Consultant Recommendation for Chaplain Schmitt Island Veteran's Memorial Project Copyrighted
December 17, 2018
City of Dubuque Consent Items # 8.
ITEM TITLE: Consultant Recommendation for Chaplain Schmitt
Veteran's Memorial Project
SUMMARY: City Manager recommending approval giving authorization
to the City Manager to negotiate the final terms of an
agreement with RDG and to execute a contract for design,
engineering and construction administration services for the
Chaplain Schmitt Veteran's Project.
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Approve
ATTACHMENTS:
Description Type
Chaplain Schmitt Veteran's Memorial Project Consultant City Manager Memo
Recommendation-NNM Memo
Staff Memo Staff Memo
ExhibitA Supporting Documentation
Agreement Supporting Documentation
THE CTTY OF Dubuque
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Masterpiece on the Mississippi Z°°''Zo'Z
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Chaplain Schmitt Veteran's Memorial Project Consultant Recommendation
DATE: December 13, 2018
Project Manager Steve Sampson Brown is requesting City Council approval giving
authorization to the City Manager to negotiate the final terms of an agreement with RDG
and to execute a contract for design, engineering and construction administration
services for the Chaplain Schmitt Veteran's Project.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
�� �� ���
Mic ael C. Van Milligen �� �
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
Gus Psihoyos, City Engineer
Steve Sampson Brown, Project Manager
TF-iE C(TY OF � Dubuqu
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DT r, NI-AmericaCi�
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Mrrsterpiccc v» tlte Missis�ip�'t '
2�0�•2�12•2�
TO: Michael C. Van Milligen, City Manager
FROM: Steve Sampson Brown, Project Manag
SUBJECT: Chaplain Schmitt Veteran's Memorial Project
Consultant Recommendation
CIP: 100-2781
DATE: December 12, 2018
INTRODUCTION
The purpose of this memorandum is to request authorization to enter into a contract for
professional engineering services for the Chaplain Schmitt Veteran's Project.
BACKGROUND
At the November 5, 2018 City Council Meeting approved the Chaplain Schmitt Island
Improvement Agreement between the City of Dubuque and the Dubuque Racing
Association, LTD (DRA) for the development of the Chaplain Schmitt Veteran's
Memorial Project.
The proposed improvements for the new memorial will include a number of amenities to
honor veterans, Chaplain Schmitt, improve the overall experience and enhance the
existing monuments. All of the existing memorial elements will be preserved in their
current location or integrated into the new layout.
The estimated cost of the improvements is $3,220,000, in addition to the money the
DRA has already spent on planning and design. The agreement provides that the DRA
will pay for the improvements and the City of Dubuque will complete the design,
engineering and construction of the project. The DRA has executed a loan agreement
with American Trust and Savings Bank that allows the City to draw money from the loan
as expenses are incurred.
DISCUSSION
Per the terms of the Chaplain Schmitt Island Improvement Agreement RDG Planning &
Design (RDG) along with their subconsultant WHKS & Co. will be retained to complete
the design and provide construction administration services for the project. City
Engineer Gus Psihoyos, Leisure Services Director Marie Ware, Senior Counsel Barry
Lindahl, and myself have worked with RDG toward finalizing the terms of the attached
professional services agreement related to RDG providing the stated services.
Page 1 of 2
RECOMMENDATION
It is recommended that the City Manager be authorized to negotiate the final terms of an
agreement with RDG and to execute a contract for design, engineering and construction
administration services for the Chaplain Schmitt Veteran's Project.
BUDGET IMPACT
The estimated cost for consulting services is estimated to be in the range of$475,000 to
$525,000 once a final scope of work has been negotiated. This amount includes a
$90,000 allowance for archeological, environmental permitting and wetland delineation
services. If the Army Corps of Engineers determines an individual permit is required for
this project the allowance amount will need to be spent, otherwise the allowance funds
will be returned to the general project budget to be used on the construction phase.
The total project cost for all work related to the project including but not limited to
consultant services, reimbursement of city staff time, and construction of the project is
$3,220,000.00. If the cost of the project exceeds $3,220,00.00, and if both parties agree
to increase the project budget the DRA and the City will split any excess costs equally
on a 50/50 basis.
ACTION TO BE TAKEN
I respectfully request approval to for the City Manager to be authorized negotiate the
final terms of an agreement with RDG and to execute a contract for design, engineering
and construction administration services for the Chaplain Schmitt Veteran's Project.
SSB:kb
Attachments
cc: Chaplain Schmitt Project Advisory Committee
Page 2 of 2
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Exhibit A
Client:City of Dubuque
Date: November 26, 2018
Project: Chaplain Schmitt Island—Veterans Memorial Plaza Site Improvements
Project Approach:
The RDG Planning & Design team proposes to complete the project as follows:
The RDG team will proceed with the design process outlined within an AIA B101 agreement (and this
document), including Design Development, Construction Documentation, Bid Negotiation,and
Construction Period Services.
Bid Packages: RDG will prepare one (1) bid package for the design effort.
The RDG team will provide construction documents, specifications and a project manual.The
construction documents will be administered per the AIA B201 General Terms and Conditions.
Integrated art fabrication: RDG will contract with its art studio to fabricate and install original works of
art,specifically the "skyward" memorial to honor Chaplain Schmitt. Final costs to procure the memorial
are not included in this proposal.
Construction Document Production: The RDG team will prepare construction documents using AutoCAD
2018 software,on 24 x 26 sheet size.
Services Provided by the City:
1. A Project "Decision Maker" who will provide final direction to the design team.
a. Following review of each phase, the "Decision Maker"shall sign off on the design,
budget, and construction decisions.
Professional Services Provided:
1. Landscape Architecture
2. Artistry
3. Civil Engineering
4. Structural Engineering
5. Electrical Engineering
6. Lighting Design
7. Fountain Design
t
900 Jackson Street,Suite 110 Tel 563.587.9244 • • •
Dubuque,lowa52001 Fax51i288.8631 www.rdgusa.com RDGIAInc
Chaplain Schmitt Island—Veterans Memorial Plaza Site Improvements
Page 2
8. Graphic Design
9. Site Survey(an existing site survey has been completed; survey work is limited to surveying the
areas of trees that will be removed).
Other Services Provided:
1. Permitting(as noted below)
2. Project Administration
3. Bidding
4. Construction Period Services
5. Construction Staking
Professional Services Not Included,to be provided by others:
1. Geotechnical: Provided by geotechnical design firm directly to the Owner.The RDG team will
facilitate a proposal from Allender Butzke, however these services will be contracted and
invoiced directly to the City.
2. NEPA Review, Environmental, Archeological and other services not specifically listed within this
scope of work may be required for the completion of the project. Our proposal includes an
allowance for these services, however At this time, a final determination for the required
investigations has not been provided by the Army Corps of Engineers and is not included in this
proposal.
3. Construction Observation and materials testing.
Scope of Services
RDG will proceed with the design process outlined within the AIA B101 agreement (and this document),
including Design Development, Construction Documentation, Bid Negotiation, and Construction Period
Services.
1. Meetings and Public Presentations (Design Development, Permitting& Construction Document
Phases)
1.1. Project Kick Off Meeting
1.1.1.The RDG team will meet with Chaplain Schmitt Island Project Advisory Committee to
review the overall project schedule, budget and program.
1.2. Design Review Meetings—Project Advisory Committee:
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Chaplain Schmitt Island—Veterans Mem���al PIa3a�i elmprovements
r
Page 3
1.2.1.Design Review Meetings - Project Advisory Committee:The RDG team will meet with
Chaplain Schmitt Island Project Advisory Committee as necessary during the design phases
of the project,for a total of eight (8) meetings. The RDG team will develop agendas and
take and distribute minutes for meetings.
1.2.2.Design Review meetings—Technical Committee:The RDG will meet with the Technical
Committee one time per month during the design phases of the project,for a total of eight
(8) meetings and will consist of the following individuals: Steve Brown, Marie Ware, Laura
Carstens, Bob Schiesl and Steve Fehsal.The RDG team will develop agendas and take and
distribute minutes for meetings.
1.3. Design Review Meetings—City of Dubuque Development Review Team:
1.3.1.Design Review Meetings -The RDG team will meet with the Development Review Team
two times during the design phases of the project as required by the PUD.These meetings
will be directly with city staff to review the project plans and sn�cifications.
1.4. City Council Presentation
1.4.1.The RDG team will present the final plan to City Council on one (1) occasion.
1.5. Veterans Group/Stakeholder Meetings
1.5.1.The RDG team will participate in up to three (3) stakeholder meetings with organizations
not listed in this proposal.
2. Site Plan development, review and costs.
2.1. RDG has included scope to prepare four(4) design review sets (100% Design Development, 50%
Construction Documents, 75%Construction Documents, 95%Construction Document Quality
Control)that will provide the design team and city with an opportunity to review the drawings
and coordinate the work. At approximately the 50%CD or 75%CD milestone, our team will
submit plans to the agencies known to have jurisdiction for review and approval. Its intended
that these "design reviews"will be a focused 2-3 hour meeting to walk through the drawings to
discuss the plans, specifications and details.Time for these meetings has been included within
section 1.2 of this document.
2.1.1.Design Development Plan Sheets
2.1.1.1. Cover Sheet
2.1.1.2. Site Survey
2.1.1.3. Site Layout Plan
2.1.1.4. Site Grading Plan
2.1.1.5. Site Planting Plan
2.1.1.6. Site Utility Plan
� � �
Chaplain Schmitt Island—Veterans Memorial Plaza Site Improvements
Page 4
2.1.1.7. Site Details
2.1.1.8. Boardwalk Plan
2.1.1.9. Boardwalk Sections
2.1.1.10. Site Electrical/ Lighting Plan
2.1.1.11. Site Surveillance
2.1.2.Opinion of Probable Construction Costs
2.1.3.Site Signage
2.1.3.1. Entry Sign Wall
2.1.3.2. Interpretive Design Our team will work with Loras College to prepare an
interpretive panel that will "tell the story of Chaplain Schmitt."
2.1.3.2.1. These panels (6 total) are anticipated to be approximately 24 x 36" and
constructed out of a tamperproof, high pressure laminate material.
2.2. Construction Document Plan & Detail Sheets
2.2.1.Cover Sheet
2.2.2.Site Survey
2.2.3.Stormwater Pollution Prevention Plans
2.2.4.Site�reparation
2.2.4.1. Inventory, catalog and develop a plan for salvaging existing pavers.
� � a � Fxistin�memorial Salvage& protection
2.2.5.Tree Removals Plan
2.2.6.Site Layout Plan
2.2.7.Site Grading Plan
2.2.8.Site Planting Plan
2.2.9.Site Details
2.2.10. Site Lighting Plan
2.2.11. Site Utilities
2.2.11.1. Site Electrical Plan
2.2.11.Z a�Securitv-
2.2.11.3. Storm sewer
2.2.12. Boardwalk Plan
2.2.13. Boardwalk Sections & Details
2.2.14. Fountain Plan & Details
2.2.15. Boardwalk Railing Details
2.2.16. Structural Details
2.2.17. Site Signage
2.2.18. Irrigation Plan
2.3. During each of the three (3) reviews, RDG will update the cost opinion.
� � �
Chaplain Schmitt Island—Veterans Memorial Plaza Site Improvements
Page 5
2.3.1.Recommend cuts or value engineering to keep the project in a budget that is all inclusive
of the total costs of the project including but not limited to design, engineering and
construction costs.
2.4. Alternates: RDG will prepare two (2) bid alternates for the recreational trail along the north
side of the pond, and for the south point overlook as identified within this document.
2.5. Project Manual: Develop the bid form,form of contract and specifications to oversee the
development of the project.
3. Regulatory Submittals
3.1. USACE/IDNR: For submittal of the Joint Permit application, plans are expected to need to be at
the 75%CD level of detail. Depending on type of permit to be issued, a review period of 3-6
months is expected,which can vary depending on the workload of the regulatory agencies.
3.2. Floodway/Floodplain: Review project with the City of Dubuque's flood plain manager
3.3. lowa DOT: For review of permit application for improvements within right-of-way, rev�Cw of
clear zone, and embankment impacts.
3.4. City of Dubuque Site Plan Submittal to Development Review Team and Chaplain Schmitt Island
Design Review Committee.
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4. Bidding
4.1. Pre Bid Meeting—RDG will facilitate and attend the Pre Bid Meeting.
4.2. The RDG team will answer questions and issue addendums as required.
4.3. Open bids and prepare bid tab. Prepare one paragraph letter that recommends award of the
project.
4.4. Make recommendations on acceptance of bid alternates.
4.5. Present recommended bid to council for approval
5. Construction Period Services
5.1. RDG will proceed with the services outlined within the AIA B101 Agreement.
Exclusions
1. Meetings beyond the limits identified.
2. Sanitary Sewer Design
3. Hydrological Evaluations
4. Easement research, plats or descriptions
5. Quality control testing and construction materials testing
6. Structural design, other than what is identified above.
7. Geotechnical design/recommendations
8. Wetlands delineation or mitigation plans
9. NEPA Compliance
� � �
Chaplain Schmitt Island-Veterans Memorial Plaza Site Improvements
Page 6
10. Cultural resource surveys or other studies that may be required by regulatory agencies.
11. Funding assistance, including grant or loan applications
Project Area (shown within red boundary)
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• • •
AI1� Document B101 TM- 2017
For the up rpose of this aqreement.wherever the term"Architect"is us�d it shall mean "Landscape ArchitecP'.
Standard Form of Agreement Between Owner and Architect
AGREEMENT made as of the EiQhteenth day of December in the year Two Thousand EiQhteen.
(In words, inck�cate day, manth and year.)
BETWEEN the ArchitecYs client identified as the Owner:
(Name, legal status, address and other information)
C�of Dubuque
2200 Bunker Hill Road
Dubuaue.IA 52001
Phone Number: 563-589-4263
Fax Number: 563-589-4391
And the Architect:
(Name, legal status, address and other information)
RDG IA Inc R3001.928.03
d/b/a RDG PlanninQ&DesiQn
301 Grand Avenue
Des Moines,IA 50309-1718
Phone Number: 515-288-3414
Fax Number: 515-288-8631
For the following Project:
(Name, locafion and detailed descnption)
Chanlain Schmitt Island Veterans Memorial Plaza Site Imnrovements
Dubuaue.Iowa
The Owner and Architect agree as follows.
AIA Document B101'"-2017.Copyright 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.
WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA� �
Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum e�ctent possible under the law.
TABLE OF ARTICLES
1 INITIAL INFORD�IATION
2 ARCHITECT'S RESPONSIBILITIES
3 SCOPE OF ARCHITECT'S BASIC SERVICES
4 SUPPLEMENTAL AND ADDITIONAL SERVICES
5 OWNER'S RESPONSIBILITIES
6 COST OF THE WORK
7 COPYRIGHTS AND LICENSES
8 CLAIMS AND DISPUTES
9 TERNIINATION OR SUSPENSION
10 MISCELLANEOUS PROVISIONS
11 COMPENSATION
12 SPECIAL TERMS AND CONDITIONS
13 SCOPE OF THE AGREEMENT
ARTICLE 1 INITIAL INFORD�IATION
§ Ll This Agreement is based on the Initial Information set forth in this Section 1.1.
(For each item in this section, insert the information or a statement such as "not applicable"or "unknown at fime of
execution.)
§ LLl The Owner's program for the Project:
(Insert the Owner's program, idenfify documentation that establishes the Owner's program, or state the manner in which
the program will be developed)
See E�ibit A
§ L1.2 The ProjecYs physical characteristics:
(Idenfify or descnbe perfinentinformation about the Project'sphysical charactenstics, such as size;location; c&mensions;
geotechnical reports;site boundanes;topographic surveys; traffic and utility stuck�es; availability ofpublic and pnvate
utilifies and services;legal descnpfion of the site, etc.)
See E�ibit A
§ L1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1:
(Provide total anc� ifknown, a line item breakdown.)
$2,800,000
§ L1.4 The Owner's anticipated design and construction milestone dates:
.1 ri,.,.:�__w,.,.,....:i,.,.«,. ,, a,.«,.,. :r,._...
.2 Construction commencement date:
Sentember 2019
AIA Document B101'"-2017.Copyright 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.
WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA� z
Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum e�ctent possible under the law.
.3 Substantial Completion date or dates:
Mav 2020
.4 r�«w._...:i. «. , a.«.
§ L1.5 The Owner intends the following procurement and delivery method for the Project:
(Idenfify method such as compefitive bid or negofiated contrac� as well as any reguirements for accelerated or fast-track
design and construction, mulfiple bid packages, or phased construcfion.)
Comoetitive Bid
§ L1.6 The Owner's anticipated Sustainable Objective for the Project:
(Idenfify and descnbe the Owner's Sustainable Objecfive for the Projec� if any.)
EnerQv efficiencv, low water use landscaoinQ, envuonmentallv friendlv material selection
§ L1.6.1
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§ L1.7 The Owner identifies the following representative in accordance with Section 53:
(List name, address,and other contact information.)
Marie Ware
C�of Dubuaue
2200 Bunker Hill Road
Dubuaue.IA 52001
Phone Number: 563-589-4263
Email: mware(a�citvofdubuque.org
§ L1.8 The persons or entities, in addition to the Owner's representative,who are requued to review the ArchitecYs
submittals to the Owner are as follows:
(List name, address,and other contact information.)
Steve SamosonBrown
C�of Dubuque
50 W. 13"'Street
Dubuque,IA 52001
Phone Number: 563-589-4272 or 563-599-9498
sbrown(a�citvofdubuaue.ore
§ L1.9 The Owner shall retain the following consultants and contractors:
(List name, legal status, address, and other contact information.)
.1 Geotechnical Engineer:
David Loeemann.P.E.
Princinal Eneineer
Allender Butzke EnQineers Inc.
3660 109th Streetf Urbandale, Iowa 50322
515-252-1885 Office 1515-250-2209 Cell
AIA Document B101'"-2017.Copyright 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.
WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA� 3
Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum e�ctent possible under the law.
.2 Civil Engineer:
.3 Other, if any:
(List any other consultants and contractors retained by the Owner.)
§ LL10 The Architect identifies the following representative in accordance with Section 23:
(List name, address,and other contact information.)
Rvan Peterson
RDG IA Inc
900 Jackson Street Suite 110
Dubuque,Iowa 52001
Phone Number: 563-587-9244
Email: meterson sdQusa.com
§ LLll The Architect shall retain the consultants identified in Sections 1.1.11.1 and 1.1.112:
(List name, legal status, address, and other contact informafion.)
§ LL1L1 Consultants retained under Basic Services:
.1 Structural Engineer/Civil Engineer:
WHKS &Co.
Dubuaue,IL
1701 Route 35 North
East Dubuque,IL 61025
815 747-8833
.2 Mechanical Engineer/Elechical Engineer:
RDG IA Inc
301 Grand Avenue
Des Moines,IA 50309-1718
Phone Number: 515-288-3414
Fax Number: 515-288-8631
.3 Interpretive Content Developer
Loras Colleee
Craie Schaefer MA
Division of Communication and Fine Arts Chair
1450 Alta Vista Street
Dubuaue.IA 52001
563.588.73851 Craig.Schaefer(a�]oras.edu
.4 FountainDesi ig�er�.
Water's Eaee Aauatic Desien
11205 West79th Street
Lenexa,KS 66214
Phone Number: 913-438-4338
§ LL11.2 Consultants retained under Supplemental Services:
None
§ LL12 Other Initial Information on which the Agreement is based:
Chanlain Schmitt Island Master Plan Desien Standards
AIA Document B101'"-2017.Copyright 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.
WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA� Q
Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum e�ctent possible under the law.
§ 1.2 The Owner and Architect may rely on the Initial Information. Both parties,however,recognize that the Initial
Information may materially change and, in that event,the Owner and the Architect,with nrior written authorization, shall
appropriately adjust the ArchitecYs services, schedule for the ArchitecYs services, and the ArchitecYs compensation. The
Owner shall adjust the Owner's budget for the Cost of the Work and the Owner's anticipated design and construction
milestones, as necessary,to accommodate material changes in the Initial Information.
12.1 The followine documents will be nrovided bv the Owner:Admual Sheehv Drive Construction Drawines.Hiehwav
151/61 Construction Drawines(for the areas directiv adiacent to the oroiect limits),Mvstique Ice Arena Construction
DrawinQs, Veterans Memorial Construction Site DrawinQs and Historic Aerial PhotoQraohs.
§ 1.3
TM
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§ 1.3.1 ,
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ARTICLE 2 ARCHITECT'S RESPONSIBILITIES
§2.1 The Architect shall provide professional services as set forth in this Agreement. The Architect represents that it is
properly licensed in the jurisdiction where the Project is located to provide the services requued by this Agreement, or shall
cause such services to be performed by appropriately licensed design professionals.
§2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by
architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its
services as e�peditiously as is consistent with such professional skill and care and the orderly progress of the Project.
§2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project.
§2.4 Except with the Owner's knowledge and consent,the Architect shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise the ArchitecYs professional judgment
with respect to this Project or that would violate Iowa Law.
§2.5 The Architect shall maintain the following insurance as reauired bv insurance schedule J attached as E�ibit D.€ef
r,..+w :_ c,.,.«:,._ i i n
§2.5.1
§2.5.2
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§2.5.3
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§2.5.4�, ._, ._ � �...._._ .«: � ,:...:«
AIA Document B101'"-2017.Copyright 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.
WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA� 5
Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum e�ctent possible under the law.
§2.s.s _ ,
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§2.5.8 The Architect shall provide certificates of insurance to the Owner that evidence compliance with the requirements
in this Section 2.5.
2.6 The Architect shall affix thereto the seal of a licensed orofessional enQineer, or licensed orofessional architect, licensed
to oractice in the State of Iowa, in accordance with the current Code of Iowa.
2.7 The Proiect Manaeer,nartners,manaeement other sunervisory staff and technical snecialists nronosed for the nroiect
mav be chaneed if those nersonnel leave the Architect. These nersonnel mav also be chaneed for other reasons however, in
either case,the Owner retains the rieht to annrove or reiect the renlacements and no renlacements shall beein workine on
the nroiectwithoutthe earoress,nrior written nermission of the Owner.
2.8 Indemnification. To the fullest extent oermitted bv law,Architect shall indemnifv and hold harmless the Owner its
officers and aQents and emolovees from and aQainst all claims, damaQes, losses and e�roenses, includinQ but not limited to
attomevs' fees, arisinQ out of or resultine from neQliQentoerformance of the Contract,orovided that such claim, damaQes,
loss or earoense is attributable to bodilv iniurv, sickness, disease or death, or iniury to or destruction of orooertv includinQ
loss of use resultinQ therefrom,but onlv to the extent caused in whole or in oart bv neQliQent acts or omissions of the
Architect,Architects' subcontractor, or anvone emoloved bv Architect or ArchitecYs subcontractor or anvone for whose
acts Architect or ArchitecYs subcontractor mav be liable.
ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES
§3.1 The ArchitecYs Basic Services consist of those described in this Article 3 and as identified or excluded in E�ubit A.
, Services not set forth in this
Article 3 are Supplemental or Additional Services.
§3.L1 The Architect shall manage the ArchitecYs services,research applicable design criteria, attend Project meetings,
communicate with members of the Project team, and report progress to the Owner.
§3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants,
however the Architect is not resnonsible to coordinate the Owner's or Owner's consultants' services. The Architect shall be
entitled to rely oq and shall not be responsible for,the accuracy, completeness, and timeliness of, services and information
fumished by the Owner and the Owner's consultants. The Architect shall provide prompt written notice to the Owner if the
Architect becomes aware of any error, omission, or inconsistency in such services or information.
§3.1.3 As soon as practicable after the date of this Agreement,the Architect shall submit for the Owner's approval a
schedule for the performance of the ArchitecYs services. The schedule initially shall include anticipated dates for the
commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The
schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's
consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the
Owner,time limits established by the schedule shall not, except for reasonable cause,be exceeded by the Architect or
Owner. With the Owner's written approval,the Architect shall adjust the schedule, if necessary, as the Project proceeds
until the commencement of construction.
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§3.1.4 The Architect shall not be responsible for an Owner's directive or substitution, or for the Owner's acceptance of
non-conforming Work,made or given without the ArchitecYs written approval durinQ the desiQn,biddine or construction
nhases of the nroiect.
§3.L5 The Architect shall contact govemmental authorities required to approve the Construction Documents and entities
providing utility services to the Project The Architect shall�es�exA-4e incomorate applicable design requuements imposed
by those authorities and entities into the oroiect in accordance with section 3.42.
§3.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for
the approval of govemmental authorities having jurisdiction over the Project.
§3.1.7 The Owner acknowledQes that the nature of the desiQn rp OCess is such that the 1p ans, soecifications, and other
documentation oreoared�the Architect under this AQreement mav require chanees, corrections, and modifications d�
the construction rp OCess which mav affect the Proiect schedule or increase the Cost of the Work The Owner acknowldQes
that oroduction of a comolete set of eo rfect construction documents is neither reasonable nor exoected under this
AQreement.
