subcontracts. The Contractor shall be responsible for the compliance by any Subcontractor or lower tier Subcontractor with all the Contract clauses in 29 CFR 5.5. g. Contract Termination: Debarment. A breach of the Contract clauses in paragraphs a. through j. of this Section 12 and a. through e. of Section 13 below are grounds for termination of this Contract, and for the Debarment of the Contractor or Subcontractor as provided in 29 CFR 5.12. h. Compliance With Davis-Bacon and Related Act Requirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR Parts 1,3, and 5 are herein incorporated by reference in this Contract. i. Disputes Concerning Labor Standards. Disputes arising out of the labor standards provisions of this Contract shall not be subject to the general disputes provision of this Contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR Parts 5, 6 and 7. Disputes within the meaning of this clause include disputes between the Contractor (or any of its subcontracts) and the Agency, the U.S. Department of Labor, or the employees or their representatives. J. Certification of Eligibility. (I) By entering into this contract, the Contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the Contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (2) No part of this Contract shall be subcontracted to any person or firm ineligible for award of a government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.l2(a)(1). (3) The penalty for making false statements or certifications in the making of this Contract is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. 4821-2204-6720 1 Redevelopment Agency of the City of San Bernardino Project: California Theatre 562 West 4th Street (Renovation 2nd Floor Banquetl Lecture - Prevailing Wages) Page 9 13. CONTRACT WORK HOURS AND SAFETY STANDARDS REQUIREMENTS. As used in the following provision, the term "laborers" and "mechanics" include watchmen and guards. a. Overtime Requirements. Neither the Contractor nor any Subcontractor contracting for any part of the work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty (40) hours in such workweek, whichever is greater. b. Violation: Liability for Unpaid Wages; Liquidated Damages. In the event of any violation of the clause set forth in paragraph a. above, the Contractor and any Subcontractor responsible therefor shall be liable for the unpaid wages. In addition, the Contractor and Subcontractor shall be liable to the Agency for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph a. above, in the sum of $10 (ten dollars) for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty (40) hours without payment of the overtime wages required by the clause set forth in paragraph a. above. c. Withholding for Unpaid Wages and Liquidated Damages. The Agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any monies payable on account of work performed by the Contractor or Subcontractor under any such contract or any other Federal contract with the same Contractor, or any other Federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or Subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph b. above. d. Working conditions. Neither the Contractor nor any Subcontractor may require any laborer or mechanic employed in the performance of any contract to work in surroundings or under working conditions that are unsanitary, hazardous or dangerous to his health or safety as determined under construction safety and health standards (29 CFR Part 1926) issued by the Department of Labor. e. Subcontracts. The Contractor and any Subcontractor shall insert in any subcontracts the clauses set forth in paragraphs a. through d. and also a clause requiring the Subcontractor to include these clauses in any lower tier subcontracts. The Contractor shall be responsible for compliance by any Subcontractor or lower tier Subcontractor with the clauses set forth in paragraphs a. through d. 14. NONDISCRIMINATION. The Contractor, with regard to the work performed by it during the Contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of Subcontractors, including procurements of materials and leases of equipment. The Contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the Contract covers a program set forth in Appendix B of the Regulations. 15. DISADVANTAGED BUSINESS ENTERPRISE PROGRAM PROVISIONS. The Contractor, subrecipient or Subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. Failure by the Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as recipient deems appropriate. The Contractor agrees to pay each Subcontractor under this contract for satisfactory performance of its Contract no later than ten (10) days from the receipt of each payment the Contractor receives from Agency. The Contractor agrees further to return retainage payments to each Subcontractor within seven (7) days after the 4821-2204-6720.1 Redevelopment Agency of the City of San Bernardino Project: California Theatre 562 West 4th Street (Renovation 2nd Floor Banquet! Lecture - Prevailing Wages) Page 10 Subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Agency. This clause applies to both Disadvantage Business Enterprises (DBE) and non-Disadvantage Business Enterprises Subcontractors. 16. CIVIL RIGHTS. The Contractor assures that it will comply with pertinent statutes, Executive Orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This Provision binds the Contractor from the bid solicitation period through the completion of the Contract. This provision shall be inserted in all subcontracts, subleases and other agreements at all tiers. 17. SOLICITATIONS FOR SUBCONTRACTS, INCLUDING PROCUREMENTS OF MATERIALS AND EQUIPMENT. In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential Subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Contract and the Regulations relative to nondiscrimination on the grounds of race, color or national origin. 18. INFORMATION AND REPORTS. The Contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Agency to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the Agency, as appropriate, and shall set forth what efforts it has made to obtain the information. 19. SANCTIONS FOR NONCOMPLIANCE. In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Contract, the Agency shall impose such contract sanctions as determine to be appropriate, including but not limited to: a. Withholding of payments to the Contractor under the Contract until the Contractor complies, and/or b. Cancellation, termination or suspension ofthe Contract, in whole or in part. 20. INSPECTION OF RECORDS. The Contractor shall maintain an acceptable cost accounting system. The Agency, the Comptroller General of the United States or any of their duly authorized representatives shall have access to any books, documents, paper, and records of the Contractor which are directly pertinent to this Contract or the work for the purposes of making an audit, examination, excerpts, and transcriptions. The Contractor shall maintain all required records for three (3) years after the Agency makes final payment and all other pending matters are closed. 21. RIGHTS IN INVENTIONS. All rights to inventions and materials generated under this Contract are subject to regulations issued by the Agency. Information regarding these rights is available from the Agency. 22. BREACH OF CONTRACT TERMS. Any violation or breach of terms of this Contract on the part of the Contractor or its Subcontractors may result in the suspension or termination of this Contract or such other action that may be necessary to enforce the rights of the Agency under this Contract. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 4821-2204-6720.1 Redevelopment Agency of the City of San Bernardino Project: California Theatre 562 West 4th Street (Renovation 2nd Floor Banquet/ Lecture - Prevailing Wages) Page 11 23. TERMINATION OF CONTRACT BY AGENCY. a. The Agency may, by written notice, terminate this Contract in whole or in part at any time, either for the Agency's convenience or because of the Contractor's failure to fulfill it's Contract obligations. Upon receipt of such notice, services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this Contract, whether completed or in process, delivered to the Agency. b. If the termination is for the convenience of the Agency, an equitable adjustment in the Contract price shall be made, but no amount shall be allowed for anticipated profit on unperformed services. c. Ifthe termination is due to failure to fulfill the Contractor's obligations, the Agency may take over the work and prosecute the same to completion by Contract or otherwise. In such case, the Contractor shall be liable to the Agency for any additional cost occasioned to the Agency thereby. d. If, after notice of termination for failure to fulfill Contract obligations, it is determined that the Contractor had not so failed, the termination shall be deemed to have been effected for the convenience of the Agency. In such event, adjustment in the contract price shall be made as provided in paragraphb2 of this clause. e. The rights and remedies of the Agency provided in this clause are in addition to any other rights and remedies provided by law or under this contract. 24. INCORPORATION OF PROVISIONS. The Contractor shall include the provisions of this Contract in every subcontract, including procurements of materials and leases of equipment, unless exempt by the regulations of directives issued pursuant thereto. The Contractor shall take such action with respect to any subcontract or procurement as the Agency may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a Subcontractor or supplier as a result of such direction, the Contractor may request the Agency to enter into such litigation to protect the interests of the Agency and, in addition, the Contractor may request the United States to enter into such litigation to protect the interests of the United States. 25. CONTRACTOR CLAIMS OF $375,000 OR LESS. Claims by the Contractor relating to the work for (a) a time extension, (b) money or damages arising from work done by, or on behalf of, the Contractor on the work for which payment is not expressly provided for or to which the Contractor is not otherwise entitled, or (c) an amount that is disputed by the Agency, with a value of $375,000 or less, are subject to the claims procedures set forth in California Public Contract Code Section 20104, et seq., except as otherwise provided in this Contract and the incorporated documents, conditions and specifications. The provisions of California Public Contract Code Sections 20104 through 20104.6 are incorporated by this reference into this Contract. 26. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES. (1) No Federal appropriated funds shall be paid, by or on behalf of the Contractor or its Subcontractors, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the making of any Federal grant or the amendment or modification of any Federal grant. (2) If any funds other than Federal appropriated funds have been paid or will be paid by the Contractor or its Subcontractors to any person for influencing or attempting to influence an officer or employee of the Agency, any Federal Agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any Federal grant, the contractor shall complete and submit Standard Form-LLL, "Disclosure of Lobby Activities," in accordance with its instructions. 4821-2204-6720 1 Redevelopment Agency of the City of San Bernardino Project: California Theatre 562 West 4th Street (Renovation 2nd Floor Banquet! Lecture - Prevailing Wages) Page I2 27. ASSIGNMENT OF CERTAIN RIGHTS TO THE AGENCY. In entering into this Contract or a subcontract to supply goods, services, or materials pursuant to this Contract, the Contractor and/or Subcontractor offers and agrees to assign to the Agency all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.c. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to this Contract or the subcontract. This assignment shall be made and become effective at the time the Agency tenders final payment to the Contractor, without further acknowledgement by the parties. 28. ENERGY CONSERVATION REQUIREMENTS. The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency that are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Public Law 94-163) 29. PROTECTION. The Contractor shall at all times provide protection against weather, rain, wind, storm and heat so as to maintain all work, materials, apparatus and fixtures free from injury and damage. At the end of a day's work, all new work, and the premises, likely to be damaged by failure to provide protection as required above shall be replaced or repaired at Contractor's expense. 30. CONTRACTORS BEST SKILL. The Contractor shall supervise and direct the work using its best efforts, skill and attention to ensure the workmanship and materials are of good quality and that the work is completed in accordance with the Contract. Contractor shall be solely responsible for all construction means, methods, techniques, sequences and procedures; safety on the work; and coordinating all portions on the work to be performed by Contractor's laborers, employees, vendors and subcontractors, if any. 31. UTILITY SERVICES. The Contractor will be able to use existing utilities without charge, including electric power and water. If Contractor must disconnect or otherwise interrupt such services, including plumbing fixtures, to effect repairs or replacement, the use or availability of such services shall not interfere with the Agency's use, or operation or occupancy of the remaining areas of the structures in which the work is performed by the Contractor. Where disruptions or disconnections of utility service will occur, Contractor shall obtain approval of the Agency, at least twenty-four (24) hours prior to such interruption. 32. LEAD-BASED PAINT. The Contractor agrees that the use of any lead-based paints is strictly prohibited and shall not be used on the work. Contractor agrees to submit to the Agency a lead-based paint abatement plan (include days required and cost breakdown) with minimum abatement! disturbance/ encapsulation to surfaces indicated on the Construction Drawing Sheets (cost effective method) per State of California Department of Health Services regulations. The Agency assumes no liability for damage to property or personal injury, illness, disability, or death to the Contractors, or to any Consultant or employees, agents, or invitees of the Contractor or any consultant, or to any other person, including members of the general public, arising from or incident to the work or other activity causing or leading to contact of any kind whatsoever with Lead-Based Paint on the work-site, whether the Agency has properly warned, or failed to properly warn, any persons injured. 33. ASBESTOS CONTAINING MATERIALS. Contractor agrees to submit to the Agency an asbestos abatement plan (include days required and cost breakdown) with minimum abatement! disturbance/ encapsulation to surfaces indicated on the Construction Drawing Sheets (cost effective method) per State of California Department of Health Services regulations. The Agency assumes no liability for damage to property or personal injury, illness, disability, or death to the Contractors, or to any consultant or employees, agents, or invitees of the Contractor or any consultant, or to any other person, including members of the general public, arising from or incident to the asbestos abatement work 4821-2204-6720.1 Redevelopment Agency of the City of San Bernardino Project: California Theatre 562 West 4th Street (Renovation 2nd Floor BanqueU Lecture - Prevailing Wages) Page 13 or other activity causing or leading to contact of any kind whatsoever with Asbestos on the work-site, whether the Agency has properly warned, or failed to properly warn, any persons injured. 34. CLEANUP. The Contractor shall keep the subject work site clean and orderly during the course of the work. Upon completion of the work contemplated by this Contract, the Contractor shall cause all debris resulting from such abatement work, demolition and construction to be removed from the work site at its sole cost and expense and shall leave the work site n a neat and "broom-clean" condition. IN WITNESS WHEREOF, three identical counterparts of this Contract, each of which shall for all purposes be deemed an original thereof, have been duly executed by the parties hereinabove named, on the day and year first herein written. CONTRACTOR: Inland Acoustics, Inc., a California corporation (State Contractor's License No. ';Io.S.J.Jr) ; State Contractor's License Classification~ Date: 5"- 3 - oS" (.V' Date: By: Print Name Title AGENCY: note 0~,; By: f San Bernardino APPROVED AS TO FORM: 4821-2204-6720.1 Redevelopment Agency of the City of San Bernardino Project: California Theatre 562 West 4th Street (Renovation 2nd Floor Banquet! Lecture - Prevailing Wages) Page 14 EXHIBIT "C" TO AlA DOCUMENT AIOl-1997 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR ADDENDUM TO PROJECT MANUAL DATED THURSDAY. APRIL 7. 