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HomeMy WebLinkAbout07- Dick Anderson Co. and City for New Bozeman City Hall Standard Form of Agreement~ ~ Document A121TMCMc -- 2003 and AGC Document 565 Standard Form of Agreement Between Owner and Construction Manager where the Construction Manager is Also the Constructor AGREEMENT made as of the Eleventh day of October in the year of Two Thousand Seven indicate day, month and year) (In words ADDITIONS AND DELETIONS: , The author of this document has BETWEEN the Owner: added information needed for its completion. The author may also (Name and address) have revised the text of the original AIA standard form. An Additions and City of Bozeman peletions Report that notes added P.O. Box 1230 information as well as revisions to Bozeman, MT 59771 the standard form text is available from the author and should be and the Construction Manager: reviewed. A vertical line in the left (Name and address) margin of This document indicates where the author has added Dick Anderson Construction, Inc necessary information and where 705 Bridger Drive, suite A the author has added to or deleted Bozeman, MT 59715 from the original AIA text. This document has important legal The Froject is: consequences. Consultation with an (Name, address and brief description) attorney is encouraged with respect to its completion or modification. City of Bozeman -City Hall 121 North Rouse Avenue The 1997 Edition of AIA Document MT 59715 Bozeman A201, General Conditions of the , Contract for Construction, is referred Renovation of the old Library building inw the New Bozeman City Hall as City Staff to herein. This Agreement requires I Offices and an addition for the expanded Commission Meeting Room. modification if other general conditions are utilized. The Architect is: (Name and address) Comma-Q Architecture, Inc. 109 N Rouse Ave, #1 Bozeman, MT 59715 The Owner and Construction Manager agree as set forth below: PLEASE NOTE: This document has been modified significantly by Addendum #1 to the Standard dorm of Agr®ement Between Owner and Construction Manager AIA Document A121CMc - 2003, which is attached herewith. AIA Document A121 TMCMc - 2003 and AGC Documen15B5. Copyright C9 1991 and 20D3 by The American Institute of Architects and The Associated Init. General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and Internaticnal Treaties. Unauthorized reproduction or distribution of this document, or any portion of It, may result in severe civil and criminal penalties, and will be / prosecuted to the maximum extent passible under the law. This document was produced by AIA software at 11:E3:43 on 11!15/2007 under Order No.100D317133_1 which expires on 811812008, and is not for resale. (3539139740) User Notes: TABLE OF CONTENTS ARTICLE 1 GENERAL PROVISIONS § 1.1 Relationship of the Parties § 1.2 General Conditions ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES § 2.1 Preconstruction Phase § 2.2 Guaranteed Maximum Price Proposal and Contract Time § 2.3 Construction Phase § 2.4 Professional Services § 2.5 Hazardous Materials ARTICLE 3 OWNER'S RESPONSIBILITIES § 3.1 Information and Services § 3.2 Owner's Designated Representative § 3.3 Architect § 3.4 Legal Requirements ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES § 4.1 Compensation § 4.2 Payments ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES § 5.1 Compensation § 5.2 Guaranteed Maximum Price § 5.3 Changes in the Work ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE § fi.1 Costs to Be Reimbursed § fi.2 Costs Not to Be Reimbursed § fi.3 Discounts, Rebates and Refunds § 6.4 Accounting Records ARTICLE 7 CONSTRUCTION PHASE § 7.1 Progress Payments § 7.2 Final Payment ARTICLE 8 INSURANCE AND BONDS § 8.1 Insurance Required of the Construction Manager § 8.2 insurance Required of the Owner § 8.3 Ferformance Bond and Payment Bond ARTICLE 9 MISCELLANEOUS PROVISIONS § 9.1 Dispute Resolution § 9.2 Other Previsions ARTICLE 10 TERMINATION OR SUSPENSION § 10.1 Termination Prior to Establishing Guaranteed Maximum Price § 10.2 Termination Subsequent to Establishing Guaranteed Maximum Price § 10.3 Suspension ARTICLE 11 OTHER CONDITIONS AND SERVICES Inst. AIA Document A121'"'CMc - 2003 and AGC Document 565. Copyright ®1891 and 2003 6y The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. 2 Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be ~ prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:23:43 on 11!1512007 under Order No.1000317133 1 which oxpires on 8!1812008, and is not for resale. (3539139740) User Notes: ARTICLE 1 GENERAL PROVISIONS § 1.1 RELATIONSHIP OF PARTIES The Construction Manager accepts the relationship of trust and confidence established with the Owner by this Agreement, and covenants with [he Owner to Furnish the Construction Manager's reasonable skill and judgment and to cooperate with the Architect in furthering the interests of the Owner. The Construction Manager shall furnish construction administration and management services and use the Construction Manager's best efforts to perform the Project in an expeditious and economical manner consistent with the interests of the Owner. The Owner shall endeavor to promote harmony and cooperation among the Owner, Architect, Construction Manager and other persons or entities employed by the Owner for the Project. § 1.2 GENERAL CONDITIONS For the Construction Phase, the General Conditions of the contract shall be the AIA® Document A201't~''-1997, General Conditions of the Contract for Construction, which is incorporated herein by reference. For the Preconstruction Phase, or in the event that the Preconstruction and Construction Phases proceed concurrently, A2~ITM-1997 shall apply to the Preconstruction Phase only as specifically provided in this Agreement. The term "Contractor" as used in A201TM-1997 shall mean the Construction Manager. ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager shall perform the services described in this Article. The services to be provided under Sections 2.1 and 2.2 constitute the Preconstruction Phase services. If the Owner and Construction Manager agree, after consultation with the Architect, the Construction Phase may commence before the Preconstruction Phase is completed, in which case both phases will proceed concurrently. § 2,1 PRECONSTRUCTIONPRASE § 2.1.1 PRELIMINARY EVALUATION The Construction Manager shall provide a preliminary evaluation of the Owner's program and Project budget requirements, each in terms of the other. § 2,1.2 CONSULTATION The Construction Manager with the Architect shall jointly schedule and attend regular meetings with the Owner. The Construction Manager shall consult with the Owner and Architect regarding site use and improvements and the selection of materials, building systems and equipment. The Construction Manager shall provide recommendations on construction feasibility; actions designed to minimize adverse effects of labor or material shortages; time requirements for procurement, installation and construction completion; and factors related to construction cost, including estimates of alternative designs or materials, preliminary budgets and possible economies. § 2.1.3 PRELIMINARY PROJECT SCWEDULE When Project requirements described in Section 3.1.1 have been sufficiently identified, the Construction Manager shall prepare, and periodically update, a preliminary Project schedule for the Architect's review and the Owner's approval. The Construction Manager shall obtain the Architect's approval of the portion of the preliminary Project schedule relating to the performance of the Architect's services. The Construction Manager shall coordinate and integrate the preliminary Project schedule with the services and activities of the Owner, Architect and Construction Manager. As design proceeds, the preliminary Project schedule shall be updated to indicate proposed activity sequences and durations, milestone dates for receipt and approval of pertinent information, submittal of a Guaranteed Maximum Price proposal, preparation and processing of shop drawings and samples, delivery of materials or equipment requiring long-lead-time procurement, Owner's occupancy requirements showing portions of the Project having occupancy priority, and proposed date of Substantial Completion. If preliminary Project schedule updates indicate that previously approved schedules may not be met, the Construction Manager shall make appropriate recommendations to the Owner and Architect. § 2.1.4 PWASED CONSTRUCTION The Construction Manager shall make recommendations to the Owner and Architect regarding the phased issuance of Drawings and Specifications to facilitate phased construction of the Work, if such phased construction is appropriate for the Project, taking into consideration such factors as economies, time of performance, availability of labor and materials, and provisions for temporary facilities. AIA Document A121 *aCMc - 2003 and AGC Document 565. Copyright B 1991 and 2003 by The American Institute of Architects and The Associated 3 Inst. General Contractors of America. All rights reserved. WARNING: Thls document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe Civil and criminal penalties, and will be ~ prosecuted to the maximum extent possible under the law. this document was produced by AIA software at 1 t :23:43 on 11!1512007 under Order No.1000317133_1 which expires on 811 812 0 0 8, and is not for resale. (3539139740) User Notes: § 2.1.5 PRELIMINARY C05T ESTIMATES § 2.1.5.1 When the Owner has sufficiently identified the Project requirements and the Architect has prepared other basic design criteria, the Construction Manager shall prepare, for the review of the Architect and approval of the Owner, a preliminary cost estimate utilizing area, volume or similar conceptual estimating techniques. § 2.1.5.2 When Schematic Design Documents vaew of the Archie b and appwal of the Owneraa more d tailedthe Construction Manager shall prepare, for the re estimate with supporting data. During the preparation of the Design Development Documents, the Construction Manager shall update and refine this estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager. § 2.1.5.3 When Design Development Documents have been prepared by the Architect and approved by the Owner, the Construction Manager shall prepare a detailed estimate with supporting data for review by the Architect and approval by the Owner. During the preparation of the Construction Documents, the Construction Manager shall update and refine this estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager. § 2.1.5.4 If any estimate submitted to the Owner exceeds previously approved estimates or the Owner's budget, the Construction Manager shall make appropriate recommendations to the Owner and Architect. § 2.1.6 SUBCONTRACTORS AND SUPPLIERS The Construction Manager shall seek to develop subcontractor interest in the Project and shall furnish to the Owner and Architect for their information a list of possible subcontractors, including suppliers who are to furnish materials or equipment fabricated W a special design, from whom proposals will be requested for each principal portion of the Work. The Architect will promptly reply in writing to the Construction Manager if the Architect or Owner know of any objection to such subcontractor or supplier. The receipt of such list shall not require the Owner or Architect to investigate the qualifications of proposed subcontractors or suppliers, nor shall it waive the right of the Owner or Architect later to object to or reject any proposed subcontractor or supplier. § 2.1.7 LONG-LEAD-TIME ITEMS The Construction Manager shall recommend to the Owner and Architect a schedule for procurement of long-lead- time items which will constitute part of the Work as required to meet the Project schedule. If such long-lead-time items are procured by the Owner, they shall be procured on terms and conditions acceptable to the Construction Manager. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal, all contracts for such items shall be assigned by the Owner to the Construction Manager, who shall accept responsibility for such items as if procured by the Construction Manager. The Construction Manager shall expedite the delivery of long-lead-time items. § 2.1,8 EXTENT OF RESPONSIBILITY The Construction Manager does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The recommendations and advice of the Construction Manager concerning design alternatives shall be subject to the review and approval of the Owner and the Owner's professional consultants. It is not the Construction Manager's responsibility to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, building codes, rules and regulations. However, if the Construction Manager recognizes that portions of the Drawings and Specifications are at variance therewith, the Construction Manager shall promptly notify the Architect and Owner in writing. § 2.1.9 EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION The Construction Manager shall comply with applicable laws, regulations and special requirements of the Contract Documents regarding equal employment opportunity and affirmative action programs. § 2.2 GUARANTEED MAXIMUM PRICE PROP05AL AND CONTRACT TIME § 2.2.1 When the Drawings and Specifications are sufficiently complete, the Construction Manager shall propose a Guaranteed Maximum Frice, which shall be the sum of the estimated Cost of the Work and the Construction Manager's Fee. § 2.2.2 As the Drawings and Specifications may not he finished at the time the Guaranteed Maximum Price proposal is prepared, the Construction Manager shall provide in the Guaranteed Maximum Price for further development of AIA DOCnment A121 *""CMe - 2003 and AGC Document 565. Copyright ®1991 and 2003 by The American Institute of Architects and The Associated 4 Inrt. General Contractors of America. All rights reserved. WARNING: 7hls document Is protected by U.S. Copyright Law and International Treaties. proses ted to thermaximum extentlpossib etunder the aw t~This do P mrent was producedsbytAlA software' at 11 23 43 onai Pe 5/2007~underNQrdee 1 No.10o0377133. 1 which expires on 811812008, and is not for resale. (3539139740) User Notes: the Drawings and Specifications by the Architect that is consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order. § 2,2.3 The estimated Cost of the Work shall include the Construction Manager's contingency, a sum established by the Construction Manager for the Construction Manager's exclusive use to cover costs arising under Section 2.2.2 and other costs which are properly reimbursable as Cos[ of the Work but not the basis for a Change Order. § 2.2.4 BASIS OF' GUARANTEED MAXIMUM PRICE The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include: .1 A list of the Drawings and Specifications, including all addenda thereto and the Conditions of the Contract, which were used in preparation of the Guaranteed Maximum Price proposal. .2 A list of allowances and a statement of their basis. .3 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Frice proposal to supplement the information contained in the Drawings and Specifications. .4 "I'he proposed Guaranteed Maximum Price, including a statement of the estimated cost organized by trade categories, allowances, contingency, and other items and the Fee that comprise the Guaranteed Maximum Price. .5 The Date of Substantial Completion upon which the proposed Guaranteed Maximum Frice is based, and a schedule of the Construction Documents issuance dates upon which the date of Substantial Completion is based. § 2.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal and the written statement of its basis. In the event that the Owner or Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. § 2.2.6 Unless the Owner accepts the Guaranteed Maximum Price proposal in writing on or before the date specified in the proposal for such acceptance and so notifies the Construction Manager, the Guaranteed Maximum Price proposal shall not be effective without written acceptance by the Construction Manager. § 2,2.7 Prior to the Owner's acceptance of the Construction Manager's Guaranteed Maximum Frice proposal and issuance of a Notice to Froceed, the Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work, except as the Owner may specifically authorize in writing. § 2.2.8 Upon acceptance by the Owner of the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price and its basis shall be set forth in Amendment No. 1. The Guaranteed Maximum Price shall be subject to additions and deductions by a change in the Work as provided in the Contract Documents, and the Date of Substantial Completion shall be subject to adjustment as provided in the Contract Documents. § 2.2.9 The Owner shall authorize and cause the Architect to revise the Drawings and Specifications to the extent necessary to reflect the agreed-upon assumptions and clarifications contained in Amendment No. 1. Such revised Drawings and Specifications shall be furnished to the Construction Manager in accordance with schedules agreed to by the Owner, Architect and Construction Manager. The Construction Manager shall promptly notify the Architect and Owner if such revised Drawings and Specifications are inconsistent with the agreed-upon assumptions and clarifications. § 2,2.10 The Guaranteed Maximum Price shall include in the Cost of the Work only those taxes which are enacted at the time the Guaranteed Maximum Price is established. § 2.3 CONSTRUCTION PHASE § 2.3.1 GENERAL. § 2.3.1.1 The Construction Phase shall commence on the earlier of: AIA Document A121 TMCMc -- 20113 and AGC Document 565. Copyright ~ 1991 and 2003 by The American Institute of Architects and The Associated Init. General Gontractors of America. All rights reserved. WARNING: Thls document is protected by U.S. Copyright Law and International Treaties. 5 Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be / prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:23:43 on 11115!2007 under Order No. t Oo0317133 1 which expires on 8/1 B/2DD8, and is not For resale. User Notes: (3539139740) (1) the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal and issuance of a Notice to Proceed, or (2) the Owner's first authorization to the Construction Manager to: (a) award a subcontract, or (h) undertake construction Work with the Construction Manager's own forces, or (c) issue a purchase order for materials or equipment required for the Work. § 2.3.2 ADMINISTRATION § 2,3.2.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager's own personnel shall be performed under subcontracts or by other appropriate agreements with the Construction Manager. The Construction Manager shall obtain bids from Subcontractors and from suppliers of materials or eyuiprnent fabricated to a special design for the Work from the list previously reviewed and, after analyzing such bids, shall deliver such bids to the Owner and Architect. The Owner will then determine, with the advice of the Construction Manager and subject to the reasonable objection of the Architect, which bids will be accepted. The Owner may designate specific persons or entities fmm whom the Construction Manager shall obtain bids; however, if the Guaranteed Maximum Price has been established, the Owner may not prohibit the Construction Manager from obtaining bids from other qualified bidders. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. § 2.3.2.2 If the Guaranteed Maximum Price has been established and a specific bidder among those whose bids are de]ivered by the Construction Manager to the Owner and Architect (1) is recommended to the Owner by the Construction Manager; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid which conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager may require that a change in the Work be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. § 2.3.2.3 Subcontracts and agreements with suppliers furnishing materials or equipment fabricated to a special design shall conform to the payment provisions of Sections 7.1.8 and 7.1.9 and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. § 2,3.2.4 The Construction Manager shall schedule and conduct meetings at which the Owner, Architect, Construction Manager and appropriate Subcontractors can discuss the status of the Work. The Construction Manager shall. prepare and promptly distribute meeting minutes. § 2.3.2.5 Promptly after the Owner's acceptance of the Guaranteed Maximum Price proposal, the Construction Manager shall prepare a schedule in accordance with Section 3.10 of A201TM-1997, including the Owner's occupancy requirements. § 2.3.2.6 The Construction Manager shall provide monthly written reports to the Owner and Architect on the progress of the entire Work. The Construction Manager shall maintain a daily log containing a record of weather, Subcontractors working on the site, number of workers, Work accomplished, problems encountered and other similar relevant data as the Owner may reasonably require. The log shall be available to the Owner and Architect. § 2.3.2.7 The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect at regular intervals. § 2.4 PROFESSIONAL SERVICES Section 3,12.ID of A2D1TM-1997 shall apply to both the Preconstruction and Construction Phases. § 2.5 HAZARDOUS MATERIALS Section 10.3 of A201TM-1997 shall apply to both the Preconstruction and Construction Phases. AIA Document A721 n"CMc - 2003 and AGC Document 565. Copyright ®1891 and 20D3 by The American Institute of Architects and The Associated Inst. General Contractors of America. All rights reserved. WARNING: This document Is protected by U.B. Copyright Law and International Treaties. 6 Unauthorized reproduction or distribution of this document, ar any portion of it, may result in severe civil and criminal penalties, and will be ~ prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1123:43 on 11115/2007 under Order No.1000317133_1 which expires on 8/18!200$, and is not for resale. (3539139740) User Notes: ARTICLE 3 OWNER'S RESPONSIBILITIES § 3.1 INFORMATION AND SERVICES § 3.1.1 The Owner shall provide full information in a timely manner regarding the requirements of the Project, including a program which sets forth the Owner's objectives, constraints and criteria, including space requirements and relationships, flexibility and expandability requirements, special equipment and systems, and site requirements. § 3.1.2 The Owner shall, at the written request of the Construction Manager prior to commencement of the Construction Phase and thereafter, furnish to the Construction Manager reasonable evidence that financial arrangements have been made to fulfill the Owner's obligations under the Contract. Furnishing of such evidence shall be a condition precedent to commencement or continuation of the Work. After such evidence has been furnished, the Owner shall not materially vary such financial arrangements without prior notice to the Construction Manager. § 3.1.3 The Owner shall establish and update an overall budget for the Project, based on consultation with the Construction Manager and Architect, which shall include contingencies for changes in the Work and other costs which are the responsibility of the Owner. § 3.1.4 STRUCTURAL AND ENVIRONMENTAL TESTS, SURVEYS AND REPORTS In the Preconstruction Phase, the Owner shall furnish the following with reasonable promptness and at the Owner's expense. Except to the extent that the Construction Manager knows of any inaccuracy, the Construction Manager shall he entitled to rely upon the accuracy of any such information, reports, surveys, drawings and tests described in Sections 3.1,4.1 through 3.1.4.4 but shall exercise customary precautions relating to the performance of the Work. § 3.1.4.1 Reports, surveys, drawings and tests concerning the conditions of the site which are required by law. § 3.1.4.2 Surveys describing physical characteristics, legal ]imitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All information on the survey shall be referenced to a project benchmark. § 3.1.4.3 The services of a geotechnical engineer when such services are requested by the Construction Manager. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate professional recommendations. § 3.1.4.4 Structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and other laboratory and environmental tests, inspections and reports which are required by law. § 3.1.4.5 The services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Construction Manager. § 3.2 OWNER'S DESIGNATED REPRESENTATIVE The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. This representative shall have the authority to make decisions on behalf of the Owner concerning estimates and schedules, construction budgets, and changes in the Work, and shall render such decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 of A201 TM-1997, the Architect does not have such authority. § 3.3 ARCHITECT The Owner shall retain an Architect to provide Basic Services, including normal structural, mechanical and electrical engineering services, other than cast estimating services, described in the edition of AlA® Document $151 TM-] 997, Ahhreviated Standard Fnrrn of Agreement Between Uwner and Architect current as of the date of this Agreement. The Owner shall authorize and cause the Architect to provide those Additional Services described AIA Document A121 TMCMc - 2003 and AGC Dpcument 555. Copyrlght ®1991 and 2003 by The American Institute of Architects and The Associated Init. General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. 