§3.1.8 The Owner and the Architect aQree that the�for continQencies orovided for in Sections 6_l. and 63 shall
include funds to paY costs which mav arise from or out of such chanQes, corrections or modifications to the 1p ans,
snecifications or other documentation nrenared�the Architect includine, but not limited t�a�costs associated with a
chanee or chanees in the Proiect schedule which on rtion of the contineencv fundine amounts shall be mutuallv a�eed
unon�the Owner and Architect_'���-�-�..�«_r r:_���_���«i� o_�_r«���_«_r«�.�,__�. as defined in Article 6.
Costs attributable to chanees, corrections and modifications in the 1p ans, snecifications, and other documents nrenared�
the Architect shall be the resoonsibilitu of the Architect to the extent caused�the neelieence of the Architect.�
0
AoF:..oA :.. co,.t:,... 2 t s --- ----- -- —
§3.1.9 If the rp OjeCt involves makinQ chanQes to existinQ facilities,the Owner shall fiunish documentation and information
resultinQ from the services orovided�the Owner as identified in Section 1.1.9 and the Site Survev dated Aori16 2018
uoon which the Architect is entitled to relv.
The Architect shall veri that the existinQ documentation orovided in Section 12.1 �the Owner Qenerallv reoresent the
actual existinQ field conditions. Verification shall be limited to eg neral overall visual observation and confirmation of
siQnificant dimensions of reasonablv accessible exoosed elements. In the eventthe information or documentation supplied
�the Owner its consultants or aQents, or emolovees of a�of th�m or an assumotion made�the Architect based uoon
the documentation or information sUD011ed�them or a�of th�m is inaccurate or incomnlete, all resultine costs and
exnenses, includine the costs of the ArchitecYs Additional Services if anv, shall be the resnonsibilitu of the Owner. Unless
snecificallv authorized in writine�the Owner the Architect shall not be reauued to ern form or to have others nerform.
destructive testine or to investieate concealed or unknown conditions.
§3.1_10 To the fullest extent nermitted�la�the Owner shall defen indemnifv. and hold harmless the Architect the
Architect's consultants and aeents, and emnlovees of a�of th�m from and aeainst�and all claims damaees, awards
losses and earoenses, includine but not limited to attornevs' fe�s arisine out of or resultine from laten concealed or
unknown conditions and/or documentation or information furnished�the Owner its consultants or aeents, or emnlovees
of a�of them.
§3.2
§3.2.1 , ,
,..ao. ,,..a_o,...i,,.: .... ,,....i:,.,,wio...wo �_,.w:.o,..�. .o_.:,.o.
§3.2.2
��
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§3.2.3
,._a:_�«w.,.,...:_ ,.e«w,,n_,.:,.,.«
§3.2.4 ,
§3.2.5
..........:.........o_:,,i. .w„n wo....oa ....wo a_,,..:..,.. ._ao.,._:woa :...._:.:..,.
§3.2.5.1 ,
..o.. :,.o.. ,,..„ a.....to...o...,,t co_.:,.o....ao_co,..:,... � , ,
§3.2.5.2
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§3.2.6
�
§3.2.7 ,
§3.3 DESIGN DEVELOPMENT PHASE SERVICES
§3.3.1 Based on*�^� n....o�.. ,,...._,.. „i ,.e.wo e,.wo...,,.:,.r�o..:,...r�,.,......o..... ....a �..the Owner's authorization of any
adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design
Development Documents for the Owner's approval. The Design Development Documents shall illustrate and describe the
development of the approved Schematic Design Documents as shown in E�ibit A and shall consist of drawings and other
documents including plans, sections, elevations,typical construction details, and diagrammatic layouts^F'����'��
of the Project as to architectural, structural, mechanical and electrical systems,
and other appropriate elements.
...,,.o_:,,i. ,,..a .. ..o.... ,,..a o..,,wi:.w :.. _„i .wo:_ ...,,i:., io, oi.
§3.3.2 The Architect shall update the estimate of the Cost of the Work prepared in accordance with Section 63.
§3.3.3 The Architect shall submit the Design Development Documents to the Owner, advise the Owner of any adjustments
to the estimate of the Cost of the Work, and request the Owner's approval.
§3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES
§3.4.1 Based on the Owner's approval of the Design Development Documents, and on the Owner's authorization of any
adjushnents in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction
Documents for the Owner's approval. The Construction Documents shall illustrate and describe the fiuther development of
the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the
quality levels and performance criteria of materials and systems and other requirements for the construction of the Work.
The Owner and Architect acknowledge that, in order to perform the Work, the Contractor will provide additional
information, including Shop Drawings,Product Data, Samples and other similar submittals, which the Architect shall
review in accordance with Section 3.6.4.
§3.4.2 The Architect shall incorporate the design requirements of governmental authorities having jurisdiction over the
Project into the Conshuction Documents.
§3.4.3 During the development of the Construction Documents,the Architect shall assist the Owner in the development
and preparation of(1)procurement information that describes the time,place, and conditions of bidding including bidding
or proposal forms; (2)the form of agreement between the Owner and Contractor; and(3)the Conditions of the Contract for
Construction(General, Supplementary and other Conditions). The Architect shall also compile a project manual that
AIA Document B101'"-2017.Copyright 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.
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includes the Conditions of the Contract for Construction and Specifications, and may include bidding requirements and
sample forms.
§3.4.4 The Architect shall update the estimate for the Cost of the Work prepared in accordance with Section 63.
§3.4.5 The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments to the
estimate of the Cost of the Work,take any action required under Section 6.5, and request the Owner's approval.
§3.5 PROCUREMENT PHASE SERVICES
§3.5.1 GENERAL
The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner's approval of the
Construction Documents,the Architect shall assist the Owner in(1)obtaining�f competitive bids��
�e�esa�s; (2) confuming responsiveness of bids or proposals; (3) determining the successful bid or proposal, if any; and,
(4) awarding and preparing contracts for construction.
§3.5.2 COMPETITIVE BIDDING
§3.5.2.1 Bidding Documents shall consist of bidding requuements and proposed Contract Documents.
§3.5.2.2 The Architect shall assist the Owner in bidding the Project by:
.1 facilitating the distribution of Bidding Documents to prospective bidders;
.2 organizing and conducting a pre-bid conferencefor prospective bidders;
.3 preparing responses to questions from prospective bidders and providing clarifications and interpretations of
the Bidding Documents to the prospective bidders in the form of addenda; and,
.4 organizing and conducting the opening of the bids, and subsequently documenting and distributing the
bidding results, as duected by the Owner.
§3.5.2.3 If the Bidding Documents permit substitutions,upon the Owner's written authorization,the Architect shall,as-a}3
�`�, consider requests for substitutions and prepare and distribute addenda identifying approved
substitutions to all prospective bidders.
§3.5.3 NEGOTIATID PROPOSALS
§3.5.3.1
§3.5.3.2 Two �_,.w:.o,....w„ii ,,....:....wo n....o_:.. ,.w...:..:...............,,i..w..�
.1
.wo:__o.....................i o.: ... .e.wo..o,...:,,.:....._.,.o...
.2 ' _a_ .i..«:._:_ :«w_' '
.3
.r«�..,�._. .,T,........_« .«�..__. _..«:. _«�..r..... .r .aa._a.. ._a
.4 ,
tw,._,.�,.«:,. ,...t«,. ,.,, a:_,.,.«,.a t,. «w,,n......,._
§3.5.3.3 ,
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§3.6 CONSTRUCTION PHASE SERVICES
§3.6.1 GENERAL
§3.6.L1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth
below and in AIA Document A201 TM-2017, General Conditions of the Contract for Construction as executed and
modified,�RDG IA Inc and the Owner included in E�ubit B. If the Owner and Contractor modify AIA Document
A201-2017,those modifications shall not affect the ArchitecYs services under this Agreement unless the Owner and the
Architect amend this Agreement.
§3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect
shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not
have control over, charge of, or responsibility for the construction means,methods,techniques, sequences or procedures, or
for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the
Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect
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shall be responsible€ef to the extent of the ArchitecYs negligent acts or omissions,but shall not have control over or
charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities
performing portions of the Work.
§3.6.1.3 Subject to Section 42 and except as provided in Section 3.6.6.5, the ArchitecYs responsibility to provide
Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the
Architect issues the final Certificate for Payment.
§3.6.2 EVALUATIONS OF THE WORK
§3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise requued in
Section 423,to become generally familiar with the progress and quality of the portion of the Work completed, and to
determine, in general, if the Work observed is being performed in a manner indicating that the Work,when fully
completed, will be in accordance with the Contract Documents. However,the Architect shall not be required to make
e�austive or continuous on-site inspections to check the quality or quantity of the Work On the basis of the site visits,the
Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed,
and promptly report to the Owner(1)known deviations from the Contract Documents, (2)known deviations from the most
recent construction schedule submitted by the Contractor, and(3)defects and deficiencies observed in the Work.
§3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents. Whenever the
Architect considers it necessary or advisable,the Architect shall have the authority to require inspection or testing of the
Work in accordance with the provisions of the Contract Documents, whether or not the Work is fabricated, installed or
completed. However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to
exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors,
suppliers,their agents or employees, or other persons or entities performing portions of the Work.
§3.6.2.3 The Architect shall interpret and�as�l�shall make recommendations to the Owner reQardine matters concerning
performance under, and requuements of,the Contract Documents on written request of either the Owner or Contractor. The
ArchitecYs response to such requests shall be made in writing within any time limits agreed upon�the Architect and the
Owner or otherwise with reasonable promptness.
§3.6.2.4Interpretations and decisions of the Architect shall be consistent with the intent of, and reasonably inferable from,
the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and
decisions,the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show
partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The Architect�
shall make recommendations to the owner reQardinQ decisions on matters relating to aesthetia �eeo,...w„i�,�wo e:..,,i :e
:...o.....:.t,.t,o:...o...o�....o....oa :...t,o r,.....,,,..ri,.,.....,o.....
§3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that term is
defined in AIA Document A201-2017,the Architect shall render initial decisions on Claims between the Owner and
Contractor as provided in the ContractDocuments.
§3.6.3 CERTIFICATES FOR PAYMENT TO CONTRACTOR
§3.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts.
The ArchitecY s certification for payment shall constitute a representation to the Owner, based on the ArchitecYs evaluation
of the Work as provided in Section 3.62 and on the data comprising the Contractor's Application for Payment,that,to the
best of the ArchitecYs knowledge, information and belief,the Work has progressed to the point indicated,the quality of the
Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount certified.
The foregoing representations are subject to(1)an evaluation of the Work for conformance with the Contract Documents
upon Substantial Completion, (2)results of subsequent tests and inspections, (3)correction of minor deviations from the
Contract Documents prior to completioq and(4)specific qualifications expressed by the Architect
§3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has(1)made e�austive
or continuous on-site inspections to check the quality or quantity of the Work, (2)reviewed construction means, methods,
techniques, sequences or procedures, (3)reviewed copies of requisitions received from Subcontractors and suppliers and
other data requested by the Owner to substantiate the Contractor's right to payment, or(4) ascertained how or for what
purpose the Contractor has used money previously paid on account of the Contract Sum.
§3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment
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§3.6.4 SUBMITTALS
§3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold
approval of the schedule. The ArchitecYs action in reviewing submittals shall be taken in accordance with the approved
submittal schedule or, in the absence of an approved submittal schedule,with reasonable promptness while allowing
sufficient time, in the ArchitecYs professional judgment,to permit adequate review.
§3.6.4.2 The Architect shall review and approve, or take other appropriate action upon,the Contractor's submittals such as
Shop Drawings,Product Data and Samples,but only for the limited purpose of checking for conformance with information
given and the design concept eapressed in the Contract Documents. Review of such submittals is not for the purpose of
determining the accuracy and completeness of other information such as dimensions, quantities, and installation or
performance of equipment or systems, which are the Contractor's responsibility. The ArchitecY s review shall not constitute
approval of safety precautions or construction means,methods,techniques, sequences or procedures. The ArchitecYs
approval of a specific item shall not indicate approval of an assembly of which the item is a component.
§3.6.4.3 If the Conhact Documents specifically requue the Contractor to provide professional design services or
certifications by a design professional related to systems,materials, or equipment,the Architect shall specify the
appropriate performance and design criteria that such services must satisfy. The Architect shall review and take appropriate
action on Shop Drawings and other submittals related to the Work designed or certified by the Contractor's design
professional,provided the submittals bear such professionaPs seal and signature when submitted to the Architect The
ArchitecYs review shall be for the limited purpose of checking for conformance with information given and the design
concept eapressed in the Contract Documents. The Architect shall be entitled to rely upoq and shall not be responsible for,
the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design
professionals.
§3.6.4.4 Subject to Section 42,the Architect shall review and respond to requests for information about the Contract
Documents. The Architect shall set forth, in the Contract Documents, the requirements for requests for information.
Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or
Specifications in need of clarification and the nature of the clarification requested. The ArchitecYs response to such
requests shall be made in writing within any time limits agreed upon�the Architect and the Owner, or otherwise with
reasonable promptness. If appropriate,the Architect shall prepare and issue supplemental Drawings and Specifications in
response to the requests for information.
§3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in
accordance with the requirements of the ContractDocuments.
§3.6.5 CIIANGES IN THE WORK
§3.6.5.1 The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents
and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to Section 42,the
Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in
accordance with the Contract Documents.
§3.6.5.2 The Architect shall maintain records relative to changes in the Work.
§3.6.6 PROJECT COMPLETION
§3.6.6.1The Architect shall:
.1 conduct inspections to determine the date or dates of Substantial Completion and the date of final completion;
.2 issue Certificates of Substantial Completion;
.3 forward to the Owner, for the Owner's review and records,written warranties and related documents required
by the Contract Documents and received from the Contractor; and,
.4 issue a final Certificate for Payment based upon a final inspection indicating that,to the best of the
ArchitecYs knowledge, information, and belief,the Work complies with the requirements of the Contract
Documents.
§3.6.6.2 The ArchitecYs inspections shall be conducted with the Owner to check conformance of the Work with the
requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the
Contractor of Work to be completed or corrected.
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§3.6.6.3 When Substantial Completion has been achieved,the Architect shall inform the Owner about the balance of the
Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum, if any, for
final completion or correction of the Work.
§3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor (1)consent of
surety or sureties, if any,to reduction in or partial release of retainage or the making of final payment (2) affidavits,
receipts,releases and waivers of liens, or bonds indemnifying the Owner against liens;and(3)any other documentation
required of the Contractor under the Contract Documents.
§3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion,the
Architect shall, without additional compensatioq conduct a meeting with the Owner to review the facility operations and
performance.
ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES
§4.1 SUPPLEMENTAL SERVICES
§4.L1 The services listed below are not included in Basic Services but may be required for the Project. The Architect shall
provide the listed Supplemental Services only if specifically designated in the table below as the ArchitecYs responsibility,
and the Owner shall compensate the Architect as provided in Section 112. Unless otherwise specifically addressed in this
Agreement, if neither the Owner nor the Architect is designated, the parties agree that the listed Supplemental Service is
notbeing provided for the Project.
(Designate the Architect's Supplemental Services and the Owner's Supplemental Services reguired for the Project by
inc&cafing whether the Architect or Owner shall be responsible for provic&ng the identified Supplemental Service.Insert a
descnpfion of the Supplemental Services in Section 41.2 below or attach the descnptian of services as an exhibit to this
Agreement)
Supplemental Services Responsibility
Architec� Owner, ornot rovided
4.LL1 As-ConstructedRecorddrawi s NotIncluded
§4.L1.2 Telecommunications/data desiQnbevond outlets, cablinQ, and NotIncluded
racewa s. Servers,routers, data switches and e ui ment are not included.
4.L1.3 Securit surveillance s stems desi NotIncluded
§4.L1.4 CablinQ for securitv surveillance system desiQn and equioment Included
rovided b the Owner
4.L1.5 LEEDOO Certification 214TM-2007 NotIncluded
§4.L1.6 Multinle hn ased bid documents bid/neeotiations hp ases, or NotIncluded
construction hases
4.L1.7 Multi le rime contractor conshuction administration NotIncluded
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§4.1.2 DESCRIPTION OF SUPPLEMENTAL SERVICES
§4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the ArchitecYs responsibility is
provided below.
(Descnbe in detail the Architect's Supplemental Services identified in Section 411 or, if setforth in�exhibi� idenfify the
exhibit The AIA publishes a number ofStandard Porm ofArchitect's Services documents that can be included as an
exhibit to descnbe the Architect's Supplemental Services.)
See E�ibit A
§4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner's responsibility is provided
below.
(Descnbe in detail the Owner's Supplemental Services identifiedin Sectian 411 or, ifsetforth in an exhibi� identify the
�ehibiz)
§4.1.3 ,
n�_,.,......,._« �rw,,n......,._,.w,.n ,. ,.«w,, n_,.w:«,.,.«,.,..,_,.. :a,.a :_ c,.,.«:,._ i i �
§4.2 ARCHITECT'S ADDITIONAL SERVICES
The Architect may provide Additional Services after execution of this Agreement without invalidating the Agreement.
Except for services required due to bkg-�axl�a�neQliQent ac e�or or omission of the Architect, any Additional Services
provided in accordance with this Section 42 shall entitle the Architect to compensation pursuant to Section 113 and an
appropriate adjustment in the ArchitecYs schedule.
§4.2.1 Upon recognizing the need to perform the following Additional Services,the Architect shall notify the Owner with
reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to
provide the following Additional Services until the Architect receives the Owner's written authorization:
.1 Services necessitated by a change in the Initial Information,previous instructions or approvals given by the
Owner, or a material change in the Project including size, quality, complexity,the Owner's schedule or
budget for Cost of the Work, or procurement or delivery method;
.2 Services necessitated by the enactment or revision of codes, laws, or regulations, including changing or
editing previously prepared Instruments of Service;
.3 Changing or editing previously prepared Instruments of Service necessitated by official interpretations of
applicable codes, laws or regulations that are either(a)contrary to specific interpretations by the applicable
authorities having jurisdiction made prior to the issuance of the building permit, or(b)contrary to
requirements of the Instruments of Service when those Instruments of Service were prepared in accordance
with the applicable standard of care;
.4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of
performance on the part of the Owner or the Owner's consultants or contractors;
.5 Preparing digital models�-�«�.._a. :�_ a........_«.«: ._ for transmission to the Owner's consultants and
contractors, or to other Owner-authorized recipients;
.6 Preparation of design and documentation for altemate bid or proposal requests proposed by the Owner
beyond the services described in the supplemental services within E�ibit A;
.7 Preparation for, and attendance at, a public presentation, meeting or hearing beyond the services described in
the supplemental services within E�ibit A;
.8 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding except where the
Architect is party thereto;
.9 �. .i...«:._ .r«w. ....i:r:..«: ._ .r ._«:« _ .:a:_�w:a ._ _ .i
.10 Consultation concerning replacement of Work resulting from fire or other cause during construction; or
.11 Assistance to the Initial Decision Maker, if other than the Architect.
§4.2.2 To avoid delay in the Construction Phase,the Architect shall provide the following Additional Services, notify the
Owner with reasonable promptness, and eaplain the facts and circumstances giving rise to the need and the estimated cost
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of the additional service. If,upon receipt of the ArchitecY s notice,the Owner determines that all or parts of the services are
not required,the Owner shall give prompt written notice to the Architect of the Owner's determination. The Owner shall
compensate the Architect for the services provided prior to the ArchitecYs receipt of the Owner's notice.
.1 ,
.2 Responding to the Contractor's requests for information"-�« ._�_.«__�_._�a :_ ...._a._.�.�:«�.«�.��._ti..«
�est�exEs or where such information is available to the Contractor from a careful study and comparison of
the ContractDocuments, field conditions, other Owner-provided information, Contractor-prepared
coordination drawings, or prior Project correspondence or documentation;
.3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's
proposals and supporting data, or the preparation or revision of Instruments of Service;
.4 Evaluating an extensive number of Claims as the Initial Decision Maker; or,
.5 Evaluating substitutions proposed by the Owner ef-Sexkastef and making subsequent revisions to
Instruments of Service resulting therefrom.
.6 Evaluating substitutions proposed by the contractor and making subsequent revisions to the Instruments of
Service resulting therefrom shall be performed by the Architect; ^�m�����':��� e._.wo.o.o� :,.o. .w„n wo
,,:a e,..w. .t,o r,.....,,,..,.. �rw:.. ..,.,.a..a,.�.,.:............ i,.,...i...,,.a,....,....,.,....,...a
§4.2.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional
Services. When the limits below are reached,the Architect shall notify the Owner:
.1 Two�reviews of each Shop Drawing Product Data item, sample and similar submittals of the Contractor
.2 For 40 visits to the site by the Architect during construction
.3 Two�inspections�rof the Work to determine whether ���rthe Work is
substantially complete in accordance with the requirements of the Contract Documents
.4 One�insnection�—�—��«:�—� °�_�—. —�-'.�— �f the Work to determine final completion.
The Architect shall be comoensated for these Additional Services bevond the limits stated ab�ve which will be billed�
the Architect in accordance with Section 113.
§4.2.4 Except for services required under Section 3.6.6.5 and those services that do not exceed the limits set forth in
Section 423, Construction Phase Services provided more than 60 days after(1)the date of Substantial Completion of the
Work or(2)the initial date of Substantial Completion identified in the agreement between the Owner and Contractor,
whichever is earlier, shall be compensated as Additional Services to the extent the Architect incurs additional cost in
providing those Construction Phase Services.
§4.2.5 If the services covered by this Agreement have not been completed within Sixteen 16 months of the date of this
Agreement,through no fault of the Architect, extension of the ArchitecYs services beyond that time shall be compensated
as Additional Services if the fees listed in Article 11 have been fullv exnended.
ARTICLE 5 OWNER'S RESPONSIBILITIES
§5.1 Unless otherwise provided for under this Agreement,the Owner shall provide information in a timely manner
regarding requirements for and limitations on the Project, including a�-•-'�rprogram,as shown in E�ibit A,which shall
set forth the Owner's objectives;schedule; constraints and criteria, including space requirements and relationships;
flexibility; expandability; special equipment; systems;and site requuements.
§5.2 The Owner shall establish the Owner's budget for the Project, including(1)the budget for the Cost of the Work as
defined in Section 6.1;(2)the Owner's other costs;and, (3)reasonable contingencies related to all of these costs. The
Owner shall update the Owner's budget for the Project as necessary throughout the duration of the Project until final
completion. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work,the Owner shall
notify the Architect The Owner and the Architect shall thereafter agree to a corresponding change in the ProjecYs scope
and quality bv written amendment to this aQreement.
§5.3 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The
Owner shall render decisions and approve the ArchitecYs submittals in a timely manner in order to avoid unreasonable
delay in the orderly and sequential progress of the ArchitecYs services.
§5.4 The Owner shall furnish nreviouslv comnleted surveys to describe physical characteristics, legal limitations and
utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information
shall include, as applicable,grades and lines of streets, alleys,pavements and adjoining property and structures;designated
wetlands; adjacent drainage;rights-of-way,restrictions, easements, encroachments, zoning deed restrictions,boundaries
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and contours of the site; locations, dimensions, and other necessary data with respect to existing buildings, other
improvements and trees; and information concerning available utility services and lines,both public and private, above and
below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark.
,,..a .._r._... «.«�.. a_...:_� « �: «.a w.�....
§5.5 The Owner shall furnish services of geotechnical engineers,which may include test borings, test pits, determinations
of soil bearing values,percolation tests, evaluations of hazardous materials, seismic evaluation,ground corrosion tests and
resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate
recommendations. The Structural EnQineer shall orovide structuralloadinQ and stabilitv requuements to the Owner's
Qeotechnicaleneineer.
§5.6 The Owner shall provide the Supplemental Services designated as the Owner's responsibility in Section 4.1.1.
§5.7
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§5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon
the ArchitecYs request,the Owner shall furnish copies of the scope of services in the contracts between the Owner and the
Owner's consultants. The Owner shall furnish the services of consultants other than those designated as the responsibility
of the Architect in this Agreement, or authorize the Architect to fumish them as an Additional Service, when the Architect
requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall
require that its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to
the services or work provided.
§5.9 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural,
mechanical, ��a �'��m:��"��'� ����� e._,,:_,,..a..,,.o_...n...: ... ....a tests for hazardous materials,z�sx�se�x�
�and electrical,ef-l�ilc�ix�-�vgleeg as required�code.
§5.10 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be
reasonably necessary at any time for the Project to meet the Owner's needs and interests.
§5.11 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in
the Project, including a1leQed neQliQent errors, omissions or inconsistencies in the ArchitecYs Instruments of Service.