2005 ("ON FILE WITH THE AGENCY SECRETARY") 4848-1806-6176.1 'AIA Document A101™ -1997 $.tilnrJard Form of Agreement Between Owner and Contractor where the basis of payment is a STlPULA TED SUM AGREEMENT made as of the 2 day of May in the year of Two Thousand and Five (Paragraph deleted) May 2, 2005 BETWEEN the Owner: Redevelopment Agency of the City of San Bernardino 201 North E Street, Suite 301 Sail Bernardino, California 92401 (909) 663-1 044 (909)888-9413. (fax) and the Contractor: Inland Acoustics, Inc ~23 S. Sierra Way Sail Bernardino, California 92408 .. (909) 884-6276 . (909)889-6936 (fax) The Project is: California Theatre 2nd Floor Improvement Work 562West 4" Street San Bernardino, California 92401 The Architect is: SPM Architect & Associates 370 West 6th Street, Suite 210 SanBernardino, California 92401 '. (Plir,;grliph aeleted) (909) 884-7660 The Owner and Contractor agree as follows. ADDITIONS AND DELETIONS: The author of this document has added infonnation needed for its completion. The author may also have revised the text of the original AlA standard form. An Additions and Deletions Report that notes added infonnation as well as revisions to Ihe standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary infonnation and where the author has added to or deleted from the original AlA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AlA Document A201-1997, General Conditions of the Contract for Construction. is adopted in this document by reference. Do not use with other general conditions unless this document is modified. This document has been approved and endorsed by The Associated General Contractors of America. AlA Document Al0l'" -1997. Copyright @ 1915. 1918. 1925, 1937. 1951. 1958. 1961. 1963, 1967. 1974. 1977. 1987,1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIAl'$ Document is protected by U.S. Copyright law and International Treaties. 1 Unauthorized reproduction or distribution of this AIA3 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 17:18:53 on 04/1912005 under Order No.1000170705_1 which expires on 3/24/2006, and is not for resale. User Notes: (1138980452) ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and are as fully apart of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 8. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION ~3.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below Or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Paragraph deleted) May 12, 2005 If, priorto the commencemenLofthe Work, the Owner requires time to file mortgages, mechanic's liens and other security interests, the. Owner's time requirement shall be as follows: N/A ~ 3,?TheContract time shall be measured from the date of commencement. ~ 3:3 The Contractor shall achieve Critical Completion of the entire Work not later than 114 calendar days from the dateofcommencement, as follows: (Paragraph deleted) Portion or Work All Work except puncWist items All puncWist items Critical Completion Date September 20, 2005 September 30, 2005 ;!.~bject tOa.djllst~n~of.tlt!sFontract Time as provided in the Contract Documents. The parties heretoa.gree!tha.til~ould be difficult to ascertain the actual damages that Owner would suffer in the event the Work, including all punchlist items, is not completed on or before September 30, 2005. Therefor, in the event Contractor fails to complete the Work, including all punchlist items, on or before September 30, 2005 Owner shall be entitled to liquidated damages in the amount of One Hundred Fifty Dollars ($150.00) for each day the Work, including puncWist items, is not completed ARTICLE 4 CONTRACT SUM ~ 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum shall be One Million Three Hundred Ninety-Three Thousand Thirty-Nine Dollars and 001100($1,393,039.00), subject to additions and deductions as provided in the Contract Documents. ~4.Z The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates. If decisions on other alternates are to be made by the Owner subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires) AlA Document Al0l'" -1997. Copyright @ 1915. 1918. 1925, 1937, 1951, 1958. 1961, 1963, 1967, 1974. 1977,1987,1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIAf].' Document is protected by U.S. Copyright law and International Treaties. 2 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 17:18:53 on 04/19/2005 under Order No. 1000170705_1 which expires on 3/24/2006, and is not forresale. User Noles: (1138980452) N/A ~ 4.3 Unit prices, if any, are as follows: N/A ARTICLE 5 PAYMENTS ~5.1 PROGRESS PAYMENTS ~ 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. ~ 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: ~ 5.t.3 Provided that an Application for Payment is received by the Architect not later than the 5th day of a month, the Owner shall make payment to the Contractor not later than the 20th day of the same month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner inthe next calendar month according to the dates set forth in the previous sentence. ~ 5.t.4Each Appli~ationfor Payment shall be based on the most recent schedule of values submitted by the Co",l;ra.ct~dn accordl\llce~ththe Contract Documents. The schedule of values shall allocate the entire Contract Sum.~lXlong.theYariousportions of the Work. 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 Contractor's Applications for Payment. ~5.1.5Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. ~ 5.1.6Subjecno other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the Contract Sum properly allocable to completed Work as detennined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage ofTen percent(lO%). .Pending'~,~~lermination of cost to the Owner of chl\llges in the Work. amounts not in dispute 'shallbe:inclulied.as provided in Section 7.3.8 of AlA Document A201-1997; .2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered l\Ild suitably stored at the site for subsequent incorporation in the completed construction (or, if approved inadvl\llce by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of Ten percent (10%); .3 Subtract the aggregate of previous payments made by the Owner; and .4 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AlA Document A20l-l997. ~ 5.1.7 The progress payment amount determined in accordance with Section 5.1.6 shall be further modified under the following circumstances: AlA Document Al0l'" -1997. Copyright @ 1915, 1918, 1925,1937,1951,1958,1961,1963,1967,1974.1977,1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties. 3 Unauthorized reproduction or distribution of this A1Af'I 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 17:18:53 on 04/19/2005 under Order No.1000170705_1 which expires on 3/24/2006, and is not for resale. User Noles: (1138980452) .1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contract Sum, less such amounts as the Architect shall determine for incomplete Work, retainage applicable to such work and unsettled claims; and (Section 9.8.5 of AlA Document A201 -1997 requires release of applicable retainage upon Substantial Completion of Work with consent of surety, if any.) .2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Section 9.10.3 of AlA Document A201-1997. ~ 5.1.8 Reduction or limitation of retainage, if any, shall be as follows: (Paragraph deleted) N/A ~5.1.9Except with the Owner's prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which ,have not been delivered and stored at the site. ~5,2 FINAL PAYMENT ~5.2.1Finalpayment,constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when: .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Section 12.2.2 of AlA Document A201-1997, and to satisfy other requirements, if any, which extend beyond final payment; and ,2 afinalqertifi<:ate for Payment has been issued by the Architect. ~' 5.2.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the ArchiteCt's final Certificate for Payment, or as follows: N/A ARTICLE 6 TERMINATION OR SUSPENSION ~ 6.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AlA Document A201"1997. ~ 6,2 The Work maybe suspended by the Owner as provided in Article 14 of AlA Document A201-1997. :&ARTICbE 7M1SCEb~~,~9H~P~OVISIONS ~ 7.1 Where'referenceismadeiri,this Agreement to a provision of AlA Document A201-1997 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. ~ 7.2 Payments duea.nd unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. ~7.3The Owner's representative is: Gary Van Osdel Executive Director Redevelopment Agency of the City of San Bernardino AlA Document Al0l'" -1997. Copyright @ 1915, 1918, 1925. 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIAG Document is protected by U.S. Copyright Law and International Treaties. 4 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 10 the maximum extent possible under the law. This document was produced by AlA software at 17:18:53 on 04/1912005 under Order No.1 000170705_1 which expires on 3/24/2006, and is not for resale. User Notes: (1138980452) 201 North E Street, Suite 301 San Bernardino, California 92401 (Paragraph deleted) (909) 663-1044 (Paragraph deleted) 888-9413 (fax) The Contractor's representative is: Larry J. Hyder . Inland Acoustics, Inc 323 S. Sierra Way San Bernardino, California 92408 (909) 884-6276 (909) 889-6936 (fax) ~7.5NeithedheOwner's nor the Contractor's representative shall be changed without ten days written notice to the other party. .~ 7.6 Other provisions: NIA ARTICLE 8 ENUMERATION OF CONTRACT DOCUMENTS ~8.1The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as follows: ~8,1.1The Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner and ContraCtor, AlA Document A101-1997. .~. 8.1.2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction, AlA Document A201-1997, li~..8.1..'3..The S. u.pple.m.... entllfY and o.ther Conditions of the Contract are those contained in the Project Manual dated 1;;tMarch27, 2005, 3ll ws: .;"'2.; See Exhibit' ; attached hereto ~ 8.1.4 The Specifications are those contained in the Project Manual dated as in Section 8.1.3, and in the Drawings described in Exhibit "B", attached hereto. See Exhibits "A" and "B", attached hereto ~ 8.1.5 The Drawings are as follows: See Exhibit "BOO, attached hereto (Paragraph deleted) ~ 8.1.6The Addenda, if any, are as follows: See Exhibit "COO, attached hereto AlA Document Al0l'" -1997. Copyright @1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, '987,1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIAt<1 Document is protected by U.S. Copyright Law and International Treaties. 5 Unauthorized reproduction or distribution of this AIAfJ 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 17:18:53 on 04/19/2005 under Order No.l000170705_' which expires on 3/2412006, and is not for resale. User Noles: (1138980452) portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 8. ~ 8.1.1 Other documents, if any, forming part of the Contract Documents are as follows: (l>q.ragraph deleted) This Agreement is entered into as of the day and year first written above and is executed in at least three original copies, of whitl1 one. is to be. delivered to the Contractor, one to the Architect for use in the administration of the Contract. and the remainder to the Owner. OWNER Redevelopment Agency of the City of San Bernardino CONTRACTOR Inland Acoustics, Inc, a California corporation Gary Van Osdel Executive Director By: Larry J. Hyder Its: AlA Document A101"'-1997. Copyright @ 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991 and 1997 by The American Institute 01 Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties. 6 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 17:18:53 on 04f19/2005 under Order No.l000170705_1 which expires on 3/24/2006, and is not for resale. User Notes: (1138980452) EXHIBIT "B" TO AlA DOCUMENT AIOl-1997 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR DRAWINGS SHEET SHEET NAME DATED NO. A - 1.0 Overall Floor Plan - 151 Level 11/9/04 A-2.0 Overall Floor Plan - 2nd Leel 11/9/04 A-3.0 Demolition Plan - 2M Level 11/9/04 A-3.1 Demolition Plan - Office Area 151 Level 11/9/04 A-3.2 Demolition Plan - Elevator Area 15t Level 11/9/04 A - 3.3-3.5 Asbestos and Lead Paint 12/27/04 A-4.0 Partial Floor Plan - 151 and 2nd Levels 11/9/04 A-4.1 Partial Floor Plan - Elevator/Office Area - 151 Level 11/9/04 A-5.0 Ceiling Plan - 151 and 2nd Levels 11/9/04 A-6.0 Interior Elevations 11/9/04 - A-7.0 Architectural Details 11/9/04 --- A-8.0 Finish Plan - 2'10 Level 11/9/04 B - 1.0 (Optional Restrooms) Demolition Plan 11/9/04 B-2.0 (Optional Restrooms) Floor Plan 11/9/04 B-3.0 (Optional Restrooms) Reflected Ceiling Plan 10/19/04 B-4.0 (Optional Restrooms) Restroom Elevations 11/9/04 EL-l Elevator Plan 11/9/04 ASl Accessible Standards and Requirements 11/9/04 AS2 Accessible Standards and Requirements 11/9/04 AS3 Accessible Standards and Requirements 11/9/04 AS4 Accessible Elevator Standards 2/1/04 n K-l Food Service Area Equipment Plan 11/18/04 SGN Structural General Notes 11/9/04 S-1 Framing Plan 9/7/04 S-2 Building Sections 11/18/04 SDl Structural Details 11/1 0/04 SD2 Structural Details 11/10/04 El Electrical Specifications 10/19/04 E2 Electrical General Notes & T24 Compliance Forms 11/1 0/04 E3 Electrical Power Plan - 151 and 2no Levels 10/19/04 E4 Electrical Lighting Plan - 151 and 2nd Levels 10/19/04 E5 (Optional Restrooms) Electrical Power Plan - 2nd Level 10/19/04 E6 (Optional Restrooms) Electrical Lighting Plan - 2nd Level 10/19/04 M-l Mechanical General Notes 10/19/04 M-2 Mechanical Schedules & T24 Compliance Forms 10/19/04 M-3 Mechanical Plan - 151 & 2M Levels 10/19/04 4848-1806-{j176.1 M-4 (Optional Restrooms) Mechanical Plan - 2na Level 11/15/04 M-5 Mechanical Details 10/19/04 P-l Plumbing Notes, Specifications & Schedules 10/19/04 P-2 Plumbing Plan - 1 sl & 2M Levels 10/19/04 P-3 (Optional Restrooms) Plumbing Plan - 1 st & 2nd Levels 10/19/04 P-4 Plumbing Isometrics 10/19/04 ("ON FILE WITH THE AGENCY SECRETARY") 4848-1806-6176.\ IX Document A201™ -1997 ~ral Conditions of the Contract for Construction r1Nd!iClDES CERTAIN EDITS FOR REDEVELOPMENT AGENCY OF THE , -,">" CITY OFSAN BERNARDINO PUBLIC WORKS CONTRACTl This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. of San Bernardino This document has been approved and endorsed by The Associated General Contractors of America GENERAL PROVISIONS . -OWNER - CONTRACTOR ,'';<71'l~:. '> ' CONSTR,UCTION BY OWNER OR BY SEPARATE CONTRACTORS CHANGES IN THE WORK AND COMPLETION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 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. 1 Unauthorized reproduction or distribution of this AIA'S 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 14:48:57 on 04/06/2005 under Order No.l000170705_t which expires on 3/24/2006, and is not for resale. User Notes: (2413667578) 13 MISCELLANEOUS PROVISIONS OR SUSPENSION OF THE CONTRACT AlA Document A201"' -1997. Copyright \l:) 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 Documenl is protected by U,S. Copyright Law and International Treaties. 2 Unauthorized reproduction or distribution of this AIA3 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 14:48:57 on 04/06/2005 under Order No.l000170705_1 which expires on 3/24/2006, and is not for resale. User Notes: (2413667578) and Topics in Bold are Section Headings) CONTRACT itect, .1Fiil Architect, Extent Authority 4.3.6,4.4,5.2,6.3, 7.Fi2, 7.3.6, 7.4, .$,9.8.3,9.10.1, 9.10.3, 12.1, 12.2.1, 4,2.2, 14.2.4 tions of Authority and 2.U, 3.3.3, 3.12.4, 3.12.8, 3.12.10, 4.Fi2, 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, I Fi4.1.1, 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 1.1.2,1.6,3.1.3,3.2.1,3.2.2,3.2.3,3.3.1,3.42, U.I, 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, I Fi4.7, 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 A ward of Separate Contracts 6.1.1, 6. Fi2 A ward of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic pefinitions 1.1 Bidding Requirements Fil.l, 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, I Fi5 Building Permit 3.7.1 Capitalization 1.3 AlA Document A201"' -1997. Copyright @ 19", 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute 01 Architects. All rights reserved. WARNING: This AlA" Document Is pro tee led by U.S. Copyright Law and International Treaties. 3 Unauthorized reproduction or distribution of this AlA f!; 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 14:48:57 on 04/0612005 under Order No.1000170705_1 which expires on 3/24/2006, and Is nollorresale. User Notes: (2413667578) Certificate of Substantial Completion 9. .4,9.8.5 , es for Payment ,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7.1,9.10.1, .7,14.1.1.3,14.2.4 . tes of Inspection, Testing or Approval 11.1,3.12.8,4.2.8,4.3.4, 3.1, 9.3.I.l, 9.10.3, .1.2 7.3.8,9.3.3,9.10.4, 10.3.3, itions Relating to 3.15,4.2.2,4.2.9,8.2,9.4.2,9.8, 13.7,14.1.2 PAYMENTS AND Completion, Substantial 4.2.9, 8.I.l, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 9.10.4.2, 12.2, 13.7 Compliance with Laws 1.6.1,3.2.2,3.6,3.7,3.12.10,3.13, 4.I.l, 4.4.8, 4.6.4, 4.6.6,9.6.4,10.2.2, I I.l, 11.4, 13.1, 13.4, 13.5.1. 