'T Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civic and criminal penalties, and will be t prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:23:43 on 11/15!2007 under Order No.1000317133__1 which expires on 8/18!2008, and is not for resale. (3539139740) User Nptes: in B I S 1 TM-1997, requested by the Construction Manager which must necessarily be provided by the Architect for the Precvnstruction and Construction Phases of the Work. Such services shall be provided in accordance with time schedules agreed to by the Owner, Architect and Construction Manager. Upon request of the Construction Manager, the Owner shall furnish to the Construction Manager a copy of the Owner's Agreement with the Architect, from which compensation provisions may be deleted. § 3.4 LEGAL REQUIREMENTS The Owner shall determine and advise the Architect and Construction Manager of any special legal requirements relating specifically to the Project which differ from those generally applicable to construction in the jurisdiction of the Project. The Owner shall furnish such legal services as are necessary to provide the information and services required under Section 3.1. ARTICLE 4 COMPENSATION ANq PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES The Owner shall compensate and make payments to the Construction Manager for Preconstruction Phase services as follows: § 4.1 COMPENSATION § 4.1.1 For the services described in Sections 2.1 and 2.2, the Construction Manager's compensation shall be calculated as follows: See Addendum #1 to the Standard Form of Agreement Between Owner and Construction Manager AlA Document A 121 CMc - 2003 (State basis of compensation, whether a stipulated sum, multiple of Direct Personnel Expense, actual cost, etc. include a statement of reimhursable cost items as applicahle.) § 4.1.2 Compensation for Preconstruction Phase Services shall be equitably adjusted if such services extend beyond ( )days from the date of this Agreement or if the originally contemplated scope of services is significantly modified. § 4.1.3 If compensation is based on a multiple of Direct Personnel Expense, Direct Personnel Expense is defined as the direct. salaries of the Construction Manager's personnel engaged in the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. § 4.2 PAYMENTS § 4.2.1 Payments shall be made monthly following presentation of the Construction Manager's invoice and, where applicable, shall be in proportion to services performed. § 4.2,2 Payments are due and payable ( )days from the date the Construction Manager's invoice is received by the Owner. Amounts unpaid after the date on which payment is due shall bear interest at the rate entered below, or in the absence thereof, at the legal rate prevailing from time to time at Che place where the Project is located. (insert rate of interest agreed upon.) per annum (Usury laws and requirements under the Federal Truth in Lending Act, similar state and focal consumer credit laws and other regulations at the Owner',c and Contractor's principal places ~f business, the location of the Project and elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such a.r written disclosures or waivers.) ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES The Owner shall compensate the Construction Manager for Construction Phase services as follows: AIA Document A121 T"'CMc - 2003 and AGC Document 565. Copyright ®1991 and 2003 by The American Institute of Architects and The Associated Init. General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be / prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1123:43 on 11/15/2007 under Order No.1000317133. 1 which expires on 8/18/2008, and is not for resale. (3539139740) User Notes: § 5.1 COMPENSATION § 5.1.1 For the Construction Manager's performance of the Work as described in Section 2.3, the Owner shall pay the Construction Manager in current funds the Contract Sum consisting of the Cost of the Work as defined in Article 6 and the Construction Manager's Fee determined as follows: See Addendum #1 to the Standard Form of Agreement Between Owner and Construction Manager AlA Document A 121 CMc - 2003 (State a lump Burn, percentage of actual Cnst of the Work or other provision for determining tl2e Cnn.rtructinn Manager's Fee, and explain how the Construction Manager's Fee is to be adjusted for changes in the Work.) § 5.2 GUARANTEED MAXIMUM PRICE § 5.2.1 The sum of the Cost of the Work and the Construction Manager's Fee are guaranteed by the Construction Manager not to exceed the amount provided in Amendment No. 1, subject to additions and deductions by changes in the Work as provided in the Contract Documents. Such maximum sam as adjusted by approved changes in the Work is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Construction Manager without reimbursement by the Owner. (Insert specific provisions if the Construction Manager is to participate in any savings.) § 5.3 CHANGES IN THE WORK § 5.3.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of Amendment No. 1 may be determined by any of the methods listed in Section 7.3.3 of A201 TM-1997. § 5.3.2 In calculating adjustments to subcontracts (except those awarded with the Owner's prior consent on the basis of cost plus a fee), the terms "cost" and "fee" as used in Section 7.3.3.3 of A20) TM-]997 and the terms "costs" and "a reasonable allowance for overhead and profit" as used in Section 7.3.6 of A2(11"IM-1997 shall have the meanings assigned to them in that document and shall not be modified by this Article 5. Adjustments to subcontracts awarded with the Owner's prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. § 5.3.3 In calculating adjustments to the Contract, the terms "cost" and "costs" as used in the above-referenced provisions of A201 "rM-1997 shall mean the Cost of the Work as defined in Article 6 of this Agreement, and the term "and a reasonable allowance for overhead and profit" shall mean the Construction Manager's Fee as defined in Section 5.1.1 of this Agreement. § 5.3.4 If no specific provision is made in Section 5.1.1 for adjustment of the Construction Manager's Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Section 5.1.1 will cause substantial inequity to the Owner or Construction Manager, the Construction Manager's Fee shall be equitably adjusted on the basis of the Fee established for the original Work. ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE § fi.1 COSTS TO BE REIMBURSED § 6.1.1 The term "Cost of the Work" shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. Such costs shall be at rates not higher than those custatnarily paid at the place of [he Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in this Article 6. § 6.1.2 LABOR COSTS .1 Wages of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or, with the Owner's agreement, a[ off-site workshops. .2 Wages or salaries of the Construction Manager's supervisory and administrative personnel when stationed at the site with the Owner's agreement. AIA Document p121 TM'CMc - 2003 and AGC Document 565. Copyright ®1991 and 2D03 by The American Institute of Architects and The Associated Inlt_ General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. g Unauthorized reproduction or distribution of this document, or any porllon of It, may result in severe civil and criminal penalties, and will be ~ prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:23:43 on 11!15/2007 under Order No.1000317133 1 which expiros on 811812008, and is not for resale. (3539139740) User Notes: Classification Name (l f it is intended that the wages nr salaries of certain personnel stationed at the Construction Manager's principal once or nicer other than the site office shall he included in the Cost of the Work, such personnel shall be identified below.) .3 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged, at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. .4 Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements, and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided that such costs are based on wages and salaries included in the Cost of the Work under Sections 6.1.2.1 through 6.1,2.3. § 6.1.3 SUBCONTRACT COSTS Fayments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts. § 6.1.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION .1 Coats, including transportation, of materials and equipment incorporated or to be incorporated in the completed construction. .2 Coats of materials described in the preceding Section 6.1.4. I in excess of those actually installed but required to provide reasonable allowance for waste and for spoilage. Unused excess materials, if any, shall be handed over to the Owner at the completion of the Work or, at the Owner's option, shall be sold by the Construction Manager; amounts realized, if any, from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 6.1.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS .1 Costs, including transportation, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by the construction workers, which are provided by the Construction Manager at the site and fully consumed in the performance of the Work; and cost less salvage value on such items if not fully consumed, whether sold [o others or retained by the Construction Manager. Cost for items previously used by the Construction Manager shall mean fair market value. .2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by the construction workers, which are provided by the Construction Manager at the site, whether rented from the Construction Manager or others, and costs of transportation, installation, minor repairs and replacements, dismantling and removal thereof. Rates and quantities of equipment rented shall be subject to the Owner's prior approval. .3 Costs of removal of debris from the site. .4 Reproduction costs, costs of telegrams, facsimile transmissions and long-distance telephone calls, postage and express delivery charges, telephone at the site and reasonable petty cash expenses of the site office. ,5 That portion of the reasonable travel and subsistence expenses of the Construction Manager's personnel incurred while traveling in discharge of duties connected with the Work. § fi.1.fi MISCELLANEOUS COSTS .1 That portion directly attributable to this Contract of premiums for insurance and bonds. (!f charges.fnrseif-insurance are to be included, specify the basis of reimbursement.) .7 Sales, use or similar taxes imposed by a governmental authority which are related to the Work and for which the Construction Manager is liable. .3 Fees and assessments for the building permit and far other permits, licenses and inspections for which the Construction Manager is required by the Contract Documents to pay. ,4 Fees of testing laboratories for tests required by the Contract Documents, except those related to nonconforming Work other than that for which payment is permitted by Section 6.1.8.2. AIA Document A121 T"CMC - 2003 and AGG Document 5G5. Copyright ~ 1991 and 2003 by The American Institute of Architects and The Associated 11) Init. General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be t prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:23:43 on 1 1 /1 512 00 7 under Order No.1000317133 1 which expires on 8/18!2008, and is not for resale. (3539139740) User Ngtes: .5 Royalties and license fees paid for the use of a particular design, process or product required by [he Cvntract Documents; the cost of defending suits or claims for infringement of patent or other intellectual property rights arising from such requirement by the Cvntract Documents; payments made in accordance with legal judgments against the Construction Manager resulting from such suits or claims and payments of settlements made with the Owner's consent; provided, however, that such costs of legal defenses, judgment and settlements shall not be included in the calculation of the Construction Manager's Fee or the Guaranteed Maximum Price and provided that such royalties, fees and costs are not excluded by the last sentence of Section 3.17.1 of A201TM-1997 or other provisions of the Contract Documents. .6 Data processing costs related to the Work. ,7 Deposits lost for causes other than [he Construction Manager's negligence or failure to fulfill a specific responsibility to the Owner set forth in this Agreement. .8 Legal, mediation and arbitration costs, other than those arising from disputes between the Owner and Construction Manager, reasonably incurred by the Construction Manager in the performance of the Work and with the Owner's written permission, which permission shall not be unreasonably withheld. .9 Expenses incurred in accordance with Construction Manager's standard personnel policy for relocation and temporary living allowances of personnel required for the Wvrk, incase it is necessary to relocate such personnel from distant locations. § 6.1.7 OTHER COSTS .1 Other costs incurred in the performance of the Work if and to the extent approved in advance in writing by the Owner. § 6.1.8 EMERGENCIES AND REPAIRS TO DAMAGED OR NONCONFORMING WORK The Cost of the Work shall also include costs described in Section b.l.lwhich are incurred by the Construction Manager: .1 In taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Section I O.b of A201 TM-] 997. .2 In repairing or correcting damaged or nonconforming Work executed by the Construction Manager or the Construction Manager's Subcontractors or suppliers, provided that such damaged yr nonconforming Wvrk was not caused by the negligence or failure to fulfill a specific responsibility to the Owner set forth in this agreement of the Construction Manager or the Construction Manager's foremen, engineers or superintendents, or other supervisory, administrative or managerial personnel of the Construction Manager, or the failure of the Construction Manager's personnel to supervise adequately the Work of the Subcontractors or suppliers, and only to the extent that the cost of repair or correction is not recoverable by the Construction Manager from insurance, Subcontractors or suppliers. § 6.1.9 The costs described in Sections 6.1.1 through 6.1.8 shall be included in the Cost of the Work notwithstanding any provision of AlA or A201"t°"'-1997 other Conditions of the Contract which may require the Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 6.2. § 6.2 COSTS NOT TO BE REIMBURSED § 6.2,1 The Cost of the Work shall not include: ,1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction Manager's principal office or offices other than the site office, except as specifically provided in Sections b.1.2.2 and 6.1.2.3. .2 Expenses of the Construction Manager's principal office and offices other than the site office, except as specifically provided in Section 6. I . .3 Overhead and general expenses, except as may be expressly included in Section 6.1, .4 The Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Work. .5 Rental costs of machinery and equipment, except as specifically provided in Section b.l .5.2. .6 Except as provided in Section 6.1.8.2, costs due to the negligence of the Construction Manager or tv the failure of the Construction Manger to fulfill a specific responsibility to the Owner set forth in this Agreement. Inst. AIA Document A121 ~"'CMc - 2003 and AGC Document 565. Copyright ®1991 and 20D3 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: Thls document Is protected by U.S. Copyright Law and International Treaties. 11 Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and wilt be / prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:23:43 on 11/15/2007 under order No.1 00031 71 33_1 which expires on 8/18!2008, and is not for resale. (3539139740) User Notes: .7 Coats incurred in the performance of Preconstruction Phase Services. .S Except as provided in Section b.l .7.1, any cost not specifically and expressly described in Section 6.1. .9 Costs which would cause the Guaranteed Maximum Price to be exceeded. § 6.3 DISCOUNTS, REBATES AND REFUNDS § 6.3.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (I) before making the payment, the Construction Manager included them in an Application for Payment and received payment therefor from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be secured. § 6.3.2 Amounts which accrue to the Owner in accordance with the provisions of Section 6.3.1 shall be credited to the Owner as a deduction from the Cost of the Work. § 6.4 ACCOUNTING RECORDS § 6.4.1 "I"he Construction Manager shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Contract; the accounting and control systems shall be satisfactory to the Uwner. The Uwner and the Owner's accountants shall be afforded access to the Construction Manager's records, books, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to [his Project, and the Construction Manager shall preserve these for a period of three years after final payment, or for such longer period as may be required by law. ARTICLE 7 CONSTRUCTION PWASE § 7.1 PROGRESS PAYMENTS § 7.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Construction Manager as provided below and elsewhere in the Contract Documents. § 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 7.1.3 Provided an Application for Payment is received by the Architect not later than the day of a month, the Owner shall make payment [v the Construction Manager not later than the day of the same month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than ( )days after the Architect receives the Application for Payment. § 7.1.4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached and any other evidence required by the Owner or Architect to demonstrate that cash disbursements already made by the Construction Manager on account of the Cost of the Work equal or exceed (1) progress payments already received by the Construction Manager; less (2) that portion of those payments attributable to the Construction Manager's Fee; plus (3) payrolls for the period covered by the present Application for Payment. § 7,1.5 Each Application for Payment shall be based upon the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Construction Manager's Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Construction Manager's Applications for Payment. § 7.1.6 Applications for Payment shall show the percentage completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed or (2) the percentage obtained by dividing AIA Document A121 TMCMc - 2003 and AGC Document 585. Copyright ~ 1991 and 2003 by The American Institute of Architects and The Associated Init. General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. 1 ~ Unauthorized reproduction or distribution of this document, or any parYlon of it, may result in severe civil and criminal penalties, and will be ~ prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:23:43 on 11!15/2007 under Order No.10D0317133._.1 which expires on 8/18/2008, and is not for resale. User Notes: (3539139740) (a) the expense which has actually been incurred by the Construction Manager on account of that portion of the Work for which the Construction Manager has made or intends W make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 7.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute may be included as provided in Section 7.3.8 of A2U1'`'M-1997, even though the Guaranteed Maximum Price has not yet been adjusted by Change Order. .2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing. ,3 Add the Construction Manager's Fee, less retainage of ( ). The Construction Manager's Fee shall be computed upon the Cost of the Work described in the two preceding Sections at the rate stated in Section 5.1.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, shall be an amount which bears the same ratio to that fixed-sum Fee as the Cost of the Work in the two preceding Sections bears to a reasonable estimate of the probable Cost of the Work upon its completion. .4 Subtract the aggregate of previous payments made by the Owner. .5 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's accountants in such documentation. .fi Subtract amounts, if any, for which the Architect has withheld or nullified a Certi>"icate for Payment as provided in Section 9.S of A2U1TM-1997. § 7.1.8 Except witT~e Q ~~~ And the Ce~nstruction Manager steal ag eeCUponSadmutually,acceptablenp oceduretforss than ( ). review and approval of payments and retention for subcontracts. § 7.1.9 Except with the Owner's prior approval, the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 7,1.10 In taking action on the Construction Manager's Applications for Payment, the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager and shall not be deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 7.1.4 or other supporting data, that the Architect has made exhaustive or continuous on-site inspections or that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's accountants acting in the sole interest of the Owner. § 7.2 FINAL PAYMENT § 7.2.1 Final payment shall be made by the Owner to the Construction Manager when (1) the Contract has been fully performed by the Construction Manager except for the Construction Manager's responsibility to correct nonconforming Work, as provided in Section 12.2.2 of A201TM-1997, and to satisfy other requirements, if any, which necessarily survive final payment; (2) a final Application for Payment and a final accounting for the Cost of the Work have been submitted by the Construction Manager and reviewed by the Owner's accountants; and (3) a final Certificate for Payment has then been issued by the Architect; such final payment shall be made by the Owner not more than 3U days after the issuance of the Architect's final Certificate for Payment, or as follows: § 7,2.2 The amount of the final payment shall be calculated as follows: AIA pdcument A121 T"'CMc - 2D03 and AGC Document 565. Copyright ®1991 andp 003 by Th~ American I'st„i Law and Internet onal T eatles.ed 1 Init. General Contractors of America. All rights reserved. WARNING: This document is rotected b U.S. Capy g Unauthorized reproduction or distribution of this document, ar any portion of it, may result In severe civil and criminal penalties, and will 6e ~ prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:23:43 on 1 111 5/2 007 under Order No.1000317133_t which expires on 8!18/2008, and is not for resale. (3539139740) User Notes: .1 fake the sum of the Cost of the Work substantiated by the Construction Manager's final accounting and the Construction Manager's Fee, but not more than the Guaranteed Maxirnutn Price. ,2 Subtract amounts, if any, for which the Architect withholds, in whole or in part, a final Certificate for Payment as provided in Section 9.5.1 of A201TM-1997 or other provisions of the Contract Documents. .3 Subtract the aggregate of previous payments made by the Owner. If the aggregate of previous payments made by the Owner exceeds the amount due the Construction Manager, the Construction Manager shall reimburse the difference to the Owner. § 7.2.3 The Owner's accountants will review and report in writing on the Construction Manager's final accounting within 30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such Cost of the Work as the Owner's accountants report to be substantiated by the Construction Manager's final accounting, and provided the other conditions of Section 7.2.1 have been met, the Architect will, within seven days after receipt of the written report of the Owner's accountants, either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding a certificate as provided in Section 9.5.1 of A201TM-1997 . The time periods stated in this Section 7.2 supersede those stated in Section 9.4.1 of A201TM-1997• § 7.2.41f the Owner's accountants report the Cost of the Work as substantiated by the Construction Manager's final. accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to proceed in accordance with Article 9 without a further decision of the Architect. Unless agreed to otherwise, a demand for mediation or arbitration of the disputed amount shall be made by the Construction Manager within 60 days after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment. Failure to make such demand within this 60-day period shall result in the substantiated amount reported by the Owner's accountants becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Architect's final Certificate for Payment. § 7.2.51f, subsequent to final payment and at the Owner's request, the Construction Manager incurs costs described in Section 6.1 and not excluded by Section h.2 (1) to correct nonconforming Work or (2) arising from the resolution of disputes, the Owner shall reimburse the Construction Manager such costs and the Construction Manager's Fee, if any, related thereto on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If the Construction Manager has participated in savings, the amount of such savings shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the Construction Manager. ARTICLE 8 INSURANCE AND BONDS § 8.1 INSURANCE REQUIRED OF TWE CONSTRUCTION MANAGER During both phases of the Project, the Construction Manager shall purchase and maintain insurance as set forth in Section 1 l .l of A201 TM-1997. Such insurance shall be written for not less than the following limits, or greater if required by law: § 8.1.1 Workers' Compensation and Employers' Liability meeting statutory limits mandated by state and federal laws. If (1) limits in excess of those required by statute are to be provided, or (2) the employer is not statutorily bound to obtain such insurance coverage or (3) additional coverages are required, additional coverages and limits for such insurance shall be as follows: See Addendum #1 to the Standard Form of Agreement Between Owner and Construction Manager AlA Document I A121CMc - 2003 § 8.1.2 Commercial General Liability including coverage for Premises-Operations, Independent Contractors' Protective, Products-Completed Operations, Contractual Liability, Personal Injury and Broad Form Property Damage (including coverage for Explosion, Collapse and Underground hazards): Each Occurrence General Aggregate Personal and Advertising Injury Products-Completed Operations Aggregate AIA Document A121 T""CMc - 20D3 and AGC Document 565. Copyright ®1991 and 2D03 by The American Institute of Architects and Tho Associated 14 Inst. General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be ! prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:23:43 on 1111512007 under Qrder No.100D317133 _1 which expires on 8/18!2008, and is not for resale. (3539139740) User Notes: .1 The policy shall be endorsed to have the General Aggregate apply to this Project only. ,2 Products and Completed Operations insurance shall be maintained for a minimum period of at least ( )year(s) after either 90 days following Substantial Completion or final payment, whichever is earlier. .3 The Contractual Liability insurance shall include coverage sufficient to meet the obligations in Section 3.1 S of A201.t.M-1997. § 8.1.3 Automobile l.