§5.12 The Owner shall include the Architect in all communications with the Contractor that relate to or affect the
ArchitecYs services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any
direct communications between the Owner and the Contractor otherwise relating to the Project. Communications by and
with the ArchitecY s consultants shall be through the Architect.
§5.13 Before executing the Contract for Construction,the Owner shall coordinate the ArchitecYs duties and
responsibilities set forth in the Contract for Construction with the ArchitecYs services set forth in this Agreement. The
Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the
General Conditions of the Contract for Construction.
§5.14 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall
obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress.
§5.15
ARTICLE 6 COST OF THE WORK
§6.1 For purposes of this Agreement,the Cost of the Work shall be the total cost to the Owner to construct all elements of
the Project designed or specified by the Architect and shall include contractors' general conditions costs, overhead and
profit. The Cost of the Work also includes the reasonable value of labor,materials, and equipment, donated tq or otherwise
fumished by,the Owner. The Cost of the Work does not include the compensation of the Architect;the costs of the land,
rights-of-way, financing or contingencies for changes in the Work, or other costs that are the responsibility of the Owner.
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§6.2 The Owner's budget for the Cost of the Work is provided in Initial Informatioq and shall be adjusted throughout the
Project as required under Sections 52, 6.4 and 6.5. Evaluations of the Owner's budget for the Cost of the Work, and the
preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work,prepared by the Architect,
represent the ArchitecYs judgment as a design professional and are based unon its own historical exnerience. It is
recognized,however,that neither the Architect nor the Owner has control over the cost of labor, materials, or equipment;
the Contractor's methods of determining bid prices;or competitive bidding, inflation market, or negotiating conditions.
Accordingly,the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the
Owner's budget for the Cost of the Work, or from any estimate of the Cost of the Work, or evaluation,prepared or agreed
to by the Architect If the Owner wishes rg eater assurance as to the orobable Cost of the W�rk the Owner shall enQaQe an
indeoendentcostestimatinQconsultant '�'�"�� "-�'�;'��' attheOwner'scost.
§6.2.1---- —
— ----- — — o — --
§6.3 In preparing estimates of the Cost of Work,the Architect shall be permitted to include contingencies for design,
bidding and price escalation;to determine what materials, equipment, component systems, and types of construction are to
be included in the Contract Documents;to recommend reasonable adjustments in the program and scope of the Project;and
to include design altemates as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget. The
ArchitecYs estimate of the Cost of the Work shall be based on current area,volume or similar conceptual estimating
techniques. ,
:r:a._«:r:.a . «�.. �_.�.:«..«� _. _._ :w:�:«. :_ �..«: ._ � , , . . �..__�.....�«.� �.� : ..
§6.4 If,through no fault of the Architect,the Procurement Phase has not commenced within 90 days after the Architect
submits the Construction Documents to the Owner,the Owner's budget for the Cost of the Work shall be adjusted to reflect
changes in the general level of prices in the applicable construction market.
§6.5 If at any time the ArchitecYs estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work,
the Architect shall make appropriate recommendations to the Owner to adjust the ProjecYs size, quality, or budget for the
Cost of the Work, and the Owner shall cooperate with the Architect in making such adjustments.
§6.6If the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services is
exceeded by the lowest bona fide bid or negotiated proposal,the Owner shall
.1 give written approval of an increase in the budget for the Cost of the Work,
.2 authorize rebidding or renegotiating of the Project within a reasonable time;
.3 terminate in accordance with Section 9.5;
.4 in consultation with the Architect,revise the Project program, scope, or quality as required to reduce the Cost
of the Work, or,
.5 implement any other mutually acceptable altemative.
§6.7 Due to uncertaintu in the availabilitu of construction labor and materials and the resultine imnact on inflation and
construction co�ts the Architect cannot and does not warrant or reoresent that the Cost of the Work will be within the
Owner's budeet for the Cost of the Work If the Owner chooses to proceed under Section 6.6.4,the Architect,as
Additional Services shall modify the Construction Documents as necessary to comply with the Owner's budget for the
Cost of the Work at the conclusion of the Construction Documents Phase Services, or the budget as adjusted under Section
6.6.1.
�rIn any event,the ArchitecYs modification of the Construction Documents shall be the limit of the
ArchitecYs responsibility under this Article 6. The Architect shall be entitled to comoensation in accordance with this
AQreement for all services oerformed includin but not limited to redesiQninQ,redrawinQ,rebiddinQ, and;�aa,���;
whether or not construction is commenced.
ARTICLE 7 COPYRIGHTS AND LICENSES
§Zl The Architect and the Owner warrant that in transmitting Instruments of Service, or any other informatioq the
transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such
information for its use on the Project
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§�.2
.,�� �_�,�:.��.�_a.,�� �_�,�:.��.�� � �..,.�_.�
§7.3
. :aoa :.. co,..:,...n � .t,o t:,.o....o ,..,,...oa :...t,:.. co,..:,... �� ..t,,,tt .o....:..,,.o
§7.3.1 ,
._a,._c,.,.«:,._n � . .
§�.4
§�.5 ,
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§7.6 All sketches,tracinQs,olans, soecifications,reoorts on soecial studies and other data oreoared under this AQreement
shall become the orooertv of the Owner and shall be delivered to the uoon comoletion of the olans or termination of the
services of the Architect There shall be no restriction or limitations on their future use bv the Owner, exceot anv use on
extensions of the oroiect or on anv other oroiect without written verification or adaotation bv the Architect for the soecific
nurpose intended will be the Owners's sole risk and without liabilitv or leeal exnosure to the Architect.
§7_7 The Owner acknowledees the Architects's nlans and snecifications, includine all documents on electronic media,as
instruments of nrofessional service. Nevertheless,the nlans and snecifications nrenared under this Affeement shall
become the nronertu of the Owner unon comnletion of the services and navment in full of all monevs due to the Architect.
§7_8 The Owner is aware that significant differences may exist between the electronic files delivered and the respective
construction documents due to addenda, change orders or other revisions. In the event of a conflict between the si ig�ed
construction documents p70pared by the Architect and electronic files,the signed construction documents shall oe vern.
§7.9 The Owner may reuse or make modifications to the plans and specifications, or electronic files while a re eeine to take
resnonsibility for any claims arisine from any modification or unauthorized reuse of the plans and specifications.
ARTICLE 8 CLAIMS AND DISPUTES
§8.1 GENERAL
§8.1.1
_.«�.._ ,�. . _ .r«._«�.. a.«. .r�..w «._«:.� �...._�.«: ._ .r«�..�, ._�. All claims and causes of action between the
Owner and the Architect arisi out of or related to this Aereement or the Wor whether based in contrac to�i warrant or
otherwise shall be deemed to have accrued and the annlicable statute of limitations shall commence to run no later than
either the date of Substantial Comoletion for acts or failures to act occurrine D7107 to Substantial Comoetition or the date of
insurance of final Certificate of Pavment for acts or failures to act occurrine after Substantial Comnletion. In no event
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shall such statutes of limitations commence to run a�later than the date when the ArchitecYs services are substantiallv
comoleted, and also in no event shall a�claim or cause of action be brou t more than 10 vears after the date of
Substantial Comnletion of the Work The Owner and Architect waive all claims and causes of action not commenced in
accordance with this Section 8.1.1.
§8.1.2 ,
§8.1.3 The Architect and Owner waive consequential damages for claims, disputes, or other matters in question, arising
out of or relating to this Agreement This mutual waiver is applicable, without limitation,to all consequential damages due
to either party's termination of this Agreement, except as specifically provided in Section 9.7.
§8.2 MEDIATION
§8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a�claim
arising out of the ArchitecYs services,the Architect may proceed in accordance with applicable law to comply with the�
claim notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution.
§8.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by
mediation,which,�lessif the parties mutually agree �"-��a,.���- ��, shall be administered by the American Arbitration
Association in accordance with its Construction Industry Mediation Procedures in effect on the date of this Agreement. A
request for mediation shall be made in writing delivered to the other party to this Agreement, and filed with the person or
entity administering the mediation. The request may be made concurrently with the filing of a complaint or other
appropriate demand for binding dispute resolution but, in such event,mediation shall proceed in advance of binding
dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing
unless stayed for a longer period by agreement of the parties or court order. Te,,..„_w:._,,.: ....._.,.00a:..,.:. ..,,,oa...._...,,...
oa � �
n�s
§8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where
the Project is located,unless another location is mutually agreed upon. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof.
§8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 82, the method of binding dispute
resolution shall be the following:
(Checkthe appropnate bax.)
[X] Arbihation pursuant to Section 83 of this Agreement
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r � n«��
If the Owner and Architect do not select a method of binding dispute resolution, or do not subsequently agree in writing to
a binding dispute resolution method other than litigatioq the dispute will be resolved in a court of competent jurisdiction.
§8.2.5 The Architect or Owner as aoorooriate, shall include a similar mediation orovision in all its aQreements with
contractors and consultants retained for the Proiect and shall require all contractors and consultants to also include a similar
mediation orovision in all aQreements with their subcontractors and sub-consultants so retained for the Pro�ec therebv
orovidinQ for mediation as the ro imary method for dispute resolution between the ao rties to those aQreements.
§8.3 ARBITRATION
§8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement, any claim,
dispute or other matter in question arising out of or related to this Agreement subject to,but not resolved by, mediation
shall be subjectto arbitration,which,unless the parties mutually agree otherwise, shall be administered by the American
Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of this
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Agreement. A demand for arbitration shall be made in writing delivered to the other party to this Agreement, and filed
with the person or entity administering the arbitration.
§8.3.L1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation,but
in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute
or other matter in question would be barred by the applicable statute of limitations. For statute of limitations purposes,
receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the
institution of legal or equitable proceedings based on the claim, dispute or other matter in question.
§8.3.2 The foregoing agreement to arbitrate, and other agreements to arbitrate with an additional person or entity duly
consented to by parties to this Agreement, shall be specifically enforceable in accordance with applicable law in any court
having jurisdiction thereof.
§8.3.3 The award rendered by the arbitrator(s)shall be final, and judgment may be entered upon it in accordance with
applicable law in any court having jurisdiction thereof.
§8.3.4 CONSOLIDATION OR JOINDER
§8.3.4.1 Either party, at its sole discretioq may consolidate an arbitration conducted under this Agreement with any other
arbitration to which it is a party provided that(1)the arbitration agreement goveming the other arbitration permits
consolidation; (2)the arbitrations to be consolidated substantially involve common questions of law or fact;and(3)the
arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s).
§8.3.4.2 Either party, at its sole discretioq may include byjoinder persons or entities substantially involved in a common
question of law or fact whose presence is required if complete relief is to be accorded in arbitratioq provided that the party
sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall
not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent.
§8.3.4.3 The Owner and Architect grant to any person or entity made a party to an arbitration conducted under this Section
83,whether byjoinder or consolidation,the same rights ofjoinder and consolidation as the Owner and Architect under this
Agreement.
§8.4 The provisions of this Article 8 shall survive the termination of this Agreement.
ARTICLE 9 TERD�IINATION OR SUSPENSION
§9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be
considered substantial nonperformance and cause for termination or, atthe ArchitecYs option, cause for suspension of
performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven
days' written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall
have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before
resuming services,the Owner shall pay the Architect all sums due prior to suspension and any e�penses incurred in the
interruption and resumption of the ArchitecYs services. The ArchitecYs fees for the remaining services and the time
schedules shall be equitably adjusted.
§9.2 If the Owner suspends the Project,the Architect shall be compensated for services performed prior to notice of such
suspension. When the Project is resumed,the Architect shall be compensated for expenses incurred in the interruption and
resumption of the ArchitecYs services. The ArchitecYs fees for the remaining services and the time schedules shall be
equitably adjusted.
§9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect,
the Architect may terminate this Agreement by giving not less than fourteen sa��t}days' written notice.
§9.4 Either party may terminate this Agreement upon not less than s�3 fourteen days' written notice should the other
party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating
the termination.
§9.5 The Owner may terminate this Agreement upon not less than fourteen seve�3 days' written notice to the Architect for
the Owner's convenience and without cause.
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§9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates this
Agreement pursuant to Section 93,the Owner shall compensate the Architect for services performed prior to termination,
Reimbursable Expenses incurred, and costs attributable to termination, including the costs attributable to the ArchitecYs
termination of consultant agreements.
§9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience
pursuant to Section 9.5, or the Architect terminates this Agreement pursuant to Section 93,the Owner shall pay to the
Architect the following fees:
(Setforth below the amount of any termination or licensing fee, or the method for determining any termination or licensing
fee.)
.1 Termination Fee:
The Owner shall pa�ten eo rcent 10% of fees eamed to date of termination.
.2 Licensing Fee if the Owner intends to continue using the ArchitecYs Instruments of Service:
20%
§9.8 Except as otherwise eapressly provided hereiq this Agreement shall terminate one year from the date of Substantial
Completion.
§9.9 The Owner's rights to use the ArchitecYs Instruments of Service in the event of a termination of this Agreement are
set forth in Article 7 and Section 9.7.
§9.10 The Owner and ArchitecYs riQhts set forth in this Article 9 are in addition to and without oreiudice to theu other
riQhts and remedies orovided�law.
§9.11 The termination of this AQreement shall not relieve either the Owner or the Architect of a�obliQation oreviouslv
accrued. The followine orovisions of this AQreement, and a�other orovisions that�their terms so rop vide, shall
soecificallv survive a�such termination: Section 3.1�10 Article 7 Article 8 Article 10 and Article 12.
ARTICLE 10 MISCELLANEOUS PROVISIONS
§ 10.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that jurisdiction's
choice of law rules.
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§ 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201-2017, General Conditions
of the Contract for Construction in the form attached to this A�reement as E�ibit B.
§ 10.3 The Owner and Architect,respectively,bind themselves,theu agents, successors, assigns, and legal representatives
to this Agreement.Neither the Owner nor the Architect shall assign, sublet or transfer all or oart of the interest of this
Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing
financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement, including
any payments due to the Architectby the Owner prior to the assignment.
§ 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be
submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the
Architect to execute consents reasonably required to facilitate assignment to a lender,the Architect shall execute all such
consents that are consistent with this Agreement,provided the proposed consent is submitted to the Architect for review at
least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require
knowledge, services, or responsibilities beyond the scope of this Agreement.
§ 10.5 Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a
third party against either the Owner or Architect.
§ 10.6 Unless otherwise required in this Agreement,the Architect shall have no responsibility for the discovery,presence,
handling removal or disposal of, or e�posure of persons tq hazardous materials or toxic substances in any form at the
Project site.
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§ 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project
among the ArchitecYs promotional and professional materials. The Architect shall be given reasonable access to the
completed Project to make such representations. However,the ArchitecYs materials shall not include the Owner's
confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific
information considered by the Owner to be confidential or proprietary. The Owner shall endeavor to provide professional
credit for the Architect in the Owner's promotional materials for the Project This Section 10.7 shall survive the
termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4.
§ 10.8 If the Architect or Owner receives information specifically designated as"confidential" or"business proprietary,"
the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except as
set forth in Section 10.8.1, or in accordance with state and federal law. This Section 10.8 shall survive the termination of
this Agreement.
§ 10.8.1 The receiving party may disclose "confidential"or"business proprietary"information after 7 days' notice to the
other party,when required by law, arbitrator's order, or court order, including a subpoena or other form of compulsory
legal process issued by a court or govemmental entity, or to the extent such information is reasonably necessary for the
receiving party to defend itself in any dispute. The receiving party may also disclose such information to its employees,
consultants, or contractors in order to perform services or work solely and exclusively for the Project,provided those
employees, consultants and contractors are subject to the restrictions on the disclosure and use of such information as set
forth in this Section 10.8.
§ 10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. If it
is determined that any provision of the Agreement violates any law, or is otherwise invalid or unenforceable,then that
provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Agreement
shall be construed,to the fullest extent permitted by law,to give effect to the parties' intentions and purposes in executing
the Agreement.
ARTICLE 11 COMPENSATION
§ 1L1 For the ArchitecYs Basic Services described under Article 3,the Owner shall compensate the Architect as follows:
.1 Stipulated Sum
(Insert amount)
See E�ibit A
.2 €�s�x�"��
.,.� .... . .�.. .,.. �
i � o_ ,.e«w,,n.._,._+,,t,..a�,.«e,._«w,,r�,.,.« ,.e«w,.�z ,._t ,.,. ,.,.t,...t,.«,.a :_ ,.,.,.,._a,._,.,...:«w c,.,.«:,._ i i c
.3 n«�""
�sae�ee .�..,.-�,�-�.�...�.n.,.a,.�e:r--�s',�aa��
§ 11.2 For the ArchitecYs Supplemental Services designated in Section 4.1.1 and for any Sustainability Services requued
pursuant to Section 4.13,the Owner shall compensate the Architect as follows:
(Insertamountof, orbasisfor, compensation.Ifnecessary, listspecificservicestowhichparticularmethodsof
compensation apply.)
Comoensation shall be�contract amendment in advance of the work-ket based on the Standard Hourlv Rate Schedule
current at the time services are orovided. A cOpV of the Standard Hourlv Rate Schedule is attached hereto as E�ibit C and
incomorated herein�this reference.
§ 11.3 For Additional Services that may arise during the course of the Project, including those under Section 42,the
Owner shall compensate the Architect as follows:
(Insertamountof, orbasisfor, compensation.)
Comnensation shall be hourlv based on the Standard Hourlv Rate Schedule current at the time services are nrovided. A
cODV of the Standard Hourlv Rate Schedule is attached hereto as E�ibit C and incornorated herein�this reference.
AIA Document B101'"-2017.Copyright 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.
WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA� z�
Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum e�etent possible under the law.
§ 11.4 Compensation for Supplemental and Additional Services of the ArchitecYs consultants when not included in Section
112 or 113,shall be the amount invoiced to the Architect plus ten percent 10%), or as follows:
(Insert amount of, or basis for computing,Architect's consultants'compensation for Supplemental orAdc&tional Services.)
§ 11.5 ,
_ r,._,.,.,.w_w,.,.,. ,.r,.,.� :,.,.,. ,.w,.n w,. ,.,, r,.n,...,..
§ 11.6
.wo �... .�e ,�P91�.wo�x�._v Compensation paid in previous progress payments shall not be adjusted based on subsequent updates
to the Owner's budget for the Cost of the Work.
§ 11.6.1 When^^^�^�^^^':^^:^ ^^ ^^�_^�^'^^��^^:^ ^^a any portions of the Project are deleted or otherwise not
constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those
portions. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed
whether or not the Construction Phase is commenced.
§ 11.7 The hourly billing rates for services of the Architect and the ArchitecYs consultants are set forth below. The rates
shall be adjusted in accordance with the ArchitecYs and ArchitecYs consultants' normal review practices.
(If applicable, attach an exhibit of hourly billing rates or insert them below.)
Standard Hourlv Rate Schedule incomorated herein as E�ibit C.
��."-f�)
§ 11.8 COMPENSATION FOR REIMBURSABLE EXPENSES
§ 11.8.1 Reimbursable Expenses are in addition to compensation for Basic, Supplemental, and Additional Services and
include expenses incurred by the Architect and the ArchitecYs consultants directly related to the Project, as follows:
.1 Transportation and authorized out-of-town travel and subsistence;
.2 Long distance services, dedicated data and communication services,teleconferences,Project web sites, and
extranets;
.3 Permitting and other fees required by authorities having jurisdiction over the Project;
.4 Printing reproductions,plots, and standard form documents;
.5 Postage,handling and delivery;
.6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner;
.7 ��-�s physical models,mock-ups,professional photography, and��a��requested by
the Owner or required for the Project;
.8 If requued by the Owner, and with the Owner's prior written approval,the ArchitecYs consultants' expenses
of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance
coverage or limits in excess of that normally maintained by the ArchitecYs consultants;
.9 All taxes levied on reimbursable expenses;
.10 c:.o .e�T
.11 Registration fees and any other fees charged by the Certifying Authority or by other entities as necessary to
achieve the Sustainable Objective; and,
.12 Other similar Project-related expenditures.
§ 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the ArchitecYs
consultants plus five percent(5%) of the eapenses incurred.
§ 11.9 ARCHITECT'S INSLJRANCE.T'«w.«..,. ._a i:...:« .e ... ._.�._. :_.a :_ a..«: ._ c ._.:_ .aa:«: ._«.«w.
n_.�.:«..«r._«�.. .aa:«: ._.� . .«r._«�.�w.� .....
o c ,....,o t. _,t.:a., st.,,n_....,.. ..t.,.n.,.:,..t.....,, st.,, n.a..:s,.,.s i
§ 1L10 PAYMENTS TO THE ARCHITECT
AIA Document B101'"-2017.Copyright 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.
WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA� zz
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§ 1L10.1 INITIAL PAYMENTS
§ 1L10.L1 An initial payment of zero dollars and no cents($0.00 shall be made upon execution of this Agreement and is
the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice.
§ 11.10.1.2 _
..w,.n t,,. ,._,.a:«,.a«,.«w,,n......,._+,. ,.,.,.,..._«,.««w,.«:.....,.«w,. ,.�..,,._,.,. :,. :_,...._,.a
§ 11.10.2 PROGRESS PAYMENTS
§ 1L10.2.1 Unless otherwise agreed,payments for services shall be made monthly in proportion to services performed.
Payments are due and payable upon presentation of the ArchitecYs invoice. Amounts unpaid si 60 days after the
invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to
time at the principal place of business of the Architect.
(Insert rate of monthly or annual interest agreed upon.)
One eo rcent 1% �ermonth.
§ 1L10.2.2 The Owner shall not withhold amounts from the ArchitecYs compensation to impose a penalty or liquidated
damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work,unless
the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding.
§ 1L10.2.3 Records of Reimbursable Expenses, expenses pertaining to Supplemental and Additional Services, and services
performed on the basis of hourly rates shall be available to the Owner at mutually convenient times.
ARTICLE 12 SPECIAL TERMS AND CONDITIONS
Special terms and conditions that modify this Agreement are as follows:
(Include other terms and conck�tions applicable to this Agreement)
§12.1 The Owner acknowledQes that the requirements of the Americans with Disabilities Act ADA Fair HousinQ Act
HA and other federal, state and local accessibilitv la�s rules codes ordinances and reQulations will be subiect to
various and oso siblv contradictory intemretations. The Architect,therefore, will use its reasonable orofessional efforts and
iudQment consistent with the deQree of skill and care ordinarilv exercised�architects currentiv oracticinQ under similar
circumstances to interoret aoolicable accessibilitv requirements in effect as of the date of the execution of this AQreement,
and as thev applv to the Proiect. The Architect however, cannot and does not warrant or Quarantee that the Owner's
Proiect will complv with all intemretations of the accessibilitv requirements and/or the requirements of other federal state
and local la�s rules codes ordinances and reeulations as thev annlv to the Proiect. The Owner shall defend indemnifv.
and hold harmless the Architect the ArchitecY s consultant and aeents, and emnlovees of a�of th�m from and aeainst a�
and all claims damaees, awards los�es and exnenses, includir�but not limited to attomevs' fe�s arisine out of or
resultine from Owner's noncomnliance with ADA or FHA excent to the extend such claims demands and losses and
exnenses arise out of or result from the ArchitecYs ne�lieence.
§12.2 Owner acknowledees that the Proiect location was at one time a landfill. Based on preliminary geotechnical
investi ate ions Owner acknowledees that there is a h�deeree of variabilitv in subsurface soil conditions. Furthermore
Owner acknowledees that one adiacent facili has been imnacted�subsurface soil conditions.
Therefore Owner aerees to the fullest extent nermitted�la�and not withstandine a�other provision of this A�reement
that the total liabili in the aeerre�ate. of the Architect and the Architect's officers directors oartners, emolovees and
subconsultants, and a�of th�m to the Owner and anvone claiminQ�or throuQh the Owner, for a�and all claims
los�es costs or damaQes, includinQ attomevs' fees and costs and exoert-witness fees and costs of�nature whatsoever or
claims or exoenses resultinQ from or in a�wav related to the Proiect or the reement from a�cause or causes involvinQ
or�"���a��or arisinQ out of subsurface soil conditions includinQ but not limited ko soil comoaction or
differential settlement shall not exceed$2,000,000.
oi,�n_.�.:«��.«r__�,�� _a�_���It is intended that this limitation shall annlv to a�n�and all
liabilitv or cause of action however alleeed or arisine,unless otherwise nrohibited�law.
The Owner further aerees,to the fullest extent oermitted�la�to contractuallv limit the liabili of the Architect and the
Architect's officers duectors nartners, emnlovees and subconsultants to all construction contractors and subcontractors on
the Proiect for a�and all claims los�es co�ts damaees of a�nature whatsoever or claims or exnenses from a�cause or
AIA Document B101'"-2017.Copyright 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.
WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA� z3
Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum e�ctent possible under the law.
causes involvinQ^-�"���a��or arisinQ out of subsurface soil conditions, includinQ but not limited t�soil
comoaction and differential settlement includinQ attornevs'fees and costs and expert witness fees and co�ts so that the
total aeereeate liabili of the Architect and the Architect's subconsultants to all those named shall not exceed$2.000.000.
It is intended that this shall
limitation annlv to a�and all liabili or cause of action however alleeed or arisi unless otherwise nrohibited�law.
It is understood and aereed that this Section 122. shall be read so that the total aeereeate maximum exoosure to the
Architect Architect's officers directors nartners, emnlovees and subconsultants and a�of th�m from the Owner or
anvone claiminQ throuQh th�m and from the construction contractor, subcontractors and anvone claiminQ throuQh th�m
shall not exceed$2.000.000. rwo �_,.w:.o,..�.. :......_,,..,.o,.,., o_,,,.o i:...:....._,..:aoa .,..,,i eoo e,._..o_. :,.o.._o..ao_oa ,....w:..
�
§12.3_
�--- -- -- --- —
l.41.o T L'L'Tl(ol ..oh:F:..n4. ..o..
§12.4 If this AQreement is terminated, other than oursuant to Section 9 4 the license granted in Section 73 shall terminate
and the Owner's obliQations set forth in Section 73.1 and Section 11.9 shall og vem.
§12.5— — -- — --
aoa..,..: ......wo �.,.w:.o,.. — — -- — --
ARTICLE 13 SCOPE OF THE AGREEMENT
§ 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes
all prior negotiations,representations or agreements, either written or oral, includine butnot limited t�the terms of a�
nurchase order invoice bid document, or nronosal attached to the Aereement. This Agreement may be amended only by
written instrument signed by both the Owner and Architect
§ 13.2 This Agreement is comprised of the following documents identified below:
.1 AIA Document B101TM-2017, Standard Form Agreement Between Owner and Architect as modified�
RDG IA Inc.
• '-^'�_- , ,
n,,...,.,,+a,. a.,+,. ,.f+u,.con�'�i�;�,.,.,,., ,,.,+,.a�,,.+,. +u;,,,,,,,,,,,,,,�.,.,,.+�
�,,.w*�°.�� w*' ^ �'S.00"*o'r�
.3 E�ibits:
(Check the appropnate bax for any exhibits incorporated into thisAgreement)
r � nr n r�............._«� n�TM ni� c..,.«,.:_,.t,t,,n_,.:,.,.«,.��w:t,:« a,.«,.a ,. :_a:,.,.«,.a t,,.t,.....
ir.....,..s st.,. ,o,.s,. ,.tst.,, conn om s,.,o:...s,, st.:...................s i
[X] Other E�ibits incorporated into this Agreement:
(Clearly identify any other exhibits incorporated into tYds Agreemen� incluc&ng arry exhibits and scopes of
services identified as exhibits in Section 41.2.)
AIA Document B101'"-2017.Copyright 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.
WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA� zQ
Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum e�etent possible under the law.
!, Exhibit A Scope of Services attached hereto and incorporated herein hy this reference
lk Exhibit~ A201™-2017, General Conditions of Contract for Construction, as modifiedhy RDG IA Inc
attached hereto and incorporated herein hy this reference.
111. Exhibit Q Standard Hourly Rate Schedule attached hereto and incorporated herein hy this reference .
iiii. ExhibitQ City of Dubuque Insurance Schedule J .
. 4 Other documents:
(List other documents, if any, forming part of the Agreement.)
This Agreement entered into as of the day and year first written above.
OWNER
(Signature)
Michael C. Van Milligen
City Manager
(Printed name and title)
ARCHITECT
(Signature)
Patrick F. Dunn, PLA, ASLA, LEED® AP
Principal ·
(Printed name and title)
AIA Document 8101~-2017. Copyright 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved.
WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 25
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.
exhibit B
AI1� Docu ment A201 TM- 2017
General Conditions of the Contract for Construction
For the following Project:
(Name, locafion and detailed descnption)
Chaolain Schmitt Island Veterans Memorial Plaza Site Imorovements
Dubuque,Iowa
THE OWNER:
(Name, legal status and address)
C�of Dubuque
2200 Bunker Hill Road
Dubuque,IA 52001
Phone Number: 563-589-4263
Fax Number: 563-589-4391
THE ARCHITECT:
(Name, legal status and address)
RDG IA Inc R3001.928.03
d/b/a RDG Plannine&Desien
301 Grand Avenue
Des Moines,IA 50309-1718
Phone Number: 515-288-3414
Fax Number: 515-288-8631
TABLE OF ARTICLES
9 PAYMENTS AND COMPLETION
1 GENERAL PROVISIONS
10 PROTECTION OF PERSONS
2 OWNER AND PROPERTY
3 CONTRACTOR 11 INSiJRANCE AND BONDS
4 ARCHITECT 12 UNCOVERINGANDCORRECTION
OF WORK
5 SUBCONTRACTORS
13 MISCELLANEOUS PROVISIONS
6 CONSTRUCTION BY OWNER OR BY
SEPARATE CONTRACTORS 14 TERNIINATION OR SUSPENSION
OFTHECONTRACT
7 CIiANGES IN THE WORK
15 CLAIMS AND DISPUTES
8 TIME
AIA Document A201'"-2017.Copyright 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,197Q 1976,1987,1997,2007 and 2017 by The American
Institute of Architects.All rights reserved.WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized zs
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 ihe
maximum extent possible under the law.
exhibit B
INDEX ArchitecYs Copyright
(Topics and numbers in bold are Section headings.) 1.1.7, 1.5
ArchitecYs Decisions
3.7.4,42.6, 42.7, 42.11, 42.12, 42.13, 42.14, 63,
Acceptance of Nonconforming Work 73.4,73.9, 8.13, 83.1,92,9.4.1,9.5,9.8.4,9.9.1,
9.6.6, 9.93, 12.3 13.42, 152
Acceptance of Work ArchitecYs Inspections
9.6.6, 9.82, 9.93, 9.10.1, 9.103, 123 3.7.4,422, 42.9, 9.42,9.83,9.92, 9.10.1, 13.4
Access to Work ArchitecYs Inshuctions
3.16,62.1, 12.1 32.4,33.1, 42.6, 42.7, 13.42
Accident Prevention ArchitecYs Interpretations
10 42.11, 42.12
Acts and Omissions ArchitecYs Project Representative
32, 332, 3.12.8, 3.18, 423, 83.1,9.5.1, 102.5, 102.8, 42.10
1332, 14.1, 15.12, 152 ArchitecYs Relationship with Contractor
Addenda 1.12, 1.5, 233,3.13,322,323,32.4, 33.1,3.42,
1.1.1 3.5,3.7.4,3.7.5,3.92,3.93,3.1Q 3.11,3.12,3.16,3.18,
Additional Costs, Claims for 4.12,42, 52,622,7, 83.1,92,93,9.4,9.5,9.7,9.8,
3.7.4,3.7.5, 1032, 15.1.5 9.9, 102.6, 103, 113, 12, 1332, 13.4, 152
Additional Inspections and Testing ArchitecYs Relationship with Subcontractors
9.42, 9.83, 122.1, 13.4 1.12,423, 42.4, 42.6, 9.63, 9.6.4, 113
Additional Time,Claims for ArchitecYs Representations
32.4,3.7.4,3.7.5,3.102, 832, 15.1.6 9.42,9.5.1,9.10.1
Administration of the Contract ArchitecYs Site Visits
3.13, 4.2, 9.4, 9.5 3.7.4,422, 42.9, 9.42,9.5.1,9.92, 9.10.1, 13.4
Advertisement or Invitation to Bid Asbestos
1.1.1 10.3.1
Aesthetic Effect Attomeys' Fees
42.13 3.18.1,9.6.8,9.102, 1033
Allowances Award of Separate Contracts
3.8 6.1.1,6.12
Applications for Payment Award of Subcontracts and Other Contracts for
42.5, 73.9, 92, 9.3,9.4, 9.5.1, 9.5.4, 9.63, 9.7, 9.10 Portions of the Work
Approvals 5.2
2.1.1, 23.1, 2.5,3.13,3.102,3.12.8,3.12.9, 3.12.10.1, Basic Definitions
42.7,932, 13.4.1 Ll
Arbitration Bidding Requirements
83.1, 1532, 15.4 1.1.1
ARCHITECT Binding Dispute Resolution
4 83.1,9.7, 11.5, 13.1, 15.12, 15.13, 152.1, 152.5,
Architect,Definition of 152.6.1, 153.1, 1532, 1533, 15.4.1
4.L1 Bonds,Lien
Architect,Extent of Authority 73.4.4,9.6.8,9.102,9.103
2.5,3.12.7, 4.12, 42, 52, 63,7.12,73.4,7.4,92, Bonds,Performance,and Payment
93.1, 9.4, 9.5, 9.63, 9.8, 9.10.1, 9.103, 12.1, 122.1, 73.4.4, 9.6.7,9.103, 1L1.2, 11.13, 11.5
13.4.1, 13.42, 1422, 142.4, 15.1.4, 152.1 Building Information Models Use and Reliance
Architect,Limitations of Authority and Responsibility 1.8
2.1.1, 3.12.4, 3.12.8, 3.12.1Q 4.12,42.1,422, 423, Building Permit
42.6, 42.7, 42.1Q 42.12, 42.13, 52.1, 7.4, 9.42, 3.7.1
9.5.4,9.6.4, 15.1.4, 152 Capitalization
ArchitecYs Additional Services and Eapenses 1.3
2.5, 122.1, 13.42, 13.43, 142.4 Certificate of Substantial Completion
ArchitecYs Administration of the Contract 9.83,9.8.4,9.8.5
3.13,3.7.4, 152,9.4.1,9.5 Certificates for Payment
ArchitecYs Approvals 42.1,42.5, 42.9, 933, 9.4,9.5, 9.6.1,9.6.6, 9.7,
2.5, 3.13, 3.5, 3.102, 42.7 9.10.1, 9.103, 14.1.13, 142.4, 15.1.4
ArchitecYs Authority to Reject Work Certificates of Inspection, Testing or Approval
3.5, 42.6, 12.12, 122.1 13.4.4
AIA Document A201'"-2017.Copyright 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,197Q 1976,1987,1997,2007 and 2017 by The American
Institute of Architects.All rights reserved.WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized z]
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 ihe
maximum extent possible under the law.
exhibit B
Certificates of Insurance Consolidation or Joinder
9.102 15.4.4
Change Orders CONSTRUCTION BY OWNER OR BY SEPARATE
1.1.1,3.42,3.7.4,3.823,3.11,3.12.8,42.8, 523, CONTRACTORS
7.12,7.13, 7.2,732,73.7,73.9,73.1 Q 83.1,93.1.1, 1.1.4, 6
9.103, 1032, 112, 11.5, 12.12 Construction Change Directive,Definition of
Change Orders,Definition of 7.3.1
7.2.1 Construction Change Directives
CIiANGES IN THE WORK 1.1.1,3.42, 3.11, 3.12.8, 42.8, 7.1.1, 7.12, 7.13, 7.3,
222,3.11, 42.8,7,72.1,73.1,7.4, 83.1,93.1.1, 11.5 93.1.1
Claims,Definition of Construction Schedules, Contractor's
15.L1 3.10,3.11, 3.12.1, 3.122, 6.13, 15.1.62
Claims,Notice of Contingent Assignment of Subcontracts
1.62, 15.13 5.4, 14222
CLAIMS AND DISPUTES Continuing Contract Performance
32.4, 6.1.1, 63,73.9,933,9.10.4, 1033, 15, 15.4 15.1.4
Claims and Timely Assertion of Claims Contract,Definition of
15.4.1 1.1.2
Claims for Additional Cost CONTRACT,TERMINATION OR SUSPENSION
32.4,33.1,3.7.4,73.9,9.52, 102.5, 1032, 15.L5 OF THE
Claims for Additional Time 5.4.1.1, 5.42, 11.5, 14
32.4,33.1,3.7.4, 6.1.1, 832,9.52, 1032, 15.1.6 ContractAdministration
Concealed or Unknown Conditions,Claims for 3.13,4, 9.4, 9.5
3.7.4 Contract Award and Executioq Conditions Relating to
Claims for Damages 3.7.1,3.1Q 52,6.1
32.4,3.18, 833,9.5.1,9.6.7, 102.5, 1033, 113, Contract Documents, Copies Fumished and Use of
1132, 142.4, 15.1.7 1.52,23.6, 53
Claims Subjectto Arbitration ContractDocuments,Definition of
15.4.1 1.1.1
Cleaning Up Contract Sum
3.15, 63 222,22.4,3.7.4,3.7.5,3.8,3.102, 523,73,7.4, 9.1,
Commencement of the Work, Conditions Relating to 92,9.42,9.5.1.4,9.6.7,9.7, 1032, 11.5, 12.12, 123,
22.1, 322, 3.4.1, 3.7.1,3.10.1, 3.12.6, 52.1, 523, 142.4, 1432, 15.1.42, 15.1.5, 15.2.5
622, 8.12, 822, 83.1, 11.1, 112, 15.1.5 Contract Sum,Definition of
Commencement of the Work,Definition of 9.1
8.1.2 Contract Time
Communications 1.1.4,22.1, 222,3.7.4,3.7.5,3.102, 523, 6.1.5,
3.9.1, 4.2.4 72.13,73.1,73.5,73.6,7,7,73.1 Q 7.4, 8.1.1, 82.1,
Completion, Conditions Relating to 823, 83.1,9.5.1,9.7, 1032, 12.1.1, 12.12, 1432,
3.4.1, 3.11, 3.15,422, 42.9, 82, 9.42, 9.8, 9.9.1, 9.1Q 15.1.42, 15.1.6.1, 152.5
122, 14.12, 15.12 Contract Time,Definition of
COMPLETION,PAYMENTS AND 8.1.1
9 CONTRACTOR
Completion, Substantial 3
3.10.1, 42.9, 8.1.1, 8.13, 823,9.42,9.8,9.9.1,9.103, Contractor,Definition of
122, 15.12 3.1,6.1.2
Compliance with Laws Contractor's Construction and Submittal Schedules
232,323,3.6,3.7,3.12.1Q 3.13,9.6.4, 1022, 13.1, 3.1Q 3.12.1,3.122, 423, 6.13, 15.1.62
133, 13.4.1, 13.42, 13.5, 14.1.1, 142.13, 152.8, Contractor's Employees
15.42, 15.43 22.4,332,3.43,3.8.1,3.9,3.182, 423,42.6, 102,
Concealed or Unknown Conditions 103, 113, 14.1, 142.1.1
3.7.4, 42.8, 83.1, 103 Contractor's Liability Insurance
Conditions of the Contract 1L1
1.1.1, 6.1.1, 6.1.4 Contractor's Relationship with Separate Contractors and
Consent,Written Owner's Forces
3.42, 3.142, 4.12, 9.8.5, 9.9.1, 9.102, 9.103, 132, 3.12.5, 3.142, 42.4, 6, 113, 122.4
15.4.4.2
AIA Document A201'"-2017.Copyright 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,197Q 1976,1987,1997,2007 and 2017 by The American
Institute of Architects.All rights reserved.WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized z$
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 ihe
maximum extent possible under the law.
exhibit B
Contractor's Relationship with Subcontractors Date of Substantial Completion,Definition of
122, 22.4, 332, 3.18.1, 3.182, 42.4, 5, 9.62, 9.6.7, 8.1.3
9.102, 112, 113, 11.4 Day,Definition of
Contractor's Relationship with the Architect 8.1.4
1.12, 1.5, 233,3.13,322,323,32.4,33.1,3.42, Decisions of the Architect
3.5.1,3.7.4,3.1Q 3.11,3.12,3.16,3.18, 42, 52, 622, 3.7.4,42.6, 42.7, 42.11, 42.12, 42.13, 63,73.4,
7, 83.1,92, 93,9.4, 9.5, 9.7, 9.8, 9.9, 102.6, 103, 73.9, 8.13, 83.1, 92, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.42,
113, 12, 13.4, 15.13, 152.1 1422, 142.4, 15.1, 152
Contractor's Representations Decisions to Withhold Certification
32.1, 322, 3.5,3.12.6,622, 82.1,933,9.82 9.4.1, 9.5, 9.7, 14.1.13
Contractor's Responsibility for Those Performing the Defective or Nonconforming Work,Acceptance,
Work Rejection and Correction of
332, 3.18, 53,6.13, 62, 9.5.1, 102.8 2.5, 3.5, 42.6,623, 9.5.1, 9.53, 9.6.6, 9.82, 9.93,
Contractor's Review of Contract Documents 9.10.4, 122.1
32 Definitions
Contractor's Right to Stop the Work 1.1, 2.1.1,3.1.1,3.5,3.12.1,3.122,3.123,4.1.1, 5.1,
222, 9.7 6.12,72.1, 73.1, 8.1, 9.1, 9.8.1, 15.1.1
Contractor's Right to Terminate the Conhact Delays and Extensions of Time
14.1 3.2,3.7.4, 523,72.1,73.1, 7.4,8.3,9.5.1,9.7, 1032,
Contractor's Submittals 10.4, 1432, 15.1.6, 152.5
3.1 Q 3.11,3.12,42.7, 52.1, 523,92,93,9.82,9.83, Digital Data Use and Transmission
9.9.1, 9.102, 9.103 1.7
Contractor's Superintendent Disputes
3.9, 102.6 63,73.9, 15.1, 152
Contractor's Supervision and Construction Procedures Documents and Samples at the Site
122,33,3.4,3.12.1Q 422, 42.7,6.13,62.4,7.13, 3.11
73.4,73.6, 82, 1 Q 12, 14, 15.1.4 Drawings,Definition of
Coordination and Correlation LLS
12, 32.1, 33.1,3.10, 3.12.6, 6.13,62.1 Drawings and Specifications,Use and Ownership of
Copies Furnished of Drawings and Specifications 3.11
1.5, 23.6,3.11 Effective Date of Insurance
Copyrights 822
1.5,3.17 Emergencies
Correction of Work 10.4, 14.1.12, 15.1.5
2.5,3.73,9.42,9.82,9.83,9.9.1, 12.12, 12.2, 123, Employees, Contractor's
15.13.1, 15.132, 152.1 332,3.43,3.8.1,3.9,3.182,423, 42.6, 102, 1033,
Correlation and Intent of the Contract Documents 113, 14.1, 142.1.1
1.2 Equipment,Labor, or Materials
Cost,Definition of 1.13, 1.1.6,3.4,3.5,3.82,3.83,3.12,3.13,3.15.1,
7.3.4 42.6,42.7, 52.1, 62.1,73.4,932,933,9.5.13,
Costs 9.102, 102.1, 102.4, 142.1.1, 142.12
2.5,32.4,3.73,3.82,3.152, 5.42,6.1.1,623,7333, Execution and Progress of the Work
73.4,73.8,73.9,9.102, 1032, 103.6, 112, 12.12, 1.13, 12.1, 122, 23.4,23.6,3.1,33.1,3.4.1,3.7.1,
122.1, 122.4, 13.4, 14 3.10.1, 3.12, 3.14, 42, 622, 7.13, 73.6, 82, 9.5.1,
Cutting and Patching 9.9.1, 102, 103, 12.1, 122, 142, 143.1, 15.1.4
3.14, 62.5 Extensions of Time
Damage to Construction of Owner or Separate 32.4,3.7.4, 523,72.1,73,7.4,9.5.1,9.7, 1032, 10.4,
Contractors 143, 15.1.6, 15.2.5
3.142, 62.4, 102.12, 102.5, 10.4, 122.4 Failure of Payment
Damage to the Work 9.5.13, 9.7,9.102, 13.5, 14.1.13, 142.12
3.142, 9.9.1, 102.12, 102.5, 10.4, 122.4 Faulty Work
Damages, Claims for (See Defective or Nonconforming Work)
32.4,3.18, 6.1.1, 833,9.5.1,9.6.7, 1033, 1132, 113, Final Completion and Final Payment
142.4, 15.1.7 42.1,42.9, 9.82, 9.1Q 123, 142.4, 14.43
Damages for Delay Financial Arrangements, Owner's
623, 833, 9.5.1.6, 9.7, 1032, 1432 22.1, 1322, 14.1.1.4
Date of Commencement of the Work,Definition of GENERAL PROVISIONS
8.1.2 1
AIA Document A201'"-2017.Copyright 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,197Q 1976,1987,1997,2007 and 2017 by The American
Institute of Architects.All rights reserved.WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized z9
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 ihe
maximum extent possible under the law.
exhibit B
Governing Law Interpretations,Written
13.1 4.2.11, 4.2.12
Guarantees(See Warranty) Judgment on Final Award
Hazardous Materials and Substances 15.42
102.4, 10.3 Labor and Materials,Equipment
Identification of Subcontractors and Suppliers 1.13, 1.1.6,3.4,3.5,3.82,3.83,3.12,3.13,3.15.1,
52.1 52.1,62.1, 73.4, 932, 933, 9.5.13, 9.102, 102.1,
Indemnification 102.4, 142.1.1, 142.12
3.17,3.18,9.6.8,9.102, 1033, 113 Labor Disputes
Information and Services Required of the Owner 83.1
2.12, 22, 23, 322, 3.12.10.1, 6.13, 6.1.4,62.5, 9.6.1, Laws and Regulations
9.92,9.103, 1033, 112, 13.4.1, 13.42, 14.1.1.4, 1.5, 232,323,32.4,3.6,3.7,3.12.1Q 3.13,9.6.4,
14.1.4, 15.1.4 9.9.1, 1022, 13.1, 133.1, 13.42, 13.5, 14, 152.8, 15.4
Initial Decision Liens
15.2 2.12,93.1, 933, 9.6.8, 9.102, 9.10.4, 152.8
Initial Decision Maker,Definition of Limitations, Statutes of
1.1.8 122.5, 15.12, 15.4.1.1
Initial Decision Maker,Decisions Limitations of Liability
142.4, 15.1.42, 152.1, 1522, 1523, 152.4, 152.5 322,3.5, 3.12.10, 3.12.10.1, 3.17, 3.18.1,42.6, 42.7,
Initial Decision Maker,Extent of Authority 622,9.42, 9.6.4, 9.6.7,9.6.8, 102.5, 1033, 113,
142.4, 15.1.42, 152.1, 1522, 1523, 152.4, 152.5 122.5, 133.1
Injury or Damage to Person or Property Limitations of Time
10.2.8, 10.4 2.12,22, 2.5, 322, 3.10, 3.11,3.12.5, 3.15.1, 42.7,
Inspections 52, 53, 5.4.1,62.4,73,7.4, 82,92,93.1,933,9.4.1,
3.13, 333, 3.7.1, 422,42.6, 42.9, 9.42,9.83, 9.92, 9.5, 9.6, 9.7, 9.8, 9.9, 9.1Q 122, 13.4, 14, 15, 15.12,
9.10.1, 122.1, 13.4 15.13, 15.1.5
Inshuctions to Bidders Materials,Hazardous
1.1.1 10.2.4, 10.3
Inshuctions to the Contractor Materials,Labor,Equipment and
32.4,33.1,3.8.1, 52.1,7, 822, 12, 13.42 1.13, 1.1.6,3.4.1,3.5,3.82,3.83,3.12,3.13,3.15.1,
Instruments of Service,Definition of 52.1,62.1,73.4,932,933,9.5.13,9.102, 102.12,
L1.7 102.4, 142.1.1, 142.12
Insurance Means,Methods, Techniques, Sequences and Procedures
6.1.1, 73.4, 822, 932,9.8.4, 9.9.1, 9.102, 102.5, 11 of Construction
Insurance,Notice of Cancellation or Expiration 33.1,3.12.1 Q 422, 42.7, 9.42
11.1.4, 1123 Mechanids Lien
Insurance,Contractor's Liability 2.12,93.1,933,9.6.8,9.102,9.10.4, 152.8
1L1 Mediation
Insurance,Effective Date of 83.1, 15.132, 152.1, 152.5, 152.6, 15.3, 15.4.1,
8.2.2, 14.4.2 15.4.1.1
Insurance,Owner's Liability Minor Changes in the Work
11.2 1.1.1,3.42, 3.12.8, 42.8, 7.1, 7.4
Insurance,Property MISCELLANEOUS PROVISIONS
10.2.5, 112, 11.4, 115 13
Insurance, Stored Materials Modifications,Definition of
932 LLl
INSiJRANCE AND BONDS Modifications to the Contract
11 1.1.1, 1.12, 2.5, 3.11, 4.12, 42.1, 523, 7, 83.1, 9.7,
Insurance Companies,Consentto Partial Occupancy 1032
9.9.1 Mutual ResponsibiliTy
Insured loss,Adjushnent and Settlement of 6.2
11.5 Nonconforming Work,Acceptance of
Intent of the Contract Documents 9.6.6,9.93, 12.3
12.1, 42.7, 42.12, 42.13 Nonconforming Work,Rejection and Correction of
Interest 2.4, 2.5, 3.5, 42.6, 62.4, 9.5.1, 9.82, 9.93, 9.10.4, 122
13.5
Interpretation
1.1.8, 123, 1.4, 4.1.1, 5.1,6.12, 15.1.1
AIA Document A201'"-2017.Copyright 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,197Q 1976,1987,1997,2007 and 2017 by The American
Institute of Architects.All rights reserved.WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 3Q
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 ihe
maximum extent possible under the law.