13.5.2,13.6, 14.I.l, 14.2.1.3 Concealed or Unknown Conditions 4.3.4,8.3.1,10.3 Conditions of the Contract I.l.I, 1.1.7, 6.I.l, 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 SEPARA TE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives I.I.l, 3.12.8, 4.2.8, 4.3.9, 7.1, 7.3, 9.3.I.l 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.I.l, 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.I.l 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.I.l, 8.2, 8.3.1,9.5.1,9.7,1O.3.2,12.I.l, 14.3.2 Contract Time, Definition of 8.I.l 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 AlA Document A201™-1997. Copyright @1911,1915.1918.1925.1937,1951,1958,1961, 1963, 1966.1970, 1976, 1987 and 1997 by The Amencan Institute of Architects. All rights reserved. WARNING: This AlAe Document Is protected by U.S. Copyright Law and International Treaties. 4 Unauthorized reproduction or distribution of this AIA8 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 14:48:57 on 0410612005 under Order No.1000170705_1 which expires on 3/24/2006, and is nolfor resale. User Notes: (2413667578) 3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6,10.2,10.3, 1 I! .4.7, 14.1, 14.2.1.1, r's Liability Insurance ith the Architect ,3.2.3,3.3.1,3.4.2,3.5.1, ,3.18, 4.1.2,4.1.3,4.2, 2,7.8.3.1,9.2,9.3,9.4, 0,3.(11.3,11.4.7, 12, .3,6.2,6.3,9.5.1, :4.2,9.8.2,9.8.3,9.9.1, 12.1.2, of the Contract Documents 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.l.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 Effecti ve Date ofInsurance 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 AlA Document A201 '" -1997. Copyright <01911. 1915. 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlAS Document Is protected by U.S. Copyright law and Internalional Trealies. 5 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 14:48:57 on 04/0612005 under Order No.1000170705_1 which expires on 3/24/2006, and is not forresale. User Notes: (2413667578) orming Work) al Payment 0, 11.1.2, 11.1.3, 11.4.1, 14.4.3 9.8.2, ~:~.l, 9.3.2, 9.8.4, 9.9.1, 9.10.2, rt~Machinery 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, Il.l, 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, 1l.l.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 AlA Document A2Dl"' -1997. Copyright Cl:> 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. 6 Unauthorized reproduction or distribution of this AIA& Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 14:48:57 on 04/0612005 under Order No.1000170705_1 which expires on 3/2412006, and is not for resale. User Notes: (2413667578) Materials, Labor, Equipment and 1.3 1.1.6,1.6.1,3.4,3.5.1,3.8.2,3.8.23,3.12,3.13, .6,4.2.7,5.2.1,6.2.1, 7.3.6,9.3.2,9.3.3, 10.2, 10.2.1, 10.2.4, 14.2.1.2 ethods, Techniques, Sequences and es of Construction .12.10,4.2.2,4.2.7,9.4.2 anic's Lien 7,8.2.2, 11.4.9, 12.1, 12.2, 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, \3.2.2, 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.S 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, \3.7, 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, \3.6 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, II,S 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 AlA Document A201'" -1997. CoPyrl9ht iCl19", 1915. 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute at Architects. All rights reserved, WARNING: This AlAe Document Is protected by U.S. Copyrighl Law and International Treaties. 7 Unauthorized reproduction or distribution of this AlAS 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 14:48:57 on 04/0612005 under Order No.l000170705_1 which expires on 3/24/2006, and is not for resale. User Noles: (2413667578) 5.4.2,9.5.1.3,9.6.2,9.6.3,9.6.4,9.6.7, 11.4.8, nce Bond and Payment Bond .6.7,9.10.3,11.4.9,11.5 , Fees and Notices 3.7,3.13,7.3.6.4. 10.2.2 SONS AND PR!~~RTY, PROTECTION 8.2.1,9.3.3,9.4.2,9.5.1, ims and Disputes Responsibility for Those Performing the Wark 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.ConstructionI2.1, 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 AlA Document A201'" -1997. Copyright @1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987 and 1997 by The American Inslitute at Architects. All rights reserved. WARNING: ThIs AlAe Document is protected by U.S. Copyright law and International Treaties. 8 Unauthorized reproduction or distribution of this AIA3 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 14:48:57 on 04/0612005 under Order No.l000170705_1 which expires on 3/24/2006, and Is notforresale. User Notes: (2413667578) 6.2.1,9.3.2,10.2.1.2,10.2.4,11.4.1.4 r~ctor, Definition of tractors, Work by .3.2,3.12.1,4.2.3,5.2.3,5.3,5.4,9.3.1.2, rTcermination of the Contract 1.4.9, 14 '~,7;.3.~.4 tillg>hythe Contractor 4.3.10, 14.1 Termination by the Owner for Cause 4.3.1O,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, 1l.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 AlA Document A201'" -1997. Copyrlghl @ 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. 9 Unauthorized reproduction or distribution of this AlAS Document, or Bny 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 14:48:57 on 04/0612005 under Order No.l000170705_1 which expires on 3/24/2006, and is not for resale. User Notes: (2413667578) Work, Definition of 1 'pnsent · 3.12.8,3.14.2,4.1.2,4.3.4,4.6.4,9.3.2, 1,9.10.2,9.10.3,11.4.1, 13.2,13.4.2 nterpretations 4.2.12,4.3.6 Written Notice 2.3,2.4,3.3.1,3.9,3.12.9,3.12.10,4.3,4.4.8,4.6.5, 5.2.1,8.2.2,9.7,9.10,10.2.2,10.3, 11.1.3,11.4.6, 12.2.2, 12.2.4,13.3, 14 Written Orders 1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2,11.4.9, 12.1, 12.2, 13.5.2, 14.3.1 AlA Document A201"'-1997. Copyright <1:)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 Internationa' Treaties. 10 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 soltware at 14:48:57 on 04/0612005 under Order No.l0oo170705_1 which expires on 3/24/2006, and is not forresale. User Notes: (2413667578) ARTICLE 1 GENERAL PROVISIONS 1 IC DEFINITIONS E CONTRACT DOCUMENTS t Documents consist of the Agreement between Owner and Contractor (hereinafter the Agreement), iis of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda ior to execution of the Contract, other documents listed in the Agreement and Modifications issued after n of the Contract. A Modification is (I) a written amendment to the Contract signed by both parties, (2) a Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by chitect. Unless ~p'~ifically enumerated in the Agreement, the Contract Documents do not include other ments s~9h as bi . .. requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, ontract6t's bid ions of Addenda relating to bidding requirements). onn the Contract for Construction. The Contract represents the entire and integrated ., hereto and supersedes prior negotiations, representations or agreements, either written ended or modified only by a Modification. The Contract Documents shall not be relationship of any kind (I) between the Architect and Contractor, (2) between the ub-subcontractor, (3) between the Owner and Architect or (4) between any persons and Contractor. The Architect shall, however, be entitled to performance and er the Contract intended to facilitate performance of the Architect's duties. ruction and services required by the Contract Documents, whether completed or all other labor, materials, equipment and services provided or to be provided by actor's obligations. The Work may constitute the whole or a part of the Project. ion of which the Work performed under the Contract Documents may be the whole e construction by the Owner or by separate contractors. . ori<il portions of the Contract Documents showing the design, location and "~lng plans, elevations, sections, details, schedules and diagrams. F THE CONTRACT DOCUMENTS t Documents is to include all items necessary for the proper execution and by the Contractor. The Contract Documents are complementary, and what is required by s if required by all; performance by the Contractor shall be required only to the extent ract Documents and reasonably inferable from them as being necessary to produce the of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not ctor in dividing the Work among Subcontractors or in establishing the extent of Work to be trade. 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. 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 Archilecls. All rights reserved. WARNING: This AIA3 Documenl is protecled by U.S. Copyright Law and Inlernatlonal Treaties. 11 Unauthorized reproduction or distribution of this AlAs 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 14:48:57 on 04/0612005 under Order No.l000170705_1 which expires on 3/24/2006. and is nollorresale. User Notes: (2413667578) ~ 1.3 CAPIT AUZA TION .1 T~nns capitalized in these General Conditions include those which are (I) specifically defined, (2) the titles ed articles or (3) the titles of other documents published by the American Institute of Architects. PRET A TION the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" cles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears ther is not intended to affect the interpretation of either statement. RACT DOCUMENTS ents shall be signed by the Owner and Contractor. If either the Owner or Contractor or tract Documents, the Architect shall identify such unsigned Documents upon request. \~act by the Contractor is a representation that the Contractor has visited the site, h local conditions under which the Work is to be performed and correlated personal of the Contract Documents. DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE tions and other documents, including those in electronic form, prepared by the nsultants are Instruments of Service through which the Work to be executed by the . actor may retain one record set. Neither the Contractor nor any Subcontractor, quipment supplier shall own or claim a copyright in the Drawings, Specifications the Architect or the Architect's consultants, and unless otherwise indicated the sultants shall be deemed the authors of them and will retain all common law, s, in addition to the copyrights. All copies ofInstruments of Service, except the eturned or suitably accounted for to the Architect, on request, upon completion of cations and other documents prepared by the Architect and the Architect's urnished to the Contractor, are for use solely with respect to this Project. They are or or any Subcontractor, Sub-subcontractor or material or equipment supplier on other . s Project outside the scope of the Work without the specific written consent of the 'JUtect's consultants. The Contractor, Subcontractors, Sub-subcontractors and material thorized.l fIse and reproduce applicable portions of the Drawings, Specifications and y th t and the Architect's consultants appropriate to and for use in the nder act Documents. All copies made under this authorization shall bear the if ..wn on the Drawings, Specifications and other documents prepared by the d:;f'consultants. Submittal or distribution to meet official regulatory requirements or for nnec' roject is not to be construed as publication in derogation of the Architect's ls.consultant other reserved rights. entity identified as such in the Agreement and is referred to throughout the n number. The Owner shall designate in writing a representative who shall have wner with respect to all matters requiring the Owner's approval or authorization. vided in Section 4.2.1, the Architect does not have such authority. The tenn "Owner" means 's authorized representative. ~ 2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request, information !~vant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such tinclude a correct statement of the record legal title to the property on which the Project is located, to as the site, and the Owner's interest therein. ION 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 A201'" -1997. Copyright tl:> 191" 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Archilects. All rights reserved. WARNING: This AlA" Document Is protected by U.S. Copyrighllaw and International Treaties. 12 Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties. and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 14:48:57 on 04/06/2005 under Order No.l000170705 1 which expires on 3/24/2006, and is nol for resale. User Notes: - (2413667578) continuation of the Work. After such evidence has been furnished, the Owner shall not materially vary such . rangements without prior notice to the Contractor. ept for pennits and fees, including those required under Section 3.7.1, which are the responsibility of the under the Contract Documents, the Owner shall secure and pay for necessary approvals, easements, nts and charges required for construction, use or occupancy of permanent structures or for permanent in existing facilities. furnish surveys describing physical characteristics, legal limitations and utility locations for legal description of the site. The Contractor shall be entitled to rely on the accuracy of Owner but shall exercise proper precautions relating to the safe performance of the required of the Owner by the Contract Documents shall be furnished by the Owner ny other information or services relevant to the Contractor's performance of the I shall be furnished by the Owner after receipt from the Contractor of a written ervices. d in the Contract Documents, the Contractor will be furnished, free of charge, such Manuals as are reasonably necessary for execution of the Work. E WORK rrect Work which is not in accordance with the requirements of the Contract n 12.2 or persistently fails to carry out Work in accordance with the Contract e a written order to the Contractor to stop the Work, or any portion thereof, until the 'nated; however, the right of the Owner to stop the Work shall not give rise to a exercise this right for the benefit of the Contractor or any other person or entity, Section 6.1.3. RY OUT THE WORK ts or neglects to carry out the Work in accordance with the Contract Documents and d aft ,ipt of written notice from the Owner to commence and continue correction lthllnd promptness, the Owner may after such seven-day period give the rrect such deficiencies within a three-day period. If the Contractor within er roe ch second notice fails to commence and continue to correct any deficiencies, pt~i1dice to other remedies the Owner may have, correct such deficiencies. In such case an rder deducting from payments then or thereafter due the Contractor the correct" ncies, including Owner's expenses and compensation for the Architect's s ~de ch default, neglect or failure. Such action by the Owner and amounts e onti~~tor are bot subject to prior approval of the Architect. If payments then or thereafter due the er such amounts, the Contractor shall pay the difference to the Owner. . the person or entity identified as such in the Agreement and is referred to throughout the if singular in number. The term "Contractor" means the Contractor or the Contractor's ctor shall perform the Work in accordance with the Contract Documents. ctor shall not be relieved of obligations to perform the Work in accordance with the Contract by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, pro va Is 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 A201'" -1997. Copyright t!:) 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 Internallonal Treaties. 13 Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 14:48:57 on 04/0612005 under Order No.l00017070S_1 which expires on 3/24/2006, and is not for resale. User Notes: (2413667578) Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of . . g conditions related to that portion of the Work and shall observe any conditions at the site affecting it. gations are for the purpose of facilitating construction by the Contractor and are not for the purpose of g errors, omissions, or inconsistencies in the Contract Documents; however, any errors, inconsistencies or discovered by the Contractor shall be reported promptly to the Architect as a request for information in as the Architect may require. Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the itect, but it is rec ized that the Contractor's review is made in the Contractor's capacity as a contractor and a \iceq~!