~iability (owned, non-owned and hired vehicles) for bodily injury and property damage: Each Accident § 8.1.4 Other coverage: (If Umbrella Excess Liability coverage i.r required over the primary insurance or retention, insert the coverage limits. Commercial General Liability and Automobile Liability limits may he attained by individual policies or by a combination of primary policies and Umbrella and/or Excess Liability policies. /f Project Management Protective Liability Insurance is to be provided, state the limits here,) § 8.2 INSURANCE REQUIRED OF THE OWNER During both phases of the Project, the Owner shall purchase and maintain liability and property insurance, including waivers of subrogation, as set forth in Sections 11.2 and 1 1,4 of A201TM-1997. Such insurance shall be written for not less than the following limits, or greater if required by law: § 8,2,1 Property Insurance: Deductible Per Occurrence Aggregate Deductible § 8,2.2 Boiler and Machinery insurance with a limit of: (If not a blanket policy, list the objects to be insured.) § 8.3 PERFORMANCE BOND AND PAYMENT BOND § 8.3.1 The Construction Manager shall (Lnsert "shall" or "shall not") furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder, Bonds may be obtained through the Construction Manager's usual source, and the cost thereof shall be included in the Cost of the Work. 'The amount of each bond shall be equal to ( ) of the Contract Sum. § 8.3.2 The Construction Manager shall deliver the required bonds to the Owner at least three days before the commencement of any Work at the Project site. ARTICLE 9 MISCELLANEOUS PROVISIONS § 9.1 DISPUTE RESOLUTION § 9,1.1 During both the Preconstruc[ion and Construction Phases, Claims, disputes or other matters in question between the parties to this Agreement shall be resolved as provided in Sections 4.3 through 4.6 of A201TM-1997 except that, during the Preconstruction Phase, no decision by the Architect shall be a condition precedent to mediation or arbitration, § 9.2 OTHER PROVISIONS § 9.2.1 Unless otherwise noted, the terms used in this Agreement shall have the same meaning as those in A201TM- 1997, General Conditions of the Contract for Construction. § 9.2.2 EXTENT OF CONTRACT This Contract, which includes this Agreement and the other documents incorporated herein by reference, represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes al] prior Init. AIA Document A12t TMCMc - 2003 and AGC Document 565. Copyright ®1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document Is protected by U.S. Copyright Law and International Treaties. 15 Unauthorized reproduction or distribution of this document, or any portion of it, may result In severe civil and criminal penalties, and will be ~ prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:23:43 on 11/15/2007 under Order No.1000317133__1 which expires on 8!1812008, and is not For rosale. User Notes: (3539139740) negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and Construction Manager. If anything in any document incorporated into this Agreement is inconsistent with this Agreement, this Agreement shall govern, § 9.2.3 OWNERSHIP AND USE OF DOCUMENTS Article 1.6 of A201TM-1997 shall apply to both the Preconstruction and Construction Phases. § 9.2.4 GOVERNING LAW The Contract shall be governed by the law of the place where the Project is located. § 9.2.5 ASSIGNMENT The Owner and Construction Manager respectively bind themselves, their partners, successors, assigns and legal representatives to the ether party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2 of A201 TM-1997, neither party to [he Contract shall assign the Contract as a whole without written consent of the other, If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. ARTICLE 10 TERMINATION OR SUSPENSION § 10.1 TERMINATION PRIOR TO ESTABLISWING GUARANTEED MAXIMUM PRICE § 10.1.1 Prior to execution by both parties of Amendment No. 1 establishing the Guaranteed Maximum Price, the Owner may terminate this Contract at any time without cause, and the Construction Manager may terminate this Contract for any of the reasons described in Section 14,1, I of A201 TM-1997. § 10.1.2 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10.1 prior to commencement of the Construction Phase, the Construction Manager shall be equitably compensated for Preconstruction Phase Services performed prior to receipt of notice of termination; provided, however, that the compensation for such services shall not exceed the compensation set forth in Section 4.1.1. § 10.1.3 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10. ] after commencement of the Construction Phase, the Construction Manager shall, in addition to the compensation provided in Section 10.1.2, be paid an amount calculated as follows: .1 Take the Cost of the Work incurred by the Construction Manager. .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section S.l or, if the Construction Manager's Fee is stated as a fixed sum in that Section, an amount which bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion. .3 Subtract the aggregate of previous payments made by the Owner on account of the Construction Phase. The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager which the Owner elects to retain and which is not otherwise included in the Cost of the Work under Section 10.1.3.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. Subcontracts, purchase orders and rental agreements entered into by the Construction Manager with the Owner's written approval prior to the execution of Amendment No. 1 shall contain provisions permitting assignment to the Owner as described above. If the Owner accepts such assignment, the Owner shall reimburse or indemnify the Construction Manager with respect to all costs arising under the subcontract, purchase order or rental agreement except those which would not have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner elects not to accept the assignment of any subcontract, purchase order or rental agreement which would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager shall Inst. AIA Document A121'"'CMc - 2003 and AGC Document 565. Copyrlght ®1991 and 2003 by The American Instituto of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document Is protected by U.3. Copyrlght Law and International Treaties. 16 Unauthorized reproduction or distribution of this document, or any portion of Il, may result in severe civil and criminal penalties, and will be ~ prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:23:43 nn 11/15/2007 under Order No.1000317133_1 which expires on 8!18!2008, and is not for rosale. User Notes: (353913974q) Germinate such subcontract, purchase order or rental agreement and the Owner shall pay the Construction Manager the costs necessarily incurred by the Construction Manager by reason of such termination. § 10.2 TERMINATION SUBSEQUENT TO ESTABLISHING GUARANTEED MAXIMUM PRICE Subsequent to execution by both parties of Amendment No. 1, the Contract may be terminated as provided in Article 14 of A201TM-1997. § 10.2.1 In the event of such termination by the Owner, the amount payable to the Construction Manager pursuant to Section 14.1.3 of A201 TM-1997 shall not exceed the amount the Construction Manager would have been entitled to receive pursuant to Sections 10.1.2 and 10.1.3 of this Agreement. § 10.2,2 In the event of such termnation by the Construction Manager, the amount to be paid to the Construction Manager under Section 14.1.3 of A201TM-1997 shall not exceed the amount the Construction Manager would have been entitled to receive under Sections 10.1.2 and 10.1.3 above, except that the Construction Manager's Fee shall be calculated as if the Work had been fully completed by the Construction Manager, including a reasonable estimate of the Cost of the Work for Work not actually completed. § 10.3 SUSPENSION The Work may be suspended by the Owner as provided in Article 14 of A201 TM-1997; in such case, the Guaranteed Maximum Price, if established, shall be increased as provided in Section 14.3.2 of A201TM-1997 except that the term "cost of performance of the Contract" in that Section shall be understood to mean the Cost of the Work and the term "profit" shall be understood to mean the Construction Manager's Fee as described in Sections 5.1.1 and 5.3.4 of this Agreement. ARTICLE 11 OTHER CONDITIONS AND SERVICES See Addendum #1 to the Standard Form of Agreement Between Owner and Construction Manager AIA Document A12lCMc - 2003 This Agreement entered into as of the day and year first written above. OWN R (Signature) Chris 1Cukulski Cit 1Vlana er ~(Pri ed num ^ n title) Date C~ ATTE CON UCTION AN R~ /L ' tgnature) Derek Didriksen, Pro'ect Mana er (Pr~ tepd n6a~e~~itle) ~D A S Init. AIA Document A121 TMCMo -- 2003 and AGC Document 565. Copyright ©1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by V.S. Copyright Law and Inlernatlonal Treaties. ~ 7 Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be ~ prosecuted to the maximum extent passible under the law. This document was praducod by AIA software at 11:23:43 on 11/15!2007 under Ordar No.1000317133. 1 which expires on 8!1812008, and is not for resale. (3539139740) User Notes: Additions and Deletions Report for AIA®Documenf A121""CMc - 2003 and AGC Document 565 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to ar deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into ar constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 11:23:43 on 11115/2007. PAGE1 made as of the Eleventh day of October in the year of Two Thousand Seven Cit of Bozeman P.O. Box 1230 Bozeman. MT 59771 Dick Anderson Construction ]nc 705 Brid er Drive suite A Bozeman MT 5971 S Cit of Bozeman - Cit Hall 121 North Rouse Avenue Bozeman MT 5971 S Renovation of the old Librar buildin into the New Bozeman Cit Hall as Cit Staff Offices and an addition for the ex ended Commission Meetin Room. Comma-O Architecture. Inc_ 109 N Rouse Ave #1 Bozeman MT 59715 PLEASE NOTE: This document has been modified si nificantl b Addendum #1 to the Standard Form of A reement Between Owner and Construction Mana er AIA Document A121CMe - 203 which is attached herewith. Additions and Deletions Report far AIA Document A121 TMCMc - 2p03 and AGC Document 565. Copyright ®1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and 1 International Treaties. Unauthorized reproduction or distribution of This document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1123:43 on 11/15!2007 under Order No.10D0317133_1 which expires on 8!18!2008, and is not far resale. (353913974D) User Notes: TABLE OE CONTENTS PAGE 8 See Addendum #1 to the Standard Form of A reement Between Owner and Construction Mana er AIA Document A 121 CMc - 2003 per annum PAGE9 See Addendum #1 to the Standard Form of A reement Between Owner and Construction Mana er AIA Document A121CMc - 2003 PAGE 12 § 7.1.3 Provided an Application for Payment is received by the Architect not later than the day of a month, the Owner shall make payment to the Construction Manager not later than the day of the same month. if an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than ( )days after the Architect receives the Application for Payment. PAGE 14 See Addendum #1 to the Standard Form of A reement Between Owner and Construction Mana er AIA Document A 121 CMc - 2003 PAGE 15 § 8.3.1 The Construction Manager shall (Insert "shall" or "shall not") furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder. Bonds may be obtained through the Construction Manager's usual source, and the cost thereof shall be included in the shall be equal to ( ) of the Contract Sum. PAGE 17 Cost of the Work. The amount of each bond See Addendum #1 to the Standard Forrn of A reement Between Owner and Construction Mana er AIA Document A121CMc - 2003 Chris Kukulski, City Manager Derek Didriksen, Proiect Manager Additions and Deletions Report for AIA Document A121 TMCMe - 2003 and AGC Document 565. Copyright 4 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and 2 International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. this document was produced by AIA software at 1123:43 nn 1 111 5/2 00 7 under Order No.1000317133_1 which expires on 8!18/2008, and is not for resale. User Notes: (3539139740) Certification of Document's Authenticity AIA® Document D4p1 TM - 2pp3 I, $en Lloyd, hereby certify, to the best of my knowledge, information and belief, that i created the attached Final document simultaneously with its associated Additions and Deletions Report and this certification at 1 1:23:43 on 11/1 S/2007 under Order No. 1000317133_1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA` Document A121TMCMc - 2003 and AGC Document 565 -Standard Form of Agreement Between Owner and Construction Manager where the Construction Manager is Also the Constructor, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) / " ` Sy~s~.~ f' /4~7 (Title) ~~/tr-/p (noted) AIA Document D401 TM - 2003. Copyright ®1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AIA'" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of Il, ~ may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1123:43 on 11/15/2007 under Order No.1000317133 1 which expires on 8/18/2008, and is not for resale. User Notes: (3539139740) ADDENDUM #1 TO THE STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONSTRUCTION MANAGER AIA DOCUMENT A121 CMc - 2003 The following provisions modify, change, delete from or add to the agreement between Owner and Construction Manager, AIA Document A121 CMc, 2003 ("AIA Document A 121 "). Except where any article of the standard form is modified, or any paragraph, subparagraph or clause thereof is modified or deleted by this Addendum, the provisions of that article, paragraph, paragraphs or clause shall remain in effect. For purposes of this Project, the term Construction Manager, General Contractor Construction Manager ("GCCM") and. "Contractor" shall all zncan the Construction Manager identified in this contract. For purposes of this Project and this Agreement, and except where otherwise noted, the term "Subcontractors" shall mean any contractors, subcontractors, trade contractors, or other entities who are successful bidders in the competitive bidding processes conducted by the Owner and who are awarded contracts for construction work on this Project. 1.1 1.2 Delete in its entirety Subparagraph 1.2 and replace with the following: During the Construction Phase of this Project, the Construction Manager's responsibilities to the Owner shall be as set forth in this Addendum and in the 1997 Edition of the AIA Document A201, "General Conditions of the Contract for Construction," and the Supplementary Conditions, which are incorporated herein by reference (hereinafter collectively referred to as "AlA Document A201 "). For the Preconstruction Phase, or in the event that the Preconstruction and Construction Phases proceed concurrently, AIA Document A201 shall apply to the Preconstruction Phase only as specifically provided in this Agreement. The term Contractor as used in AIA Document A201 shall mean the Construction Manager. Add new Subparagraph to Article 1 as follows: 1.3 Preconstruction and Construction Phases of Work The Parties acknowledge and agree that the Construction Manager will provide services at the Preconstruction Phase, (which shall run through the Bidding Phase) and, if approved by the Owner, through the Construction Phase. The Parties agree and acknowledge that the Project will proceed with a phased or sequential bidding process and that portions of the Project may enter Construction Phase while other portions of the Project remain in the Preconstruction Phase. Until the Owner has given approval for use of the Construction Manager beyond the Preconstruction Phase of a phased or sequential portion of the Project, pursuant to Amendment No. 1 hereto or any subsequently numbered Amendment, the Construction Manager shall have the authority to provide services only through the Preconstruction Phase of that phased or sequential portion of the Project at the compensation set forth in Section X1.1.1. ADDENDUM NO. 1-B09F.MAN CITY HALL REMODEL PROJECT AlA A121/CMc-Page 1 2.1..6 Delete Subparagraph 2.1..6 in its entirety. 2.1 2.1.8 Replace the first sentence of Subparagraph 2.1.8 with the following: Except as may otherwise be provided herein, the Construction Manager does not warrant or guarantee estimates and schedules. It is understood that the Construction Manager/Architect team will invest substantial time before, during and after the bidding phase and that value engineering and minor scope changes to the design of the Project will frequently be necessary during the Preconstruction Phrase to protect and maintain the Owner's overall budget. It is recognized that neither the Owner nor the Construction Manager has control over the cost of labor, materials or equipment, competitive bidding, market or negotiating conditions. Accordingly, the Construction Manager cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of the Cost of Work or evaluation prepared by the Architect. Add new Subparagraph to Paragraph 2.1 as follows: 2.1.10 Overview of Services. Without assuming any responsibility for the design of the Work, the Construction Manager will, in addition to any other services set forth under Paragraph 2.1, provide the following Preconstruction services: .1 Consult with, advise, assist, and. provide recommendations to the Owner and Architect on all aspects of the planning and design of the Work. The Architect is, however, ultimately responsible for the design of the Work. .2 Provide information, estimates, and participate in decisions regarding construction materials, methods, systems, phasing, and costs to assist in determinations that are aimed at providing the highest quality building within the budget and schedule. .3 Review in-progress design documents and provide input and advise on construction feasibility, alternative materials, and availability of materials and equipment; Review completed design documents and suggest modifications to improve completeness and clarity. .4 Provide input regarding the current construction market bidding climate, status of key subcontract markets, etc.; Recommend division of work to facilitate bidding and award of trade contracts, considering such factors as bidding climate, improving or accelerating construction completion, minimizing trade jurisdictional disputes and related issues. ADDENDUM NO. 1-1.3oZEMAN CITY IIAI,I, REMnDEL PR07ECT AiA A121/CMe- Page ~ .5 Work with the Architect to develop and monitor the Project critical path schedule and recommend adjustments in the design documents or construction bid packaging to ensure completion of the Project in an expeditious manner, while addressing and meeting schedule requirements. .6 Prepare construction cost estimates for the project at appropriate times throughout the design phases of the work; Notify the Owner as soon as reasonably passible if the provided construction cost estimates appear to be exceeding the Owner's budget. .7 Work with the Owner and Architect to assist the Architect with its goal of achieving a building that will become LEED certified. .S Work with the Architect in order for the Architect to complete all design work in accordance with applicable government codes. .9 Attend a minimum of 3 meetings of the Required City Review Boards, at the Design Development, Construction Documents and Bidding Phase, as coordinated. with the Owner and Architect. .10 Assist the Architect in the submission of the Construction Documents to the specific state and local agencies having jurisdiction over the Project, including but not limited to review under § 20-6-622, MCA and in securing written approval from those agencies. .11 Work with the Architect in the preparation of the advertisements for bids, as well as the necessary forms, record of bidders, plan deposits, proposals and other bidding and construction documents, all subject to the Owner's approval prior to distribution to prospective bidders. The Construction Manager shall also work with the Architect to ensure that the bid specifications and Construction Documents contain the provisions required by Montana law concerning prevailing wage (§ § l $-2403 and 1$-2-422, MCA; ARM 24.16.9005), resident hiring preference (§ 18-2-403, MCA), nondiscrimination (§49-3-207, MCA), bid security (§ 18-2-302, MCA), posting of wages and maintenance of records (~ § 18-2-406 and 422, MCA, as amended) and all other provisions required by Montana and Federal law for public contracting .12 Assist the Owner and. Architect in determining the number and nature of the bid packages to be placed. for bid, open the bids on behalf of the Owner at a public meeting an school premises and following a review of the bids conducted with the Architect, assist the Architect in the preparation of a written bid. analysis for presentation to the Owner, along with supporting documentation. ADDENDUM NO. 1-807.F.MAN CITY HALL REMODEL PROJECT AlA A121/CMc-Page 3 .13 Work with the Architect to require that all contracts for construction contain requirements that the Subcontractors provide operations manuals and adequate training and support for the Owner in the operation of mechanical, electrical, heating and air conditioning systems installed by the Subcontractor. .14 Act as the advisor to and agent of the Owner. 2.1.11 Additional Pre-Construction Phase Responsibilities. The Construction Manager will work with the Architect in the preparation of the bidding information, which must be approved by the Owner before distribution to prospective bidders. Construction will not commence until plans and specifications have been submitted. to and approved. by the City of Bozeman. Plans and specifications must show in detail the proposed construction and indicate conformity with the applicable building code. (see X20-2-622, MCA.) 2.2 2.2.1 Replace Subparagraph 2.2.1 in its entirety with the following: At the end of the Bidding Fhase, the Construction Manager shall propose, in writing, a guaranteed maximum price (GMP) in the form of Amendment No. 1, attached hereto. The GMP shall be calculated by adding: (i) the sum of all of the awarded contracts far the Work; (ii) the Construction Manager's Reimbursable Direct Job Costs; (iii) the Construction Manager's Fee; and (iv) the Construction Contingency. The Construction Manager's fee shall be calculated. by adding the sum of all of the awarded contracts for the Work to the Construction Manager's Reimbursable Direct Job Costs, and multiplying that sum by S.5%. The Owner shall have the :right to pay Reimbursable Direct Job Casts directly where feasible, thereby reducing the overall GMP. If the GMP proposal exceeds the Construction Manager's most recent approved cost estimate relating to a portion of the construction work, the Construction Manager shall work with the Architect to bring the project within the approved cost estimate. The Construction Manager's Fee shall be established in accordance with Article 5, as amended. If the proposed. GMP is acceptable, the Owner shall, within ten (10) days, approve Amendment No. 1 and issue a Notice to Proceed to the Construction Manager indicating its approval of the GMP and its decision to utilize the Construction Manager throughout the Construction Phase of that portion of the Project. Bids for construction work shall be formally awarded by the Construction Manager after the Construction Manager receives the Native to Proceed. and shall be awarded an behalf of the Alll]h;NOLJM NO. 1-BOZEMAN CITY HALL RtiMOlll~:L PRQJECT AIA A121/CMe- Page 4 Owner to the lowest responsible and responsive bidder in accordance with Montana Law. Any bid for construction work far which the Constructian Manager is the lowest responsible and responsive bidder shall be awarded by the Owner to the Construction Manager and shall constitute a contract between the Owner and Construction Manager and the Construction Manager shall be the guarantor of such contract under the provisions of this Agreement relating to the GMP. 2.2.2 Delete Subparagraph 2.2.2 in its entirety. 