exhibit B
Notice Patching,Cutting and
1.6, 1.6.1, 1.62,2.12, 222., 223,22.4,2.5, 32.4, 3.14,62.5
33.1,3.7.4,3.7.5,3.92,3.12.9,3.12.1Q 52.1,7.4, 822 Patents
9.6.8, 9.7, 9.10.1, 102.8, 1032, 11.5, 1222.1, 13.4.1, 3.17
13.42, 14.1, 1422, 14.42, 15.13, 15.1.5, 15.1.6, 15.4.1 Payment,Applications for
Notice of Cancellation or Expiration of Insurance 42.5,73.9,92, 9.3,9.4,9.5,9.63,9.7,9.8.5,9.10.1,
11.1.4, 1123 1423, 142.4, 14.43
Notice of Claims Payment,Certificates for
1.62, 2.12, 3.7.4, 9.6.8, 102.8, 15.1.3, 15.1.5, 15.1.6, 42.5,42.9, 933, 9.4, 9.5,9.6.1, 9.6.6, 9.7,9.10.1,
152.8, 1532, 15.4.1 9.103, 14.1.13, 142.4
Notice of Testing and Inspections Payment,Failure of
13.4.1, 13.42 9.5.13, 9.7, 9.102, 13.5, 14.1.13, 142.12
Observations, Conhactor's Payment,Final
32, 3.7.4 42.1,42.9, 9.1Q 123, 142.4, 14.43
Occupancy Payment Bond,Performance Bond and
23.1, 9.6.6, 9.8 73.4.4, 9.6.7,9.103, 1L1.2
Orders,Written Payments,Progress
1.1.1, 2.4, 3.92,7, 822, 11.5, 12.1, 1222.1, 13.42, 93, 9.6,9.8.5, 9.103, 1423, 15.1.4
143.1 PAYMENTS AND COMPLETION
OWNER 9
2 Payments to Subcontractors
Owner,Definition of 5.42,9.5.13,9.62, 9.63, 9.6.4, 9.6.7, 142.12
2.L 1 PCB
Owner,Evidence of Financial Arrangements 103.1
2.2, 1322, 14.1.1.4 Performance Bond and Payment Bond
Owner,Information and Services Required of the 73.4.4,9.6.7,9.103, 1L1.2
2.12,2.2, 23,322,3.12.1Q 6.13,6.1.4, 62.5,932, Permits,Fees,Notices and Compliance with Laws
9.6.1,9.6.4,9.92,9.103, 1033, 112, 13.4.1, 13.42, 23.1,3.7,3.13,73.4.4, 1022
14.1.1.4, 14.1.4, 15.1.4 PERSONS AND PROPERTY,PROTECTION OF
Owner's Authority 10
1.5, 2.1.1, 2332.4, 2.5, 3.42, 3.8.1,3.12.10, 3.142, Polychlorinated Biphenyl
4.12, 42.4, 42.9, 52.1,52.4, 5.4.1, 6.1, 63, 72.1, 103.1
73.1, 822, 83.1,932,9.5.1,9.6.4,9.9.1,9.102, ProductData,Definition of
1032, 11.4, 11.5, 1222, 123, 1322, 143, 14.4, 152.7 3.12.2
Owner's Insurance Product Data and Samples,Shop Drawings
11.2 3.11,3.12, 42.7
Owner's Relationship with Subcontractors Progress and Completion
1.12, 52, 53, 5.4, 9.6.4, 9.102, 1422 422, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.4
Owner's Right to Carry Out the Work Progress Payments
2.5, 1422 93, 9.6,9.8.5, 9.103, 1423, 15.1.4
Owner's Right to Clean Up Project,Definition of
6.3 L1.4
Owner's Right to Perform Construction and to Project Representatives
Award Separate Contracts 42.10
6.1 Property Insurance
Owner's Right to Stop the Work 102.5, 11.2
2.4 Proposal Requirements
Owner's Right to Suspend the Work 1.1.1
143 PROTECTION OF PERSONS AND PROPERTY
Owner's Right to Terminate the Conhact 10
142, 14.4 Regulations and Laws
Ownership and Use of Drawings,Specifications and 1.5, 232,323,3.6,3.7,3.12.1 Q 3.13,9.6.4,9.9.1,
Other Instruments of Service 1022, 13.1, 133, 13.4.1, 13.42, 13.5, 14, 152.8, 15.4
1.1.1, 1.1.6, 1.1.7, L5, 23.6,322,3.11,3.17,42.12, Rejection of Work
53 42.6, 122.1
Partial Occupancy or Use Releases and Waivers of Liens
9.6.6, 9.9 93.1,9.102
AIA Document A201'"-2017.Copyright 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,197Q 1976,1987,1997,2007 and 2017 by The American
Institute of Architects.All rights reserved.WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 31
reproduction or distribution of this AIA�Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to ihe
maximum extent possible under the law.
exhibit B
Representations Specifications
32.1, 3.5, 3.12.6, 82.1,933, 9.42,9.5.1,9.10.1 1.1.1, L1.6, 122, 1.5, 3.12.10, 3.17, 42.14
Representatives Statute of Limitations
2.1.1, 3.1.1, 3.9,4.1.1, 42.1Q 132.1 15.12, 15.4.1.1
Responsibility for Those Performing the Work Stopping the Work
332,3.18, 422, 423,53, 6.13, 62, 63,9.5.1, 10 222,2.4,9.7, 103, 14.1
Retainage Stored Materials
93.1, 9.62, 9.8.5, 9.9.1,9.102, 9.103 62.1,932, 102.12, 102.4
Review of ContractDocuments and Field Conditions Subcontractor,Definition of
by Contractor S.Ll
3.2,3.12.7, 6.13 SUBCONTRACTORS
Review of Contractor's Submittals by Owner and 5
Architect Subcontractors,Workby
3.10.1,3.102,3.11,3.12,42, 52, 6.13,92,9.82 122,332,3.12.1,3.18, 423, 523, 53,5.4,93.12,
Review of Shop Drawings,Product Data and Samples by 9.6.7
Contractor Subcontractual Relations
3.12 5.3, 5.4, 93.12,9.6, 9.1Q 102.1, 14.1, 142.1
Rights and Remedies Submittals
1.12, 2.4, 2.5,3.5,3.7.4,3.152, 42.6, 53,5.4, 6.1, 63, 3.1Q 3.11,3.12, 42.7, 52.1, 523,73.4,92,93,9.8,
73.1, 83, 9.5.1,9.7, 102.5, 103, 122.1, 1222, 122.4, 9.9.1,9.102, 9.103
13.3, 14, 15.4 Submittal Schedule
Royalties,Patents and Copyrights 3.102,3.12.5,42.7
3.17 Subrogation,Waivers of
Rules and Notices for Arbihation 6.1.1, 11.3
15.4.1 Substances,Hazardous
Safety of Persons and Property 10.3
10.2, 10.4 Substantial Completion
SafeTy Precautions and Programs 42.9, 8.1.1, 8.13, 823,9.42, 9.8, 9.9.1, 9.103, 122,
33.1, 422, 42.7, 53, 10.1, 102, 10.4 15.12
Samples,Definition of Substantial Completion,Definition of
3.12.3 9.8.1
Samples,Shop Drawings,Product Data and Substitution of Subcontractors
3.11,3.12, 42.7 523,52.4
Samples at the Site,Documents and Substitution of Architect
3.11 233
Schedule of Values Substitutions of Materials
9.2,93.1 3.42,3.5,73.8
Schedules, Construction Sub-subcontractor,Definition of
3.10, 3.12.1, 3.122, 6.13, 15.1.62 5.1.2
Separate Contracts and Contractors Subsurface Conditions
1.1.4, 3.12.5, 3.142, 42.4, 42.7, 6, 83.1, 12.12 3.7.4
Separate Contractors,Definition of Successors and Assigns
6.L 1 13.2
Shop Drawings,Definition of Superintendent
3.12.1 3.9, 102.6
Shop Drawings,Product Data and Samples Supervision and Construction Procedures
3.11,3.12, 42.7 122,3.3,3.4,3.12.1 Q 422, 42.7,6.13,62.4,7.13,
Site,Use of 73.4, 82, 83.1,9.42, 1Q 12, 14, 15.1.4
3.13, 6.1.1, 62.1 Suppliers
Site Inspections 1.5, 3.12.1, 42.4, 42.6,52.1,93, 9.42, 9.5.4, 9.6,
322,333,3.7.1,3.7.4,42,9.92,9.42,9.10.1, 13.4 9.10.5, 142.1
Site Visits,ArchitecYs Surety
3.7.4, 422, 42.9, 9.42,9.5.1, 9.92, 9.10.1, 13.4 5.4.12, 9.6.8,9.8.5, 9.102, 9.103, 11.12, 1422, 152.7
Special Inspections and Testing Surety, Consent of
42.6, 122.1, 13.4 9.8.5,9.102, 9.103
Specifications,Definition of Surveys
L1.6 1.1.7,23.4
AIA Document A201'"-2017.Copyright 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,197Q 1976,1987,1997,2007 and 2017 by The American
Institute of Architects.All rights reserved.WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 3z
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 ihe
maximum extent possible under the law.
exhibit B
Suspension by the Owner for Convenience Uncovering of Work
14.3 12.1
Suspension of the Work Unforeseen Conditions, Concealed or Unknown
3.7.5, 5.42, 143 3.7.4, 83.1, 103
Suspension or Termination of the Contract Unit Prices
5.4.1.1, 14 7332,9.12
Taxes Use of Documents
3.6,3.82.1,73.4.4 1.1.1, 1.5, 23.6,3.12.6,53
Termination by the Contractor Use of Site
14.1, 15.1.7 3.13,6.1.1, 62.1
Termination by the Owner for Cause Values,Schedule of
5.4.1.1, 14.2, 15.1.7 9.2, 93.1
Termination by the Owner for Convenience Waiver of Claims by the Architect
14.4 13.32
Termination of the Architect Waiver of Claims by the Contractor
233 9.10.5, 1332, 15.1.7
Termination of the Contractor Employment Waiver of Claims by the Owner
1422 9.93,9.103, 9.10.4, 1222.1, 1332, 142.4, 15.1.7
TERNIINATION OR SUSPENSION OF THE Waiver of Consequential Damages
CONTRACT 142.4, 15.1.7
14 Waiver of Liens
Tests and Inspections 93,9.102,9.10.4
3.13,333,3.7.1, 422,42.6, 42.9,9.42,9.83,9.92, Waivers of Subrogation
9.10.1, 1032, 122.1, 13.4 6.1.1, 11.3
TIME WarranTy
8 3.5, 42.9, 933,9.8.4, 9.9.1, 9.102, 9.10.4, 1222,
Time,Delays and Extensions of 15.12
32.4,3.7.4, 523,72.1,73.1,7.4, 8.3,9.5.1,9.7, Weather Delays
1032, 10.4, 1432, 15.1.6, 152.5 83, 15.1.62
Time Limits Work,Definition of
2.12, 22, 2.5, 322, 3.10, 3.11, 3.12.5, 3.15.1, 42, 52, L1.3
53, 5.4,62.4,73,7.4, 82,92,93.1,933,9.4.1,9.5, Written Consent
9.6, 9.7,9.8, 9.9,9.1Q 122, 13.4, 14, 15.12, 15.13, 1.52,3.42, 3.7.4, 3.12.8, 3.142, 4.12, 932, 9.103,
15.4 132, 1332, 15.4.42
Time Limits on Claims Written Interpretations
3.7.4, 102.8, 15.12, 15.13 42.11, 42.12
Title to Work Written Orders
932,933 1.1.1,2.4,3.9,7, 822, 12.1, 122, 13.42, 143.1
UNCOVERING AND CORRECTION OF WORK
12
AIA Document A201'"-2017.Copyright 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,197Q 1976,1987,1997,2007 and 2017 by The American
Institute of Architects.All rights reserved.WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 33
reproduction or distribution of this AIA�Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to ihe
maximum extent possible under the law.
exhibit B
ARTICLE 1 GENERAL PROVISIONS
§ Ll Basic Definitions
§ LLl The ContractDocuments
The Contract Documents are enumerated in the Agreement between the Owner and Contractor(hereinafter the
Agreement)and consist of the Agreement,Conditions of the Contract(General, Supplementary and other Conditions),
Drawings, Specifications,Addenda issued prior to execution of the Contract, other documents listed in the Agreement,
and Modifications issued after execution of the Contract A Modification is(1)a written amendment to the Contract
signed by both parties, (2) a Change Order, (3) a Construction Change Directive, or(4)a written order for a minor change
in the Work issued by the Architect Unless specifically enumerated in the Agreement,the Contract Documents do not
include the advertisement or invitation to bid,Instructions to Bidders, sample forms, other information furnished by the
Owner in anticipation of receiving bids or proposals,the Contractor's bid or proposal, or portions of Addenda relating to
bidding or proposal requuements.
§ L1.2 The Contract
The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement
between the parties hereto and supersedes prior negotiations,representations, or agreements, either written or oral. The
Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create
a contractual relationship of any kind(1)between the Contractor and the Architect or the ArchitecYs consultants, (2)
between the Owner and a Subcontractor or a Sub-subcontractor, (3)between the Owner and the Architect or the
ArchitecYs consultants, or(4)between any persons or entities other than the Owner and the Contractor. The Architect
shall,however,be entitled to performance and enforcement of obligations under the Contract intended to facilitate
performance of the ArchitecYs duties.
§ L1.3 The Work
The term "Worl�'means the construction and services required by the Contract Documents,whether completed or partially
completed, and includes all other labor,materials, equipment, and services provided or to be provided by the Contractor to
fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project.
§ L1.4 The Project
The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a
part and which may include construction by the Owner and by Separate Contractors.
§ L1.5 The Drawings
The Drawings are the graphic and pictorial portions of the ContractDocuments showing the design, location and
dimensions of the Work,generally including plans, elevations, sections, details, schedules, and diagrams.
§ L1.6 The Specifications
The Specifications are that portion of the Contract Documents consisting of the written requirements for materials,
equipment, systems, standards and workmanship for the Work, and performance of related services.
§ L1.7 Instruments of Service
Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible
and intangible creative work performed by the Architect and the ArchitecYs consultants under their respective
professional services agreements. Instruments of Service may include,without limitatioq studies, surveys,models,
sketches, drawings, specifications, and other similar materials.
§ L1.8 Initial Decision Maker
The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in
accordance with Section 152. The Initial Decision Maker shall not show partiality to the Owner or Contractor and
shall not be liable for results of interpretations or decisions rendered in good faith.
§ 1.2 Correlation and Intent of the Contract Documents
§ 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion
of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as
binding as if required by all;performance by the Contractor shall be requued only to the extent consistent with the
Contract Documents and reasonably inferable from them as being necessary to produce the indicated results.
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Institute of Architects.All rights reserved.WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 3Q
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 ihe
maximum extent possible under the law.
exhibit B
§ 1.2.L1 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining
provisions. If it is determined that any provision of the Contract Documents violates any law, or is otherwise invalid or
unenforceable,then that provision shall be revised to the extent necessary to make that provision legal and enforceable.
In such case the Contract Documents shall be construed,to the fullest extent permitted by law,to give effect to the
parties' intentions and purposes in executing the Contract.
§ 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not
control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by
any trade.
§ 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction
industry meanings are used in the Contract Documents in accordance with such recognized meanings.
§ 1.3 Capitalization
Terms capitalized in these General Conditions include those that are(1)specifically defined, (2)the titles of numbered
articles, or(3)the titles of other documents published by the American Institute of Architects.
§ 1.4Interpretation
In the interest of brevity the Contract Documents frequently omit modifying words such as"all"and"any"and articles
such as"the"and"an,"but the fact that a modifier or an article is absent from one statement and appears in another is
not intended to affect the interpretation of either statement.
§ LS Ownership and Use of Drawings,Specifications,and Other Instruments of Service
§ 1.5.1 The Architect and the ArchitecYs consultants shall be deemed the authors and owners of their respective
Instruments of Service, including the Drawings and Specifications, and retain all common law,statutory,and other
reserved rights in their Instnunents of Service, including copyrights. The Contractor, Subcontractors, Sub-subcontractors,
and suppliers shall not own or claim a copyright in the Instnunents of Service. Submittal or distribution to meet official
regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in
derogation of the ArchitecYs or ArchitecYs consultants' reserved rights.
§ 1.5.2 The Contractor, Subcontractors, Sub-subcontractors, and suppliers are authorized to use and reproduce the
Instruments of Service provided to them, subjectto any protocols established pursuantto Sections 1.7 and 1.8, solely
and exclusively for execution of the Work All copies made under this authorization shall bear the copyright notice, if
any,shown on the Instnunents of Service. The Contractor, Subcontractors, Sub-subcontractors, and suppliers may not
use the Instruments of Service on other projects or for additions to the Project outside the scope of the Work without the
specific written consent of the Owner,Architect, and the ArchitecYs consultants.
§ 1.6 Notice
§ 1.6.1 Except as otherwise provided in Section 1.62, where the Conhact Documents require one party to notify or give
notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom
the notice is addressed and shall be deemed to have been duly served if delivered in person,by mail,by courier, or by
electronic transmission if a method for electronic transmission is set forth in the Agreement.
§ 1.6.2 Notice of Claims as provided in Section 15.13 shall be provided in writing and shall be deemed to have been
duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or
registered mail, or by courier providing proof of delivery.
§ 1.7 Digital Data Use and Transmission
The parties shall agree upon protocols goveming the transmission and use of Instruments of Service or any other
information or documentation in digital form. The parties will use AIA Document E203TM-2013,Building Information
Modeling and Digital Data E�ibit,to establish the protocols for the development,use,transmission, and exchange of
digital data.
§ 1.8 Building Information Models Use and Reliance
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Institute of Architects.All rights reserved.WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 35
reproduction or distribution of this AIA�Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to ihe
maximum extent possible under the law.
exhibit B
Any use of, or reliance on, all or a portion of a building information model without agreement to protocols goveming
the use of, and reliance on,the information contained in the model and without having those protocols set forth in AIA
Document E203TM—2013,Building Information Modeling and Digital Data E�ibit, and the requisite AIA Document
G202TM-2013,Project Building Information Modeling Protocol Form, shall be at the using or relying party's sole risk
and without liability to the other party and its contractors or consultants,the authors of, or contributors to,the building
information model, and each of their agents and employees.
ARTICLE 2 OWNER
§2.1 General
§2.L1 The Owner is the person or entity identified as such in the Agreement and is referred to throughoutthe Contract
Documents as if singular in number. The Owner shall designate in writing a representative who shall have express
authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as
otherwise provided in Section 42.1,the Architect does not have such authority. The term "Owner"means the Owner or
the Owner's authorized representative.
§2.1.2 The Owner shall fumish to the Contractor,within fifteen days after receipt of a written request, information
necessary and relevant for the Contractor to evaluate,give notice of, or enforce mechanid s lien rights. Such information
shall include a correct statement of the record legal title to the property on which the Project is located,usually referred to
as the site, and the Owner's interest therein.
§2.2 Evidence of the Owner's Financial Arrangements
§2.2.1 Prior to commencement of the Work and upon written request by the Contractor,the Owner shall furnish to the
Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under
the Contract The Contractor shall have no obligation to commence the Work until the Owner provides such evidence. If
commencement of the Work is delayed under this Section 22.1,the Contract Time shall be extended appropriately.
§2.2.2 Following commencement of the Work and upon written request by the Contractor,the Owner shall fumish to the
Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under
the Contract only if(1)the Owner fails to make payments to the Contractor as the Contract Documents require; (2)the
Contractor identifies in writing a reasonable concem regarding the Owner's ability to make payment when due; or(3)a
change in the Work materially changes the Contract Sum. If the Owner fails to provide such evidence, as requued,within
fourteen days of the Contractor's request,the Contractor may immediately stop the Work and, in that event, shall notify the
Owner that the Work has stopped. However, if the request is made because a change in the Work materially changes the
Contract Sum under(3)above,the Contractor may immediately stop only thatportion of the Work affected by the change
until reasonable evidence is provided. If the Work is stopped under this Section 222,the Contract Time shall be extended
appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdowq
delay and start-up,plus interest as provided in the Contract Documents.
§2.2.3 After the Owner furnishes evidence of financial arrangements under this Section 22,the Owner shall not materially
vary such financial arrangements withoutprior notice to the Contractor.
§2.2.4 Where the Owner has designated information fumished under this Section 22 as"confidential,"the Contractor
shall keep the information confidential and shall not disclose it to any other person. However,the Contractor may
disclose"confidential"informatioq after seven(� days' notice to the Owner,where disclosure is required by law,
including a subpoena or other form of compulsory legal process issued by a court or governmental entity,or by court
or arbitrator(s) order. The Contractor may also disclose"confidential"information to its employees, consultants,
sureties, Subcontractors and their employees, Sub-subcontractors, and others who need to know the content of such
information solely and exclusively for the Project and who agree to maintain the confidentiality of such information.
§2.3 Information and Services Required of the Owner
§2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including
those requued under Section 3.7.1,the Owner shall secure and pay for necessary approvals, easements, assessments and
charges required for construction,use or occupancy of permanent structures or for permanent changes in existing
facilities.
AIA Document A201'"-2017.Copyright 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,197Q 1976,1987,1997,2007 and 2017 by The American
Institute of Architects.All rights reserved.WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 36
reproduction or distribution of this AIA�Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to ihe
maximum extent possible under the law.
exhibit B
§2.3.2 The Owner shall retain an architect lawfully licensed to practice architecture, or an entity lawfully practicing
architecture, in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the
Agreement and is referred to throughout the Contract Documents as if singular in number.
§2.3.3 If the employment of the Architect terminates,the Owner shall employ a successor to whom the Contractor has no
reasonable objection and whose status under the Contract Documents shall be that of the Architect.
§2.3.4 The Owner shall fumish surveys describing physical characteristics, legal limitations and utility locations for
the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of
information fumished by the Owner but shall exercise proper precautions relating to the safe performance of the
Work.
§2.3.5 The Owner shall fumish information or services required of the Owner by the Contract Documents with
reasonable promptness. The Owner shall also fumish any other information or services under the Owner's control and
relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written
request for such information or services.
§2.3.6 Unless otherwise provided in the Contract Documents,the Owner shall furnish to the Contractor one copy of
the Contract Documents for purposes of making reproductions pursuant to Section 1.52.
§2.4 Owner's Right to Stop the Work
If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as
required by Section 122 or repeatedly fails to carry out Work in accordance with the Contract Documents,the Owner
may issue a written order to the Contractor to stop the Work,or any portion thereof,until the cause for such order has
been eliminated;however,the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner
to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by
Section 6.13.
§2.5 Owner's Right to Carry Out the Work
If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a
ten-day period after receipt of notice from the Owner to commence and continue correction of such default or neglect
with diligence and promptness,the Owner may,withoutprejudice to other remedies the Owner may have, correct such
default or neglect. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of
the Architect and the Architect may, pursuant to Section 9.5.1,withhold or nullify a Certificate for Payment in whole or
in part,to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies,
including Owner's expenses and compensation for the ArchitecYs additional services made necessary by such default,
neglect, or failure. If current and future payments are not sufficientto cover such amounts, the Contractor shall pay the
difference to the Owner. If the Contractor disagrees with the actions of the Owner or the Architect, or the amounts
claimed as costs to the Owner,the Contractor may file a Claim pursuant to Article 15.
ARTICLE3 CONTRACTOR
§3.1 General
§3.L1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the
ContractDocuments as if singular in number. The Contractor shall be lawfully licensed, if required in the jurisdiction
where the Project is located. The Contractor shall designate in writing a representative who shall have express authority
to bind the Contractor with respect to all matters under this Contract The term "Contractor"means the Contractor or the
Contractor's authorized representative.
§3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents.
§3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract
Documents either by activities or duties of the Architect in the ArchitecYs administration of the Contract, or by tests,
inspections or approvals required or performed by persons or entities other than the Contractor.
§3.2 Review of ContractDocuments and Field Conditions by Contractor
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Institute of Architects.All rights reserved.WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 3]
reproduction or distribution of this AIA�Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to ihe
maximum extent possible under the law.
exhibit B
§3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site,become
generally familiar with local conditions under which the Work is to be performed, and correlated personal observations
with requirements of the Contract Documents.