<d desig . fessional unless otherwise specifically provided in the Contract Documents. The actor \l!'P'pt requ" 0 ascertain that the Contract Documents are in accordance with applicable laws, statutes, ances,li and rules and regulations, but any nonconformity discovered by or made known to the ac promptly to the Architect. s that additional cost or time is involved because of clarifications or instructions se to the Contractor's notices or requests for information pursuant to Sections 3.2.1 ake Claims as provided in Sections 4.3.6 and 4.3.7. If the Contractor fails to ns 3.2.1 and 3.2.2, the Contractor shall pay such costs and damages to the Owner as Contractor had performed such obligations. The Contractor shall not be liable to the resulting from errors, inconsistencies or omissions in the Contract Documents or surements or conditions and the Contract Documents unless the Contractor cy, omission or difference and knowingly failed to report it to the Architect. UCTlON PROCEDURES rvise and direct the Work, using the Contractor's best skill and attention. The sible for and have control over construction means, methods, techniques, sequences ing all portions of the Work under the Contract, unless the Contract Documents oncerning these matters. If the Contract Documents give specific instructions methods, techniques, sequences or procedures, the Contractor shall evaluate the pt as stated below, shall be fully and solely responsible for the jobsite safety of such quences or procedures. If the Contractor determines that such means, methods, ed not be safe, the Contractor shall give timely written notice to the Owner at portion of the Work without further written instructions from the cted to proceed with the required means, methods, techniques, sequences or anges proposed by the Contractor, the Owner shall be solely responsible for any onsible for inspection of portions of Work already performed to determine that n to receive subsequent Work. RIALS provided in the Contract Documents, the Contractor shall provide and pay for labor, rials, Is, 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 '!lot incorporated or to be incorporated in the Work. ctor may make substitutions only with the consent of the Owner, after evaluation by the Architect 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. AlA Document A201"' -1997. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951. 1958. 1961, 1963, 1966. 1970. 1976, 1987 and 1997 by The American Institute 01 Architects. All rights reserved. WARNING: This AlA" Document Is protected by U.S. Copyrlghl Law and International Treaties. 14 Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it. may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 14:48:57 on 0410612005 under Order No.1000170705_1 which expires on 3/24/2006, and is not forresale. User Notes: (2413667578) ~ 3.5 WARRANTY ~ Contractor warrants to the Owner and Architect that materials and equipment furnished under the ill be of good quality and new unless otherwise required or permitted by the Contract Documents, that the be free from defects not inherent in the quality required or permitted, and that the Work will conform to ments of the Contract Documents. Work not conforming to these requirements, including substitutions rly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient nance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the tractor shall furni tisfactory evidence as to the kind and quality of materials and equipment. pay sales, consumer, use and similar taxes for the Work provided by the Contractor hen bids are received or negotiations concluded, whether or not yet effective or merely ES d in the Contract Documents, the Contractor shall secure and pay for the building vernmental fees, licenses and inspections necessary for proper execution and re customarily secured after execution of the Contract and which are legally or negotiations concluded. ly with and give notices required by laws, ordinances, rules, regulations and lawful able to performance of the Work. esponsibility to ascertain that the Contract Documents are in accordance with ces, building codes, and rules and regulations. However, if the Contractor observes uments are at variance therewith, the Contractor shall promptly notify the Architect ssary changes shall be accomplished by appropriate Modification. s Work knowing it to be contrary to laws, statutes, ordinances, building codes, and h notice to the Architect and Owner, the Contractor shall assume appropriate and the costs attributable to correction. rovide in the Contract Documents: cover the cost to the Contractor of materials and equipment delivered at the site and applicable trade discounts; r unloading and handling at the site, labor, installation costs, overhead, profit and erexp ntemplated for stated allowance amounts shall be included in the Contract Sum but allowances; costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly e Order. The amount of the Change Order shall reflect (l) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's costs under Section .2.2. 'and equipment under an allowance shall be selected by the Owner in sufficient time to avoid delay ~ 3.9 SUPERINTENDENT ~ 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Important 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. 15 Unauthorized reproduction or distribution. of this AIA6 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 14:48:57 on 04/0612005 under Order No.l000170705_1 which expires on 3/24/2006. and is nol for resale. User Notes: (2413667578) communications shall be confirmed in writing. Other communications shall be similarly confirmed on written each case. TRACTOR'S CONSTRUCTION SCHEDULES e Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and 's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits under the Contract Documents, shall be revised at appropriate intervals as required by the conditions. of the and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall ide for expeditioui~~d practicable execution of the Work. 'ail prepare and keep current, for the Architect's approval, a schedule of submittals which tractor's construction schedule and allows the Architect reasonable time to review rform the Work in general accordance with the most recent schedules submitted to ES ATTHE SITE intain at the site for the Owner one record copy of the Drawings, Specifications, her Modifications, in good order and marked currently to record field changes and n, and one record copy of approved Shop Drawings, Product Data, Samples and shall be available to the Architect and shall be delivered to the Architect for letion of the Work. T DATA AND SAMPLES 'ngs, diagrams, schedules and other data specially prepared for the Work by the ub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of strations, standard schedules, performance charts, instructions, brochures, diagrams and ,.y the Contractor to illustrate materials or equipment for some portion of the Work. ich illustrate materials, equipment or workmanship and establish ed. ~e portions of the Work for which submittals are required by the Contract tor proposes to conform to the information given and the design concept view by the Architect is subject to the limitations of Section 4.2.7. ch the Architect is not expected to take responsive action may be so identified in Is which are not required by the Contract Documents may be returned by the all review for compliance with the Contract Documents, approve and submit to the s, Product Data, Samples and similar submittals required by the Contract Documents with nd in such sequence as to cause no delay in the Work or in the activities of the Owner or of rate co mittals 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. ving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor .: ~ Contractor has determined and verified materials, field measurements and field construction ,ereto, or will do so, and has checked and coordinated the information contained within such 'lie requirements of the Work and of the Contract Documents. ~ 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. 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 Trealies. 16 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 14:48:57 on 04/0612005 under Order No. 1000170705_1 which expires on 3/24/2006, and is not for resale. User Notes: (2413667578) oe Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of 'lity for deviations from requirements of the Contract Documents by the Arcoitect'sapproval of Soop Product Data, Samples or similar submittals unless tOe Contractor has specifically informed the Architect of suco deviation at toe time of submittal and (1) the Architect oas given written approval to the specific as a minor coange in toe Work, or (2) a Coange Order or Construction Coange Directive oas been issued ing the deviation. The Contractor soall not be relieved of responsibility for errors or omissions in Shop lUgS, Product Data, Samples or similar submittals by the Architect's approval thereof. ntractgti$~~ll direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, . ar .Y."..... Is, to revisions other than those requested by the Architect on previous submittals. In the ce the Architect's approval of a resubmission shall not apply to such revisions. not be required to provide professional services which constitute the practice of ss such services are specifically required by the Contract Documents for a portion of or needs to provide such services in order to carry out the Contractor's means, methods, techniques, sequences and procedures. The Contractor shall not be services in violation of applicable law. If professional design services or sional related to systems, materials or equipment are specifically required of the ents, the Owner and the Architect will specify all performance and design criteria e Contractor shall cause such services or certifications to be provided by a nal, whose signature and seal shall appear on all drawings, calculations, p Drawings and other submittals prepared by such professional. Shop Drawings Work designed or certified by such professional, if prepared by otoers, shall bear val when submitted to the Architect. The Owner and the Architect shall be entitled cy and completeness of the services, certifications or approvals performed by such Owner and Architect have specified to the Contractor all performance and design satisfy. Pursuant to this Section 3.12.10, the Architect will review, approve or take mittals only for the limited purpose of checking for conformance with information expressed in the Contract Documents. The Contractor shall not be responsible for the , or design criteria required by the Contract Documents. rations at the site to areas permitted by law, ordinances, permits and the sonably encumber the site with materials or equipment. Ie for cutting, fitting or patching required to complete the Work or to make amage or endanger a portion of the Work or fully or partially completed ate contractors by cutting, patching or otherwise altering such construction, or by t cut or otherwise alter such construction by the Owner or a separate contractor se the Owner and of such separate contractor; such consent shall not be unreasonably r shall not unreasonably withhold from the Owner or a separate contractor the Contractor's ,erwise altering the Work. ~ 3.15 CLEANING UP actor shall keep the premises and surrounding area free from accumulation of waste materials or operations under the Contract. At completion of the Work, the Contractor shall remove from and aste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus ~ 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. 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 AIA9 Document is protected by U.S. Copyrighl Law and International Treaties. 17 Unauthorized reproduction or distribution of this AIA8 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 14:48:57 on 04/0612005 under Order No.l000170705_1 which expires on 3/24/2006, and is not for resaie. User Notes: (2413667578) ~ 3.16 ACCESS TO WORK .16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress ocated. ALTIES, PATENTS AND COPYRIGHTS he Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for ment of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account 'f, but shall not be responsible for such defense or loss when a particular design, process or product of a . cular manufactur manufacturers is required by the Contract Documents or where the copyright violations ontained" Dra Specifications or other documents prepared by the Owner or Architect. However, if the tractor ieve that the required design, process or product is an infringement of a copyright or a t, the be responsible for such loss unless such information is promptly furnished to the itect. mitted by law and to the extent claims, damages, losses or expenses are not covered lve Liability insurance purchased by the Contractor in accordance with Section 11.3, nd hold harmless the Owner, Architect, Architect's consultants, and agents and and against claims, damages, losses and expenses, including but not limited to resulting from performance of the Work, provided that such claim, damage, loss or jury, sickness, disease or death, or to injury to or destruction of tangible property nly to the extent caused by the negligent acts or omissions of the Contractor, a indirectly employed by them or anyone for whose acts they may be liable, claim, damage, loss or expense is caused in part by a party indemnified hereunder. strued to negate, abridge, or reduce other rights or obligations of indemnity which y or person described in this Section 3.18. son or entity indemnified under this Section 3.18 by an employee of the Contractor, ly or indirectly employed by them or anyone for whose acts they may be liable, the er Section 3.18.1 shall not be limited by a limitation on amount or type of damages, ble by or for the Contractor or a Subcontractor under workers' compensation acts, em enefit acts. e.phson lawfully licensed to practice architecture or an entity lawfully practicing as eement and is referred to throughout the Contract Documents as if singular rm "Ar he Architect or the Architect's authorized representative. e Architect is terminated, the Owner shall employ a new Architect against whom the able objection and whose status under the Contract Documents shall be that of the former ~ 4.2 ARCHITECT'S ADMINISTRA nON OF THE CONTRACT ct will provide administration of the Contract as described in the Contract Documents, and will be ntative (I) during construction, (2) until final payment is due and (3) with the Owner's time to time during the one-year period for correction of Work described in Section 12.2. The e authority to act on behalf of the Owner only to the extent provided in the Contract Documents, odified in writing in accordance with other provisions of the Contract. ~ 4.2.2 The Architect, as a representative of the Owner, will visit the site at intervals appropriate to the stage of the Contractor's operations (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 AlA Document A201"' -1997. Copyright @ 1911. 1915. 1918. 1925. 1937. 1951. 1958. 1961. 1963. 1966. 1970. 1976. 1987 and 1997 by The American Inslilute of Architects. All rights reserved. WARNING: This AIA8 Document is protected by U.S. Copyright Law and International Treaties. 18 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 14:48:57 on 04/0612005 under Order No.l00017070S_1 which expires on 3/24/2006, and is not for resale. User Notes: (2413667578) deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that when fully completed, will be in accordance with the Contract Documents. However, the Architect will ired to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. teet will neither have control over or charge of, nor be responsible for, the construction means, methods, , sequences or procedures, or for the safety precautions and programs in connection with the Work, since solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in 3.3.1. . I not be responsible for the Contractor's failure to perform the Work in accordance with the .ct Documents. The Architect will not have control over or charge of and will not be ions of the Contractor, Subcontractors, or their agents or employees, or any other g portions of the Work. cilitating Contract Administration. Except as otherwise provided in the Contract . unications have been specially authorized, the Owner and Contractor shall ach other through the Architect about matters arising out of or relating to the d with the Architect's consultants shall be through the Architect. Communications material suppliers shall be through the Contractor. Communications by and with ough the Owner. '~valuations of the Contractor's Applications for Payment, the Architect will review ontractor and will issue Certificates for Payment in such amounts. thority to reject Work that does not conform to the Contract Documents. Whenever y or advisable, the Architect will have authority to require inspection or testing of tions 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or authority of the Architect nor a decision made in good faith either to exercise or all give rise to a duty or responsibility of the Architect to the Contractor, equipment suppliers, their agents or employees, or other persons or entities performing an.