2.2.3 Replace Subparagraph 2.2.3 with the following: The Owner shall rrTaintain the construction contingency and this cost shall not be included as part of the Construction Managers GMP. 2.2.4 Delete Subparagraph 2.2.4 in its entirety. Add the following new Subparagraphs to Paragraph 2.2: 2.2.11 If, after executing Amendment No. 1, the parties agree to change the total sum of the GMP, bath parties shall sign a new, sequentially numbered, amendment in the form of Amendment No. 1, evidencing their agreement to change the total sum of the GMP. The GMP shall be amended only in the event of a Change in the Scope of Work, and any amendment to the GMP shall be limited to the actual, substantiated increase or decrease in the Cost of Work caused thereby plus or minus the Construction Manager's fee specified in Section 5.1.1. .1 A Chang=e in Scope means a change to the Project that is initiated, requested or approved by the Owner and (a) involves a change to a design, schedule or procurement previously approved by the Owner; or (b) expands, enlarges or diminishes the Scope of the Work and. the nature, quantity, scope or quality of the Construction Manager's work and services; or (c) is approved by the Owner in writing as a Change in Scope. A Change in Scope may result in an increase or decrease to the GMP, an increase or decrease to the Project's Contract Time or a combination of the two. .2 To effectuate a Change in Scope, either the Owner may initiate the Change or the Construction Manager shall notify the Owner and Architect in writing if it believes it is entitled: (a) to an increase in the GMP, or (b) to an extension in the Contract Time, or (c) to a combination of the two. .3 The Construction Manager's failure to provide the Owner with written notice of a proposed Change in Scope within the 34 calendar days of the event giving rise to the Construction Manager's claim shall mean that the Construction Manager has waived any Claim arising therefrom and the Construction Manager shall perform all work associated with the alleged Change in Scope at issue without an increase in the GMP or the Contract Time, and without use of the Construction Contingency Account. AT)T)h:N DLJM NO. I BOZEMAN CI'T'Y HALL REMODEL PROJECT AIA A121 /CMc-Page 5 Contracts far specific work with the Construction Manager where the Construction Manager is the lowest bidder. All such direct contracts with the Construction Manager are guaranteed by the Construction Manager's GM P and shall be treated in the same fashion as other subcontracts for all purposes except as otherwise noted herein or expressly stated in the contracts themselves. 2.3.1.2.2 The Construction Manager shall be directly obligated to the Owner for the administration and performance of the Work under all of the contracts referenced in Subparagraph 2.3.1.2.1. 2.3.1.2.3 The Construction Manager may undertake construction work with the Construction Manager's own forces only under the following conditions: (1) such work is publicly bid according to the invitations to bid and requirements of state law; (2) the Construction Manager is the lowest responsive and responsible bidder for the work as confirmed by the Architect and. Owner. 2.3.2.1 Delete the third sentence of Section 2.3.2.1 and insert a new third sentence as follows: The Owner will determine, with the advice of the Construction Manager, which bids will be accepted; provided however, the Construction Manager, at its sole discretion, may require that any bidder provide full performance and payments bonds as a condition precedent to any work being awarded to such bidder. 2.3.2.3 Replace Subparagraph 2.3.2.3 in its entirety with the following: Subcontracts and agreements with suppliers furnishing material or equipment fabricated to a special design shall conform to the payment provisions of Subparagraphs 7.1.8 and 7.1.9. 2.3.2.5 Replace Subparagraph 2.3.2.5 in its entirety with the following: The Construction. Manager shall prepare a schedule in accordance with Paragraph 3.10 of AlA Document A201, including the Owner's occupancy requirements. 2.3.2.6 Replace Subparagraph 2.3.2.6 in its entirety with the following: The Construction Manager shall record the progress of the Project and shall submit monthly written progress reports to the Owner and Architect including information on each Subcontractor's Work, as well as the entire Project, showing percentages of completion. The Construction Manager shall keep a daily log containing a record of weather, each Subcontractor's Work on the site, number of workers, identification of equipment, Work accomplished, problems encountered, and other similar data as the Owner may require. The log shall be available to the Owner and Architect. Add. the following new Subparagraphs to Subparagraph 2.3.2: 2.3.2.8 The Construction .Manager shall, on behalf of the Owner, execute and enter into all contracts with Subcontractors anal shall ensure that the contracts contain all provisions required by law, including, but not limited to, compliance with provisions addressing prevailing wages (§ 1.8-2-403, 422, MCA); Montana residential preferences (§ 18-2-403, MCA), nondiscrimination (§49-3-207, MCA), and maintenance of records requirements (§ 18-2-406 and 422, MCA, as amended). (See generally Article 2.1.10(11) above). ADDENDUM NO. 1-RO/.h:MAN CITY HALL REMODEL PR07ECT AIA A121/CMc- Pale 7 2.2.12 After receiving the Construction Manager's notice as provided in Section 2.2.11, the Owner may request that the Construction Manager prepare and submit specific comments, recommendations and alternatives for modifying the Project to fit within the GMF and Completion Date(s). 2.2.13 Within 30 calendar days of receiving the Construction Manager's notice as provided in Section 2.2.11 or after receiving the Construction Manager's comments, recommendations or alternatives as provided in Section 2.2.12, whichever is later, the Owner shall exercise one of the following options: (a) agree with the Construction Manager's request to increase the GMP or the Contract Time, or both, as requested in the Construction. Manager's written notice; or (b) accept only a portion of the Construction Manager's request to increase the GMF or the Contract Time or both; or (c) reject the Construction Manager's request for an increase to the GMP and the Contract Time or both and direct the Construction Manager to proceed. with the Work. In the event the Owner refuses to agree with the Construction Manager's request to increase the GMP or the Contract Time, or both, in whole or in part, and notwithstanding any provision of the Contract Documents to the contrary, the Construction Manager may pursue a claim for an increase in the GMP or the Contract Time, or both, in accordance with the procedure provided AIA Document A201-1997, including Articles 4 and 7 thereof. 2.3 2.3.1.1 Replace subparagraph 2.3.1.1 in its entirety with the following: The Construction Phase with respect to any portion of the Project shall commence no later than the date of the issuance of the Notice to Proceed. Add the following new Subparagraphs to Paragraph 2.3: 2.3.1.2 During the Construction Phase of any portion of the Project, the Construction Manager's obligations to the Owner, in addition to those set forth herein, shall generally be as set forth in AIA Document A201 and the supplement conditions thereto, and shall specifically include the performance of general and comprehensive oversight of the Froject on behalf of the Owner. The Construction Manager shall, on behalf of the Owner, enter into contracts with Subcontractors that shall be subject to AIA Document A201, and the supplemental conditions thereto, agreed upon by the Owner, Architect and Construction Manager. Such documents shall become part afthe Contract Documents governing the Work. 2.3.1.2.1 The Construction Manager shall, on behalf of the Owner, enter into contracts in accordance with Paragraph 2.2.1 above for the performance of the Work with all successful, responsive, and responsible bidders in the competitive bidding process Conducted by the Owner In accordance with Section 2.2.1, the Owner will enter into the ADDENDUM NO. 1-1307.EMAN Cl'1'Y l IAI,L REMODEL PROJlC'1' AiA A121/CMc- Yage E The Construction Manager will conform to the provisions of ~ 15-50-206, MCA, requiring the withholding of 1 % of all payments due the Subcontractors. For each contract, the Construction Manager will file the necessary forms, including the Form PC-1 and related forms, with the Montana Department of Revenue containing the information set forth in ARM 42.31.2121, within 10 days of the award of the contract. The Construction Manager will copy the Owner with all filings and transmittals made with or to the Department of Revenue in fulfillment of its obligations under this provision. 2.3.2.9 Utilizing the construction schedules provided by the various Subcontractors, the Construction Manager shall update the Project construction schedule incorporating the activities of the Subcontractors on the Project, including activity sequences and durations, allocation of labor and materials, and delivery ofproducts requiring long-lead time and procurement. The Construction Manager shall maintain Shop Drawings, Product Data and Samples and other submittal material from the Subcontractors in a separate tabular schedule. The Project construction schedule shall include the Owner's occupancy requirements showing portions of the Project having occupancy priority. The Construction Manager shall update and reissue the Project Construction schedule as required to show current conditions. if an update indicates that the previously approved Project construction schedule may not be met, the Construction Manager shall recommend corrective action to the Owner and Architect. 2.3.2.10 Consistent with the various bidding documents and utilizing information from the Subcontractors, the Construction Manager shall coordinate the sequence of construction and the assigning of space in areas where the Subcontractors are performing Work. 2.3.2.11 The Construction Manager shall determine in general that the Work of each Subcontractor is being performed in accordance with the requirements of the Contract Documents to guard the Owner against defects and deficiencies in the Work. As appropriate, the Construction Manager shall have the authority, upon written authorization from the Owner, to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such. Work is fabricated., installed or completed. The Construction Manager, in consultation with the Architect, may reject Work that does not conform to the requirements of the Contract Documents. 2.3.2.12 The Construction Manager shall schedule and coordinate the sequence of construction in accordance with the Contract Documents and the latest approved Project construction schedule, as well as schedule and coordinate any outside inspections required by law so as to avoid unnecessary delays. 2.3.2.13 The Construction Manager shall arrange for the delivery, storage, protection and security of Owner purchased materials, systems and equipment that are part of the Project until such items are incorporated into the Project, if such materials, systems and equipment are identified in the plans and specifications. 2.3.2.14 The Construction Manager shall review requests for changes, assist in negotiating ADDENDUM NO. I-BOZ,EMAN CI'T'Y I IALL REMODEL PR07ECT AIA A121/CMe- Page S the Subcontractor's proposals, submit recommendations to the Architect and Owner and, if they are accepted, prepare Change Orders and Construction Change Directives which incorporate the Architect's modifications to the Documents. 2.3.2.15 In collaboration with the Architect, the Construction Manager shall establish and implcannent procedures for expediting the processing and. approval of Shop Drawings, Product Data, Samples and other submittals. The Construction Manager shall review all Shop Drawings, Product Data, Samples and other submittals from the Subcontractors, The Construction Manager shall coordinate submittals with information contained in related documents and simultaneously transmit to the Architect and Owner those that have been approved by the Construction Manager. The Construction Manager's actions shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner or Subcontractors. 2.3.2.16 The Construction Manager shall maintain at the Project site for the Owner one record copy of all Contracts, Drawings, Specifications, addenda, Change Orders and other Modifications, in good order and marked currently to record changes and selections made during construction, and in addition, approved Shop Drawings, Product Data, Samples and. similar required submittals. The Construction Manager shall maintain records, in duplicate, of principal building layout lines, elevations of the bottom of the footings, floor levels and key site elevations certified by a qualified surveyor or professional engineer. The Construction Manager shall make all such records and record Drawings available to the Architect and. upon completion of the Project shall deliver them to the Owner. 2.3.2.17 With the Architect and the Owner's maintenance personnel, the Construction Manager shall conduct the final testing and start-up of utilities, operating systems and equipment. 2.3.2.18 When the Construction Manager considers each Subcontractor's Work or designated portion thereof substantially complete, the Construction Manager shall notify the Architect. The Construction Manager shall assist the Architect in conducting inspections to determine whether the Work or designated portion thereof is substantially complete. 2.3.2.19 The Construction Manager shall coordinate and administer any required correction and completion of the Work. Following issuance of a Certificate of Substantial Completion of the Work or a designated portion thereof, the Construction Manager shall evaluate the completion of the Work of the Subcontractors and make recommendations to the Architect when Work is ready for final inspection. The Construction Manager shall assist the Architect in making final inspections. 2.3.2.20 The Construction Manager shall, accompanied by the Architect and a representative of the Owner, make the following inspections per agreed dates an the schedule. "Substantial Completion" _ to determine that building systems are operational but not necessarily balanced., flooring is installed and walls painted, that all furnishings and other materials will be able to be staged in classrooms and offices. "Balance" - to determine that all building systems will be balanced, all trim and cabinetry will be installed, the spaces will be completed and ready for ADUENUi7M NO. 1 ---BOZGMAN Cl'i'Y HALL REMODEL PROJECT AiA A121/CMe- Page 9 staged materials to be unpacked and the rooms put into use, the gryrnnasium will be completed and all autside hard surfaces will be fully completed. "Final" --- to determine that all outside landscaping shall be completed and all punch list items for minor adjustments and repairs shall be completed. "Warranty" -such inspection shall be made approximately eleven months after Substantial Completion and acceptance of the Wark. These inspections maybe at different times for different portions of the Work. The Construction Manager shall assist the Architect in determining whether the Work has been. completed in accordance with the Contract Documents and shall assist the Architect in endeavoring to see that any remedial work found to be necessary is performed in a satisfactory and workmanlike manner by the Subcontractor responsible for the same. 2.3.2.21 The Construction Manager shall secure and transmit to the Architect all warranties and similar submittals required by the Contract Documents for delivery to the Owner and deliver all keys, manuals, record drawings and maintenance stocks to the Owner. The Construction Manager shall forward to the Architect a final. Project Application for Payment upon compliance with the requirements of the Contract Documents. 2.5 .5 Insert the following after the first sentence of Subparagraph 2.5 with the following: Except as otherwise provided, the Owner, Construction Manager and Architect shall then proceed in the manner described in Article 10 of AIA Document A201. The Owner shall be responsible for obtaining the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Construction Manager and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. The Construction Manager shall assist the Owner in procuring the services of persons or entities to perform tests verifying the presence or absence of such material or substance ar to perform the task of removal or safe containment of such material or substance. 4.1 4.1.1 Replace Subparagraph 4.1.1 in its entirety with the following: For the Construction. Manager's services during the Preconstruction phase, the Construction Manager shall be paid the fixed sum of $8,500.00 and the Construction Manager will keep a log of services rendered during this period 4.1.2 Delete Subparagraph 4.1.2 in its entirety. 4.1.3 Delete Subparagraph 4.1.3 in its entirety. 4.2.1 Add the following to Subparagraph 4.2.1: Payments are due and payable pursuant to §28-2-21.01 et seq., MCA, which provides, in part, ADDENDUM NO. 1-130GEMAN CITY HAi,I, REMODEL PROJECT AIA A121/CMc- Yage 1~ that a contractor's request for payment is considered approved by the owner 21 days after receipt of the request by the Owner or the person designated in the contract by the Owner to receive the payment request unless, prior to that time, the Owner provides the contractor with a written statement containing specific items in the request far payment that are being disapproved by the Owner. If the Owner approves all ar a portion of a contractor's request for payment as provided in the statute, the Owner shall pay the contractor the approved amount within 7 days after contractor's request for payment is approved. 4.2.2 Delete Subparagraph 4.2.2 in its entirety. 5.1 5.1.1 Replace Subparagraph 5.1.1 in its entirety with the following: For the Construction Manager's services during the Construction Phase, the Construction Manager's Fee shall be 5.5% ofthe sum of all of the awarded contracts for the Work plus the Construction Manager's Reimbursable Direct Job Costs as defined in Subparagraph 2.2.1 above, less any credit amount under Subparagraph 4.1.1 above The Owner shall in no event be obligated to the Construction Manager far more than the amaunt set forth in this Subparagraph 5.1.1 for Construction Phase fees in connection with this Froject. Notwithstanding any other provisions in the Contract Documents, the basis for computing the Construction Manager's compensation under this paragraph shall specifically not include any increased. contract sums necessitated by changes in the work, increased costs, or costs approved for any other reason, except as provided by Sections 2.2.11 and 2.2.12. 5.2 5.2.1 Replace Subparagraph 5.2.1 in its entirety with the following: The sum of the Cost of the Work as defined in Subparagraph 6.1.1 below, together with the Construction Manager's Fee, is guaranteed by the Construction Manager not to exceed the Guaranteed Maximum Price provided in Amendment No. 1 or any sequentially numbered Amendment, subject only to additions approved in accordance with this Agreement and the General and Supplemental Conditions made a part hereof. Such maximum sum as adjusted by approved changes in the Work is referred to herein as the adjusted Guaranteed Maximum Price. Any casts or expenses that cause the adjusted Guaranteed Maximum Price to be exceeded shall be the sole responsibility of and paid by the Construction Manager without reimbursement by the Owner except as provided in Section 2.2.11 and 2.212. 5.3 5.3.2 Replace Subparagraph 5.3.2 in its entirety with the following: In calculating adjustments to Subcontracts, the terms "cost" and "fee" as used in Subparagraph 7.3.3.3 of AIA Document A201 and. the terms "cost" and "a reasonable allowance far overhead and profit" as used in Subparagraph 7.3.6 of AIA Document A201 shall have the meanings assigned to them in that document and shall not be modified by this Article 5. The Construction Manager's fee and/or overhead and profit shall not be increased ADDENDUM NO. 1-I302FMAN C..iTY HAi,i., REMODEL PROJLC'1' AlA A121/CMc-Page 11 based on changes to the work except as specifically provided in Section 5.1.1, where the Owner requests material changes which are outside the scope of the Project. 5.3.3 Delete Subparagraph 5.3.3 in its entirety. 5.3.4 Delete Subparagraph 5.3.4 in its entirety. 6.1 6.1.1 Replace Subparagraph 6.1.1 in its entirety with the following: The term "Cost of the Work" shall mean the aggregate total of all Subcontracts competitively solicited and awarded for construction work in connection with the Project, including any contracts competitively solicited and awarded to the Construction Manager for construction work in connection with the Project, and Reimbursable Direct Job Costs defined on Exhibit A. In the event inconsistency between any Contract Document and Exhibit A, Exhibit A shall govern. b.1.2 Delete Subparagraph 6.1.2 in its entirety. b.1.3 Delete Subparagraph 6.1.3 in its entirety. 6.1.4 Delete Subparagraph 6.1.4 in its entirety. 6.1.5 Delete Subparagraph 6.1.5 in its entirety. 6.1.6 Delete Subparagraph 6.1.6 in its entirety. G.1.7 Delete Subparagraph 6.1.7 in its entirety. 6.1.8 Delete Subparagraph 6.1.8 in its entirety. 6.1.9 Delete Subparagraph 6.1.9 in its entirety. 6.2 6.2.1 Delete Subparagraph 6.2.1 in its entirety. 6.4 x.4.1 Add the following to Paragraph 6.4.1 after tlae first sentence: The Construction Manager shall maintain records for all subcontracts, change orders and scope of Work changes resulting from all Subcontractors. ADDCNDUM NU. I-I?07HMAN CITY HALL REMODEL PROJECT AIA A121/C.`Mc- Page 12 7.1 7.1.1 Delete the words "on account of the Contract Sum" fram the first sentence of Subparagraph 7.1.1. 7.1.3 Replace Subparagraph 7.1.3 in its entirety with the following: Progress payments are due and payable pursuant to §28-2-2101 et seq., MCA, which pravides, in part, that a contractor's request for payment is considered. approved by the Owner 21 days after receipt of the request by the Owner or the person designated in the contract by the Owner to receive the payment request unless, prior to that time, the Owner provides the contractor with a written statement containing specific items in the request for payment that are being disapproved by the Owner. 1f the Owner approves all or a portion of a contractor's request for payment as provided in the statute, the Owner shall pay the contractor the approved amount within 7 days after contractor's request for payment is approved. Replace Subparagraph 7.1.8 in its entirety with following: 7.1.8 After the words "retainage of in the first sentence of Subparagraph 7.1.7.3, insert the words "five percent (5%)". All retainage amounts under this provision shall be placed in an interest-bearing account by the Owner in the name of both parties in accordance with Montana law. The interest from that account shall be payable to the Construction Manager as it is accrued. The payment of the escrow account shall be made to the Construction Manager simultaneously with the final payment, less only such amount as may reasonably be necessary to correct any identified deficiency in the Work in accordance with Sections 2$-2-2101, et seq, of the Montana Code Annotated. Except with the Owner's prior approval, payments to Subcontractors shall be subject to retention of not less than five percent (5%). Add the following new Subparagraphs to Subparagraph 7.1: 7.1.11 The Construction Manager shall develop and implement procedures for the timely review and processing of applications far payment by Subcontractors for progress and final payments. 7.1.12 Based on the Construction Manager's observations and evaluations of each Subcontractor's application for payment, the Construction Manager shall review and certify the amounts due the respective Subcontractors and shall incorporate such certified. amounts into the Application for Payment developed under Subparagraph 7.1.5 above. 