§3.2.2 Because the Contract Documents are complementary,the Contractor shall,before starting each portion of the Work,
carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the
information fiunished by the Owner pursuant to Section 23.4, shall take field measurements of any existing conditions
related to that portion of the Work,and shall observe any conditions at the site affecting it. These obligations are for the
purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors,
omissions, or inconsistencies in the Contract Documents;however,the Contractor shall promptly report to the Architect
any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in
such form as the Architect may require. It is recognized that the Contractor's review is made in the Contractor's capacity as
a contractor and not as a licensed design professional,unless otherwise specifically provided in the Contract Documents.
§3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws,
statutes, ordinances, codes,rules and regulations, or lawful orders of public authorities,but the Contractor shall promptly
report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in
such form as the Architect may requue.
§3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the
Architect issues in response to the Conhactor's notices or requests for information pursuant to Sections 322 or 323,
the Contractor shall submit Claims as provided in Article 15. If the Contractor fails to perform the obligations of
Sections 322 or 323,the Conhactor shall pay such costs and damages to the Owner, subject to Section 15.1.7, as
would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations,
the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or
omissions in the Contract Documents, for differences between field measurements or conditions and the Contract
Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes,rules and
regulations, and lawful orders of public authorities.
§3.3 Supervision and Construction Procedures
§3.3.1 The Contractor shall supervise and direct the Work,using the Contractor's best skill and attention. The
Contractor shall be solely responsible for, and have control over, construction means,methods,techniques,
sequences, and procedures, and for coordinating all portions of the Work under the Contract.If the Contract
Documents give specific instructions concerning construction means,methods,techniques, sequences, or
procedures,the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite
safety of such means,methods,techniques, sequences, or procedures. If the Contractor determines that such
means,methods,techniques, sequences or procedures may not be safe,the Contractor shall give timely notice to
the Owner and Architect, and shall propose altemative means, methods,techniques, sequences, or procedures. The
Architect shall evaluate the proposed altemative solely for conformance with the design intent for the completed
construction. Unless the Architect objects to the Contractor's proposed altemative,the Contractor shall perform the
Workusing its altemative means,methods,techniques, sequences, or procedures.
§3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees,
Subcontractors and their agents and employees,and other persons or entities performing portions of the Work for, or on
behalf of,the Contractor or any of its Subcontractors.
§3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such
portions are in proper condition to receive subsequent Work.
§3.4 Labor and Materials
§3.4.1 Unless otherwise provided in the Contract Documents,the Contractor shall provide and pay for labor,materials,
equipment,tools, construction equipment and machinery,water,heat,utilities,transportation, and other facilities and
services necessary for proper execution and completion of the Work,whether temporary or permanent and whether or not
incorporated or to be incorporated in the Work.
AIA Document A201'"-2017.Copyright 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,197Q 1976,1987,1997,2007 and 2017 by The American
Institute of Architects.All rights reserved.WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 3$
reproduction or distribution of this AIA�Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to ihe
maximum extent possible under the law.
exhibit B
§3.4.2 Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8 or
ordered by the Architect in accordance with Section 7.4,the Contractor may make substitutions only with the consent of
the Owner, after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive.
§3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons
carrying out the Work The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks
assigned to them.
§3.5 WarranTy
§3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment fumished under the Contract
will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further
warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects,
except for those inherent in the quality of the Work the Contract Documents require or permit. Work,materials, or
equipment not conforming to these requirements may be considered defective. The Contractor's warranty excludes
remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or
insufficient maintenance, improper operation, or normal wear and tear and normal usage.If requued by the Architect,
the Contractor shall fumish satisfactory evidence as to the kind and quality of materials and equipment.
§3.5.2 All material, equipment, or other special warranties required by the Contract Documents shall be issued in
the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 9.8.4.
§3.6 Taxes
The Contractor shall pay sales, consumer,use and similar taxes for the Work provided by the Contractor that are legally
enacted when bids are received or negotiations concluded,whether or not yet effective or merely scheduled to go into
effect.
§3.7 Permits,Fees,Notices and Compliance with Laws
§3.Z1 Unless otherwise provided in the Contract Documents,the Contractor shall secure and pay for the building
permit as well as for other permits, fees, licenses, and inspections by govemment agencies necessary for proper
execution and completion of the Work that are customarily secured after execution of the Contract and legally
required at the time bids are received or negotiations concluded.
§3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances,
codes,rules and regulations, and lawful orders of public authorities applicable to performance of the Work.
§3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes,rules and
regulations, or lawful orders of public authorities,the Contractor shall assume appropriate responsibility for such Work and
shall bear the costs attributable to correction.
§3.7.4 Concealed or Unknown Conditions
If the Contractor encounters conditions at the site that are(1) subsurface or otherwise concealed physical conditions that
differ materially from those indicated in the Contract Documents or(2)unknown physical conditions of an unusual
nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction
activities of the character provided for in the Contract Documents,the Contractor shall promptly provide notice to the
Owner and the Architect before conditions are disturbed and in no event later than 14 days after first observance of the
conditions. The Architect will promptly investigate such conditions and, if the Architect determines that they differ
materially and cause an increase or decrease in the Contractor's cost of, or time requued for,performance of any part of
the Work,will recommend that an equitable adjustment be made in the Contract Sum or Contract Time, or both. If the
Architect determines that the conditions at the site are not materially different from those indicated in the Contract
Documents and that no change in the terms of the Contract is justified,the Architect shall promptly notify the Owner and
Contractor,stating the reasons.If either party disputes the ArchitecYs determination or recommendation,thatparty may
submit a Claim as provided in Article 15.
§3.7.5 If, in the course of the Work,the Contractor encounters human remains or recognizes the existence of burial
markers, archaeological sites or wetlands not indicated in the Contract Documents,the Contractor shall immediately
suspend any operations that would affect them and shall notify the Owner and Architect. Upon receipt of such notice,the
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Institute of Architects.All rights reserved.WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 39
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 ihe
maximum extent possible under the law.
exhibit B
Owner shall promptly take any action necessary to obtain govemmental authorization required to resume the operations.
The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with
all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and
Contract Time arising from the existence of such remains or features may be made as provided in Article 15.
§3.8 Allowances
§3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered
by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct,but the
Contractor shall notbe required to employ persons or entities to whom the Contractor has reasonable objection.
§3.8.2 Unless otherwise provided in the Conhact Documents,
.1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all
required taxes, less applicable trade discounts;
.2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead,profit,
and othereapenses contemplated for stated allowance amounts shall be included in the Contract
Sum but not in the allowances;and
.3 whenever costs are more than or less than allowances,the Contract Sum shall be adjusted accordingly by
Change Order. The amount of the Change Order shall reflect(1)the difference between actual costs and
the allowances under Section 3.82.1 and(2)changes in Contractor's costs under Section 3.822.
§3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness.
§3.9 Superintendent
§3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at
the Project site during performance of the Work The superintendent shall represent the Contractor,and communications
given to the superintendent shall be as binding as if given to the Contractor.
§3.9.2 The Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the
name and qualifications of a proposed superintendent. Within 14 days of receipt of the information,the Architect may
notify the Contractor, stating whether the Owner or the Architect(1)has reasonable objection to the proposed
superintendent or(2)requires additional time for review. Failure of the Architect to provide notice within the 14-day
period shall constitute notice of no reasonable objection.
§3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable
and timely objection. The Contractor shall not change the superintendent without the Owner's consent,which shall not
unreasonably be withheld or delayed.
§3.10 Contractor's Construction and Submittal Schedules
§3.10.1 The Contractor,promptly after being awarded the Contract, shall submit for the Owner's and ArchitecYs
information a Contractor's construction schedule for the Work The schedule shall contain detail appropriate for the
Project, including(1)the date of commencement of the Work,interim schedule milestone dates, and the date of
Substantial Completion; (2)an apportionment ofthe Workby construction activity; and(3)the time required for
completion of each portion of the Work The schedule shall provide for the orderly progression of the Work to
completion and shall not exceed time limits current under the Contract Documents. The schedule shall be revised at
appropriate intervals as required by the conditions of the Work and Project.
§3.10.2 The Conhactor,promptly after being awarded the Conhact and thereafter as necessary to maintain a current
submittal schedule, shall submit a submittal schedule for the ArchitecYs approval. The ArchitecYs approval shall not be
unreasonably delayed or withheld. The submittal schedule shall(1)be coordinated with the Contractor's construction
schedule, and(2)allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal
schedule, or fails to provide submittals in accordance with the approved submittal schedule,the Contractor shall not be
entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of
submittals.
§3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the
Owner and Architect.
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Institute of Architects.All rights reserved.WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized QQ
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 ihe
maximum extent possible under the law.
exhibit B
§3.11 Documents and Samples at the Site
The Contractor shall make available, atthe Project site,the ContractDocuments, including Change Orders,
Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes
and selections made during construction, and the approved Shop Drawings,Product Data, Samples, and similar required
submittals. These shall be in electronic form or paper copy, available to the Architect and Owner, and delivered to the
Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed.
§3.12 Shop Drawings,Product Data and Samples
§3.12.1 Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the
Contractor or a Subcontractor, Sub-subcontractor,manufacturer, supplier, or distributor to illustrate some portion of the
Work.
§3.12.2 Product Data are illustrations, standard schedules,performance charts, instructions,brochures,
diagrams, and other information fumished by the Contractor to illustrate materials or equipment for some
portion of the Work.
§3.12.3 Samples are physical examples that illustrate materials, equipment, or workmanship, and establish standards
by which the Work will be judged.
§3.12.4 Shop Drawings,Product Data, Samples, and similar submittals are not Contract Documents. Their purpose is to
demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the
Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the
Architect is subject to the limitations of Section 42.7. Informational submittals upon which the Architect is not expected
to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract
Documents may be retumed by the Architect without action.
§3.12.5 The Contractor shall review for compliance with the Contract Documents, approve, and submit to the Architect,
Shop Drawings,Product Data, Samples, and similar submittals required by the Contract Documents,in accordance with
the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule,with reasonable
promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of Separate
Contractors.
§3.12.6 By submitting Shop Drawings,Product Data, Samples, and similar submittals,the Contractor represents to the
Owner and Architect that the Contractor has(1)reviewed and approved them, (2)determined and verified materials, field
measurements and field construction criteria related thereto, or will do sq and(3) checked and coordinated the information
contained within such submittals with the requirements of the Work and of the Contract Documents.
§3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and
review of Shop Drawings,Product Data, Samples, or similar submittals, until the respective submittal has been approved
by the Architect.
§3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of
responsibility for deviations from the requirements of the Contract Documents by the ArchitecYs approval of Shop
Drawings,Product Data, Samples, or similar submittals,unless the Contractor has specifically notified the Architect of
such deviation at the time of submittal and(1)the Architect has given written approval to the specific deviation as a
minor change in the Work, or(2)a Change Order or Construction Change Directive has been issued authorizing the
deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings,Product Data,
Samples, or similar submittals,by the ArchitecY s approval thereof.
§3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings,Product Data,
Samples, or similar submittals,to revisions other than those requested by the Architect on previous submittals. In the
absence of such notice,the ArchitecYs approval of a resubmission shall not apply to such revisions.
§3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture
or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or
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unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for
construction means,methods,techniques, sequences, and procedures. The Contractor shall not be required to provide
professional services in violation of applicable law.
§3.12.10.1 If professional design services or certifications by a design professional related to systems,materials, or
equipment are specifically required of the Contractor by the Contract Documents,the Owner and the Architect will
specify all performance and design criteria that such services must satisfy. The Contractor shall be entitled to rely
upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents. The
Contractor shall cause such services or certifications to be provided by an appropriately licensed design
professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop
Drawings, and other submittals prepared by such professional. Shop Drawings, and other submittals related to the
Work, designed or certified by such professional, if prepared by others,shall bear such professionaPs written
approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy
and accuracy of the services, certifications, and approvals performed or provided by such design professionals,
provided the Owner and Architect have specified to the Contractor the performance and design criteria that such
services must satisfy. Pursuant to this Section 3.12.1 Q the Architect will review and approve or take other
appropriate action on submittals only for the limited purpose of checking for conformance with information given
and the design concept eapressed in the Contract Documents.
§3.12.10.2 If the Contract Documents require the Contractor's design professional to certify that the Work has been
performed in accordance with the design criteria,the Contractor shall fumish such certifications to the Architect at the time
and in the form specified by the Architect.
§3.13 Use of Site
The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances,
codes,rules and regulations, lawful orders of public authorities, and the Contract Documents and shall not
unreasonably encumber the site with materials or equipment.
§3.14 Cutting and Patching
§3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its
parts fit together properly. All areas requiring cutting fitting or patching shall be restored to the condition existing prior
to the cutting fitting or patching unless otherwise required by the Contract Documents.
§3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction
of the Owner or Separate Contractors by cutting patching or otherwise altering such constructioq or by excavation.
The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written
consent of the Owner and of the Separate Contractor. Consent shall not be unreasonably withheld. The Contractor shall
not unreasonably withhold, from the Owner or a Separate Contractor, its consent to cutting or otherwise altering the
Work.
§3.15 Cleaning Up
§ 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and
rubbish caused by operations under the Contract.At completion of the Work,the Contractor shall remove waste materials,
rubbish,the Contractor's tools, construction equipment,machinery, and surplus materials from and about the Project.
§3.15.2 If the Contractor fails to clean up as provided in the Contract Documents,the Owner may do so and the
Owner shall be entitled to reimbursement from the Contractor.
§3.16 Access to Work
The Contractor shall provide the Owner and Architect with access to the Work in preparation and progress wherever
located.
§3.17 Royalties,Patents and Copyrights
The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of
copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof,but shall
not be responsible for defense or loss when a particular desigq process, or product of a particular manufacturer or
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manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings,
Specifications, or other documents prepared by the Owner or Architect. However, if an infringement of a copyright or
patent is discovered by, or made known to,the Contractor,the Contractor shall be responsible for the loss unless the
information is promptly fumished to the Architect
§3.18 Indemnification
§3.18.1 To the fullest extent permitted by law,the Contractor shall indemnify and hold harmless the Owner,Architect,
ArchitecYs consultants, and agents and employees of any of them from and against claims, damages, losses, and
expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work,provided
that such claim, damage, loss, orexpense is attributable to bodily injury, sickness, disease or death, or to injury to or
destruction of tangible property(other than the Work itsel�,but only to the extent caused by the negligent acts or
omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts
they may be liable,regardless of whether or not such claim, damage, loss, or e�pense is caused in part by a party
indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of
indemnity that would otherwise exist as to a party or person described in this Section 3.18.
§3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a
Subcontractor,anyone directly or indirectly employed by them, or anyone for whose acts they may be liable,the
indemnification obligation under Section 3.18.1 shall notbe limited by a limitation on amount or type of damages,
compensation, or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability
benefit acts, or other employee benefit acts.
ARTICLE 4 ARCHITECT
§4.1 General
§4.L1 The Architect is the person or entity retained by the Owner pursuant to Section 232 and identified as such in the
Agreement.
§4.1.2 Duties,responsibilities, and limitations of authority of the Architect as set forth in the Contract Documents shall
not be restricted,modified, or extended without written consent of the Owner, Contractor,and Architect Consent shall not
be unreasonably withheld.
§4.2 Administration of the Contract
§4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an
Owner's representative during construction until the date the Architect issues the final Certificate for Payment. The
Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents.
§4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the
Owner,to become generally familiar with the progress and quality of the portion of the Work completed, and to determine
in general if the Work observed is being performed in a manner indicating that the Work,when fully completed,will be in
accordance with the Contract Documents. However,the Architect will not be required to make e�austive or continuous
on-site inspections to check the quality or quantity of the Work The Architect will not have control over, charge of, or
responsibility for the construction means, methods,techniques, sequences or procedures,or for the safety precautions and
programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract
Documents.
§4.2.3 On the basis of the site visits,the Architect will keep the Owner reasonably informed about the progress and
quality of the portion of the Work completed, and promptly report to the Owner(1)known deviations from the Contract
Documents, (2)known deviations from the most recent construction schedule submitted by the Contractor, and(3)
defects and deficiencies observed in the Work The Architect will not be responsible for the Contractor's failure to
perform the Workin accordance with the requirements of the ContractDocuments. The Architect will nothave control
over or charge of, and will not be responsible for acts or omissions of,the Contractor, Subcontractors, or their agents or
employees, or any other persons or entities performing portions of the Work.
§4.2.4 Communications
The Owner and Contractor shall include the Architect in all communications thatrelate to or affectthe ArchitecYs
services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct
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communications between the Owner and the Contractor otherwise relating to the Project Communications by and with
the ArchitecYs consultants shall be through the Architect Communications by and with Subcontractors and suppliers
shall be through the Contractor. Communications by and with Separate Contractors shall be through the Owner. The
ContractDocuments may specify other communication protocols.
§4.2.5 Based on the ArchitecYs evaluations of the Contractor's Applications for Payment,the Architect will review
and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts.
§4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the
Architect considers it necessary or advisable,the Architect will have authority to require inspection or testing of the Work
in accordance with Sections 13.42 and 13.43,whether or not the Work is fabricated, installed or completed. However,
neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority
shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, suppliers,their agents or
employees, or other persons or entities performing portions of the Work.
§4.2.7 The Architect will review and approve, or take other appropriate action upon,the Contractor's submittals such
as Shop Drawings,Product Data, and Samples,but only for the limited purpose of checking for conformance with
information given and the design concept expressed in the Contract Documents. The ArchitecYs action will be taken in
accordance with the submittal schedule approved by the Architect or,in the absence of an approved submittal schedule,
with reasonable promptness while allowing sufficient time in the ArchitecYs professional judgment to permit adequate
review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of
other details such as dimensions and quantities,or for substantiating instructions for installation or performance of
equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents.
The ArchitecY s review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections
33,3.5,and 3.12. The ArchitecYs review shall not constitute approval of safety precautions or of any construction
means,methods,techniques, sequences,or procedures. The ArchitecYs approval of a specific item shall not indicate
approval of an assembly of which the item is a component.
§4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may order minor changes in
the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations
regarding concealed and unknown conditions as provided in Section 3.7.4.
§4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of
final completion;issue Certificates of Substantial Completion pursuant to Section 9.8;receive and forward to the Owner,
for the Owner's review and records,written warranties and related documents required by the Contract and assembled by
the Contractor pursuant to Section 9.10;and issue a final Certificate for Payment pursuant to Section 9.10.
§4.2.10 If the Owner and Architect agree,the Architect will provide one or more Project representatives to assist in
carrying out the ArchitecYs responsibilities at the site. The Owner shall notify the Contractor of any change in the
duties,responsibilities and limitations of authority of the Project representatives.
§4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of,the Contract
Documents on written request of either the Owner or Contractor. The ArchitecYs response to such requests will be made
in writing within any time limits agreed upon or otherwise with reasonable promptness.
§4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from,
the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and
decisions,the Architect will endeavor to secure faithful performance by both Owner and Contractor,will not show
partiality to either,and will not be liable for results of interpretations or decisions rendered in good faith.
§4.2.13 The ArchitecYs decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed
in the Contract Documents.
§4.2.14 The Architect will review and respond to requests for information about the Contract Documents. The ArchitecYs
response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable
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promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to
the requests forinformation.
ARTICLES SUBCONTRACTORS
§5.1 Definitions
§S.Ll A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work
at the site. The term "Subcontractor"is referred to throughout the Contract Documents as if singular in number and means
a Subcontractor or an authorized representative of the Subcontractor.The term"Subcontractor"does not include a Separate
Contractor or the subcontractors of a Separate Contractor.
§5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a
portion of the Work at the site. The term "Sub-subcontractor"is referred to throughout the Contract Documents as if
singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor.
§5.2 Award of Subcontracts and Other Contracts for Portions of the Work
§5.2.1 Unless otherwise stated in the Contract Documents,the Contractor, as soon as practicable after award of the
Contract, shall notify the Owner and Architect of the persons or entities proposed for each principal portion of the Work,
including those who are to furnish materials or equipment fabricated to a special design. Within 14 days of receipt of the
information,the Architect may notify the Contractor whether the Owner or the Architect(1)has reasonable objection to
any such proposed person or entity or(2)requires additional time for review. Failure of the Architect to provide notice
within the 14-day period shall constitute notice of no reasonable objection.
§5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made
reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor
has made reasonable objection.
§5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor,the
Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but
rejected Subcontractor was reasonably capable of performing the Work,the Contract Sum and Contract Time shall be
increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be
issued before commencement of the substitute Subcontractor's Work However,no increase in the Contract Sum or
Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in
submitting names as required.
§5.2.4 The Contractor shall not substitute a Subcontractor,person, or entity for one previously selected if the Owner or
Architect makes reasonable objection to such substitution.
§5.3 Subcontractual Relations
By appropriate written agreement,the Contractor shall require each Subcontractor,to the extent of the Work to be
performed by the Subcontractor,to be bound to the Contractor by terms of the Contract Documents, and to assume
toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the
Subcontractor's Work that the Contractor,by these Contract Documents, assumes toward the Owner and Architect.
Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract
Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not
prejudice such rights, and shall allow to the Subcontractor,unless specifically provided otherwise in the subcontract
agreement,the benefit of all rights,remedies, and redress against the Contractor that the Contractor,by the Contract
Documents,has againstthe Owner. Where appropriate,the Contractor shall require each Subcontractor to enter into
similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor,
prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor
will be bound, and,upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of
the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will
similarly make copies of applicable portions of such documents available to theu respective proposed Sub-
subcontractors.
§5.4 Contingent Assignment of Subcontracts
§5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner,provided that
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.1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section
142 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor
and Contractor;and
.2 assignment is subject to the prior rights of the surety,if any, obligated under bond relating to the Contract.
When the Owner accepts the assignment of a subcontract agreement,the Owner assumes the Contractor's rights and
obligations under the subcontract.
§5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days,the Subcontractor's compensation
shall be equitably adjusted for increases in cost resulting from the suspension.
§5.4.3 Upon assignment to the Owner under this Section 5.4,the Owner may fiuther assign the subcontract to a
successor contractor or other entity. If the Owner assigns the subcontract to a successor contractor or other entity,the
Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the
subcontract.
ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
§6.1 Owner's Right to Perform Construction and to Award Separate Contracts
§6.L1 The term "Separate Contractor(s)"shall mean other contractors retained by the Owner under separate
agreements. The Owner reserves the right to perform construction or operations related to the Project with the Owner's
own forces, and with Separate Contractors retained under Conditions of the Contract substantially similar to those of
this Contract, including those provisions of the Conditions of the Contract related to insurance and waiver of
subrogation.
§6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on
the site,the term "Contractor"in the Contract Documents in each case shall mean the Contractor who executes each
separate Owner-Conhactor Agreement
§6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each Separate
Contractor with the Work of the Contractor,who shall cooperate with them. The Contractor shall participate with any
Separate Contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions
to its construction schedule deemed necessary after a jointreview and mutual agreement. The construction schedules
shall then constitute the schedules to be used by the Contractor, Separate Contractors, and the Owner until subsequently
revised.
§6.1.4 Unless otherwise provided in the Conhact Documents,when the Owner performs construction or operations
related to the Project with the Owner's own forces or with Separate Contractors,the Owner or its Separate
Contractors shall have the same obligations and rights that the Contractor has under the Conditions of the Contract,
including without excluding others,those stated in Article 3,this Article 6, and Articles 1Q 11, and 12.
§6.2 Mutual Responsibility
§6.2.1 The Contractor shall afford the Owner and Separate Contractors reasonable opportunity for introduction and storage
of theu materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's
construction and operations with theirs as required by the ContractDocuments.
§6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the
Owner or a Separate Contractor,the Contractor shall,prior to proceeding with that portion of the Work,promptly notify the
Architect of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor that
would render it unsuitable for proper execution and results of the Contractor's Work Failure of the Contractor to notify the
Architect of apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that
the Owner's or Separate Contractor's completed or partially completed construction is fit and proper to receive the
Contractor's Work The Contractor shall not be responsible for discrepancies or defects in the construction or operations by
the Owner or Separate Contractor that are not apparent
§6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a Separate Contractor
because of the Contractor's delays, improperly timed activities or defective construction. The Owner shall be
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responsible to the Contractor for costs the Contractor incurs because of a Separate Contractor's delays, improperly
timed activities, damage to the Work or defective construction.
§6.2.4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes to completed or
partially completed construction or to property of the Owner or Separate Conhactor as provided in Section 102.5.
§6.2.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching as are
described for the Contractor in Section 3.14.
§6.3 Owner's Right to Clean Up
If a dispute arises among the Contractor, Separate Contractors, and the Owner as to the responsibility under their
respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish,the Owner
may clean up and the Architect will allocate the cost among those responsible.
ARTICLE 7 CIiANGES IN THE WORK
§Zl General
§ZLl Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract,
by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated
in this Article 7 and elsewhere in the Contract Documents.