(iapprove or take other appropriate action upon the Contractor's submittals such Data ' , pies, but only for the limited purpose of checking for conformance with des' _ expressed in the Contract Documents. The Architect's action will be taken ppt cause no delay in the Work or in the activities of the Owner, Contractor or le.:~liowing sufficient time in the Architect's professional judgment to permit adequate ch s' conducted for the purpose of determining the accuracy and completeness of as dime I1tities, or for substantiating instructions for installation or performance of rn~';'.rll _, ain the responsibility of the Contractor as required by the Contract 2IDtect's revIew of the Contractor's submittals shall not relieve the Contractor of the obligations he Architect's review shall not constitute approval of safety precautions or, unless Architect, of any construction means, methods, techniques, sequences or al of a specific item shall not indicate approval of an assembly of which the item I prepare Change Orders and Construction Change Directives, and may authorize minor provided in Section 7.4. . ect will conduct inspections to determine the date or dates of Substantial Completion and the date n, will receive and forward to the Owner, for the Owner's review and records, written warranties ents required by the Contract and assembled by the Contractor, and will issue a final Certificate compliance with the requirements of the Contract Documents. ~ 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. AlA Document A201'" -1997. Copyright <!:l1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966,1970,1976,1987 and 1997 byThe American Institute 01 Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyrighl Law and International Treaties. 19 Unauthorized reproduction or distribution of this AIA3 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 14:48:57 on 04/0612005 under Order No.l000170705_1 which expires on 3/24/2006, and is not lor resale. User Notes: (2413667578) ~ 4.2.11 The Architect will interpret and decide matters concerning performance under and requirements of, the ocuments on written request of either the Owner or Contractor. The Architect's response to such requests de in writing within any time limits agreed upon or otherwise with reasonable promptness. If no is made concerning the time within which interpretations required of the Architect shall be furnished in e with this Section 4.2, then delay shall not be recognized on account of failure by the Architect to furnish erpretations until IS days after written request is made for them. 2 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable the Contract Doclll!1ents and will be in writing or in the form of drawings. When making such interpretations initial ons,'" chitect will endeavor to secure faithful performance by both Owner and Contractor, will ty and will not be liable for results of interpretations or decisions so rendered in good faith. isions on matters relating to aesthetic effect will be final if consistent with the intent opuments. demand or assertion by one of the parties seeking, as a matter of right, adjustment or , payment of money, extension of time or other relief with respect to the terms of the includes other disputes and matters in question between the Owner and Contractor Contract. Claims must be initiated by written notice. The responsibility to {tp the party making the Claim. aims by either party must be initiated within 21 days after occurrence of the event . n 21 days after the claimant first recognizes the condition giving rise to the Claim, be initiated by written notice to the Architect and the other party. rmance. Pending final resolution of a Claim except as otherwise agreed in writing d Article 14, the Contractor shall proceed diligently with performance of the continue to make payments in accordance with the Contract Documents. .pr Unknown Conditions. If conditions are encountered at the site which are (1) cealedppysical conditions which differ materially from those indicated in the Contract phys~_ ' -.tions of an unusual nature, which differ materially from those ordinarily ly re~9lt. ,'<. as inherent in construction activities of the character provided for in the t).otice-by the observing party shall be given to the other party promptly before conditions velil'later than 21 days after first observance of the conditions. The Architect will promptly ion iffer materially and cause an increase or decrease in the Contractor's cost d for, p 'ny part of the Work, will recommend an equitable adjustment in the on(l;act, " If the Architect determines that the conditions at the site are not materially osetiiai ted in th~ Contract Documents and that no change in the terms of the Contract is justified, it~ er and Contractor in writing, stating the reasons. Claims by either party in oPl!2sltion _ ust be made within 21 days after the Architect has given notice of the decision. If ft.)lditions enco ". ' erially different, the Contract Sum and Contract Time shall be equitably adjusted, "f t 4 Con or cannot agree on an adjustment in the Contract Sum or Contract Time, the st r~ferred to the Architect for initial determination, subject to further proceedings pursuant to ion 4 ~ 4.3.5 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum, rovided herein shall be given before proceeding to execute the Work. Prior notice is not required to an emergency endangering life or property arising under Section 10.6. actor believes additional cost is involved for reasons including but not limited to (1) a written (lm 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. AlA Document AZ01'" -1997. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute 01 Architects. All rights reserved. WARNING: This AlAe Document Is protected by U.S. Copyright Law and International Treaties. 20 Unauthorized reproduction or distribution of this AIA3 Document, or any portion of Itl 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 14:48:57 on 04/0612005 under Order No.l000170705_1 which expires on 3/24/2006, and is notlor resale. User Notes: (2413667578) ~ 4.3.7 Claims for Additional Time 4. .7.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided I be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on f the Work. In the case of a continuing delay only one Claim is necessary. If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented substantiating that weather conditions were abnormal for the period of time, could not have been reasonably ated and had an adverse effect on the scheduled construction. Person or Property. If either party to the Contract suffers injury or damage to person or omission of the other party, or of others for whose acts such party is legally f such injury or damage, whether or not insured, shall be given to the other party within ding 21 days after discovery. The notice shall provide sufficient detail to enable the other the Contract Documents or subsequently agreed upon, and if quantities originally nged in a proposed Change Order or Construction Change Directive so that o quantities of Work proposed will cause substantial inequity to the Owner or rices shall be equitably adjusted. Damages. The Contractor and Owner waive Claims against each other for t of or relating to this Contract. This mutual waiver includes: y the Owner for rental expenses, for losses of use, income, profit, financing, tation, and for loss of management or employee productivity or of the services of by the Contractor for principal office expenses including the compensation of d there, for losses of financing, business and reputation, and for loss of profit d profit arising directly from the Work. able, without limitation, to all consequential damages due to either party's termination Nothing contained in this Section 4.3.10 shall be deemed to preclude an award of en a IicablF' in accordance with the requirements of the Contract Documents. WI ew Claims and within ten days of the receipt of the Claim take one or more of the request additional supporting data from the claimant or a response with supporting data from recommend a reiection of the Claim in whole or in part, (3) approve recommend an oval of ) suggest a compromise, or (5) advise the parties that the Architect is unable to rewWe recommend a resolution of the Claim if the Architect lacks sufficient information to evaluate the merits of the Claim concludes that, in the Architect's sole discretion, it would be inappropriate for the Architect to a resolution of the Claim. g Claims, the Architect may, but shall not be obligated to, consult with or seek information 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. The failure of the Architect to consider a Claim under Sections 4.4.1. 4.4.2 and 4.4.3. shall not relieve the Contractor or the Owner of any duty with respect to such Claim under Section 4.4.4, or waive anv right of the Contractor or the Owner with respect to such Claim under Section 4.4.4. AlA Document A201'" -1997. Copyright @ 1911, 1915, 1918, 1925. 1937, 1951, 1958,1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Inslitute of Architects. All rights reserved. WARNING: This AIA8 Document is protected by U.S. Copyright Law and International Treaties. 21 Unauthorized reproduction or distribution of this AIA~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documenl was produced by AlA software at 14:48:57 on 04/06/2005 under Order No.1000170705_' which expires on 3/24/2006, and is not forresale. User Notes; (2413667578) -five thousand ecifications for AlA Document A201'" -1997. Copyright @ 19", 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. 22 Unauthorized reproduction or distribution of this AIAg Document, Qr 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 14:48:57 on 04/0612005 under Order No.1 000170705_1 which expires on 3/24/2006, and is not for resale. User Notes: (2413667578) ',vithin said 30 days' Jleriod shall resldt in the ,\rehiteet's decision beeolRing final and biRding Iipen the OWRer alld Ceatractor. If the ,\rellitect readers a decision after arbitration Jlreceedings ha'le beeR initiated, slich decision may be eRtered as evideRce, Imt sllall not slipersede arbitration pmceedillgs IiRless the decision is acceptable to all Jlarties eOReerRed. 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 protecled by U.S. Copyright Law and International Treaties. 23 Unauthorized reproduction or distribution of this AlAs Document, or any portion of ill 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 14:48:57 on 04/06/2005 under Order No.l000170705_1 which expires on 3/24/2006, and is not for resale. User Notes: (2413667578) pon receipt of a Claim against the Contractor or at any time thereafter, the Architect or the Owner may, but ligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a lity of a Contractor's default, the Architect or the Owner may, but is not obligated to, notify the surety and est the surety's a nce in resolving the controversy. r is the subject of a mechanic's lien, the party asserting such Claim may proceed in law to comply with the lien notice or filing deadlines prior to resolution of the Claim by or by arbitration. ~ 4.6.3 f. demand f{)r arbitration shall Be made Vii thin the time limits sl"eeified in Seetions 4. 4.8 Wld 4.8.1 as applieallle, aRd in other eases withiR a reaooRable time after the Claim has ariseR, aRd iR no event shall it be made AlA Document A201TU -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. 24 Unauthorized reproduction or distribution of this AIA& Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 14:48:57 on 04/0612005 under Order No.1 000170705_1 which expires on 3/24/2006, and is not for resale. User Notes: (2413667578) n or entity who has a direct contract with the Contractor to perform a portion of the ntractor" is referred to throughout the Contract Documents as if singular in tor or an authorized representative of the Subcontractor. The term "Subcontractor" tractor or subcontractors of a separate contractor. a person or entity who has a direct or indirect contract with a Subcontractor to > k at t '!/}'iThe term" Sub-subcontractor" is referred to throughout the Contract . numb 'means a Sub-subcontractor or an authorized representative of the Sub- ctor shall not contract with a proposed person or entity to whom the Owner or Architect has made ely 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 AlA Document A201'" -1997.Copyrlght ~ 1911. 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970. 1976. 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA* Document Is protected by U.S. Copyright Law and International Treaties. 25 Unauthorized reproduction or distribution of this AIAfS Document, or any portion of ii, 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 14:48:57 on 04/0612005 under Order No.100017070S_1 which expires on 3/24/2006, and is not for resale. User Notes: (2413667578) rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall . e.a~ed or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order ued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract ntract Time shall be allowed for such change unless the Contractor has acted promptly and responsively ing names as required. e Contractor shall not change a Subcontractor, person or entity previously selected except in compliance ublic Contract Code Section 4100 et se . or if the Owner or Architect makes reasonable objection to such itute. ment, written where legally required for validity, the Contractor shall require each of the Work to be performed by the Subcontractor, to be bound to the Contractor by lI}~nts, and to assume toward the Contractor all the obligations and responsibilities, safety of the Subcontractor's Work, which the Contractor, by these Documents, ; Architect. Each subcontract agreement shall preserve and protect the rights of the ontract Documents with respect to the Work to be performed by the Subcontractor ill not prejudice such rights, and shall allow to the Subcontractor, unless specifically ntract agreement, the benefit of all rights, remedies and redress against the by the Contract Documents, has against the Owner. Where appropriate, the ontractor to enter into similar agreements with Sub-subcontractors. The each proposed Subcontractor, prior to the execution of the subcontract agreement, s to which the Subcontractor will be bound, and, upon written request of the .libcontractor terms and conditions of the proposed subcontract agreement which may t Documents. Subcontractors will similarly make copies of applicable portions of . respective proposed Sub-subcontractors. T OF SUBCONTRACTS ment for a portion of the Work is assigned by the Contractor to the Owner provided ffective only after termination of the Contract by the Owner for cause pursuant to nd only ose subcontract agreements which the Owner accepts by notifying the or an~~~ or in writing; and t is subj~Rt e prior rights of the surety, if any, obligated under bond relating to the cWork has been suspended for more than 30 days, the Subcontractor's edfor increases in cost resulting from the suspension. OWNER OR BY SEPARATE CONTRACTORS CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS t to perform construction or operations related to the Project with the Owner's ontracts in connection with other portions of the Project or other construction or onditions of the Contract identical or substantially similar to these including those ance and waiver of subrogation. If the Contractor claims that delay or additional cost is action by the Owner, the Contractor shall make such Claim as provided in Section 4.3. ~ 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations . e:,tl1e:.te,rm "Contractor" in the Contract Documents in each case shall mean the Contractor who executes at~':QWner-Contractor Agreement. shall provide for coordination of the activities of the Owner's own forces and of each separate 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 neces~ary 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. AlA Document A201 TN -1997. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute 01 Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties, 26 Unauthorized reproduction or distribution of this AIAv 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 14:48:57 on 04/06/2005 under Order No.l000170705_1 which expires on 3/24/2006, and is not for resale. User Notes: (2413667578) nless otherwise provided in the Contract Documents, when the Owner performs construction or operations he Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations the same rights which apply to the Contractor under the Conditions of the Contract, including, without others, those stated in Article 3, this Article 6 and Articles 10, II and 12. TUAL RESPONSIBILITY The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and ge of their materi. and equipment and performance of their activities, and shall connect and coordinate the tractor's nstrucii nd operations with theirs as required by the Contract Documents. tor's Work depends for proper execution or results upon construction or operations by 'ntractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly ar<ipt discrepancies or defects in such other construction that would render it unsuitable . results. Failure of the Contractor so to report shall constitute an acknowledgment that . or's completed or partially completed construction is fit and proper to receive the defects not then reasonably discoverable. bursed by the Contractor for costs incurred by the Owner which are payable to a delays, improperly timed activities or defective construction of the Contractor. The Contractor for costs incurred by the Contractor because of delays, improperly ork or defective construction of a separate contractor. pUy remedy damage wrongfully caused by the Contractor to completed or partially perty of the Owner or separate contractors as provided in Section 10.2.5. ate contractor shall have the same responsibilities for cutting and patching as are ection 3.14. EAN UP ghg the Contractor, separate contractors and the Owner as to the responsibility under or mainta . gthe premises and surrounding area free from waste materials and rubbish, lld theett will allocate the cost among those responsible. omplished after execution of the Contract, and without invalidating the .. Change Directive or order for a minor change in the Work, subject to the elsewhere in the Contract Documents. sed upon agreement among the Owner, Contractor and Architect; a Construction nt by the Owner and Architect and mayor may not be agreed to by the ange in the Work may be issued by the Architect alone. ork shall be performed under applicable provisions of the Contract Documents, and the promptly, unless otherwise provided in the Change Order, Construction Change Directive Ilge in the Work. DERS rder is a written instrument prepared by the Architect and signed by the Owner, Contractor and heir agreement upon all of the following: nge in the Work; 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. AlA Document A201''' -1997. Copyright @ 1911. 1915. 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute 01 Architects. All rights reserved. WARNING: This AlA. Document Is protecled by U.S. Copyright law and International Treaties. 27 Unauthorized reproduction or distribution of this AlAs 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 14:48:57 on 04106/2005 under Order No.l000170705_1 which expires on 3/24/2006. and is not forresale. User Notes: (2413667578) ~ 7.3 CONSTRUCTION CHANGE DIRECTIVES 7. ..1 Construction Change Directive is a written order prepared by the Architect and signed by the Owner and directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract tho The Owner may by Construction Change Directive, without invalidating the Contract, order changes rk within the general scope of the Contract consisting of additions, deletions or other revisions, the Sum and Contract Time being adjusted accordingly. A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change qr~er.. '~.I.3.3 If the.'c;onstructip'i!Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be d on one'. the follqwing methods: .. tance of a lump sum properly itemized and supported by sufficient substantiating data to uation; in the Contract Documents or subsequently agreed upon; . ned in a manner agreed upon by the parties and a mutually acceptable fixed or r ction 7.3.6. uction Change Directive, the Contractor shall promptly proceed with the change in Architect of the Contractor's agreement or disagreement with the method, if any, ge Directive for determining the proposed adjustment in the Contract Sum or irective signed by the Contractor indicates the agreement of the Contractor . n Contract Sum and Contract Time or the method for determining them. Such edi!ltely and shall be recorded as a Change Order. ot respond promptly or disagrees with the method for adjustment in the Contract Sum, shall be determined by the Architect on the basis of reasonable expenditures and e Work attributable to the change, including, in case of an increase in the Contract for ov and profit. In such case, and also under Section 7.3.3.3, the Contractor ch f Architect may prescribe, an itemized accounting together with ata. U rwise provided in the Contract Documents, costs for the purposes of this ,. 'teg t owing: bo~"including social security, old age and unemployment insurance, fringe benefits red by custom, and workers' compensation insurance; ts of mil i.es and equipment, including cost of transportation, whether incorporated or s of ~~diinery and equipment, exclusive of hand tools, whether rented from the Contractor or all bonds and insurance, permit fees, and sales, use or similar taxes related to s of supervision and field office personnel directly attributable to the change. . edit to be allowed by the Contractor to the Owner for a deletion or change which results in a "netdecrease tract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall asis of net increase, if any, with respect to that change. I determination of the total cost of a Construction Change Directive to the Owner, amounts not in anges in the Work shall be included in Applications for Payment accompanied by a Change e 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. AlA Document A201'" -1997. Copyright <!:l191!, 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. Copyrlghl Law and International Treaties. 28 Unauthorized reproduction or distribution of this AIA3 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 14:48:57 on 04/0612005 under Order No.1 000170705_1 which expires on 3/24/2006, and is not forresale. User Notes: (2413667578) ~ 7.3.9 When the Owner and Contractor agree with the detennination made by the Architect concerning the . jns in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such . shall be effective immediately and shall be recorded by preparation and execution of an appropriate der. R CHANGES IN THE WORK he Architect will have authority to order minor changes in the Work not involving adjustment in the act Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. changes shall be ted by written order and shall be binding on the Owner and Contractor. The Contractor I carry 0 uch w orders promptly. rovided, Contract Time is the period of time, including authorized adjustments, allotted in or,~ubstantial Completion of the Work. nt of the Work is the date established in the Agreement. ompletion is the date certified by the Architect in accordance with Section 9.8. he Contract Documents shall mean calendar day unless otherwise specifically ON ontract Documents are of the essence of the Contract. By executing the Agreement ontract Time is a reasonable period for performing the Work. knowingly, except by agreement or instruction of the Owner in writing, prematurely ite or elsewhere prior to the effective date of insurance required by Article II to be d Owner. The date of commencement of the Work shall not be changed by the e. Unless the date of commencement is established by the Contract Documents or a e Ow ontractor shall notify the Owner in writing not less than five days or e Work to perrnit the timely filing of mortgages, mechanic's liens and at any time in the commencement or progress of the Work by an act or neglect of mployee of either, or of a separate contractor employed by the Owner, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other trol, or by delay authorized by the Owner pending mediation and arbitration, or c itect determines may justify delay, then the Contract Time shall be extended by asonable time as the Architect may detennine. o time shall be made in accordance with applicable provisions of Section 4.3. 'on 8.3 does not preclude recovery of damages for delay by either party under other provisions of ments. ENTS AND COMPLETION 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. 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. 29 Unauthorized reproduction or distribution of this AIA3 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 14:48:57 on 04/0612005 under Order No.l000170705_1 which expires on 3/24/2006, and is not for resaie. User Notes: (2413667578) ~ 9.2 SCHEDULE OF VALUES ore the first Application for Payment, the Contractor shall submit to the Architect a schedule of values o various portions of the Work, prepared in such form and supported by such data to substantiate its s the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for g the Contractor's Applications for Payment. PLlCATlONS FOR PAYMENT At least ten days before the date established for each progress payment, the Contractor shall submit to the itect an itemized lication for Payment for operations completed in accordance with the schedule of values. applicllqen shal tarized, if required, and supported by such data substantiating the Contractor's right to ent as thil:Own chitect may require, such as copies of requisitions from Subcontractors aud material Iiers, an.d'reflec inage if provided for in the Contract Documents. ti9n 7.3.8, such applications may include requests for payment on account of changes in . erly authorized by Construction Change Directives, or by interim determinations of ed in Change Orders. not include requests for payment for portions of the Work for which the Contractor ontractor or material supplier, unless such Work has been performed by others pay. ed in the Contract Documents, payments shall be made on account of materials and ly stored at the site for subsequent incorporation in the Work. If approved in advance . ilarly be made for materials and equipment suitably stored off the site at a location ent fo ials and equipment stored on or off the site shall be conditioned upon or w ,\Ires satisfactory to the Owner to establish the Owner's title to such or otherwisi;.protectthe Owner's interest, and shall include the costs of applicable n~poti'afi6W!io the site for such materials and equipment stored off the site. to all Work covered by an Application for Payment will pass to the Owner ntractor further warrants that upon submittal of an Application for es for Payment have been previously issued and payments received from the ontractor's knowledge, information and belief, be free and clear of liens, claims, in favor of the Contractor, Subcontractors, material suppliers, or other persons or f having provided labor, materials and equipment relating to the Work. FORP ENT 'Il, within seven days after receipt of the Contractor's Application for Payment, either issue e for Payment, with a copy to the Contractor, for such amount as the Architect determines ce of a Certificate for Payment will constitute a representation by the Architect to the Owner, 'tect's evaluation of the Work and the data comprising the Application for Payment, that the Work 'ttj,the point indicated and that, to the best of the Architect's knowledge, information and belief, the tirk is in accordance with the Contract Documents. The foregoing representations are subject to au evaluation of the Work for conformauce with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance AlA Document A201"'-1997.Copyrlghl <C> 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. 30 Unauthorized reproduction or distribution of this AIA3 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 14:48:57 on 04/0612005 under Order No.l000170705_1 which expires on 3/24/2006, and is not forresale. User Noles: (2413667578) of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on- O. tions to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers ata requested by the Owner to substantiate the Contractor's right to payment, or (4) made examination to ow or for what purpose the Contractor has used money previously paid on account of the Contract Sum. CISIONS TO WITHHOLD CERTIFICATION The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary . the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot unable to certify payment in .the amount of the Application, the Architect will notify the ovided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised romptly issue a Certificate for Payment for the amount for which the Architect is able to o the Owner. The Architect may also withhold a Certificate for Payment or, because of . nce, may nullify the whole or a part of a Certificate for Payment previously issued, to y in the Architect's opinion to protect the Owner from loss for which the Contractor ulting from acts and omissions described in Section 3.3.2, because of: ot remedied; filed or reasonable evidence indicating probable filing of such claims unless Ie to the Owner is provided by the Contractor; ,tractor to make payments properly to Subcontractors or for labor, materials or e that the Work cannot be completed for the unpaid balance of the Contract Sum; er or another contractor; ce that the Work will not be completed within the Contract Time, and that the ould not be adequate to cover actual or liquidated damages for the anticipated delay; o carry out the Work in accordance with the Contract Documents. s for withholding certification are removed, certification will be made for amounts ificate for Payment, the Owner shall make payment in the manner and ocuments, and shall so notify the Architect. , furnish to a Subcontractor, if practicable, information' regarding percentages of by the Contractor and action taken thereon by the Architect and Owner on rk done by such Subcontractor. r nor Architect shall have an obligation to payor to see to the payment of money to a s'may otherwise be required by law. material suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and te for Payment, a progress payment, or partial or entire use or occupancy of the Project by the onstitute acceptance of Work not in accordance with the Contract Documents. ~ 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under AlA Document A201'" -1997. Copyright <1:>1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNtNG: This AlAe Document is protected by U.S. Copyright Law and Internalional Treaties. 31 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 14:48:57 on 04/06/2005 under Order No.1000170705_1 which expires on 3124/2006, and is not forresale. User Noles: (2413667578) contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require e to be placed in a separate account and not commingled with money of the Contractor, shall create any iability or tort liability on the part of the Contractor for breach of trust or shall entitle any person or entity d of punitive damages against the Contractor for breach of the requirements of this provision. URE OF PAYMENT f the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days ceipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven after the date est . hed in the Contract Documents the amount certified by the Architect or awarded by the tor may, upon seven additional days' written notice to the Owner and Architect, stop the mount owing has been received. The Contract Time shall be extended appropriately and creased by the amount of the Contractor's reasonable costs of shut-down, delay and vided for in the Contract Documents. ON s the stage in the progress of the Work when the Work or designated portion thereof . dance with the Contract Documents so that the Owner can occupy or utilize the siders that the Work, or a portion thereof which the Owner agrees to accept , te, the Contractor shall prepare and submit to the Architect a comprehensive list of prior to final payment. Failure to include an item on such list does not alter the complete all Work in accordance with the Contract Documents. tor's list, the Architect will make an inspection to determine whether the Work or ntially complete. If the Architect's inspection discloses any item, whether or not which is not sufficiently complete in accordance with the Contract Documents so 'lize the Work or designated portion thereof for its intended use, the Contractor rtificate of Substantial Completion, complete or correct such item upon notification , the Contractor shall then submit a request for another inspection by the Architect to tion. on thereof is substantially complete, the Architect will prepare a Ich shall establish the date of Substantial Completion, shall establish nllI actor for security, maintenance, heat, utilities, damage to the Work and t diitne within which the Contractor shall finish all items on the list accompanying the req ontract Documents shall commence on the date of Substantial Completion ignate f unless otherwise provided in the Certificate of Substantial Completion. ubstantial Completion shall be submitted to the Owner and Contractor for their written ned to them in such Certificate. Upon such acceptance and consent of surety, if t of retainage applying to such Work or designated portion thereof. Such payment complete or not in accordance with the requirements of the Contract Documents. CY OR USE ccupy or use any completed or partially completed portion of the Work at any stage when portion 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 I occupancy or use may commence whether or not the portion is substantially complete, provided ntractor have accepted in writing the responsibilities assigned to each of them for payments, ecurity, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in the period for correction of the Work and commencement of warranties required by the Contract 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. AlA Document A201'" -1997. Copyright @1911, 1915. 