7.1.13 The Construction Manager's certification for payment shall constitute a representation to the Owner, based on the Construction Manager's determinations at the site and. on the data comprising the Subcontractor's applications for payment, that, to the best of the Construction Manager's knowledge, information and. belief, the Work has progressed to the point indicated and the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract AI)Uh:ND[IM NO. 1-BOlh:MAN CITY HALL RHMpI)F..L PR07ECT AlA A121/CMc- Page ~ 3 Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by the Construction Manager in writing. The issuance of a Certificate for Payment shall further constitute a representation that the various Subcontractors are entitled to payment in the amount certified. 7.2 7.2.1 Replace Subparagraph 7.2.1 in its entirety with the following: Except as may otherwise be provided herein, final payment shall be made by the Owner to the Construction Manager when (1) this Agreement has been fully performed by the Construction Manager and all Work completed by the Subcontractors, except for their respective responsibilities to (a) correct nonconforming Work as provided in AIA Document A201 and (b) satisfy other requirements, if any, which necessarily survive final payment; (2) a final Application for Payment and a heal accounting for the Cast of the Work and General Condition Expenses have been submitted by the Construction Manager and reviewed by the Owner and/ar its accountants; and (3) a final Certificate for Payment has then been issued by the Architect. Such final payment shall be made pursuant to §28-2-2101 et seq., MCA. 7.2.1 Replace Subparagraph 7.2.4 in its entirety with the following: If the Owner's accountants report the Cost of the Work and AIA Document A201 Expenses as substantiated by the Construction Manager's final accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to proceed to resolve such dispute under Article 9 or as otherwise provided herein without a further decision of the Architect. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified. in the Architect's final Certificate for Payment. 7.2.5 Delete Subparagraph 7.2.5 in its entirety. S.1 8.1.1 Replace Subparagraph 8.1.1 in its entirety with the following: Without limiting any of the other obligations ar liabilities of the Construction Manager, the Construction Manager shall secure and maintain such insurance from an admitted insurance company (or companies) authorized to write insurance in the State of Montana, with a minimum "A.M. Best Rating" of A, as will protect himself, his subcontractors, the Owner and the Architect/Engineer and their respective agents and employees from claims far bodily injury, death, or property damage which may arise from operations and completed operations under this Agreement. Such coverage shall be written for claims arising out of all premises/operations, and all liability assumed by the Construction Manager under any contract or agreement. Construction Manager shall not commence work under this Agreement until such insurance has been obtained and certificates of insurance, with binders, or certified. copies of the insurance policy, shall have been filed with the Owner and the Architect/Engineer. ADDENDUM NO. 1-130%R,MAN CITY HALL REMODEL PROJECT AIA A121/CMc- Page 14 All insurance coverages shall remain in effect throughout the life of the Agreement, except that the Construction Manager shall maintain the Commercial General Liability coverage for a period of at least one year following the substantial completion date for property damage resulting from occurrences during the agreement period. Each insurance policy shall contain a clause providing that rt will not be cancelled by the insurance company without 45 days written notice to the Owner and Architect/Engineer of intention to cancel. Owner and Architect/Engineer are to be added as additional insureds under the General Liability Coverages. However, the Owner and the Construction Manager understand that the insurance coverage procured by the Construction Manager shall not provide coverage for design related liabilities, it being the responsibility of the Architect to provide for the same. Certificates of Insurance shall be provided. identifying such interests. The minimum amount of such primary insurance coverages shall be as follows: .1 Commercial General Liability -Occurrence Form Bodily Injury and Property Damage: $1,000,000.00 per occurrence $2,000,000.00 General Aggregate $2,000,000,00 Products and Completed Operations Aggregate Coverage to include: Premises Operations Products Completed. Operations Contractual Liability Operations of Independent Contractors Personal Injury Broad Form Property Damage Deductible: Not more than $5,000.00 per occurrence on property damage. .2 Automobile Liability-Combined Single Limit Combined Single Limits: $1,000,000.00 each accident Uninsured /Underinsured Motorist Limits: $1,000,000.00. Bodily Injury and. Property Damage: Coverage to include: All owned autos All hired autos All non-owned autos .3 Umbrella or Excess Insurance Per Occurrence Limit : $5,000,000.00 Annual Aggregate Limit: $5,000,000.00 A[)1)k,ND~JM N0. 1-BpZEMAN CITY HALL REMODEL PROJECT AIA A121/CMc- Nage X S This coverage to apply to the commercial general liability and the automobile liability. Total limit of liability coverage requested is $5,000,000 and can be made up of a combination of the primary and the umbrella or excess insurance coverage. .4 Workers' Compensation Occupational Injury and. Disease Statutory Employer's Liability: These requirements may be written with General Liability Policy by endorsement if unavailable from Workers' Compensation carrier. 8.1.2 Delete Subparagraph 8.1.2 in its entirety. 8.1.3 Delete Subparagraph 8.1.3 in its entirety. 8.1.4 Delete Subparagraph 8.1.4 in its entirety. 8.2 8.2 Replace in its entirety with the following: During both phases of the Project, The Owner will maintain liability and property insurance with the City's insurance carrier at the recommended carrier's levels. 8.3 8.3.1 Replace Subparagraph 8.3.1 in its entirety with the following: The Construction Manager shall furnish bonds covering the faithful performance of this contract and all contracts competitively solicited and awarded for construction work in connection with the Project and payment of all obligations arising thereunder, including labor and materials. Bonds maybe obtained through the Construction Manager's usual source and the cost thereof shall be included in the Cost of the Work. The amount of each bond shall be equal to 100% of the Contract Sum of this contract and any and all contracts competitively solicited and awarded far construction work in connection with the Project. Both the Construction Manager and the Owner shall be listed as obligees on the payment and performance bonds. 9.1 9.1.1 Replace Subparagraph 9.1.1 in its entirety with the following: During both the Preconstruction and Construction Phases, Claims, disputes or other matters in question between the parties to this Agreement shall be resolved as provided in Sections 4.3 through 4.6 in AIA Document A201, except that, during the Preconstruction Phase, no decision by the Architect shall be a condition precedent to mediation. ADDENDiJM NO. l-BOZEMAN CITY A IALL, REMODEL PR07ECT AIA A121/CNIc- Page 1 f) 9.2 9.2.1 Replace Subparagraph 9.2.1 in its entirety with the following: Unless otherwise noted. or unless otherwise inconsistent with their intended meaning in this Agreement, tlae terms used in this Agreement shall have the same meaning as those in the AIA Document A201. 9.2.2 Replace Subparagraph. 9.2.2 in its entirety with the following: This contract, which includes this Agreement, its Addendum, its Amendments and the other documents incorporated herein by reference, represents the entire and integrated Agreement between the Owner and Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement and its Addendum maybe amended only by written instrument signed by both the Owner and the Construction Manager. If any document incorporated into this Agreement or its Addendum is inconsistent with either, this Agreement and its Addendum shall govern, 10.1 10.1.1 Replace Subparagraph 10.1..1. in its entirety with the following: During the Preconstruction Phase, the Owner may terminate this Agreement at any time without cause, and the Construction Manager may terminate this Agreement for any of the reasons described in Subparagraph 14.1..1 of AlA Document A201. 10.1.2 Replace Subparagraph 10.1.2 in its entirety with the following: If the Owner or Construction Manager terminates this Agreement pursuant to Subparagraph10.1.1 above prior to the commencement of the Construction Phase, the Construction Manager shall be equitably compensated for Preconstruction Fhase services performed prior to receipt of notice of termination; provided, however, that the compensation for such services shall not exceed the compensation set forth in Subparagraph 4.1.1. ]0.1.3 Replace Subparagraph 10.1.3 in its entirety with the following: After commencement of the Construction Phase, the Construction Manager may terminate this Agreement for any of the reasons set forth in and pursuant to Subparagraph 14.1 of AIA Document A201. The Owner may terminate this Agreement for any of the reasons set forth and pursuant to Subparagraphs 14.2 or 14.4 of AIA Document A201: 10.1.4 If the Owner or Construction Manager terminates this Agreement pursuant to Paragraph 10.1.3, the Construction Manager shall be entitled to compensation for services rendered prior to termination in an amount that bears the same ratio to the Construction Manager's total Fee as the amount of Work completed during the Construction Manager's period of Construction Fhase services bears to the total Cost ofthe Work. The aggregate of previous payments made by the Owner with respect to the Construction Manager's Fee shall AUUF.NDiJM NO. l BOZEMAN CITY FiALL REMODEL PROJECT AiA A121/CMe-Page 1 ~ be deducted from the figure arrived at through the above-referenced ratio. No amounts beyond amounts that are tied to actual work performed shall be paid. to the Construction Manager. 10.2 10.2.1 Delete Subparagraph 10.2.1. in its entirety. 10.2.2 Delete Subparagraph 10.2.2 in its entirety. 10.3 10.3 Replace Subparagraph 10.3 in its entirety with the following: The Work maybe suspended by the Owner as provided in Article 14 of AIA Document A201. Add Article 11 and the following Subparagraphs of Article 11: ARTICLE 1 ] 11.1 The Construction Manager shall itself comply with and shall ensure the compliance of the various Subcontractors with § 18w2-403, MCA in terms of giving preference to the employment of bona fide Montana residents in the work it performs under this Agreement and in paying the standard prevailing wage rate of wages, including travel allowance and fringe benefits, in effect and applicable to the operations that are conducted in performing the Work on this Project. The Construction Manager will properly classify its employees and ensure that the various Subcontractors properly classify their respective employees in accordance with the most recent Montana prevailing wage rates as established by the Montana Department of Labor prior to commencing operations under this Agreexent. A copy of the applicable prevailing wage rates are contained in the Project Manual and are expressly incorporated herein by reference. 11.2 No waiver of any breach of any one of the agreements, terms, conditions or covenants of this Agreement by the Owner or Construction Manager shall be deemed to imply or constitute a waiver of any other agreement, term, condition or covenant of this Agreement. The failure of either party to insist on strict performance of any agreement, term, condition or covenant herein set forth, shall not constitute or be construed as a waiver of the rights of either or the other thereafter to enforce any other default of such agreement, term, condition or covenant; neither shall such failure to insist upon strict performance be deemed sufficient grounds to enable either party to forego or subvert or otherwise disregard any other agreement, term, condition or covenant of this Agreement. 11.31E in any instance any provision hereof shall be determined to be invalid or unenforceable under any applicable law, such provision shall not apply in such instances, but the remaining provisions shall be given effect in accordance with their terms. 11.4 Any notices required or permitted under this Agreement or which any party elects to ADDENllUM NU. 1-I307F.MAN CITY HALL REMODEL PROJECT AlA A121/CMc- Yage 1 $ give shall be in writing and delivered either personally to the other party's authorized agent set forth below (or as changed by written notice); or by depositing such notice with the United States Postal Service, postage fully prepaid, to the person at the address set forth below; by certified mail, return receipt requested; or to such other address as either party may later designate in writing. Any notice given by mail as herein provided shall be deemed given when deposited in the United States mail: Owner: James Goehrung Director of Facility Services City of Bozeman P O Sox 1230 Bozeman, MT 59771 Construction Manager: Dick Anderson Construction, Tnc. Attn: Derek 705 Bridger Drive, Suite A Bozeman, MT 59715 11.5 This Agreement maybe executed in several counterparts, and each such counterpart shall be deemed an original. 11.6 Time is of the essence, and the Construction Manager agrees to proceed with the provision of services under this Agreement with due diligence and without delay, in order to meet the Owner's schedule of construction and occupancy. It is expressly agreed and understand between the parties that the Project must reach Substantial Completion no later than August 1, 2008. 11.7 The Construction Manager shall reject the use of any hazardous material in the construction of the project, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. Further, if any such materials are discovered in the course of the construction, the Construction Manager shall notify the Owner immediately. 11.$ In the event either party files suit to enforce their rights under this agreement, the prevailing party shall be entitled to recover their costs and attorneys fees from the other party, in addition to any other damages awarded by the court. It is understood and agreed that any suit filed to interpret or enforce any of the provisions of this agreement shall be filed in the Eighteenth Judicial District Court of the State of Montana. ADDENDUM NO. 1-- BOZEMAN CITY HALL REMODEL PROJECT AIA A121/CMe-.Page 19 JJ~ This ADDENDUM No. 1 entered into on this r~ day of ~ ~- A Q ~rZ007. OWNER: City of Bozeman CONSTRUCTION MANAGER: Dick Anderson Construction, Inc. P.O. Box 1230 520 705 Bridger Drive, Suite A Bozeman MT 59771 Bozeman, MT 59715 .. By: y- _~ Chris Kukulski City Manager ATTEST: Sta y Ulm n City Clerk ADDENDUM NU. 1-I30ZEMAN CITY HALL REMODEL PR07ECT AIA Ai 21/CMc- Page ZO AMENDMENT NO. 1 TO AGREEMENT BETWEEN OWNER AND CONSTRUCTION MANAGER Pursuant to Subparagraph 2.2 of the Agreement between Owner and Construction Manager (as modified by Addendum No 1), dated this day of , 2007, between the City of Bozeman ("Owner") and Dick Anderson Construction, Inc. ("Construction Manager") for the Bozeman City Hall Remodel Project, the Owner and Construction Manager hereby establish a Guaranteed Maximum Price and Contract Time for this portion of the Project as set forth below: GUARANTEED MAXIMUM PRICE The Construction Manager's Guaranteed Maximum Price (GMP) for the Work, including the Cost of the Work as defined. in Article 6 and the Construction Manager's Fee as defined in Article 5 is as follows: $ Total of all Contracts competitively solicited and. awarded. for construction work in connection with the Project. $ Construction Manager's Fee for Construction Phase of the Project. $ Reimbursable Direct Job Costs identified on Exhibit A, that are not paid for directly by the Owner. $ TOTAL GUARANTEED MAXIMUM FRICE ADDENDUM NO. l---BOZEMAN C1TY I IAI,L REMODEL PROJECT AIA A121/CMc- Page 21 CONTRACT TIME The date of Sl~bstantial Completion for the Work underlying the contracts identified in Article 2 is: August 1, 200$. This Amendment No. 1 is entered into on this day of OWNER: City of Bozeman P.O. Bax 1230 Bozeman MT, 59771 By: Chris Kukulski City Manager ATTEST: Stacy Ulmen City Clerk 2007. CONSTRUCTION MANAGER: Dick Anderson Construction, Inc. 705 Bridger Drive, Suite A Bozeman, MT 59715 By: ADllBNI)UM NO. 1---BOZEMAN CITY IIAI~I. RF..MODEL. AR07ECT AIA A121/CMc- F'age ~2 i- =;~ Document A291T" -1997 General Conditions of the Contract for Construction forthe following PROJECT: (Name and location or address): ADDITIONS AND DELETIONS: City of Bozeman -City Hall The author pf this document has 121 N Rouse Ave. added information needed for its Bozeman, MT 59715 completion. The author may also have revised the text pf the original TWE OWNER: AIA standard form. An Additions and (Name and address): Deletions Report that notes added City of Bozeman information as well as revisions to P.O. Box 1230 the standard form text is available Bozeman, MT 59771 from the author and should be reviewed. A vertical line in the left TWE ARCHITECT: margin of this document indicates (Name and address): where the author has added Comma-Q Architecture, Inc. necessary information and where 109 N Rouse Ave #1 the author has added to or deleted , from the original AIA text. Bozeman, MT 59715 This document has important legal consequences. Consultation with an TABLE OF ARTICLES attorney is encouraged with respect to its completion or modification. 1 GENERAL PROVISIONS This document has been approved and endorsed by The Associated 2 OWNER General Contractors of America 3 CONTRACTOR 4 ADMINI5TRATION OF TWE CONTRACT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CWANGES IN THE WORK $ TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT AIA Document A201 TM -1997. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976,19$7 and 1997 by The American Init. Institute of Architects. All rights reserved. WAtiNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 reproduction or distribution of this AIA® Document, ar any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15/20D7 under prder No.100D317133_1 which expires on 8/18/20D8, and is nqt far resale. User Notes: (3847826007) INDEX (Numbers and Topics in Bold are Section Headings) Acceptance of Nonconforming Work 9.6.6, 9.9.3, 12.3 Acceptance of Work 9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, 12.3 Access to Work 3.16, 6.2.1,12.1 Accident Prevention 4.2.3, 10 Acts and Omissions 3.2, 3.3.2, 3.].2.8, 3.18, 4,2,3, 4,3.8, 4.4.1, 8.3.1 9.5.1,10.2.5,13.4.2,13.7,14.1 Addenda l.l.l, 3.1.1 Additional Costs, Claims for 4.3.4,4.3.5,4.3.6,6.1.1, 10.3 Additional inspections and Testing 9.8.3, 12.2.1, 13.5 Additional Time, Claims for 4.3.4, 4.3.7, 8.3.2 ADMINISTRATION OF THE CONTRACT 3.1,3, 4, 9.4, 9.S Advertisement or Tnvitation to Bid Aesthetic Effect 4.2.13, 4.5.1 Allowances 3.8 All-risk insurance 1 1.4.1.1 Applications for Payment 4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10, 1 1,1,3, 14,2,4, 14.4.3 Approvals 2.4, 3.1.3, 3.5, 3.10.2, 3,12, 4.2,7, 9.3.2, 13.4.2, 13.5 Arbitration 4.3,3, 4.4, 4.5.1, 4.5.2, 4.6, 8.3.1, 9.7.1, 11,4.9, 11.4.10 Architect 4,1 Architect, Definition of 4.1.1 Architect, Extent of Authority 2.4, 3.12.7, 4.2, 4.3.6, 4.4, 5,2, 6.3, 7.1.2, 7.3.6, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.8.3, 9.10.1, 9.10.3, 12.1, 12,2.1, 13.5.1,13.5.2,14.2.2,14.2.4 Architect, Limitations of Authority and Responsibility 2.1.1, 3,3,3, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1., 4.2.2,4.2.3,4.2.6,4.2.7,4.2.10,4.2.12,4.2.13,4.4, 5.2.1, 7.4, 9.4.2, 9.6.4, 9.6.6 Architect's Additional Services and Expenses 2,4, 11.4.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4 Architect's Administration of the Contract 3.1.3, 4.2, 4.3.4, 4.4, 9.4, 9.S Architect's Approvals 2.4, 3.1.3, 3.5,1, 3.10.2, 4.2.7 Architect's Authority to Reject Work 3,5,1, 4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.6 Architect's Decisions 4,2,6, 4,2,7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5, 4.4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9,4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14,2.2, 14.2.4 Architect's Inspections 4,2,2, 4,2.9, 4.3.4, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5 Architect's instructions 3.2.3, 3.3.1, 4.2.6, 4.2.7, 4.2.8, 7.4,1, 12.1, 13.5.2 Architect's interpretations 4.2.11, 4.2.12, 4.3.6 Architect's Project Representative 4.2.10 Architect's Relationship with Contractor 1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2,3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4,2, 4.3.4, 4,4.1, 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2,6, 10.3, 11.3, 11.4.7, 12, 13.4.2, 13.5 Architect's Relationship with Subcontractors 1.1.2, 4.2.3, 4.2.4, 4,2,6, 9.6.3, 9.6.4, 11.4.7 Architect's Representations 9.4,2, 9.5.1, 9.10.1 Architect's Site Visits 4.2.2, 4.2.5, 4,2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 Asbestos 10.3.1 Attorneys' Fees 3.18.1, 9.10.2, 10.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements l.l.l, 1.1.7, 5.2.1, 11.5.1 Boiler and Machinery Insurance 11.4.2 Bonds, Lien 9.10.2 Bonds, Performance, and Payment 7.3.6.4, 9.6.7, 9.10.3, 11,4.9, 11.5 Building Permit 3.7.1 Capitalization 1.3 Certificate of Substantial Completion AIA Document A201~"' -1997. Copyrlght b 1911, 1915, 191$, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U-$. Copyrlght Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, ar any portion of it, may result in Severe civil and criminal penalties, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 11:26:03 nn 11l15/2D07 under Order No.1000317133_ .1 which expires on 8!18/2008, and is not for resale. User Notes: (36478260D7) 9.8.3, 9.8.4, 9.8.5 Certificates For Payment 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7.1,9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4 Certificates of Inspection, Testing or Approval 13.5.4 Certificates of insurance 9.10.2, 11.1.3 Change Orders 1.1.1, 2.4.1, 3.4.2, 3.8.2.3, 3.11.1, 3.12.8, 4,2,8, 4.3.4, 4,3,9, 5,2.3, 7.1, 7.2, 7.3, 8,3.1, 9.3.1.1, 9.10.3, 11.4.1.2, 11.4.4, 11.4.9, 1.2.1.2 Change Orders, Definition of 7.2.1 CHANGES IN THE WORK 3.11,4.2.8,7, 8.3.1,9.3.1.1, 11.4.9 Claim, Definition of 4.3.1 Claims and Disputes 3.2.3, 4.3, 4.4, 4,5, 4,6, 6.1.1, 6.3, 7.3.8, 9.3.3, 9.10.4, 10.3.3 Claims and Timely Assertion of Claims 4.6.5 Claims for Additional Cost 3.2.3, 4.3.4, 4.3.5, 4.3.6, 6.1.1, 7.3.8, 10.3.2 Claims for Additional Time 3,2,3, 4,3,4, 4.3.7, 6.1.1, 8,3,2, 10.3.2 Claims for Concealed or Unknown Conditions 4.3.4 Claims for Damages 3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1,11.4.5,11.4.7,14.1.3,14.2.4 Claims Subject to Arbitration 4.4,1, 4,5,1, 4.6.1 Cleaning Up 3.15, 6.3 Commencement of Statutory Limitation Period 13.7 Cvmmencement of the Work, Conditions Relating to 2.2.1,3.2.1,3.4.1,3.7.1,3.10.1,3.12.6,4.3.5,5.2.1, 5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1., 11.1, 11.4.1, 11.4.6, 1 i.S.l Commencement of the Work, Definition of 8.1.2 Communications Facilitating Contract Administration 3.9.1, 4.2.4 Completion, Conditions Relating to 1.6.1,3.4.1,3.11,3.15,4.2.2,4.2.9,8.2,9.4.2,9.8, 9.9.1, 9.10, 12,2, 13.7, 14.1,2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2,9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 9.10.4.2, 12.2, 13.7 Compliance with Laws 1.6.1,3.2.2,3.6,3.7,3.12.10,3.13,4.1,1,4.4.8,4.6.4, 4.6.6, 9.6.4, 10.2.2, 1 l.l, 11.4, 13.1, 13.4, 13.5,1, 13.5.2,13.6,14.1.1,14.2.1.3 Concealed or Unknown Conditions 4,3,4, 8.3.1, 10.3 Conditions of the Contract 1.1.1, 1.1.7, 6.1.1, 6.1,4 Cvnsent, Written 1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5,9.9.1,9.10.2,9.10.3, 11,4,1, 13.2, 13.4.2 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1.1.1, 3.12.8, 4.2.8, 4,3.9, 7.1, 7.3, 9.3.1.1 Construction Schedules, Contractor's 1.4.1.2,3.10,3.12.1,3.12.2,4.3.7.2,6.1.3 Contingent Assignment of Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 4.3.3 Contract, Definition of 1,1,2 CONTRACT, TERMINATION OR Si7SPENSION OF THE 5.4.1,1, 11,4,9, 14 Contract Adlninistrativn 3.1.3, 4, 9.4, 9.5 Contract Award and Execution, Cvnditivns Relating to 3.7. I , 3.10, 5,2, 6.1, 11.1.3, 11.4.6, 11.5.1 Contract Documents, The 1.1, 1.2 Contract Documents, Copies Furnished and Use of 1.6, 2,2,5, S.3 Contract Documents, Definition of Contract Sum 3.8, 4,3.4, 4.3.5, 4.4.5, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.4.1, 14.2.4, 14.3.2 Cvntract Sum, Definition of 9.1 Contract Time 4.3.4, 4.3.7, 4.4.5, 5,2,3, 7.2.1.3, 7.3, 7.4, 8.1.1, 8.2, 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 14,3,2 Cvntract Time, Definition of $.l.l CONTRACTOR 3 Contractor, Definitivn of 3.1, 6.1.2 Contractor's Construction Schedules 1.4,1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3 Cvntractor's Ernplvyees AIA Document A201 TM -1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1981, 1983, 196fi, 1970, 1976, 1987 and 1997 by The American Init. Instituts 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® pocument, ar any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15/2007 under prder Na.1000317133 1 which expires on 8/18/2008, and is not for resale. User Notes: (3647826007) 3.3.2, 3.4.3, 3.8. I , 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1, 11,4,7, 14.1, 14.2.1,1, Contractor's Liability Insurance 11.1 Contractor's Relationship with Separate Contractors and Owner's horses 3.12.5, 3.14.2, 4.2.4, 6, 1 1,4.7, 12.1.2, 12.2,4 Contractor's Relationship with 5ubcvntractors 1,2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2, 11.4. ] .2, 11.4.7, 11.4.8 Contractor's Relationship with the Architect 1,1,2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5,1, 3,7.