§Z1.2 A Change Order shall be based upon agreement among the Owner,Contractor,andArchitect.A Construction Change
Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor.An order for
a minor change in the Work may be issued by the Architect alone.
§Z1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents. The Contractor
shall proceed promptly with changes in the Work,unless otherwise provided in the Change Order, Construction Change
Directive, or order for a minor change in the Work.
§7.2 Change Orders
§7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor,and
Architect stating their agreementupon all of the following:
.1 The change in the Work;
.2 The amount of the adjushnent, if any,in the Contract Sum; and
3 The extent of the adjustment, if any,in the Contract Time.
§7.3 Construction Change Directives
§7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and
Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time,
or both. The Owner may by Construction Change Directive,without invalidating the Contract, order changes in the Work
within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and
Contract Time being adjusted accordingly.
§7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order.
§7.3.3 If the Construction Change Directive provides for an adjustmentto the Contract Sum,the adjushnent shall be
based on one of the following methods:
.1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit
evaluation;
.2 Unit prices stated in the Contract Documents or subsequently agreed upon;
.3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage
fee;or
.4 As provided in Section 73.4.
§7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum,the
Architect shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the
Work attributable to the change, including in case of an increase in the Contract Sum, an amount for overhead and profit
as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount.In such case, and
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exhibit B
also under Section 7333,the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized
accounting together with appropriate supporting data. Unless otherwise provided in the ContractDocuments, costs for the
purposes of this Section 73.4 shall be limited to the following:
.1 Costs of labor, including applicable payroll taxes, fringe benefits required by agreement or custom,
workers'compensation insurance, and other employee costs approved by the Architect;
.2 Costs of materials, supplies, and equipment, including cost of transportatioq whether incorporated or
consumed;
3 Rental costs of machinery and equipment, exclusive of hand tools,whether rented from the Contractor or
others;
A Costs of premiums for all bonds and insurance,permit fees, and sales,use, or similar taxes,directly related to
the change;and
.5 Costs of supervision and field office personnel duectly attributable to the change.
§7.3.5 If the Contractor disagrees with the adjustment in the Contract Time,the Contractor may make a Claim in
accordance with applicable provisions of Article 15.
§7.3.6 Upon receipt of a Construction Change Directive,the Contractor shall promptly proceed with the change in the
Work involved and advise the Architect of the Contractor's agreement or disagreement with the method,if any,provided in
the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time.
§7.3.7 A Construction Change Directive signed by the Conhactor indicates the Conhactor's agreement therewith,
including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be
effective immediately and shall be recorded as a Change Order.
§7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net
decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits
covering related Work or substitutions are involved in a change,the allowance for overhead and profit shall be figured
on the basis of net increase, if any,with respect to that change.
§7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner,the Contractor may
request payment for Work completed under the Construction Change Directive in Applications for Paym ent. The
Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify
for payment the amount that the Architect determines, in the ArchitecYs professional judgment,to be reasonably justified.
The ArchitecY s interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject
to the right of either party to disagree and assert a Claim in accordance with Article 15.
§7.3.10 When the Owner and Contractor agree with a determination made by the Architect conceming the adjustments in
the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be
effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a
Construction Change Directive.
§7.4 Minor Changes in the Work
The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do
not involve an adjushnent in the Contract Sum or an extension of the Contract Time. The ArchitecYs order for minor
changes shall be in writing. If the Contractor believes that the proposed minor change in the Work will affect the Contract
Sum or Contract Time,the Contractor shall notify the Architect and shall not proceed to implement the change in the
Work If the Contractor performs the Work set forth in the ArchitecYs order for a minor change without prior notice to the
Architect that such change will affect the Contract Sum or Contract Time,the Contractor waives any adjustment to the
Contract Sum or extension of the Conhact Time.
ARTICLE 8 TIME
§8.1 Definitions
§8.L1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the
ContractDocuments for Substantial Completion of the Work.
§8.1.2 The date of commencement of the Work is the date established in the Agreement.
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exhibit B
§8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8.
§8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined.
§8.2 Progress and Completion
§8.2.1 Time limits stated in the ContractDocuments are of the essence of the Contract By executing the Agreement,the
Contractor confums thatthe Contract Time is a reasonable period for performing the Work.
§8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing commence the
Work prior to the effective date of insurance requued to be fumished by the Contractor and Owner.
§8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within
the ContractTime.
§8.3 Delays and Extensions of Time
§8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by(1) an act or neglect
of the Owner or Architect, of an employee of either, or of a Separate Contractor, (2)by changes ordered in the Work;
(3)by labor disputes, fue,unusual delay in deliveries,unavoidable casualties,adverse weather conditions documented
in accordance with Section 15.1.62, or other causes beyond the Contractor's control;(4)by delay authorized by the
Owner pending mediation and binding dispute resolution; or(5)by other causes that the Contractor asserts, and the
Architect determines,justify delay,then the Contract Time shall be extended for such reasonable time as the Architect
may determine.
§8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15.
§8.3.3 This Section 83 does not preclude recovery of damages for delay by either party under other provisions of
the ContractDocuments.
ARTICLE 9 PAYMENTS AND COMPLETION
§9.1 Contract Sum
§9.L1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable
by the Owner to the Contractor for performance of the Work under the Contract Documents.
§9.1.2 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally
contemplated are materially changed so that application of such unit prices to the actual quantities causes substantial
inequity to the Owner or Contractor,the applicable unit prices shall be equitably adjusted.
§9.2 Schedule of Values
Where the Contract is based on a stipulated sum or Guaranteed Maximum Price,the Contractor shall submit a
schedule of values to the Architect before the first Application for Payment, allocating the entire Contract Sum to the
various portions of the Work The schedule of values shall be prepared in the form, and supported by the data to
substantiate its accuracy,required by the Architect. This schedule,unless objected to by the Architect, shall be used as
a basis for reviewing the Contractor's Applications for Payment. Any changes to the schedule of values shall be
submitted to the Architect and supported by such data to substantiate its accuracy as the Architect may require, and
unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's subsequent Applications for
Payment.
§9.3 Applications for Payment
§9.3.1 At least ten days before the date established for each progress payment,the Contractor shall submit to the
Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under
Section 92, for completed portions of the Work The application shall be notarized,if required, and supported by all data
substantiating the Contractor's right to payment that the Owner or Architect require, such as copies of requisitions, and
releases and waivers of liens from Subcontractors and suppliers, and shall reflect retainage if provided for in the Contract
Documents.
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exhibit B
§9.3.L1 As provided in Section 73.9, such applications may include requests for payment on account of changes in the
Work that have been properly authorized by Construction Change Directives, or by interim determinations of the
Architect,but not yet included in Change Orders.
§9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the
Contractor does not intend to pay a Subcontractor or supplier,unless such Work has been performed by others whom the
Contractor intends to pay.
§9.3.2 Unless otherwise provided in the Contract Documents,payments shall be made on account of materials and
equipment delivered and suitably stored at the site for subsequent incorporation in the Work If approved in advance by
the Owner,payment may similarly be made for materials and equipment suitably stored off the site at a location agreed
upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by
the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment
or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage, and transportation
to the site, for such materials and equipment stored off the site.
§9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the
Owner no later than the time of payment The Contractor further warrants that upon submittal of an Application for
Payment all Work for which Certificates for Payment have been previously issued and payments received from the
Owner shall,to the best of the Contractor's knowledge, information, and belief,be free and clear of liens, claims,
security interests, or encumbrances, in favor of the Contractor, Subcontractors, suppliers, or other persons or
entities that provided labor,materials, and equipment relating to the Work.
§9.4 Certificates for Payment
§9.4.1 The Architect will,within seven days after receipt of the Contractor's Application for Payment,either(1)issue to
the Owner a Certificate for Payment in the full amount of the Application for Payment,with a copy to the Contractor;or
(2)issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due, and notify
the Contractor and Owner of the ArchitecYs reasons for withholding certification in part as provided in Section 9.5.1; or
(3)withhold certification of the entire Application for Payment, and notify the Contractor and Owner of the ArchitecYs
reason for withholding certification in whole as provided in Section 9.5.1.
§9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner,based
on the ArchitecYs evaluation of the Work and the data in the Application for Payment,that,to the best of the
ArchitecYs knowledge, informatioq and belief,the Work has progressed to the point indicated,the quality of the Work
is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount certified.
The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents
upon Substantial Completioq to results of subsequent tests and inspections,to correction of minor deviations from the
ContractDocuments prior to completion, and to specific qualifications expressed by the Architect. However,the
issuance of a Certificate for Payment will not be a representation that the Architect has(1)made e�austive or
continuous on-site inspections to check the quality or quantity of the Work; (2)reviewed construction means,methods,
techniques, sequences, or procedures;(3)reviewed copies of requisitions received from Subcontractors and suppliers
and other data requested by the Owner to substantiate the Contractor's right to payment;or(4)made examination to
ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum.
§9.5 Decisions to Withhold Certification
§9.5.1 The Architect may withhold a Certificate for Payment in whole or in part,to the extent reasonably necessary to
protect the Owner, if in the ArchitecYs opinion the representations to the Owner required by Section 9.42 cannot be
made. If the Architect is unable to certify payment in the amount of the Applicatioq the Architect will notify the
Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount,the
Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such
representations to the Owner. The Architect may also withhold a Certificate for Payment or,because of subsequently
discovered evidence,may nullify the whole or a part of a Certificate for Payment previously issued,to such extent as may
be necessary in the ArchitecY s opinion to protect the Owner from loss for which the Contractor is responsible, including
loss resulting from acts and omissions described in Section 332,because of
.1 defective Worknotremedied;
.2 third party claims filed or reasonable evidence indicating probable filing of such claims,unless security
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exhibit B
acceptable to the Owner is provided by the Contractor;
3 failure of the Contractor to make payments properly to Subcontractors or suppliers for labor,materials or
equipment;
.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;
.5 damage to the Owner or a Separate Contractor;
.6 reasonable evidence thatthe Workwill not be completed within the Contract Time, and thatthe unpaid
balance would notbe adequate to cover actual or liquidated damages for the anticipated delay; or
9 repeated failure to carry out the Work in accordance with the Contract Documents.
§9.5.2 When either party disputes the ArchitecYs decision regarding a Certificate for Payment under Section 9.5.1, in
whole or in part,that party may submit a Claim in accordance with Article 15.
§9.5.3 When the reasons for withholding certification are removed, certification will be made for amounts previously
withheld.
§9.5.4 If the Architect withholds certification for payment under Section 9.5.13,the Owner may,at its sole option, issue
joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for
Workproperly performed or material or equipment suitably delivered. If the Owner makes payments byjoint check,the
Owner shall notify the Architect and the Contractor shall reflect such payment on its next Application for Payment.
§9.6 Progress Payments
§9.6.1 After the Architect has issued a Certificate for Payment,the Owner shall make payment in the manner and within
the time provided in the Contract Documents, and shall so notify the Architect.
§9.6.2 The Contractor shall pay each Subcontractor,no later than seven days after receipt of payment from the
Owner,the amount to which the Subcontractor is entitled,reflecting percentages actually retained from payments to
the Contractor on account of the Subcontractor's portion of the Work The Contractor shall,by appropriate agreement
with each Subcontractor,require each Subcontractor to make payments to Sub-subcontractors in a similar manner.
§ 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of
completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of
portions of the Workdone by such Subcontractor.
§9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid
Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work If the Contractor fails
to furnish such evidence within seven days,the Owner shall have the right to contact Subcontractors and suppliers to
ascertain whether they have been properly paid.Neither the Owner nor Architect shall have an obligation to pay, or to see
to the payment of money to, a Subcontractor or supplier, except as may otherwise be required by law.
§9.6.5 The Contractor's payments to suppliers shall be treated in a manner similar to that provided in Sections 9.62, 9.63
and 9.6.4.
§9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Projectby the Owner
shall not constitute acceptance of Work not in accordance with the Contract Documents.
§9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum,
payments received by the Contractor for Work properly performed by Subcontractors or provided by suppliers shall be
held by the Contractor for those Subcontractors or suppliers who performed Work or fiunished materials, or both,
under contract with the Contractor for which payment was made by the Owner.Nothing contained herein shall require
money to be placed in a separate account and not commingled with money of the Contractor, create any fiduciary
liability or tort liability on the part of the Contractor for breach of trust, or entitle any person or entity to an award of
punitive damages against the Contractor for breach of the requirements of this provision.
§9.6.8 Provided the Owner has fulfilled its payment obligations under the Contract Documents,the Contractor shall
defend and indemnify the Owner from all loss, liability, damage or e�pense, including reasonable attomey's fees and
litigation expenses, arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any
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exhibit B
tier.Upon receipt of notice of a lien claim or other claim for payment,the Owner shall notify the Contractor. If
approved by the applicable court,when required,the Contractor may substitute a surety bond for the property against
which the lien or other claim for payment has been asserted.
§9.7 Failure of Payment
If the Architect does not issue a Certificate for Payment,through no fault of the Contractor,within seven days after receipt
of the Contractor's Application for Payment,or if the Owner does not pay the Contractor within seven days after the date
established in the Contract Documents,the amount certified by the Architect or awarded by binding dispute resolution,
then the Contractor may,upon seven additional days' notice to the Owner and Architect, stop the Work until payment of
the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be
increased by the amount of the Contractor's reasonable costs of shutdown,delay and start-up,plus interest as provided for
in the Contract Documents.
§9.8 Substantial Completion
§9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof
is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work
for its intended use.
§9.8.2 When the Conhactor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is
substantially complete,the Contractor shall prepare and submit to the Architect a comprehensive list of items to be
completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the
Contractor to complete all Work in accordance with the Contract Documents.
§9.8.3 Upon receipt of the Contractor's list,the Architect will make an inspection to determine whether the Work or
designated portion thereof is substantially complete. If the ArchitecYs inspection discloses any item,whether or not
included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that
the Owner can occupy or utilize the Work or designated portion thereof for its intended use,the Contractor shall,before
issuance of the Certificate of Substantial Completioq complete or correct such item upon notification by the Architect.
In such case,the Contractor shall then submit a request for another inspection by the Architect to determine Substantial
Completion.
§9.8.4 When the Work or designated portion thereof is substantially complete,the Architect will prepare a Certificate of
Substantial Completion that shall establish the date of Substantial Completion;establish responsibilities of the Owner and
Contractor for security, maintenance,heat,utilities, damage to the Work and insurance; and fix the time within which the
Contractor shall finish all items on the list accompanying the Certificate.Warranties required by the Contract Documents
shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided
in the Certificate of Substantial Completion.
§9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written
acceptance of responsibilities assigned to them in the Certificate. Upon such acceptance, and consent of surety if any,the
Owner shall make payment of retainage applying to the Work or designated portion thereof Such payment shall be
adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents.
§9.9 Partial Occupancy or Use
§9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when
such portion is designated by separate agreement with the Contractor,provided such occupancy or use is consented to
by the insurer and authorized by public authorities having jurisdiction over the Project Such partial occupancy or use
may commence whether or not the portion is substantially complete,provided the Owner and Contractor have accepted
in writing the responsibilities assigned to each of them for payments,retainage, if any, security,maintenance,heat,
utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the
Work and commencement of warranties requued by the Contract Documents. When the Contractor considers a portion
substantially complete,the Contractor shall prepare and submit a list to the Architect as provided under Section 9.82.
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.
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exhibit B
§9.9.2 Immediately prior to such partial occupancy or use,the Owner, Contractor, and Architect shall jointly inspect the
area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work.
§9.9.3 Unless otherwise agreed upon,partial occupancy or use of a portion or portions of the Work shall not constitute
acceptance of Work not complying with the requirements of the Contract Documents.
§9.10 Final Completion and Final Payment
§9.10.1 Upon receipt of the Contractor's notice that the Work is ready for final inspection and acceptance and upon
receipt of a final Application for Payment,the Architect will promptly make such inspection. When the Architect finds
the Work acceptable under the Contract Documents and the Contract fully performed,the Architect will promptly issue
a final Certificate for Payment stating that to the best of the ArchitecYs knowledge, information and belief, and on the
basis of the ArchitecYs on-site visits and inspections,the Work has been completed in accordance with the Contract
Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and
payable. The ArchitecYs final Certificate for Payment will constitute a further representation that conditions listed in
Section 9.102 as precedent to the Contractor's being entitled to final payment have been fulfilled.
§9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the
Architect
(1) an affidavit that payrolls,bills for materials and equipment, and other indebtedness connected with the Work for
which the Owner or the Owner's property might be responsible or encumbered(less amounts withheld by Owner)have
been paid or otherwise satisfied, a certificate evidencing that insurance requued by the Contract Documents to remain in
force after final payment is currently in effect, (3)a written statement that the Contractor knows of no reason that the
insurance will not be renewable to cover the period required by the Contract Documents, (4)consent of surety,if any,to
final payment, (5) documentation of any special warranties, such as manufacturers' warranties or specific Subcontractor
warranties, and(� if required by the Owner, other data establishing payment or satisfaction of obligations, such as
receipts and releases and waivers of liens, claims, security interests, or encumbrances arising out of the Contract,to the
extent and in such form as may be designated by the Owner.If a Subcontractor refuses to furnish a release or waiver
required by the Owner,the Contractor may fumish a bond satisfactory to the Owner to indemnify the Owner against
such lieq claim, security interest, or encumbrance. If a lien, claim, security interest,or encumbrance remains unsatisfied
after payments are made,the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in
discharging the lien,claim, security interest, or encumbrance, including all costs and reasonable attomeys'fees.
§9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of
the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms,the Owner
shall,upon application by the Contractor and certification by the Architect, and without terminating the Contract,make
payment of the balance due for that portion of the Work fully completed, corrected, and accepted. If the remaining
balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if
bonds have been fiunished,the written consent of the surety to payment of the balance due for that portion of the Work
fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment.
Such payment shall be made under terms and conditions goveming final payment, except that it shall not constitute a
waiver of Claims.
§9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from
.1 liens, Claims, security interests, or encumbrances arising out of the Contract and unsettled;
.2 failure of the Work to comply with the requirements of the Contract Documents;
3 terms of special warranties required by the ContractDocuments;or
.4 audits performed by the Owner, if permitted by the Contract Documents, after final payment.
§9.10.5 Acceptance of final payment by the Contractor, a Subcontractor, or a supplier,shall constitute a waiver of claims
by that payee except those previously made in writing and identified by that payee as unsettled at the time of final
Application for Payment.
ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY
§ 10.1 Safety Precautions and Programs
The Contractor shall be responsible for initiating maintaining, and supervising all safety precautions and programs in
connection with the performance of the Contract.
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exhibit B
§ 10.2 SafeTy of Persons and Property
§ 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to
prevent damage, injury, or loss to
.1 employees on the Work and other persons who may be affected thereby;
2 the Work and materials and equipment to be incorporated thereiq whether in storage on or off the site,under
care, custody, or control of the Contractor, a Subcontractor, or a Sub-subcontractor; and
3 other property at the site or adjacent thereto, such as trees, shrubs, lawns,walks, pavements,
roadways, structures, and utilities not designated for removal,relocation, or replacement in the
course of construction.
§ 10.2.2 The Contractor shall comply with, and give notices required by applicable laws, statutes, ordinances, codes,rules
and regulations, and lawful orders of public authorities,bearing on safety of persons or property or theu protection from
damage, injury, or loss.
§ 10.2.3 The Contractor shall implement, erect, and maintain, as required by existing conditions and performance of
the Contract, reasonable safeguards for safety and protectioq including posting danger signs and other warnings
against hazards;promulgating safety regulations; and notifying the owners and users of adjacent sites and utilities of
the safeguards.
§ 10.2.4 When use or storage of e�plosives or other hazardous materials or equipment, or unusual methods are necessary
for execution of the Work,the Contractor shall exercise uhnost care and carry on such activities under supervision of
properly qualified personnel.
§ 10.2.5 The Contractor shall promptly remedy damage and loss(other than damage or loss insured under property
insurance required by the Contract Documents)to property referred to in Sections 102.12 and 102.13 caused in whole
or in part by the Contractor, a Subcontractor,a Sub-subcontractor, or anyone directly or induectly employed by any of
them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 102.12
and 102.13. The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or
loss is attributable to acts or omissions of the Owner or Architect or anyone duectly or indirectly employed by either of
them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the
Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section
3.18.
§ 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall
be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the
Contractor in writing to the Owner and Architect.
§ 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or
create an unsafe condition.
§ 10.2.8 Injury or Damage to Person or Property
If either party suffers injury or damage to person or property because of an act or omission of the other party,or of others
for whose acts such party is legally responsible,notice of the injury or damage,whether or not insured, shall be given to
the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to
enable the other party to investigate the matter.
§ 10.3 Hazardous Materials and Substances
§ 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Docum ents
regarding hazardous materials or substances. If the Contractor encounters a hazardous material or substance not
addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily
injury or death to persons resulting from a material or substance,including but not limited to asbestos or polychlorinated
biphenyl(PCB), encountered on the site by the Contractor,the Contractor shall,upon recognizing the conditioq
immediately stop Work in the affected area and notify the Owner and Architect of the condition.
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exhibit B
§ 10.3.2 Upon receipt of the Contractor's notice,the Owner shall obtain the services of a licensed laboratory to verify
the presence or absence of the material or substance reported by the Contractor and, in the event such material or
substance is found to be present,to cause it to be rendered harmless. Unless otherwise required by the Contract
Documents,the Owner shall fumish in writing to the Contractor and Architect the names and qualifications of persons
or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform
the task of removal or safe containment of the material or substance. The Contractor and the Architect will promptly
reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed
by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner,the
Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the
material or substance has been rendered harmless,Work in the affected area shall resume upon written agreement of the
Owner and Contractor. By Change Order,the Contract Time shall be extended appropriately and the Contract Sum
shall be increased by the amount of the Contractor's reasonable additional costs of shutdown, delay, and start-up.
§ 10.3.3 To the fullest extent permitted by law,the Owner shall indemnify and hold harmless the Contractor,
Subcontractors, Architect,ArchitecYs consultants, and agents and employees of any of them from and against claims,
damages, losses, and expenses, including butnot limited to attorneys' fees, arising out of or resulting from performance of
the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in
Section 103.1 and has not been rendered harmless,provided that such claim, damage, loss, or e�pense is attributable to
bodily injury, sickness, disease or death, or to injury to or destruction of tangible property(other than the Work itsel�,
except to the extent that such damage, loss, or expense is due to the fault or negligence of the party seeking indemnity.
§ 10.3.4 The Owner shall not be responsible under this Section 103 for hazardous materials or substances the
Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner
shall be responsible for hazardous materials or substances required by the Contract Documents, except to the extent of
the Contractor's fault or negligence in the use and handling of such materials or substances.
§ 10.3.5 The Contractor shall reimburse the Owner for the cost and eapense the Owner incurs(1)for remediation
of hazardous materials or substances the Contractor brings to the site and negligently handles, or(2)where the
Contractor fails to perform its obligations under Section 103.1, except to the extent that the cost and expense are
due to the Owner's fault or negligence.
§ 10.3.6If,without negligence on the part of the Contractor,the Contractor is held liable by a govemment agency for the
cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract
Documents,the Owner shall reimburse the Contractor for all cost and expense thereby incurred.
§ 10.4 Emergencies
In an emergency affecting safety of persons or property,the Contractor shall act, at the Contractor's discretion,to prevent
threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Contractor on account of
an emergency shall be determined as provided in Article 15 and Article 7.
ARTICLE 11 INSiJRANCE AND BONDS
§ 1L1 Contractor's Insurance and Bonds
§ 1LL1 The Contractor shall purchase and maintain insurance of the types and limits of liability, containing the
endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract
Documents. The Contractor shall purchase and maintain the required insurance from an insurance company or
insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The
Owner, Architect, and ArchitecYs consultants shall be named as additional insureds under the Contractor's
commercial general liability policy or as otherwise described in the Contract Documents.
§ 1L1.2 The Contractor shall provide surety bonds of the types, for such penal sums, and subject to such terms and
conditions as required by the Contract Documents. The Contractor shall purchase and maintain the required bonds from a
company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located.
§ 1L1.3 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of
obligations arising under the Contract,the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy
to be fumished.
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exhibit B
§ 1L1.4 Notice of Cancellation or Expiration of Contractor's Required Insurance. Within three (3)business days of
the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by
the Contract Documents,the Contractor shall provide notice to the Owner of such impending or actual cancellation or
expiration. Upon receipt of notice from the Contractor,the Owner shall,unless the lapse in coverage arises from an act
or omission of the Owner,have the right to stop the Work until the lapse in coverage has been cured by the procurement
of replacement coverage by the Contractor. The fumishing of notice by the Contractor shall not relieve the Contractor of
any contractual obligation to provide any requued coverage.