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institule of Architects. All rights reserved. WARNING: This AlA. Document is protected by U.S. Copyright Law and International Treaties. 32 Unauthorized reproduction or distribution of this AIA* Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted 10 the maximum extenl possible under lhe law. This document was produced by AlA sof1ware at 14:48:57 on 04/0612005 under Order No.1000170705_1 which expires on 3/24/2006, and is not for resale. User Notes: (2413667578) ~ 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect a tq be occupied or portion of the Work to be used in order to determine and record the condition of the 'less otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not e acceptance of Work not complying with the requirements of the Contract Documents. ritten notice that the Work is ready for final inspection and acceptance and upon receipt of ment, the Architect will promptly make such inspection and, when the Architect finds the Contract Documents and the Contract fully performed, the Architect will promptly issue nt stating that to the best of the Architect's knowledge, information and belief, and on n-site visits and inspections, the Work has been completed in accordance with terms I Documents and that the entire balance found to be due the Contractor and noted in . payable. The Architect's final Certificate for Payment will constitute a further ted in Section 9.10.2 as precedent to the Contractor's being entitled to final payment or any remaining retained percentage shall become due until the Contractor submits that payrolls, bills for materials and equipment, and other indebtedness connected er or the Owner's property might be responsible or encumbered (less amounts id or otherwise satisfied, (2) a certificate evidencing that insurance required by the force after final payment is currently in effect and will not be canceled or allowed rior written notice has been given to the Owner, (3) a written statement that the ial reason that the insurance will not be renewable to cover the period required by ent of surety, if any, to final payment and (5), if required by the Owner, other data on of obligations, such as receipts, releases and waivers ofliens, claims, security out of the Contract, to the extent and in such form as may be designated by the es to furnish a release or waiver required by the Owner, the Contractor may furnish a to indemnify the Owner against such lien. If such lien remains unsatisfied after ctor shall refund to the Owner all money that the Owner may be compelled to pay in ng all pd reasonable attorneys' fees. f the Work, final completion thereof is materially delayed through no fault ange Orders affecting final completion, and the Architect so confirms, the the Contractor and certification by the Architect, and without terminating the ue for that portion of the Work fully completed and accepted. If the pleted or corrected is less than retainage stipulated in the Contract bdtids ished, the written consent of surety to payment of the balance due for that comp eted and accepted shall be submitted by the Contractor to the Architect prior to payment shall be made under terms and conditions governing final payment, waiver of claims. 1 yment shall constitute a waiver of Claims by the Owner except those arising from: ims, security interests or encumbrances arising out of the Contract and unsettled; the Work to comply with the requirements of the Contract Documents; or pecial warranties required by the Contract Documents. e of final payment by the Contractor. a Subcontractor or material supplier shall constitute a y that payee except those previously made in writing and identified by that payee as unsettled at pplication for Payment. .. TECTlON 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. AlA Document A201111-1997. 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 AIA9 Document Is protected by U.S. Copyright Law and International Treaties. 33 Unauthorized reproduction or distribution of this AlAS 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 14:48:57 on 04/0612005 under Order No.1000170705_1 which expires on 3/24/2006. and is not for resale. User Notes: (2413667578) ~ 10.2 SAFETY OF PERSONS AND PROPERTY e Contractor shall take reasonable precautions for safety of. and shall provide reasonable protection to mage, injury or loss to: employees on the Work and other persons who may be affected thereby; 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, roadw tructures and utilities not designated for removal, relocation or replacement in the course f co on. I give notices and comply with applicable laws, ordinances, rules, regulations and lawful bearing on safety of persons or property or their protection from damage, injury or loss. ect and maintain, as required by existing conditions and performance of the Contract, and protection, including posting danger signs and other warnings against hazards, and notifying owners and users of adjacent sites and utilities. explosives or other hazardous materials or equipment or unusual methods are Work, the Contractor shall exercise utmost care and carryon such activities under personnel. ptly remedy damage and loss (other than damage or loss insured under property t Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in r, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed whose acts they may be liable and for which the Contractor is responsible under cept damage or loss attributable to acts or omissions of the Owner or Architect or ployed by either of them, or by anyone for whose acts either of them may be liable, t or negligence of the Contractor. The foregoing obligations of the Contractor are in bligations under Section 3.18. responsible member of the Contractor's organization at the site whose duty "person shall be the Contractor's superintendent unless otherwise to the Owner and Architect. shal} not load or permit any part of the construction or site to be loaded so as to endanger its be inadequate to prevent foreseeable bodily injury or death to persons ce, including but not limited to asbestos or polychlorinated biphenyl (PCB), actor, the Contractor shall, upon recognizing the condition, immediately stop the condition to the Owner and Architect in writing. extent of the costs of testin of asbestos abatement and dis osal and lead based aint removal and dis osal as set forth e Co ts the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material other materials or substance substances reported by the Contractor and, in the event such ubstance is found to be present, to verify that it has been rendered harmless. Unless otherwise ntract Documents, the Owner shall furnish in writing to the Contractor and Architect the names of persons or entities who are to perform tests verifying the presence or absence of such material o are to perform the task of removal or safe containment of such material or substance. The 'e 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 AlA Document A201"' -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970, 1976, 1987 and 1997 byThe American Institute 01 Architects. All rights reserved. WARNING: This AIA3 Document Is protected by U.S. Copyright Law and International Treaties. 34 Unauthorized reproduction or distribution of this AIAtS 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 14:48:57 on 04/0612005 under Order No.1000170705_1 which expires on 3/24/2006, and is notlorresale. User Notes: (2413667578) appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of ut-down, delay and start-up, which adjustments shall be accomplished as provided in Article 7. the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, ctors, Architect, Architect's consultants and agents and employees of any of them from and against amages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from nce of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or as described in Section IOJ.I and has not been rendered harmless, provided that such claim, damage, loss or nse is attributabl bodily injury, sickness, disease or death, or to injury to or destruction of tangible property er than t~~Work . and provided that such damage, loss or expense is not due to the sole negligence of a y seekin dem be responsible under Section 10.3 for materials and substances brought to the site by the Is or substances were required by the Contract Documents. the part of the Contractor, the Contractor is held liable for the cost of remediation of e solely by reason of performing Work as required by the Contract Documents, the ractor for all cost and expense thereby incurred. safety of persons or property, the Contractor shall act, at the Contractor's amage, injury or loss. Additional compensation or extension of time claimed by mergency shall be determined as provided in Section 4.3 and Article 7. ONDS INSURANCE hase from and maintain in a California admitted insurance Company with a current edition ratin of not less than "B vii" or comflanies lawfully !I111Rorized to . .. Quivalent such insurance as will protect the Contractor hich may arise out of or result from the Contractor's operations under the Contract and be legally liable, whether such operations be by the Contractor or by a Subcontractor . rectly d by any of them, or by anyone for whose acts any of them may be llse of bodily injury, sickness or disease, or death of any person other than ees; 'insured by usual personal injury liability coverage; , other than to the Work itself, because of injury to or destruction of tangible loss of use resulting therefrom; ecause of bodily injury, death of a person or property damage arising out of tntenance or use of a motor vehicle; bodily injury or property damage arising out of completed operations; and olving contractual liability insurance applicable to the Contractor's obligations under .18. nce required by Section 11.1.1 shall be written for not less than limits of liability specified in the . $1.000.000 for single claim and $2.000.000 overages, whether written on an occurrence or claims-made basis, shall be maintained without date of commencement of the Work until date of final payment and termination of any coverage ntained 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 AlA Document A201'" -1997. Copyright @ 1911, 1915. 1918. 1925, 1937. 1951, 1958. 1961, 1963, 1966, 1970. 1976, 1987 and 1997 by The American InSlitute of Archilects. All rights reserved. WARNING: This AlAe Document is prolected by U.S. Copyrlghllaw and International Treaties. 35 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 14:48:57 on 04/0612005 under Order No.l000170705_1 which expires on 3/24/2006. and is not for resale. User Notes: (2413667578) notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force after ent and are reasonably available, an additional certificate evidencing continuation of such coverage shall ed with the final Application for Payment as required by Section 9.10.2. Information concerning reduction e on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by ctor with reasonable promptness in accordance with the Contractor's information and belief. NER'S LIABILITY INSURANCE .1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. ENT PROTECTIVE LIABILITY INSURANCE er may require the Contractor to purchase and maintain Project Management Protective Contractor's usual sources as primary coverage for the Owner's, Contractor's and y for construction operations under the Contract. Unless otherwise required by the !)er shall reimburse the Contractor by increasing the Contract Sum to pay the cost of . h optional insurance coverage, and the Contractor shall not be responsible for surance on behalf of the Owner. The minimum limits of liability purchased with he aggregate of the limits required for Contractor's Liability Insurance under U. are covered by Project Management Protective Liability insurance, the Owner, I rights against each other for damages, except such rights as they may have to the olicy shall provide for such waivers of subrogation by endorsement or otherwise. ire the Contractor to include the Owner, Architect or other persons or entities as ctor's Liability Insurance coverage under Section Il.l. ded, the Owner shall purchase and maintain, in a company or companies lawfully e jurisdiction in which the Project is located, property insurance written on a builder's licy form in the amount of the initial Contract Sum, plus value of subsequent Contract rials supplied or installed by others, comprising total value for the entire Project at the is wi .tional deductibles. Such property insurance shall be maintained, unless onents or otherwise agreed in writing by all persons and entities who are anc payment has been made as provided in Section 9.10 or until no person or f.,Ra rable interest in the property required by this Section 11.4 to be covered, m~Yrance shall include interests of the Owner, the Contractor, Subcontractors and Sub- Proj msura an "all-risk" or equivalent policy form and shall include, without limitation, erils of lire (with extended coverage) and physical loss or damage including, without dalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, ings and debris removal including demolition occasioned by enforcement of any hall cover reasonable compensation for Architect's and Contractor's services suit of such insured loss. oes not intend to purchase such property insurance required by the Contract and with all of overag unt 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 ntractors and Sub-subcontractors in the Work, and by appropriate Change Order the cost thereof the Owner. If the Contractor is damaged by the failure or neglect of the Ownerto purchase or as described above, without so notifying the Contractor in writing, then the Owner shall bear all roperly attributable thereto. ~ 11.4.1.3 Ifthe property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles. AlA Document A201'" -1997. Copyright ttl1911. 1915. 1918, 1925. 1937, 1951, 1958. 1961, 1963, 1966, 1970. 1976. 1987 and 1997 by The American Institule of Architects. All rights reserved. WARNtNG: This AlA" Document Is protected by U.S. Copyright Law and International Treaties. 36 Unauthorized reproduction or distribution of this AIA8 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 14:48:57 on 0410612005 under Order No.l000170705_1 which expires on 3/24/2006. and is not forresale. User Notes: (2413667578) ~ 11.4.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work tr artial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company ies providing property insurance have consented to such partial occupancy or use by endorsement or . The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or . es and shall, without mutual written consent, take no action with respect to partial occupancy or use that cause cancellation, lapse or reduction of insurance. ery Insurance. The Owner shall purchase and maintain boiler and machinery insurance cuments or by law, which shall specifically cover such insured objects during ceptance by the Owner; this insurance shall include interests of the Owner, Contractor, contractors in the Work, and the Owner and Contractor shall be named insureds. The Owner, at the Owner's option, may purchase and maintain such insurance as ss of use of the Owner's property due to fire or other hazards, however caused. The n against the Contractor for loss of use of the Owner's property, including or other hazards however caused. s in writing that insurance for risks other than those described herein or other in the property insurance policy, the Owner shall, if possible, include such II be charged to the Contractor by appropriate Change Order. truction period the Owner insures properties, real or personal or both, at or adjacent nder policies separate from those insuring the Project, or if after final payment ed on the completed Project through a policy or policies other than those insuring n period, the Owner shall waive all rights in accordance with the terms of Section e or other causes of loss covered by this separate property insurance. All separate ver of subrogation by endorsement or otherwise. loss may occur, the Owner shall file with the Contractor a copy of each policy that ',this Section 11.4. Each policy shall contain all generally applicable ~orsements related to this Project. Each policy shall contain a provision owed to expire, and that its limits will not be reduced, until at least 30 days' e Contractor. wner and Contractor waive all rights against (I) each other and any of their ts and employees, each of the other, and (2) the Architect, Architect's ured under Owner's property insurance shall be adjusted by the Owner as fiduciary and made er as fiduciary for the insureds, as their interests may appear, subject to requirements of any gee 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. AlA Document A201'" -1997. Copyright ~ 1911, 1915. 