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4,1,3, 4.2, 4.3.4, 4.4.1, 4,4,7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4,7, 12, 13.4.2, 13.5 Contractor's Representations 1.5.2, 3.5.1, 3.12.6, 6.2,2, 8.2.1, 9.3.3, 9.8.2 Contractor's Responsibility fvr Those Performing the Work 3.3.2, 3.18, 4,2.3, 4.3.8, 5,3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10 Contractor's Review of Contract Documents 1.5.2, 3.2, 3.7.3 Contractor's Right to Stop the Work 9.7 Contractor's Right to Terminate the Contract 4.3.10, 14.1 Contractor's Submittals 3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,7.3.6,9.2,9.3, 9.8.2,9.8.3,9.9.1,9.1.0.2,9.10.3, 11.1.3, 11.5.2 Contractor's Superintendent 3.9, 10.2,6 Contractor's Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4,2.7, 4.3.3, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14 Contractual Liability Insurance 11.1.1.8, 11.2, 11.3 Coordination and Correlation 1.2, 1.5.2, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2,1 Copies Furnished of Drawings and Specifications 1.6, 2.2.5, 3.11 Copyrights 1.6, 3.17 Correction of Work 2.3,2.4,3.7.4,4.2.1,9.4.2,9.8.2,9.8.3,9.9.1, 12.1.2, 12.2, 13.7.1.3 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.6 COStS 2.4,3.2.3,3.7.4,3.8.2,3.15.2,4.3,5.4.2,6.1.1,6.2.3, 7.3.3.3, 7.3.6, 7.3.7, 7.3.8, 9.10.2, 10.3.2, 10.5, 11.3, 11.4,12.1,12.2.1,12.2.4,13.5,14 Cutting and Patching 6.2.5, 3.14 Damage to Construction of Owner or Separate Cvntractors 3.14.2, 6.2.4, 9.2.1.5, 10.2.1,2, 10.2.5, 10.6, 11.1, 11.4, 12.2.4 Damage to the Work 3.14.2, 9.9.1, 10.2.1.2, 10.2,5, 10.6, 1 1.4, 12.2.4 Damages, Claims fvr 3.2.3,3.]8,4.3.10,6.].1,8.3.3,9.5.1,9.6.7, 10.3.3, 11.1.1, 11.4.5, 11.4,7, 14.1.3, 14.2,4 Damages for Delay 6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2 Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 4,2.6, 4.2.7, 4.2.11, 4.2.12, 4,2,13, 4.3.4, 4,4,1, 4.4.5, 4,4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4 Decisions to Withhold Certification 9.4.1, 9.5, 9.7, 14.1.1,3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5,1, 9.5.2, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1, 13,7,1,3 Defective Work, Definition of 3.5.1 Definitions 1.1, 2.1,1, 3.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 4,3.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 7.3.6, 8.1, 9.1, 9.8.1 Delays and Extensions of Time 3,2.3, 4.3.1, 4.3.4, 4.3.7, 4,4.5, 5.2.3, 7.2.1, 7.3.1, 7,4.1,8.3,9.5.1,9.7.1,10.3.2, 10.6.1,14.3.2 Disputes 4.1.4, 4,3, 4.4, 4.5, 4,6, 6.3, 7.3.8 Documents and Samples at the Site 3.a 1 Drawings, Definition of 1,1.5 Drawings and Specifications, Use and Ownership of l.l.l, 1.3,2.2.5,3.11,5.3 Effective Date of Insurance 8.2.2, 11.1.2 Emergencies 4,3.5, 10.6, 14,1.1.2 Employees, Contractor's 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4,2.3, 4.2.6, 10.2, 10.3, 11.1.1,11.4.7,14.1,14.2.1.1 Equipment, Labor, Materials and 1.1.3, 1,1.6, 3.4, 3.5,1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2,10.2.1,10.2.4,14.2.1.2 Execution and Progress of the Wvrk Init. AIA Document p207TM -1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treacles. Unauthorized 4 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11!15/2007 under Drder Ne.1000317133. 1 which expires on 8118!2008, and is not for resale. User Notes: (9847826007) 1,1,3, 1.2. I , 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3, 3.4, 3.5, 3.7, 3.10, 3.12, 3.14, 4.2.2, 4.2.3, 4.3.3, 6.2.2, 7.1.3, 7.3.4, 8.2, 9,5, 9.9,1, 10.2, 10,3, 12,2, 14.2, 14.3 Extensions of Time 3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3, 7.4.1, 9.5,1, 9.7.1, 10.3.2, 10.6.1, 14,3,2 Failure of Payment 4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6 Faulty Work (See 17efective or Nonconforming Work) Final Completion and Final Payment 4,2,1, 4,2,9, 4.3,2, 9,8.2, 9.10, 11. I ,2, 11.1.3, 11.4,1, 11.4.5,12.3.1,13.7,14.2.4,14.4.3 Financial Arrangements, Owner's 2.2.1, 13.2.2, 14.1.1.5 Fire and Extended Coverage Insurance 11.4 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials 10.2,4, 10.3, 10.5 Identification of Contract Documents 1.5,1 Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3,17, 3.1.8, 9.10.2, 10.3.3, 10.5, 11.4.1,2, 11.4.7 Information and Services Required of the Owner 2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2,11.4,13.5.1,13.5.2,14.1,1,4,14.1.4 Injury or Damage to Person or Property 4,3,8, 10.2, 10.6 inspections 3.1.3, 3.3.3, 3.7.1, 4.2,2, 4.2,6, 4,2.9, 9.4,2, 9.8.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.5 Instructions w Bidders Instructions to the Contractor 3.2.3,3.3.1,3.8.1,4.2.8,5.2.1,7, 12,8.2.2, 13.5.2 Insurance 3,1$.1, 6.1.1, 7.3.6, 8.2.1, 9,3,2, 9.8.4, 9.9.1, 9.10.2, 9.10.5, 11 Insurance, Boiler and Machinery 11.4.2 lnsurance, Contractor's Liability 11.1 lnsurance, Effective Data of 8.2.2, 11.1.2 Insurance, boss of Use 11.4.3 lnsurance, Owner's Liability 11.2 Insurance, Project Management Protective Liability 11.3 Insurance, Property 10.2.5, 11..4 Insurance, Stored Materials 9.3.2, 11.4.1.4 INSURANCE AND BONDS 11 insurance Companies, Consent to Fartia] Occupancy 9.9.1, 11.4.1.5 Insurance Companies, Settlement with 11.4.10 Intent of the Contract Documents 1.2.1,4.2.7,4.2.12,4.2.13,7.4 Interest 13.6 Interpretation 1.2.3, 1.4, 4.1.1, 4.3.1, S.l, 6.1,2, 8,1,4 Interpretations, Written 4.2.11, 4.2.12, 4.3.6 Joinder and Consolidation of Claims Required 4.6.4 Judgment on Final Award 4.b.6 Labor and Materials, Equipment 1,1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 42.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5,1,3, 9.10.2, 10.2.1, 10.2.4, 14,2,1,2 Labor Disputes 8.3.1 laws and Regulations 1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3. l 3, 4,1, I , 4,4,8, 4.6, 9.6.4,9.9.1,10.2.2,11.1,11.4,13.1, 13.4,13.5.1, 13.5.2, 13.6, 14 Liens 2.1.2, 4,4.8, 8.2.2, 9.3.3, 9.10 Limitation on Consolidation or Joinder 4.6.4 Limitations, Statutes of 4.6.3, 1.2.2.6, 13.7 Limitations of Liability 2.3, 3.2.1, 3.5,1, 3,7.3, 3,12,8, 3.12,10, 3.17, 3.18, 4.2.6, 4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.10.4, 10.3.3,10.2.5,11.1,2,11.2.1,11.4.7,12.2.5,13.4.2 Limitations of Time 2,1,2, 2,2, 2,4, 3.2,1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2,9.2,9.3.1.,9.3.3,9.4,1,9.5,9.6,9.7,9.8,9.9, 9.10, 11.1.3, 11.4. ] .5, 1 l .4.6, 11.4.10, 12.2, 13.5, 13.7, 14 Loss of Use Insurance 11.4.3 Material Suppliers 1.6, 3.12,1, 4,2,4, 4,2,6, 5.2,1, 9.3, 9.4.2, 9.6, 9.10.5 Materials, Hazardous 10.2.4, 10.3, 10.5 AIA Document A201T"' -1987. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® uocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15/2007 under Order No.1000317133__.1 which expires on 8!18/2008, and is not for resale. User Notas: (3847826007) Materials, Labor, Equipment and 1,1,3, 1,1,6, 1.6.1, 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5,2,1, 6.2.1, 7,3,6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2,1, 10.2.4, 14.2.1.2 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1, 3.12,10, 4,2,2, 4,2,7, 9.4.2 Mechanic's Lien 4.4.8 Mediation 4.4,1,4.4.5,4.4.6,4.4.8,4.5,4.6.1,4.6.2, 8.3.1, 10.5 Minor Changes in the Work 1.1,1,3.12.8,4.2.8,4.3.6,7.1,7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 MvdiFications to the Contract 1.1.1, 1.1.2,3.7.3,3.11,4.1.2,4.2.1,5.2.3,7,8.3.1, 9.7, 10.3.2, 11.4.1 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.6.6, 9.9.3, 12.3 Nonconforming Work, Rejection and Correction of 2.3,2.4,3.5.1,4.2.6,6.2.5,9.5.1,9.8.2,9,9.3,9.10.4, 12.2.1, 13.7.1.3 Notice 2,2,1, 2.3, 2.4, 3.2.3, 3.3.1, 3.7.2, 3.7.4, 3.12.9, 4.3, 4.4.8, 4.6.5, 5.2. ] , 8.2.2, 9.7, 9.10, 10.2.2, 11.1,3, 1 1.4.6, 12,2.2, 12.2,4, 13.3, 13.5.1, 13.5.2, 14.1, 14.2 Notice, Written 2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1, 8.2.2, 9.7, 9.10, 10,2,2, 10.3, 11.1.3, 11.4.6, 12,2,2, 12,2.4, 13.3, ]4 Notice of Testing and Inspections 13,5,1, 13,5,2 Notice to Proceed 8.2.2 Notices, Permits, Fees and 2.2.2, 3.7, 3,13, 7.3,6.4, 10.2.2 Observations, Contractor's 1,5,2, 3.2, 3.7.3, 4.3.4 Occupancy 2.2.2, 9.6.6, 9.8, 11.4.1.5 Orders, Written 1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 14.3.1 owNER 2 Owner, llefinitinn of 2.1 Owner, Information and Services Required of the 2.1.2, 2.2, 3.2.1, 3.12.4, 3,12,10, 4,2,7, 4.3.3, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5,1, 13.5.2, 14,1,1.4, 14.1.4 Owner's Authority 1.6, 2.1.1, 2.3, 2.4, 3,4,2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4,1,3, 4,2.4, 4.2.9, 4.3.6, 4.4.7, 5,2,1, 5,2.4, 5.4.1, 6.l,fi.3,7.2.1,7.3.1,8.2.2,8.3.1,9.3.1,9.3.2,9.5.1, 9.9.1, 9.10.2, ]0.3.2, 11.1.3, 11.3.1, 11,4,3, 11,4.10, 12.2.2, 12.3.1, 13.2.2, 14.3, 14,4 Owner's Financial Capability 2.2.1, 13.2,2, 14.1.1.5 Owner's Liability Insurance 11.z Owner's Loss vF Use Insurance 1 1.4.3 Owner's Relationship with Subcontractors 1,1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2 Owner's Right to Carry Out the Work 2.4, 12.2.4. 14.2.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction and to Award Separate Contracts 6.1 Owner's Right to Stop the Work 2.3 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1,1.1,1.6,2.2.5,3.2.1,3.11.1,3.17.1,4.2.12,5.3 Partial Occupancy or Use 9.6.6, 9.9, 11.4.1.5 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 Payment, Applications for 4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10.], 9.10.3, 9.10.5, 11,1,3, 14.2.4, 14.4.3 Payment, Certificates for 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7.1,9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4 Payment, Failure of 4.3,6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14,2.1.2, 13.6 Payment, Final 4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5,12.3.1,13.7,14.2.4,14.4.3 Payment Bond, Performance Bond and 7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5 Payments, Progress 4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3 PAYMENTS AND COMPLETION 9 Payments tv Subcontractors 5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4,8, 14.2.1.2 PCB 10.3.1 AIA Document A201TM -1997. Copyright W 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright law and International Treaties. Unauthorized 1'7 reproduction or distribution of this AIA® Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11!15/2007 under Ordor No.1000317133_1 which expires on 8/18l2D08, and is not for resale. User Notes: (3847826007) Performance Bond and Payment Bond 7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5 Fermits, Fees and Notices 2,2,2, 3.7, 3.13, 7.3.6.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11, 3.12, 4.2.7 Progress and Completion 4.2.2,4.3.3,8.2,9.8,9.9.1, 14.1.4 Progress Payments 4.3,3, 9.3, 9.h, 9.8.5, 9.10.3, 13.6, 14.2.3 Project, Definition of the 1.1..4 Project Management Protective Liability Iusurance 11.3 Project Manual, Definition of the 1.1.7 Project Manuals 2.2.5 Project Representatives 4.2.10 Property Insurance 10.2,5, 11.4 PROTECTION OF PERSONS AND PROPERTY 10 Reguladnns and Laws 1,6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4,4,8, 4.6, 9.6.4, 9,9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5,1, 13.5.2, 13.6, 14 Rejection of Work 3.5.1, 4.2.6, 12,2,1 Releases and Waivers of Liens 9,10.2 Representations 1..5,2,3.5.1,3.12.6,6.2.2,8.2.1,9.3.3,9.4.2,9.5.1, 9.8.2, 9.10.1 Representatives 2.1.1,3.1,1,3.9,4.1.1,4.2.1,4.2.10,5.1.1,5.1.2, ] 3.2.1 Resolution of Claims and Disputes 4.4, 4.5, 4.b Responsibility for Those Performing the Work 3.3.2,3.18,4.2.3,4.3.8,5.3.1,6.1.3,6.2,6.3,9.5.1, In Retainage 9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3 Review of Contract Documents and Field Conditions by Contractor 1.5.2, 3.2, 3.7.3, 3.12.7, 6. I.3 Review of Contractor's Submittals by Owner and Architect 3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.1.3,9.2,9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12 Rights and Remedies 1.1.2, 2.3, 2,4, 3.5.1, 3.15.2, 4.2,6, 4.3.4, 4.5, 4.6, 5.3, 5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, 14 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 4.6.2 Safety of Persons and Property 10.2,10.6 Safety Precautions and Programs 3.3.1, 4,2,2, 4.2.7, 5.3.1, 10.1, 10.2, 10.6 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, 1.4.1.2, 3,10, 3.Constructivn 12.1, 3.12.2, 4.3.7.2, 6.1.3 Separate Contracts and Contractors 1.1.4, 3,12.5, 3.14.2, 4.2.4, 4.2.7, 4.6.4, 6, 8.3.1, 11.4.7, 12.1.2, 12.2.5 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, 4,2,7 Site, Use of 3.13, 6.1.1, b.2.1 Site lnspections 1.2,2, 3.2.1, 3.3.3, 3.7.1, 4.2, 4.3.4, 9.4.2, 9.10.1, 13.5 Site Visits, Architect's 4.2.2,4.2.9,4,3.4,9.4.2,9.5.1,9.9.2,9.10.1, 13.5 Special lnspections and Testing 4.2.6, 12.2.1, 13.5 Specifications, Definition of the 1.1.6 Specifications, The I . l , l , 1.1.6, 1.1.7, 1.2.2, 1.6, 3.11, 3.12.10, 3.17 Statute of Limitations 4.6.3, 12.2.6, 13.7 Stopping the Work 2.3, 4.3.6, 9.7, 10.3, 14.1 Stored Materials 6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS AIA Document A201 T"' -1997. Copyright ~ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 197D, 1976, 1987 and 1997 by Thn American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 7 reproduction or distribution Ct this AIA°D Document, or any portion of it, may result In severe civil and Criminal penalties, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11!15/2007 under order No.1 OD0317138 1 which expires on 8!18!2008, and is not fpr resale. User Notes: (3847626007) 5 Subcontractors, Work by 1.2.2, 3.3,2, 3,12. I , 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6, 9.1010.2.1, 11.4.7,11.4.8,14.1, 14,2.1, 14.3.2 Submittals 1,6, 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3 Subrogation, Waivers of 6.1.1, 11.4.5, 11.4.7 Substantial Completion 4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3, 9,10.4.2, 12.2, 13.7 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5,2.4 Substitution of Architect 4.1.3 Substitutions of Materials 3.4,2, 3.5.1, 7.3.7 Sub-subcontractor, Definition of 5.1.2 Subsurface Conditions 4.3.4 Successors and Assigns 13.2 Superintendent 3.9,10.2.6 Supervision and Construction Procedures 1.2,2, 3.3, 3.4, 3.12.10, 4.2.2, 4,2.7, 4.3.3, 6.1.3, 6.2.4, 7.1.3, 7.3.6, 8.2, 8.3.1, 9.4.2, 10, 12, 14 Surety 4,4,7, 5,4,1,2, 9,8.5, 9.10.2, 9.10.3, 14,2,2 Surety, Consent of 9.10.2, 9.10.3 Surveys 2.2.3 Suspension by the Owner for Convenience 14.4 Suspension of the Work 5.4.2, 14.3 Suspension or Termination of the Contract 4.3.6, 5.4,1.1, 11.4.9, 14 Taxes 3.6, 3.8.2.1., 7.3.6.4 Termination by the Contractor 4.3.10, 14.1 Termination by the Owner for Cause 4.3.10, 5.4.1.1, 14.2 Termination of the Architect 4.1,3 Termination of the Contractor 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT la Tests and Inspections 3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4,2, 9.8.3, 9.9.2, 9.10.1, 10.3.2, 11.4.1.1, 12.2,1,13.5 TIME 8 Time, Delays and Extensions of 3.2.3, 4.3.1, 4,3.4, 4.3.7, 4.4,5, 5.2.3, 7.2.1, 7.3.1, 7,4,1, 8.3, 9.5.1, 9.7.1, 10.3.2, 10.6.1, 14,3.2 Time Limits 2.1.2,2.2,2.4,3.2,1,3.7.3,3.10,3.11,3.12.5,3.15.1, 4.2, 4.3, 4,4, 4.5, 4.6, 5.2, 5,3, 5.4, 6.2.4, 7.3, 7.4, 8.2,9.2,9.3.1.,9.3.3,9.4.1,9.5,9.6,9.7,9.8,9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, 13.7, 14 Time Limits on Claims 4,3.2, 4.3.4, 4.3.8, 4,4, 4.5, 4.6 Title to Work 9.3.2, 9.3.3 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions 4,3.4, 8.3.1, 10.3 Unit Prices 4.3.9, 7.3.3.2 Use of Documents 1.1.1, 1.6, 2.2,5, 3.12.6, 5.3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.4.2 Waiver of Claims by the Contractor 4.3.10, 9.10.5, 11,4,7, 13.4.2 Waiver of Claims by the Owner 4,3,10, 9.9.3, 9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7, 12.2.2.1, 13.4.2, 14.2.4 Waiver of Consequential Damages 4.3.10,14.2.4 Waiver of Liens 9.10.2, 9.10.4 Waivers of Subrogation 6.1.1, 11.4.5, 11.4.7 Warranty 3.5, 4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7.1.3 Weather Delays 4,3.7.2 Work, Definition of 1.1.3 Written Consent Inst. AIA Documenl A201 T"" -1997. Copyright ~ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 8 reproduction or distribution of this AIA°p Document, or any portion of It, may result in severe civil and criminal penalties, and wI11 be prosecuted to the ! maximum extent possible under the law. This document was produced by AIA software at 11:2fi:03 on 11/15/2007 under Order No.1000317133 1 which expires on 8!18/2008, and is not for resale. User Notes: (3847826007) 1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6,4, 9.3.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 1 1,4,1, 13.2, 13.4.2 Written Interpretations 4.2.11, 4.2.12, 43.6 Written Notice 2.3,2.4,3.3.1,3.9,3.12.9,3.12.10,4.3,4.4.8,4.6.5, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, l 1.4.6, 12.2.2, 12.2.4, 13.3, 14 Written Orders 1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 14.3.1 Init. AIA Document A201T" -1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 9 reproduction or distribution of this AIAQO Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15/2007 under Order No.1000317133_1 which expires on 8/18/2008, and is not for rosale. User Notes: (3847826007) ARTICLE 1 GENERAL PROVISIONS § 1.1 BASIG DEFINITIONS § 1.1,1 THE CONTRACT DOCUMENTS The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter the Agreement), Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (:i) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include other documents such as bidding requirements (advertisement or invitation tv bid, Instructions to Bidders, sample forms, the Contractor's bid or portions of Addenda relating to bidding requirements). § 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction, The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral., The Contract may be amended or modified only by a Modification, The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and Contractor, (2) between the Owner and a Subcontractor or Sub-subcontractor, (3) between the Owner and Architect or (4) between any persons or entities other than the Owner and Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. § 1.1.3 THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. § 1,1.4 TWE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate contractors, § 1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. § 1.1.6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.7 THE PROJECT MANUAL The Project Manual is a volume assembled for the Work which may include the bidding requirements, sample forms, Conditions of the Contract and Specifications. § 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS § 1,2,1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2,3 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. AIA Document A201 TM' -1997, Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 197D, 1976, 1987 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized ~ 0 reproduction or distribution of this AIA® Document, ar any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15/2D07 under prder No.1D00317133 1 which expires on 8118/2008, and is not for resalo. User Notes: (3847826007) § 1.3 GAPITALIZATION § 1.3.1 Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. § 1.4 INTERPRETATION § 1,4,1 In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 EXEGUTION OF GONTRACT DOCUMENTS § 1.5.1 The Contract Documents shall be signed by the Owner and Contractor. if either the Owner or Contractor or both do not sign all the Contract Documents, the Architect shall identify such unsigned Documents upon request. § 1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, became generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. § 1.6 OWNERSWIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE § 1.6.1 The Drawings, Specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instrumeuts of Service through which the Work to be executed by the Contractor is described. The Contractor may retain one record set. Neither the Contractor nor any Subcontracwr, Sub-subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect or the Architect's consultants, and unless otherwise indicated the Architect and the Architect's consultants shall be deemed the authors of them and will retain all common law, statutory and other reserved rights, in addition to the copyrights. All copies of Instruments of Service, except the Contractor's record set, shall be returned or suitably accounted for to the Architect, on request, upon completion of the Work, The Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants, and copies thereof furnished to the Contractor, are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub-subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect's consultants. The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers aze authorized to use and reproduce applicable portions of [he Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or Architect's consultants' copyrights or other reserved rights. ARTICLE 2 OWNER § 2,1 GENERAL § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singalaz in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. § 2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein. § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 2,2,1 The Owner shall, at the written request of the Contractor, prior to commencement of the Work and thereafter, furnish to the Contractor reasonable evidence that financial arrangements have been made to fulfill the Owner's obligations under the Contract. Furnishing of such evidence shall be a condition precedent to commencement or Init. AIA Document A201TM -1997. Copyright ~ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1863, 19fifi, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® pocument is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 ~ reproduction or distribution of this AIA® Document, or any portion of It, may result in severe civil and criminal penalties, and will be prpsecuted to the / maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15/2007 under Order No.1000317133 1 which expires on 8!18/2008, and is not for resale. - User Notes: (38478260D7) continuation of the Work. After such evidence has been furnished, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 2.2.2 Except for permits and fees, including those required under Section 3.7.1, which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. § 2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.2.41nformation or services required of the Owner by the Contract Documents shall be furnished by the Owner with reasonable promptness. Any other information or services relevant to the Contractor's performance of the Work under the Owner's control shall be furnished by the Owner after receipt from the Contractor of a written request for such information or services. § 2.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, such copies of Drawings and Froject Manuals as are reasonably necessary for execution of the Work. § 2.3 OWNER'S RIGHT TO STOP THE WORK § 2.3.1 If the Contractar fails to correct Work which is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or persistently fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. § 2.4 OWNER'S RIGHT TD CARRY DUT THE WORK § 2,4.7 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within aseven-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may after such seven-day period give the Contractor a second written notice to correct such deficiencies within athree-day period. If the Contractor within such three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect. if payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR § 3.1 GENERAL § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughput the Contract Documents as if singular in number. 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 obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons other than the Contractor. § 3.2 REVIEW OF CONTRACT DOCUMENTS AND 1=1ELD CONDITIONS BY CONTRACTOR § 3.2,1 Since the Contract Docwnents are complementary, before starting each portion of the Work, the Contractor shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the AIA Document A201 TM -1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 197p, 1976, 1987 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the J maximum extent possible under the law. This document was produced by AIA software at 11:26:p3 on 11/15/2007 under Qrder No.1000317133_1 which expires on 8118/2008, and is not for resale. User Notes: (3847828007) Work, as well as the information furnished by the Uwner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, any errors, inconsistencies or omissions discovered by the Contractor shall be reported promptly to the Architect as a request for information in such form as the Architect may require. § 3.2.