§ 11.2 Owner's Insurance
§ 11.2.1 The Owner shall purchase and maintain insurance of the types and limits of liability, containing the endorsements,
and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract Documents. The
Owner shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully
authorized to issue insurance in the jurisdiction where the Project is located.
§ 11.2.2 Failure to Purchase Required Property Insurance. If the Owner fails to purchase and maintain the required
property insurance,with all of the coverages and in the amounts described in the Agreement or elsewhere in the Contract
Documents,the Owner shall inform the Contractor in writing prior to commencement of the Work Upon receipt of notice
from the Owner,the Contractor may delay commencement of the Work and may obtain insurance that will protect the
interests of the Contractor, Subcontractors, and Sub-Subcontractors in the Work. When the failure to provide coverage
has been cured or resolved,the Contract Sum and Contract Time shall be equitably adjusted. In the event the Owner fails
to procure coverage,the Owner waives all rights against the Contractor, Subcontractors, and Sub-subcontractors to the
extent the loss to the Owner would have been covered by the insurance to have been procured by the Owner. The cost of
the insurance shall be charged to the Owner by a Change Order. If the Owner does not provide written notice, and the
Contractor is damaged by the failure or neglect of the Owner to purchase or maintain the required insurance,the Owner
shall reimburse the Contractor for all reasonable costs and damages attributable thereto.
§ 11.2.3 Notice of Cancellation or Expiration of Owner's Required Property Insurance. Within three(3)
business days of the date the Owner becomes aware of an impending or actual cancellation or expuation of any
property insurance required by the Contract Documents,the Owner shall provide notice to the Contractor of such
impending or actual cancellation or e�piration. Unless the lapse in coverage arises from an act or omission of the
Contractor (1)the Contractor,upon receipt of notice from the Owner, shall have the right to stop the Work until the
lapse in coverage has been cured by the procurement of replacement coverage by either the Owner or the Contractor;
(2)the Contract Time and Contract Sum shall be equitably adjusted; and(3)the Owner waives all rights against the
Contractor, Subcontractors, and Sub-subcontractors to the extent any loss to the Owner would have been covered by
the insurance had it not expued or been cancelled. If the Contractor purchases replacement coverage,the cost of the
insurance shall be charged to the Owner by an appropriate Change Order. The fumishing of notice by the Owner
shall not relieve the Owner of any contractual obligation to provide requued insurance.
§ 11.3 Waivers of Subrogation
§ 11.3.1 The Owner and Contractor waive all rights against(1)each other and any of their subcontractors, sub-
subcontractors, agents, and employees, each of the other, (2)the Architect and ArchitecYs consultants; and(3) Separate
Contractors, if any, and any of theu subcontractors, sub-subcontractors, agents, and employees, for damages caused by
fire, or other causes of loss,to the extent those losses are covered by property insurance required by the Agreement or
other property insurance applicable to the Project, except such rights as they have to proceeds of such insurance. The
Owner or Contractor, as appropriate, shall requue similar written waivers in favor of the individuals and entities
identified above from the Architect,ArchitecYs consultants, Separate Contractors, subcontractors, and sub-
subcontractors. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims
pursuant to this section 113.1 shall not prohibit this waiver of subrogation. This waiver of subrogation shall be effective
as to a person or entity(1)even though that person or entity would otherwise have a duty of indemnification, contractual
or otherwise, (2)even though that person or entity did not pay the insurance premium directly or indirectly, or(3)
whether or not the person or entity had an insurable interest in the damaged property.
§ 11.3.2 If during the Project construction period the Owner insures properties,real or personal or both, at or
adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final
payment property insurance is to be provided on the completed Project through a policy or policies other than those
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insuring the Project during the construction period,to the extent permissible by such policies,the Owner waives all
rights in accordance with the terms of Section 113.1 for damages caused by fire or other causes of loss covered by
this separate property insurance.
§ 11.4 Loss of Use,Business Interruption,and Delay in Completion Insurance
The Owner, at the Owner's option,may purchase and maintain insurance that will protect the Owner against loss of
use of the Owner's property, or the inability to conduct normal operations, due to fire or other causes of loss. The
Owner waives all rights of action against the Contractor and Architect for loss of use of the Owner's property, due to
fire or other hazards however caused.
§1L5 Adjustment and Settlement of Insured Loss
§11.5.1 A loss insured under the property insurance requued by the Agreement shall be adjusted by the Owner as fiduciary
and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any
applicable mortgagee clause and of Section 11.52. The Owner shall pay the Architect and Contractor their just shares of
insurance proceeds received by the Owner, and by appropriate agreements the Architect and Contractor shall make
payments to theu consultants and Subcontractorsin similar manner.
§ 1L5.2 Prior to settlement of an insured loss,the Owner shall notify the Contractor of the terms of the proposed
settlement as well as the proposed allocation of the insurance proceeds. The Contractor shall have 14 days from receipt of
notice to object to the proposed settlement or allocation of the proceeds. If the Contractor does not object,the Owner shall
settle the loss and the Contractor shall be bound by the settlement and allocation.Upon receipt,the Owner shall deposit
the insurance proceeds in a separate account and make the appropriate distributions. Thereafter, if no other agreement is
made or the Owner does not terminate the Contract for convenience,the Owner and Contractor shall execute a Change
Order for reconstruction of the damaged or destroyed Work in the amount allocated for that purpose. If the Contractor
timely objects to either the terms of the proposed settlement or the allocation of the proceeds,the Owner may proceed to
settle the insured loss, and any dispute between the Owner and Contractor arising out of the settlement or allocation of the
proceeds shall be resolved pursuant to Article 15. Pending resolution of any dispute,the Owner may issue a Construction
Change Duective for the reconstruction of the damaged or destroyed Work.
ARTICLE 12 UNCOVERING AND CORRECTION OF WORK
§ 12.1 Uncovering of Work
§ 12.L1 If a portion of the Work is covered contrary to the ArchitecYs request or to requirements specifically eapressed in
the Contract Documents,it must, if requested in writing by the Architect,be uncovered for the ArchitecYs examination
and be replaced at the Contractor's eapense without change in the Contract Time.
§ 12.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to
its being covered,the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work
is in accordance with the Contract Documents,the Contractor shall be entitled to an equitable adjustment to the
Contract Sum and Contract Time as may be appropriate. If such Work is not in accordance with the Contract
Documents,the costs of uncovering the Work, and the cost of correctioq shall be at the Contractor's expense.
§ 12.2 Correction of Work
§ 12.2.1 Before Substantial Completion
The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the
Contract Documents, discovered before Substantial Completion and whether or not fabricated, installed or completed.
Costs of correcting such rejected Work, including additional testing and inspections,the cost of uncovering and
replacement, and compensation for the ArchitecYs services and expenses made necessary thereby, shall be at the
Contractor's expense.
§ 12.2.2 After Substantial Completion
§ 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if,within one year after the date of
Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties
established under Section 9.9.1,or by terms of any applicable special warranty required by the ContractDocuments,
any of the Work is found to be not in accordance with the requirements of the Contract Documents,the Contractor
shall correct it promptly after receipt of notice from the Owner to do so,unless the Owner has previously given the
Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the
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condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the
Contractor an opportunity to make the correction,the Owner waives the rights to require correction by the Contractor
and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a
reasonable time during that period after receipt of notice from the Owner or Architect,the Owner may correct it in
accordance with Section 2.5.
§ 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work fust performed
after Substantial Completion by the period of time between Substantial Completion and the actual completion of that
portion of the Work.
§ 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective W ork performed by the
Contractor pursuant to this Section 122.
§ 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requuements
of the ContractDocuments and are neither corrected by the Contractor nor accepted by the Owner.
§ 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or Separate
Contractors, whether completed or partially completed, caused by the Contractor's correction or removal of Work that is
not in accordance with the requirements of the Contract Documents.
§ 12.2.5 Nothing contained in this Section 122 shall be construed to establish a period of limitation with respectto other
obligations the Contractor has under the Contract Documents. Establishment of the one-year period for correction of
Work as described in Section 1222 relates only to the specific obligation of the Contractor to correct the Work, and has
no relationship to the time within which the obligation to comply with the ContractDocuments may be soughtto be
enforced,nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect
to the Contractor's obligations other than specifically to correct the Work.
§ 12.3 Acceptance of Nonconforming Work
If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents,the
Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as
appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made.
ARTICLE 13 MISCELLANEOUS PROVISIONS
§ 13.1 Governing Law
The Contract shall be govemed by the law of the place where the Project is located, excluding that jurisdiction's choice of
law rules. If the parties have selected arbitration as the method of binding dispute resolution,the Federal Arbitration Act
shall govern Section 15.4.
§ 13.2 Successors and Assigns
§ 13.2.1 The Owner and Contractor respectively bind themselves,their partners, successors, assigns, and legal
representatives to covenants, agreements, and obligations contained in the Contract Documents. Except as provided in
Section 1322,neither party to the Contract shall assign the Contract as a whole without written consent of the other. If
either party attempts to make an assignment without such consent,that party shall nevertheless remain legally
responsible for all obligations under the Contract.
§ 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender providing construction
financing for the Project, if the lender assumes the Owner's rights and obligations under the Contract Documents. The
Contractor shall execute all consents reasonably requued to facilitate the assignment.
§ 13.3 Rights and Remedies
§ 13.3.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall
be in addition to and not a limitation of duties, obligations,rights, and remedies otherwise imposed or available by law.
§ 13.3.2 No action or failure to act by the Owner,Architect, or Contractor shall constitute a waiver of a right or duty
afforded them under the Contract,nor shall such action or failure to act constitute approval of or acquiescence in a breach
thereunder, except as may be specifically agreed upon in writing.
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§ 13.4 Tests and Inspections
§ 13.4.1 Tests, inspections, and approvals of portions of the Work shall be made as required by the Contract Documents
and by applicable laws, statutes, ordinances, codes,rules, and regulations or lawful orders of public authorities. Unless
otherwise provided,the Contractor shall make arrangements for such tests, inspections, and approvals with an
independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear
all related costs of tests, inspections, and approvals. The Contractor shall give the Architect timely notice of when and
where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall
bear costs of tests, inspections, or approvals that do not become requirements until after bids are received or negotiations
concluded. The Owner shall duectly arrange and pay for tests, inspections, or approvals where building codes or
applicable laws or regulations so require.
§ 13.4.2 If the Architect, Owner,or public authorities having jurisdiction determine that portions of the Work require
additional testing inspection, or approval not included under Section 13.4.1,the Architect will,upon written
authorization from the Owner,instruct the Contractor to make arrangements for such additional testing inspectioq or
approval,by an entity acceptable to the Owner,and the Contractor shall give timely notice to the Architect of when and
where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except
as provided in Section 13.43, shall be atthe Owner's expense.
§ 13.4.3 If procedures for testing, inspectioq or approval under Sections 13.4.1 and 13.42 reveal failure of the portions
of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such
failure, including those of repeated procedures and compensation for the ArchitecYs services and expenses,shall be at
the Contractor's expense.
§ 13.4.4 Required certificates of testing, inspectioq or approval shall,unless otherwise required by the Contract
Documents,be secured by the Contractor and promptly delivered to the Architect
§ 13.4.5 If the Architect is to observe tests, inspections, or approvals required by the Conhact Documents,the Architect
will do so promptly and,where practicable, at the normal place of testing.
§ 13.4.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid
unreasonable delay in the Work.
§ 13.5 Interest
Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate the
parties agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where
the Project is located.
ARTICLE 14 TERD�IINATION OR SUSPENSION OF THE CONTRACT
§ 14.1 Termination by the Contractor
§ 14.L1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no
act or fault of the Contractor, a Subcontractor, a Sub-subcontractor,their agents or employees, or any other persons or
entities performing portions of the Work, for any of the following reasons:
.1 Issuance of an order of a court or other public authority having jurisdiction that requues all Work to be
stopped;
.2 An act of govemment, such as a declaration of national emergency,that requires all Work to be stopped;
3 Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the
reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made
payment on a Certificate for Payment within the time stated in the Contract Documents; or
.4 The Owner has failed to fiunish to the Contractor reasonable evidence as required by Section 22.
§ 14.1.2 The Contractor may terminate the Contract if,through no act or fault of the Contractor,a Subcontractor, a Sub-
subcontractor,their agents or employees, or any other persons or entities performing portions of the Work,repeated
suspensions, delays, or interruptions of the entire Work by the Owner as described in Section 143, constitute in the
aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period,
whichever is less.
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§ 14.1.3 If one of the reasons described in Section 14.1.1 or 14.12 exists,the Conhactor may,upon seven days' notice to
the Owner and Architect,terminate the Contract and recover from the Owner payment for Work executed, as well as
reasonable overhead and profit on Work not executed, and costs incurred by reason of such termination.
§ 14.1.4If the Work is stopped for a period of 60 consecutive days through no act or fault of the Conhactor, a
Subcontractor,a Sub-subcontractor, or their agents or employees or any other persons or entities performing portions of
the Work because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with
respect to matters important to the progress of the Work,the Contractor may,upon seven additional days' notice to the
Owner and the Architect,terminate the Contract and recover from the Owner as provided in Section 14.13.
§ 14.2 Termination by the Owner for Cause
§ 14.2.1 The Owner may terminate the Contract if the Conhactor
.1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials;
.2 fails to make paymentto Subcontractors or suppliers in accordance with the respective agreements
between the Contractor and the Subcontractors or suppliers;
.3 repeatedly disregards applicable laws, statutes, ordinances, codes,rules and regulations, or lawful
orders of a public authority;or
.4 otherwise is guilty of substantial breach of a provision of the Contract Documents.
§ 14.2.2 When any of the reasons described in Section 142.1 exist, and upon certification by the Architect that sufficient
cause exists to justify such actioq the Owner may,without prejudice to any other rights or remedies of the Owner and
after giving the Contractor and the Contractor's surety,if any,seven days' notice,terminate employment of the Contractor
and may,subject to any prior rights of the surety:
.1 Exclude the Contractor from the site and take possession of all materials, equipment,tools, and
construction equipment and machinery thereon owned by the Contractor;
.2 Accept assignment of subcontracts pursuant to Section 5.4; and
.3 Finish the Work by whatever reasonable method the Owner may deem e�pedient. Upon written request of
the Contractor,the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the
Owner in finishing the Work.
§ 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 142.1,the Contractor shall not
be entitled to receive further payment until the Work is finished.
§ 14.2.4If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the
ArchitecYs services and expenses made necessary thereby,and other damages incurred by the Owner and not expressly
waived, such excess shall be paid to the Contractor.If such costs and damages exceed the unpaid balance,the
Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may
be, shall be certified by the Initial Decision Maker,upon applicatioq and this obligation for payment shall survive
termination of the Contract.
§ 14.3 Suspension by the Owner for Convenience
§ 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work, in whole
or in part for such period of time as the Owner may determine.
§ 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension,
delay, or interruption under Section 143.1.Adjustment of the Contract Sum shall include profit.No adjustment shall be
made to the extent
.1 that performance is,was, or would have been, so suspended, delayed, or interrupted,by another
cause for which the Contractor is responsible; or
.2 that an equitable adjustment is made or denied under another provision of the Contract.
§ 14.4 Termination by the Owner for Convenience
§ 14.4.1 The Owner may, at any time,terminate the Contract for the Owner's convenience and without cause.
§ 14.4.2 Upon receipt of notice from the Owner of such termination for the Owner's convenience,the Contractor shall
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.1 cease operations as duected by the Owner in the notice;
.2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work,and
.3 except for Work directed to be performed prior to the effective date of termination stated in the notice,
terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase
orders.
§ 14.4.3 In case of such termination for the Owner's convenience,the Owner shall pay the Contractor for Work properly
executed; costs incurred by reason of the termination, including costs attributable to termination of Subcontracts;and the
termination fee, if any, set forth in the Agreement.
ARTICLE 15 CLAIMS AND DISPUTES
§ 15.1 Claims
§ 15.L1 Definition
A Claim is a demand or assertion by one of the parties seeking as a matter of right,payment of money, a change in the
Contract Time, or other relief with respect to the terms of the Contract. The term "Claim"also includes other disputes and
matters in question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to
substantiate Claims shall rest with the party making the Claim. This Section 15.1.1 does not require the Owner to file a
Claim in order to impose liquidated damages in accordance with the Contract Documents.
§ 15.1.2 Time Limits on Claims
The Owner and Contractor shall commence all Claims and causes of action against the other and arising out of or
related to the Contract,whether in contract,tort,breach of warranty or otherwise, in accordance with the requirements
of the binding dispute resolution method selected in the Agreement and within the period specified by applicable law,
but in any case not more than 10 years after the date of Substantial Completion of the Work The Owner and
Contractor waive all Claims and causes of action not commenced in accordance with this Section 15.12.
§ 15.1.3 Notice of Claims
§ 15.1.3.1 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered prior
to expiration of the period for correction of the Work set forth in Section 1222, shall be initiated by notice to the other
party and to the Initial Decision Maker with a copy sent to the Architect, if the Architect is not serving as the Initial
Decision Maker. Claims by either party under this Section 15.13.1 shall be initiated within 21 days after occurrence of the
event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim,
whichever is later.
§ 15.1.3.2 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered
after expuation of the period for correction of the Work set forth in Section 1222, shall be initiated by notice to the
other party. In such event, no decision by the Initial Decision Maker is required.
§ 15.1.4 Continuing Contract Performance
§ 15.1.4.1 Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and
Article 14,the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make
payments in accordance with the ContractDocuments.
§15.1.4.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Initial Decision Maker's decision,
subjectto the right of either party to proceed in accordance with this Article 15. The Architect will issue Certificates for
Payment in accordance with the decision of the Initial Decision Maker.
§ 15.1.5 Claims for Additional Cost
If the Contractor wishes to make a Claim for an increase in the Contract Sum,notice as provided in Section 15.13 shall be
given before proceeding to execute the portion of the Work that is the subject of the Claim.Prior notice is not requued for
Claims relating to an emergency endangering life or property arising under Section 10.4.
§ 15.1.6 Claims for Additional Time
§ 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, notice as provided in Section
15.13 shallbe given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress
of the Work In the case of a continuing delay,only one Claim is necessary.
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§ 15.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented
by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably
anticipated, and had an adverse effect on the scheduled construction.
§ 15.1.7 Waiver of Claims for Consequential Damages
The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this
Contract This mutual waiver includes
.1 damages incurred by the Owner for rental expenses, for losses of use, income,profit, financing,business and
reputatioq and for loss of management or employee productivity or of the services of such persons; and
.2 damages incurred by the Contractor for principal office expenses including the compensation of personnel
stationed there,for losses of financing business and reputatioq and for loss of profit, except anticipated profit arising
directly from the Work.
This mutual waiver is applicable, without limitation,to all consequential damages due to either party's termination in
accordance with Article 14.Nothing contained in this Section 15.1.7 shall be deemed to preclude assessment of
liquidated damages,when applicable, in accordance with the requuements of the Contract Documents.
§ 15.2 Initial Decision
§ 15.2.1 Claims, excluding those where the condition giving rise to the Claim is fust discovered after expiration of the
period for correction of the Work set forth in Section 1222 or arising under Sections 103, 10.4,and 11.5, shall be
referred to the Initial Decision Maker for initial decision. The Architect will serve as the Initial Decision Maker,unless
otherwise indicated in the Agreement. Except for those Claims excluded by this Section 152.1, an initial decision shall be
required as a condition precedent to mediation of any Claim. If an initial decision has not been rendered within 30 days
after the Claim has been referred to the Initial Decision Maker,the party asserting the Claim may demand mediation and
binding dispute resolution without a decision having been rendered. Unless the Initial Decision Maker and all affected
parties agree,the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than
the Owner.
§ 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of
the following actions: (1)request additional supporting data from the claimant or a response with supporting data from the
other party, (2)reject the Claim in whole or in part, (3) approve the Claim, (4)suggest a compromise, or(5)advise the
parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient
information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the Initial Decision
Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim.
§ 15.2.3 In evaluating Claims,the Initial Decision Maker may,but shall not be obligated to, consult with or seek
information from either party or from persons with special knowledge or eapertise who may assist the Initial Decision
Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such
persons at the Owner's expense.
§ 15.2.4If the Initial Decision Maker requests a party to provide a response to a Claim or to fiunish additional
supporting data, such party shall respond,within ten days after receipt of the request, and shall either(1)provide a
response on the requested supporting data, (2)advise the Initial Decision Maker when the response or supporting data
will be furnished, or(3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the
response or supporting data, if any,the Initial Decision Maker will either reject or approve the Claim in whole or in
part
§ 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that
the Initial Decision Maker is unable to resolve the Claim. This initial decision shall(1)be in writing; (2)state the
reasons therefor;and(3)notify the parties and the Architect, if the Architect is not serving as the Initial Decision Maker,
of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties
but subject to mediation and, if the parties fail to resolve their dispute through mediatioq to binding dispute resolution.
§ 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 152.6.1.
AIA Document A201'"-2017.Copyright 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,197Q 1976,1987,1997,2007 and 2017 by The American
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exhibit B
§ 15.2.6.1 Either party may,within 30 days from the date of receipt of an initial decision, demand in writing that the other
party file for mediation. If such a demand is made and the party receiving the demand fails to file for mediation within 30
days after receipt thereof,then both parties waive their rights to mediate or pursue binding dispute resolution proceedings
with respect to the initial decision.
§ 15.2.7 In the event of a Claim against the Contractor,the Owner may,but is not obligated to,notify the surety, if any,
of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default,the Owner may,but
is not obligated to,notify the surety and request the surety's assistance in resolving the controversy.
§ 15.2.8If a Claim relates to or is the subject of a mechanids lieq the party asserting such Claim may proceed in
accordance with applicable law to comply with the lien notice or filing deadlines.
§ 15.3 Mediation
§ 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as
provided for in Sections 9.10.4, 9.10.5, and 15.1.7, shall be subject to mediation as a condition precedent to binding
dispute resolution.
§ 15.3.2 The parties shall endeavor to resolve theu Claims by mediation which, unless the parties mutually agree
otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry
Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing delivered to
the other party to the Contract, and filed with the person or entity administering the mediation. The request may be made
concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in
advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from
the date of filing,unless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed
pursuant to this Section 1532,the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a
schedule for later proceedings.
§ 15.3.3 Either party may,within 30 days from the date that mediation has been concluded without resolution of the
dispute or 60 days after mediation has been demanded without resolution of the dispute, demand in writing that the other
party file for binding dispute resolution. If such a demand is made and the party receiving the demand fails to file for
binding dispute resolution within 60 days after receipt thereof,then both parties waive their rights to binding dispute
resolution proceedings with respect to the initial decision.
§ 15.3.4 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the
place where the Project is located,unless another location is mutually agreed upon.Agreements reached in
mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.
§ 15.4 Arbitration
§ 15.4.1 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement, any Claim
subject to,but not resolved by,mediation shall be subject to arbitration which,unless the parties mutually agree
otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry
Arbitration Rules in effect on the date of the Agreement. The Arbitration shall be conducted in the place where the
Project is located,unless another location is mutually agreed upon.A demand for arbitration shall be made in writing
delivered to the other party to the Contract,and filed with the person or entity administering the arbitration. The party
filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which
arbitration is permitted to be demanded.
§ 15.4.L1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediatioq
but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim
would be barred by the applicable statute of limitations. For statute of limitations purposes,receipt of a written demand
for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable
proceedings based on the Claim.
§ 15.4.2 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in
accordance with applicable law in any court having jurisdiction thereof.
AIA Document A201'"-2017.Copyright 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,197Q 1976,1987,1997,2007 and 2017 by The American
Institute of Architects.All rights reserved.WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 63
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maximum extent possible under the law.
exhibit B
§ 15.4.3 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly
consented to by parties to the Agreement, shall be specifically enforceable under applicable law in any court having
jurisdiction thereof.
§ 15.4.4 Consolidation or Joinder
§ 15.4.4.1 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party
may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided
that(1)the arbitration agreement goveming the other arbitration permits consolidation, (2)the arbitrations to be
consolidated substantially involve common questions of law or fact, and(3)the arbitrations employ materially similar
procedural rules and methods for selecting arbitrator(s).
§ 15.4.4.2 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party
may include byjoinder persons or entities substantially involved in a common question of law or fact whose presence is
required if complete relief is to be accorded in arbitration,provided that the party sought to be joined consents in writing to
such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of
any claim, dispute or other matter in question not described in the written consent.
§ 15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this
Section 15.4,whether by joinder or consolidatioq the same rights of joinder and consolidation as those of the Owner and
Contractor under this Agreement.
AIA Document A201'"-2017.Copyright 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,197Q 1976,1987,1997,2007 and 2017 by The American
Institute of Architects.All rights reserved.WARNING:This AIA�Document is protected by U.S.Copyright Law and International Treaties.Unauthorized sQ
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 ihe
maximum extent possible under the law.