1918. 1925. 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Instilule 01 Architecls. All rights reserved. WARNING: This AlAe Document is protecled by U.S. Copyright law and International Treaties. 37 Unauthorized reproduction or distribution of this AIA~ Document, Qr 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 14:48:57 on 04/0612005 under Order NO.1 000170705_1 which expires on 3/24/2006, and is nol forresale. User Noles: (2413667578) ~ 11.4.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, 'RJ:\c1 for proper performance of the Owner's duties. The cost of required bonds shall be charged against . . .. eceived as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the II distribute in accordance with such agreement as the parties in interest may reach, or in accordance with ion award in which case the procedure shall be as provided in Section 4.6. If after such loss no other greement is made and unless the Owner terminates the Contract for convenience, replacement of damaged shall be performed by the Contractor after notification of a Change in the Work in accordance with Article uciary shall have power to adjust and settle a loss with insurers unless one of the parties in g within five days after occurrence of loss to the Owner's exercise of this power; if such te shall be resolved as provided in Sections 4.5 and 4.6. The Owner as fiduciary shall, in settlement with insurers in accordance with directions of the arbitrators. If distribution . ration is required, the arbitrators will direct such distribution. o PAYMENT BOND all have the right furnish to reqaire-the Contractor to rnfHish Owner bonds issued anies covering faithful performance of the Contract and payment of obligations bidding requirements or specifically required in the Contract Documents on the .reQuirements. erson or entity appearing to be a potential beneficiary of bonds covering payment ontract, the Contractor shall promptly furnish a copy of the bonds or shall permit a CORRECTION OF WORK is covered contrary to the Architect's request or to requirements specifically uments, it must, if required in writing by the Architect, be uncovered for the e replaced at the Contractor's expense without change in the Contract Time. ~overed which the Architect has not specifically requested to examine lIy request to see such Work and it shall be uncovered by the Contractor. If e wit.>,.... tract Documents, costs of uncovering and replacement shall, by appropriate "",.ner1s.'expense. If such Work is not in accordance with the Contract Documents, CQ)1tractor's expense unless the condition was caused by the Owner or a separate event be responsible for payment of such costs. ANTlAL COMPLETION ptly correct Work rejected by the Architect or failing to conform to the ments, whether discovered before or after Substantial Completion and whether or d. Costs of correcting such rejected Work, including additional testing and for the Architect's services and expenses made necessary thereby, shall be at the .2.2 AFTER ANTlAL COMPLETION ~ 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within one year after the date of letion of the Work or designated portion thereof or after the date for commencement of warranties Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, found to be not in accordance with the requirements of the Contract Documents, the Contractor .UPXpmptly after receipt of written notice from the Owner to do so unless the Owner has previously ~t)'~~tor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct AlA Document A201'" -1997. Copyright @ 1911. 19'5, 1918, 1925, 1937. 1951, 1958, 1961,1963,1966,1970,1976,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIAG Document is protected by U.S. Copyrlghl Law and Internallonal Trealles. 38 Unauthorized reproduction or distribution of this AIAg Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under lhe law. This document was produced by AlA software at 14:48:57 on 04/0612005 under Order No.l000170705_1 which expires on 3/24/2006, and is not for resale. User Notes: (2413667578) nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or . the Owner may correct it in accordance with Section 2.4. he one-year period for correction of Work shall be extended with respect to portions of Work fIrst after Substantial Completion by the period of time between Substantial Completion and the actual nce of the Work. .2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the tractor pursuant to' . s Section 12.2. I remove from the site portions of the Work which are not in accordance with the t Documents and are neither corrected by the Contractor nor accepted by the Owner. IU)ear the cost of correcting destroyed or damaged construction, whether completed or er or separate contractors caused by the Contractor's correction or removal of Work the requirements of the Contract Documents. s Section 12.2 shall be construed to establish a period of limitation with respect to tractor might have under the Contract Documents. Establishment of the one-year s described in Section 12.2.2 relates only to the specifIc obligation of the Contractor lationship to the time within which the obligation to comply with the Contract nforced, nor to the time within which proceedings may be commenced to establish ect to the Contractor's obligations other than specifIcally to correct the Work. FORMING WORK cept Work which is not in accordance with the requirements of the Contract o instead of requiring its removal and correction, in which case the Contract Sum ndequitable. Such adjustment shall be effected whether or not fInal payment has the law of the place where the Project is located. and to partners, successors, assigns and legal representatives of such other and obligations contained in the Contract Documents. Except as provided ontract shall assign the Contract as a whole without written consent of the ts to make such an assignment without such consent, that party shall nevertheless remain . ns under the Contract. nsent of the Contractor, assign the Contract to an institutional lender providing or roject. In such event, the lender shall assume the Owner's rights and obligations uments. The Contractor shall execute all consents reasonably required to facilitate such ~ 13.3 WRITTEN NOTICE i~~~!1!1otice shall be deemed to have been duly served if delivered in person to the individual or a member !if'~!ltjty or to an offIcer of the corporation for which it was intended, or if delivered at or sent by 'f',c#~iifIed mail to the last business address known to the party giving notice. IGHTSMm 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. AlA Document A201 TM -1997. Copyright ~ 1911, 1915, 1918. 1925, 1937, 1951, 1958. 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institule 01 Architects. All rights res.rved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. 39 Unauthorized reproduction or distribution of this AIA3 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 14:48:57 on 04/0612005 under Order No.l000170705_1 which expires on 3/24/2006, and is not forresale. User Notes: (2413667578) ~ 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty ",them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a eunder, except as may be specifically agreed in writing. S AND INSPECTIONS ests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, es, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an pendent testing la tory or entity acceptable to the Owner, or with the appropriate public authority, and shall all rei 0 ,ts, inspections and approvals. The Contractor shall give the Architect timely notice of nand "nspections are to be made so that the Architect may be present for such procedures. The er sh ts, inspections or approvals which do not become requirements until after bids are ived cluded. or public authorities having jurisdiction determine that portions of the Work require approval not included under Section 13.5.1, the Architect will, upon written struct the Contractor to make arrangements for such additional testing, inspection ble to the Owner, and the Contractor shall give timely notice to the Architect of tions are to be made so that the Architect may be present for such procedures. Such 'on 13.5.3, shall be at the Owner's expense. ing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the ith requirements established by the Contract Documents, all costs made necessary f repeated procedures and compensation for the Architect's services and expenses se. esting, inspection or approval shall, unless otherwise required by the Contract ontractor and promptly delivered to the Architect. bserve tests, inspections or approvals required by the Contract Documents, the and, where practicable, at the normal place of testing. "ursuant to the Contract Documents shall be made promptly to avoid the Contract Documents shall bear interest from the date payment is due at writing or, in the absence thereof, at the legal rate prevailing from time to cated. TORY LIMITATION PERIOD Contractor: ompletion. As to acts or failures to act occurring prior to the relevant date of a pletion, any applicable statute of limitations shall commence to run and any alleged action shall be deemed to have accrued in any and all events not later than such date of . 1 Completion; ubstantial 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 tificate for Payment, any applicable statute of limitations shall commence to run and any alleged se of action shall be deemed to have accrued in any and all events not later than the date of ance of the final Certificate for Payment; and Final Certificate for Payment. As to acts or failures to act occurring after the relevant date of 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 AlA Document A201'" -1997. Copyright @1911. 1915, 1918. 1925, 1937. 1951, 1958, 1961. 1963. 1966. 1970, 1976, 1987 and 1997 by The American instilute 01 Architects. All rights reserved. WARNiNG: This AiAe Document is protected by U.S. Copyrighl Law and International Treaties. 40 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 14:48:57 on 04/0612005 under Order No.l000170705_1 which expires on 3/24/2006, and is not forresale. User Notes: (2413667578) 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. 4 TERMINATION OR SUSPENSION OF THE CONTRACT MINA nON BY THE CONTRACTOR he Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for of the following ons: .1 issua n order of a court or other public authority having jurisdiction which requires all Work to ernment, such as a declaration of national emergency which requires all Work to be .chitect has not issued a Certificate for Payment and has not notified the Contractor of .ithholding certification as provided in Section 9.4.1, or because the Owner has not a Certificate for Payment within the time stated in the Contract Documents; or . led to furnish to the Contractor promptly, upon the Contractor's request, reasonable ired by Section 2.2.1. . nate the Contract if, through no act or fault of the Contractor or a Subcontractor, or employees or any other persons or entities performing portions of the Work ith the Contractor, repeated suspensions, delays or interruptions of the entire Work tion 14.3 constitute in the aggregate more than 100 percent of the total number of r 120 days in any 365-day period, whichever is less. ribed in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days' chitect, terminate the Contract and recover from the Owner payment for Work th respect to materials, equipment, tools, and construction equipment and machinery, , profit and damages. for a period of 60 consecutive days through no act or fault of the Contractor or a or em c::S or any other persons performing portions of the Work under contract e the s persistently failed to fulfill the Owner's obligations under the Contract t to ma tant to the progress of the Work, the Contractor may, upon seven additional he the Architect, terminate the Contract and recover from the Owner as provided CAUSE ontract if the Contractor: ~r repeatedly refuses or fails to supply enough properly skilled workers or proper nt to Subcontractors for materials or labor in accordance with the respective the Contractor and the Subcontractors; disregards laws, ordinances, or rules, regulations or orders of a public authority having n; or 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 h action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor's surety, if any, seven days' written notice, terminate employment of the Contractor o any prior rights of the surety: e possession of the site arid of all materials, equipment, tools, and construction equipment and chinery thereon owned by the Contractor; .2 accept assignment of subcontracts pursuant to Section 5.4; and .3 finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. AlA DocumentA2Dl"'-1997. Copyright @1911,1915,1918,1925.1937.1951.1958,1961,1963, 1966, 1970, 1976. 1987 and 1997 by The American Institute of Architects. All right. reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. 41 Unauthorized reproduction or distribution of this AlAS 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 14:48:57 on 04/0612005 under Order No.l000170705_1 which expires on 3/24/2006. and is not for resale. User Notes: (2413667578) When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall tied to receive further payment until the Work is finished. the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for itecl's services and expenses made necessary thereby, and other damages incurred by the Owner and not y waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, ntractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case be, shall be certi by the Architect, upon application, and this obligation for payment shall survive nation e Co OWNER FOR CONVENIENCE thout cause, order the Contractor in writing to suspend, delay or interrupt the Work in d of time as the Owner may determine. ontract Time shall be adjusted for increases in the cost and time caused by as described in Section 14.3.1. Adjustment of the Contract Sum shall include ade to the extent: is, was or would have been so suspended, delayed or interrupted by another cause ntractor is responsible; or justment is made or denied under another provision of the Contract. ER FOR CONVENIENCE ime, terminate the Contract for the Owner's convenience and without cause. otice from the Owner of such termination for the Owner's convenience, the as directed by the Owner in the notice; essary, or that the Owner may direct, for the protection and preservation of the Work; directed to be performed prior to the effecti ve date of termination stated in the te all e 'ing subcontracts and purchase orders and enter into no further subcontracts ord. . 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. WARNtNG: This AlA" Document is protected by U.S. Copyright Law and Inlernational Treaties. 42 Unauthorized reproduction or distribution of this AIA3 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to lhe maximum extent possible under the law. This document was produced by AlA software at 14:48:57 on 04/0612005 under Order No.1oo0170705_1 which expires on 3/2412006, and is not for resale. User Notes: (2413667578) . ation of Document's Authenticity cument D401™ - 2003 . F. Gondek, hereby certify, to the best of my knowledge, information and belief, that I created the attached ocument simultaneously with this certification at 14:48:57 on 04/0612005 under Order No. 1000170705_1 AlA Contract ments software and that in preparing the attached final document I made no changes to the 'nal text IA ent A20l™ - 1997. General Conditions of the Contract for Construction, as published e AlA ther than changes shown in the attached final document by underscoring added text and ngo . ~ . AlA Document 0401'" _ 2003. Copyright e 1992 and 2003 by The American Institute 01 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 or it, 1 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible unc;ler the law. This document was produced by AiA software at t4:48:57 on 04/06/2005 under Order No.1 000170705_1 which expires on 3/24/2006, and is not lor resale. User Noles: (2413667578)