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the Architect, but it is recognized that the C.antractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents. The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations, but any nonconformity discovered by ar made known to the Contractor shall be reported promptly to the Architect. § 3.2.3 if the Contractor believes that additional cost or time is involved because of clarifications or instructions issued by the Architect in response to the Contractor's notices or requests for information pursuant to Sections 3,2.1 and 3.2.2, the Contractor shall make Claims as provided in Sections 4.3.6 and 4.3.7. if the Contractor fails to perform the obligations of Sections 3.2.1 and 3.2.2, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. The Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents or for differences between field measurements ar conditions and the Contract Documents unless the Contractor recognized such error, inconsistency, omission or difference and knowingly failed to report it to the Architect. § 3.3 SUPERVISIQN ANp CONSTRUCTION PROCEDURES § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Qwner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. if the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any resulting lass or damage. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work far 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 LABpR ANp 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 ar permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 The Contractor may make substitutions only with the consent of the Uwner, after evaluation by the Architect and in accordance with a Change Urder. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons oat skilled in tasks assigned to them. AIA Document A201 TM -1997. Copyright ®1911, 1915, 1818, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Inst. Institute of Architects. All rights reserved. WARNING: Thls AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 reproduction or distribution of this AIAQO Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the ~ maximum extent posslhle under the law. This document was produced by AIA software at 11:26:03 on 11/15!2007 under Order No.1000317133_1 which expires on 8/18l20D8, and is not for resale. User Notes: (3847826007) § 3.5 WARRANTY § 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract 1ocuments, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may he considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or norms] wear and tear and normal usage. if required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.6 TAXES § 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. § 3.7 PERMITS, FEES AND NOTICES § 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally required when bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of the Work.. § 3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Architect and Owner in writing, and necessary changes shall be accomplished by appropriate Modification. § 3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect and Owner, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.8 ALLOWANCES § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contracwr has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents: .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner in sufficient time to avoid delay in the Work. § 3.9 SUPERINTENDENT § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Important AIA Document A201 TM -1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 14 reproduction or distribution of this AIA°0 Document, ar any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15!2007 under prder No.1000317133_t which expires on 8/18/2008, and is not for resale. User Notes: (38478260D7) communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. § 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES § 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Wvrk and Prvject, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. § 3.10.2 The Contractor shall prepare and keep current, for the Architect's approval, a schedule of submittals which is coordinated with the Contractor's construction schedule and allows the Architect reasonable time to review submittals. § 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. § 3.11 DOCUMENTS AND SAMPLES AT THE SITE § 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to record field changes and selections made during construction, and one record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered tv the Architect for submittal to the Owner upon completion of the Work. § 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES § 3.12.1 Shvp Drawings are drawings, diagrams, schedules and other data specially prepared for the Wvrk by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. § 3.12.4 Shvp Drawings, Product Data, Samples and similar submittals are not Cvntract Dvcuments. The purpose of their submittal is to demonstrate for those portions of the Wvrk fvr which submittals are required by the Contract Dvcuments the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Cvntract Dvcuments. Review by the Architect is subject to the limitations of Section 4.2,7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals which are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 "The Contractor shall review fvr compliance with the Contract Dvcuments, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. Submittals which are not marked as reviewed for compliance with the Contract Dvcuments and approved by the Contractor may be returned by the Architect without action. § 3.12.6 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements and field cvnstruction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Cvntract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop 1rawings, Product Data, Samples yr similar submittals until the respective submittal has been approved by the Architect. AIA pocument A201~"' -1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1968, 1970, 1976, 1987 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 15 reproduction or distribution oT this AIA°° Document, or any portion of It, may result In severe civ11 and criminal penalties, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11l15/20D7 under prder No.1000317133_1 which expires on 8118/2008, and is not for resale. User Notas: (3847826D07) § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written notice the Architect's approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services which constitute the practice of architecture or engineering unless such services are specifically required by the Contract Dvcuments for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided the Owner and Architect have specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Docmnents. The Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract Documents. § 3.13 USE OF SITE § 3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 3.14 CUTTING AND PATCHING § 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. § 3.15 GLEANING UP § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials. § 3,75.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the cost thereof shall be charged to the Contractor. AIA Document A201 TM --1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 reproduction or distribution of this AIA® Document, or any portion cf it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15/2007 under Qrder No.1000317133_1 which oxpires on 8/18/2008, and is not for resale. User Notes: (3847826007) § 3.1$ ACCESS TO WORK § 3.16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. § 3.17 ROYALTIES, PATENTS AND COPYRIGHTS § 3.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright yr a patent, the Contractvr shall be responsible for such loss unless such information is promptly furnished to the Architect. § 3.18 INDEMNIFICATION § 3.1$,1 To the fullest extent permitted bylaw and to the extent claims, damages, losses or expenses are not covered by Project Management Protective Liability insurance purchased by the Contractor in accordance with Section 11.3, the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from pertbrmance of the Wvrk, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts yr omissions of the Contractvr, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 3.18. § 3.1$.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Cvntractor a Subcontractor, anyone directly or indirectly employed by them yr anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subevntractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTIGLE 4 ADMINISTRATION OF THE CONTRACT § 4.1 ARCHITECT § 4.1.1 The Architect is the person lawfully licensed to practice architecture yr an entity lawfully practicing architecture identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect" means the Architect or the Architect's authorized representative. § 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall nat be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld. § 4.1.3 if the employment of the Architect is terminated, the Owner shall employ a new Architect against whom the Cvntractor has no reasonable objection and whvse status under the Contract Documents shall be that of the former Architect. § 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents, and will be an Owner's representative (1) during construction, (2) until final payment is due and (3) with the Owner's concurrence, from time to time during the one-year period for correction of Work described in Section 12.2. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified in writing in accordance with other provisions of the Contract. § 4.2.2 The Architect, as a representative of the Owner, will visit the site at intervals appropriate to the stage of the Contractor's operations (1) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Wvrk completed, (2) to endeavor to guard the Owner against defects and AIA Document A20t TM -1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 197p, 197ti, 1987 and 1997 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIA® Document Is prptected by U.S. Copyright Law and International Treaties. Unauthorized 17 reproduction or distribution at this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. this document was produced by AIA software at 11:26:03 on 11/15/2007 under ardor No.1000317133 1 which expires on 8/t 8/2008, and is not for resale. User Notes: (3847826007) deficiencies in [he Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1. § 4,2,3 The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 4.2.4 Communications Facilitating Contract Administration. Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall endeavor to communicate with each other through the Architect about matters arising out of or relating to the Contract. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. § 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4,2.6 The Architect will have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work. in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 4.2,7 The Architect will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. 't'he Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work as provided in Section 7.4. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the dale of final completion, will receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents, § 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. AIA Document A201 TM -1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 reproduction or distribution of this AIA® Document, or any portion of It, may result in severe civic and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15/2007 under Order No.1000317133_i which expires on 8/18/2008, and is not for resale. User Notes: (3847826007) § 4,2,11 The Architect will interpret and decide matters concerning performance under and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If no agreement is made concerning the time within which interpretations required of the Architect shall be furnished in compliance with this Section 4.2, then delay shall not be recognized on account of failure by the Architect to furnish such interpretations until 15 days after written request is made for them. § 4.2,12 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and initial decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions so rendered in good faith. § 4.2.73 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.3 CLAIMS AND D15~'UTE5 § 4,3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustrnent or interpretation of Contract terms, payment of money, extension of time or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. Claims must be initiated by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim. § 4,3.2'I'irne Limits on Claims. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Claims must be initiated by written notice to the Architect and the other party. § 4.3.3 Continuing Contract Performance. Pending final resolution of a Claim except as otherwise agreed in writing or as provided in Sec[ion 9.7.1 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. § 4.3.4 Claims far Concealed or Unknown Conditions. If conditions are encountered at the site which are (1) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect will promptly investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Surn oa° Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall so notify the Owner and Contractor in writing, stating the reasons. Claims by either party in opposition to such determination must be made within 21 days after the Architect has given notice of the decision. If the conditions encountered are materially different, the Contract Sum and Contract Time shall be equitably adjusted, but if the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the adjustment shall be referred to the Architect for initial determination, subject to further proceedings pursuant to Section 4.4. § 4,3.5 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.6. § 4.3.6 If the Contractor believes additional cost is involved for reasons including but not limited to (1) a written interpretation from the Architect, (2) an order by the Owner to stop the Work where the Contractor was not at fault, (3) a written order for a minor change in the Work issued by the Architect, (4) failure of payment by the Owner, (5) termination of the Contract by the Owner, (b) Owner's suspension ar (7) other reasonable grounds, Claim shall be filed in accordance with this Section 4.3. AIA Document A201 T'" -1997. Copyright ®t911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1978, 1987 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized i 9 reproduction or distribution of this AIAQO Document, or any portion oT it, may result in severe civil and criminal penalties, and will be prosecuted to the ~ maximum extent passible under the law. This document was produced by AIA software at 11:28:03 an 11/15/2007 under Order No.1000317133 t which expires on 8/18/2008, and is not fpr resale. User Notes: (3847826007) § 4.3.7 Claims for Additional Time § 4.3.7.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work.. In the case of a continuing delay only one Claim is necessary, § 4.3.7.2 if adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect vn the scheduled construction. § 4.3.8 Injury or Damage tv Person or Property. if either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 4.3.9 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner yr Contractor, the applicable unit prices shall be equitably adjusted. § 4.3.10 Claims for Consequential Damages. The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes: ,1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 1.4. Nothing contained in this Section 4.3.10 shall be deemed to preclude an award of liquidated direct damages, when applicable, in accordance with the requirements of the Contract Documents. § 4.4 RESOLUTION 0~ CLAIMS AND DISPUTES § 4.4.1 Decision of Architect. Claims, including thane alleging an error or omission by the Architect but excluding those arising under Sections 10.3 through 10.5, shall be referred initially to the Architect far decision. An initial decision by the Architect shall be required as a condition precedent to mediation, arbitration or litigation of all Claims between the Contractor and Owner arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Architect with no decision having been rendered by the Architect. The Architect will not decide disputes between the Contractor and parsons or entities other than the Owner, § 4.4.2 The Architect will review Claims and within ten days of the receipt of the Claim take one or more of the following actions: (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 Architect is unable to resolve the Claim if the Architect lacks sufficient information to evaluate the merits of the Claim or if the ArchitecC concludes that, in the Architect's sole discretion, it would be inappropriate for the Architect to resolve the Claim. § 4.4.3 In evaluating Claims, the Architect may, but shall not be obligated to, consult with yr seek information from either party or from persons with special knowledge or expertise who may assist the Architect in rendering a decision. The Architect may request the Owner to authorize retention of such persons at the Owner's expense. § 4.4.4 If the Architect requests a party to provide a response to a Claim yr to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either provide a response on the requested supporting data, advise the Architect when the response yr supporting data will be furnished or advise the Architect that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Architect will either reject or approve the Claim in whole or in part. AIA Document A201 TM -1997. Copyright ®1911, 1815, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1978, 1987 and 1997 by Tha American Inst. Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 20 reproduction or distribution oT this AIAQO Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 1 1:26:03 on 11!15/2007 under drder No.1000317133 1 which expires on 8/1812008, and is not For resale. User Notes: (3847826007) § 4.4.5 The Architect will approve or reject Claims by written decision, which shall state the reasons therefor and which shall notify the parties of any change in the Contract Sum or Contract Time or both. 'T'he approval or rejection of a Claim by the Architect shall be final and binding on the parties but subject to mediation and arbitration. § 4.4.6 When a written decision of the Architect states that (I) the decision is final but subject to mediation and arbitration and (2) a demand for arbitration of a Claim covered by such decision must be made within 30 days after the date on which the party making the demand receives the final written decision, then failure to demand arbitration within said 30 days' period shall result in the Architect's decision becoming final and binding upon the Owner and Contractor. If the Architect renders a decision after arbitration proceedings have been initiated, such decision may be entered as evidence, but shall not supersede arbitration proceedings unless the decision is acceptable to all parties concerned. § 4.4.7 Upon receipt of a Claim against the Contractor or at any time thereafter, the Architect or the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim, If the Claim relates to a possibility of a Contractor's default, the Architect or the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. § 4.4.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the Claim by the Architect, by mediation or by arbitration. § 4.5 MEnIATION § 4.5.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those waived as provided far in Sections 4,3,10, 9.1.0.4 and 9.10.5 shall, after initial decision by the Architect or 30 days after submission of the Claim tv the Architect, be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. § 4,5.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other party to the Contract and with the American Arbitration Association, The request may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. § 4.5.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon, Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 4.6 ARBITRATIQN § 4.6.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those waived as provided for in Sections 4.3.10, 9.10,4 and 9.10.5, shall, after decision by the Architect or 30 days after submission of the Claim to the Architect, be subject to arbitration, Prior to arbitration, the parties shall endeavor to resolve disputes by mediativn in accordance with the provisions of Section 4.5. § 4.6.2 Claims not resolved by mediation shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect. The demand for arbitration shall be filed in writing with the other party to the Contract and with the American Arbitration Association, and a copy shall be filed with the Architect. § 4.6.3 A demand for arbitration shall be made within the time limits specified in Sections 4.4.6 and 4.6.1 as applicable, and in other cases within a reasonable time after the Claim has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute of limitations as determined pursuant to Section 13.7. AIA Document A201'"' -1997. Copyright ~ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.$. Copyright Law and International Treaties. Unauthorized 21 reproduction or distribution of this AIA® Document, or any portion of ft, may result in severe civil and criminal penalties, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15/2007 under Order No.1000317133 1 which expires on 8/18/2008, and is not for resale. User Notes: (3847826007) § 4.6.4 Limitation on Consolidation or Joinder. No arbitration arising out of or relating to the Contract shall include, by consolidation or joinder or in any other manner, the Architect, the Architect's employees or consultants, except by written consent containing specific reference to the Agreement and signed by the Architect, Owner, Contractor and any other persvn or entity sought to be joined. No arbitration shall include, by consolidation or joinder nr in any other manner, parties other than the Owner, Contractor, a separate contractor as described in Article 6 and other persons substantially involved in a common question of fact or law whose presence is required if complete relief is to be accorded in arbitration. No persvn yr entity other than the Owner, Contractor or a separate contractor as described in Article 6 shall be included as an original third party or additional third party to an arbitration whose interest or responsibility is insubstantial. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitrativn of a Claim not described therein or with a person or entity not named or described therein. The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person yr entity duly consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 4.6.5 Claims and Timely Assertion of Claims. The party filing a notice of demand for arbitrativn must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. § 4.6.8 Judgment on Final Award. 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. ARTICLE 5 SUBCONTRACTORS § 5.1 DEFINITIONS § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Cvntractvr tv perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. § 5.7.2 ASub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Wvrk at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if singular in number and means aSub-subcontractor or an authorized representative of the Sub- subcontractor. § 5.2 AWARD OF SUECONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK § 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing w the Owner through the Architect the names of persons or entities (including those who are to furnish materials yr equipment fabricated to a special design) proposed for each principal portion of the Wvrk, The Architect will prvmptly reply to the Cvntractvr in writing stating whether yr not the Owner or the Architect, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Architect to reply promptly shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone tv 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 cvntractor 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 cotmnencement of the substitute Subcontractor's Work. However, nv increase in the Cvntract Sum ar Contract Time shall be allowed for such change unless the Cvntractvr has acted prvmptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitute. AIA Document A201 T'" -1997. Copyright ~ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Init. Institute of Architects. All rights reserve. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 22 reproduction or distribution of this AIA Document, qr any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 1 1 /1 5120 0 7 under Order No.100D317133_1 which expires on 8/18/20D8, and is not for resale. User Notes: (3847826007) § 5.3 SUBCONTRACTUAL RELATIONS § 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assmne toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Docwnents, 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 Subcontracwr so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, [he benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. § 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that: .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcontractor and Contractor in writing; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. ARTICLE fi CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.10WNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation, if the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Section 4.3. § 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 Uwner-Contractor Agreement, § 6.1.3 The Owner shall provide far coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and Articles 10, 11 and 12. § 6.2 MUTUAL RESPONSIBILITY § 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and swrage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. AIA Document A201'"" -1897. Copyright ®1911, 1915, 191$, 1925, 1937, 1951, 195$, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIAa Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 2$ reproduction or distribution of this AIA® Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 11;26:03 on 11/15/2007 under Order No.1000317133_1 which expires on 8!18/2008, and is not for resale. User Notes: (3847826007) § 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner yr a separate contractor, the Contractor shall, prior tv proceeding with that portion of the Wvrk, promptly report to the Architect apparent discrepancies or defects in such other construction that wquld render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate cgntractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. § 6.2.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a separate contractor because of delays, improperly timed activities or defective construction of the Contractor. The Owner shall be responsible tv the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the Work or defective construction vF a separate contractor. § 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction yr to property of the Owner or separate contractors as provided in Section 10.2.5. § 6.2.5 The Owuer and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3,14. § 6.3 OWNER'S RIGHT TO CLEAN UP § 6.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Architect will allocate the cost among those responsible. ARTICLE 7 GRANGES IN THE WORK § 7.1 GENERAL § 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Under, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents, § 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. § 7.1,3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. § 7.2 CHANGE ORDERS § T.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and Architect, stating their agreement upon all of the following: .1 change in the Work; ,2 the amount of the adjustment, if any, in the Contract Sum; and .3 the extent of the adjustment, if any, in the Contract Time. § 7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Section 7.3.3. § 7.3 CONSTRUCTION CHANGE DIRECTIVES § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly, § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. AIA Document A201TM -1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 19fi1, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthnrized 24 reproduction nr dlstributinn of this AIA® Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 11:26:03 vn 11/15/2007 under Order No.100D317133__1 which expires vn $/18/2008, and is not for resale. User Notes: (3847826007) § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: ,1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to pernut evaluation; .2 unit. prices stated in the Cvntract Documents or subsequently agreed upon; .3 cost tv be determined in a manner agreed upon by the parties and a mutually acceptable fixed yr percentage fee; or .4 as provided in Section 7.3.6. § 7.3.4 Upon receipt of a Construction Change Directive, the Cvntractvr 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 Cvntract Sum or Cvntract Time. § 7.3.5 A Construction Change Directive signed by the Contractor indicates the agreement of the Contractor therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall he determined by the Architect on the basis of reasonable expenditures and savings of those performing the Wvrk attributable to the change, including, in case of an increase in the Contract Sum, a reasonable allowance fvr overhead and profit. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.6 shall be limited to the following: .1 costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance; .2 costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .3 rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 costs of premiums fvr all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and .5 additional costs of supervision and field office personnel directly attributable to the change. § 7.3.7 The amount of credit to be allowed by the Cvntractvr to the Owner for a deletion or change which results in a net decrease in the Cvntract Surn 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. § 7,3.8 Pending Final. determination of the total cost of a Construction Change 1irective to the Owner, amounts not in dispute for such changes in the Work shall be included in Applications for Payment accompanied by a Change Order indicating the parties' agreement with part or all of such costs. For any portion of such cost that remains in dispute, the Architect will make an interim determination fvr purposes of monthly certification for payment for those costs. That determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a claim in accordance with Article 4. § 7.3.9 When the Owner and Contractor agree with the determination made by the Architect concerning the adjustments in the Cvntract Surn and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order. § 7.4 MINOR GRANGES IN THE WORK § 7.4.1 The Architect will have authority tv order minor changes in the Wvrk not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall he binding on the Owner and Contractor. The Contractor shall carry out such written orders promptly. AIA Document A201TM -1997. Copyright ~ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthprized .~5 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible ender the law. This document was produced by AIA software at 11:26:03 on 11/15/2007 under Order No.1000317133_1 which expires on 8/i B/2008, and is not for resale. User Notes: (3847826007) ARTICLE 8 TIME § 8.1 DEFINITIONS § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Wvrk is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. § 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 PROGRES5 AND COMPLETION § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior tv the effective date of insurance required by Article 11 tv be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless the date of commencement is established by the Contract Documents or a notice to proceed given by the Owner, the Contractor shall notify the Owner in writing not less than five days or other agreed period before commencing the Work tv permit the timely filing of mortgages, mechanic's liens and other security interests. § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.3 DELAYS AND EXTENSIONS OF TIME § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by labor disputes, tire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control, or by delay authorized by the Owner pending mediation and arbitration, or by other causes which the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Section 4.3. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLh 9 PAYMENTS AND COMPLETION § 9.1 CONTRACT SUM § 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.2 SCHEDULE OF VALUES § 9.2.1 Before the First Application for Payment, the Contractor shall submit to the Architect a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 9.3 APPLICATIONS FOR PAYMENT § 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment for operations completed in accordance with the schedule of values. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to AIA Document A201 T'" -1997. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1981, 1963, 1968, 1970, 1976, 1987 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 46 reproduction or distribution of this AIA® Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15/2007 under order No.1000317133._1 which expires on 811 812 0 0 8, and is not for resale. User Notes: (3847826007) payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for in the Contract Documents. § 9.3.1.1 As provided in Section 7.3.8, such applications may include requests for payment on account of changes in the Work which have been properly authorized by Construction Change Directives, or by interim determinations of the Architect, but not yet included in Change Orders. § 9.3.1.2 Such applications may not include requests for payment for portions of the Work for which the Contractor does not intend to pay to a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. if approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored nn or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's Ntle 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 Ntle 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 far Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, ar other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Wnrk. § 9.4 CERTIFIGATES FOR PAYMENT § 9.4.1 The Architect will., within seven days after receipt of the Contractor's Application far Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, far such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on- site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) made examination to ascertain how ar for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.5 DECISIONS TO WITHHQLD CERTIFICATION § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because nf: .1 defective Work not remedied; AIA Document A201 T"' -1997. Copyright ©1811, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIA°0 Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 2~ reproduction or distribution of this AIA® Document, or any portion bT it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15/2007 under Order No.1000317133 1 which expires on 8118/2008, and is not for resale. User Notes: (3aa7a26oo7) .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials yr equipment; .4 reasonable evidence that the Work cannot be completed fvr the unpaid balance of the Cvntract Sum; .5 damage to the Owner or another contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 persistent failure to carry out the Work in accordance with the Contract Documents. § 9,5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.fi PROGRESS PAYMENTS § 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. § 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor's portion of the Work, The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner. § 9.fi.3 The Architect will, on request, furoish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor, § 9.6.4 Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. § 9.fi.5 Payment tp material suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.fi,fi A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. § 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor For Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under Cvntract with the Contractor fvr which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, shall create any fiduciary liability or turf liability on the part of the Contractor for breach of trust or shall entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.7 FAILURE OF PAYMENT § 9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount certified by the Architect or awarded by arbitration, then the Contractor may, upon seven additional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable Costs of shut-down, delay and start-up, plus interest as provided for in the Contract Documents. AIA Document A201 TM' - 1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized ~~ reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the ( maximum extent possible under the law. This document was produced by AIA software at 11:26'03 on 11/15/2007 under Order Np.1000317133_1 which oxpires on 8/18/2p08, and is not for resale. User Notes: (3847826007) § 9.8 SUBSTANTIAL COMPLETION § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Contractor considers that the Work, nr a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof, Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. § 9.9 PARTIAL OCCUPANCY OR USE § 9.9.7 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Section 11.4.1.5 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. § 9.9.21mmediately 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 § 9.70.7 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in AIA Document A201 i"' -1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 29 reproduction or distribution of this AIA® Document, or any portion of Il, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15/2007 under Order No.1000317133 1 which expires on 8/18/2008, and is not for resale. User Notes: (3847826007) the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. § 9.10.31f, 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 sv confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. if the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bends have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from: .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 SAFETY PRECAUTIONS AND PROGRAMS § 10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 SAFETY OF PERSONS AND PROPERTY § 10.2.1 The Contractor shall take reasonable precautions for safety vf, and shall provide reasonable protection to prevent damage, injury or loss to: .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub- subcontractors; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. § 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. Init. AIA Document A20t TM - 1997. Copyright ®1911, 1915, 1818, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute ei Architects. All rights reserved. WARNING: This AIA°° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 30 reproduction or distribution of this AIA°p Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the J maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15/2007 under Ordor No.1000317133_1 which expires on 8/18/2008, and is not for resale. User Notes: (3847826007) § 10.2.3 7"he Contractor shall erect and maintain, as required by existing cpnditipns and performance of the Cpntrac[ reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified perspnnel. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or less insured under property insurance required by the Contract Documents) to property referred tp in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone far whose acts they may be liable and fpr which the Contractor is responsible under Sections 10.2.1.2 and 10,2,1,3, except damage pr loss attributable to acts yr omissions of the Owner or Architect or anyone directly or indirectly employed by either pf 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 obligatipns of the Contractor are in addition to the Contractor's obligatipns under Section 3.18. § 10,2.fi 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 Qwner and Architect. § 10.2.7 The Contractor shall not load or permit any part of the cpnstruction or site to be loaded so as to endanger its safety. § 10.3 HAZARDOUS MATERIALS § 10.3.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Architect in writing, § 10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to verity that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing tp the Contractor and Architect the names and qualifications of persons pr entities who are to perform tests verifying the presence or absence of such material or substance pr who are to perform the task of removal or safe containment of such material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner, If either the Contractor pr 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 pf the Owner and Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut-down, delay and start-up, which adjustments shall be accomplished as provided in Article 7. § 10.3.3 To the fullest extent pernvtted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect's consultants and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section ] 0.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than The Work itself) and provided that such damage, loss or expense is not due to the sole negligence of a party seeking indemnity. § 10.4 The Owner shall not be responsible under Section 10.3 for materials and substances brought to the site by the Contractor unless such materials or substances were required by the Contract Documents. AIA Document A201T"' -1997. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 31 reproduction or distribution of this AIA® Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11l15/2p07 under Order No.10D0317133 1 which expires on 8/18/2008, and is not for resale. User Notes: (3847826007) § 10.5 If, without negligence on the part of the Contractor, [he Contractor is held liable for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred. § 10.6 EMERGENCIES § 10.6.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on accounC of an emergency shall be determined as provided in Section 4.3 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 GONTRACTOR'S LIABILITY INSURANCE § 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor's operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: .1 claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed; .2 claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; .3 claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; .4 claims for damages insured by usual personal injury liability coverage; .5 claims for damages, ether than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; .6 claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; .7 claims for bodily injury or property damage arising out of completed operations; and .8 claims involving contractual liability insurance applicable to the Contractor's obligations under Section 3.1 S. § 11.1.2 The insurance required by Section 1 l.l.l shall be written for not less than limits of liabiNty specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from date of commencement of the Work until date of final payment and termination of any coverage required to be maintained after final payment. § 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These certificates and the insurance policies required by this Section 1 1.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force after final payment and are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Section 9.10.2. Information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate, ar both, shall he furnished by the Contractor with reasonable promptness in accordance with the Contractor's information and belief. § 11.2 OWNER'S LIABILITY INSURANCE § 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. § 11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE § 11.3.1 Optionally, the Owner may require the Contractor to purchase and maintain Project Management Protective Liability insurance from the Contractor's usual sources as primary coverage for the Owner's, Contractor's and Architect's vicarious liability for construction operations under the Contract. Unless otherwise required by the Contract Documents, the Owner shall reimburse the Contractor by increasing the Contract Sum to pay the cost of purchasing and maintaining such optional insurance coverage, and the Contractor shall not be responsible for purchasing any other liability insurance nn behalf of the Owner. The minimum limits of liability purchased with such coverage shall be equal to the aggregate of the limits required for Contractor's Liability Insurance under Sections 11.1.1.2 through 11.1.1.5. AIA Document A201TM' -1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 32 reproduction ar distribution of this AIA® Document, or any pprtion of it, may result in severe civil and criminal penalties, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11!15/2007 under Order No.1000317133_1 which expires on 8/18/2008, and is not for resale. User Notes: (3847826007) § 11,3.2 To the extent damages are covered by Project Management Protective Liability insurance, the Owner, Contractor and Architect waive all rights against each other for damages, except such rights as they may have to the proceeds of such insurance. The policy shall provide for such waivers of subrogation by endorsement or otherwise. § 11,3.3 The Uwner shall not require the Contractor to include the Owner, Architect or other persons or entities as additional insureds on the Contractor's Liability Insurance coverage under Section 11.1. § 11.4 PROPERTY INSURANCE § 11.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authvtized to do business in the jurisdiction in which the Froject is located, property insurance written vn a builder's risk "all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until nv person or entity other than the Ownet has an insurable interest in the property required by this Section 1 1.4 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractvrs and Sub- subcontractors in the Project. § 11.4.1,1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without. duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation fvr Architect's and Contractor's services and expenses required as a result of such insured loss. § 11.4,1,2 if the Owner does not intend to purchase such property insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Cvntractor in writing prier to commencement of the Work. The Contractor may then effect insurance which will protect the interests of the Contractor, Subcontractvrs and Sub-subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractvr is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, without so notifying the Contractvr in writing, then the Owner shall bear all reasonable costs properly attributable thereto. § 11.4.1.3 If the property insurance requires deductibles, the Owner shall pay costs not cvvered because of such deductibles. § 11.4,1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. § 11.4.1.5 Partial occupancy yr use in accordance with Section 9.9 shall net commence until the insurance cvmpany of companies providing property insurance have consented to such partial occupancy vt use by endvrsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company [)r companies and shall, without mutual written consent, take no action with respect to partial vccupancy yr use that would cause cancellation, lapse or reduction of insurance. § 11.4.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Cvntractor, Subcontractvrs and Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds. § 11,4.3 Lvss of Use ]nsurance. The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor fvr loss of use of the Owner's property, including consequential losses due to fire or ether hazards however caused. AIA Document A201TM' -1997. Copyright ®1911, 1915, 1918, 1825, 1937, 1951, 1958, 1981, 1983, 1986, 1970, 1976, 1987 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 33 reproduntian or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 11:26:03 nn 11/15!2007 under Order No.1000317133_1 which expires on 8/18/20D8, and is not far resale. User Notes: (3847826D07) § 11.4.4 If the Cvntractvr requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insurance, and the coat thereof shall be charged to the Contractvr by appropriate Change Order, § 11.4.5 If during the Project constructive 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 prvperty insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, the Owner shall waive all rights in accordance with the terms of Section 11..4,7 for damages caused by fire or ether causes of loss covered by this separate property insurance. All separate policies shall provide this waiver of subrogation by endorsement or otherwise. § 11.4.6 Before an exposure tv loss may occur, the Owner shall file with the Contractor a copy of each pvlicy that includes insurance coverages required by this Section 11.4. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days' prior written notice has been given to the Contractor. § 11.4.7 Waivers of Subrogation. The Owner and Contractvr waive al] rights against (1) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the ether, and (2) the Architect, Architect's consultants, separate contractvrs described in Article 6, if any, and any of their subcontractors, sub-subcontractors, agents and employees, for damages caused by bre or other causes of loss to the extent cvvered by prvperty insurance obtained pursuant to this Section 11.4 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors described in Article 6, if any, and the subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person yr entity even though that person or entity would vtherwise have a duty of indemnification, contractual or vtherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurab]e interest in the property damaged. § 11,4,$ A loss insured under Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 1 1.4,10. The Contractvr shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. § 11.4.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties. The cvst of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or in accordance with an arbitrative award in which case the procedure shall be as provided in Section 4.6. If after such loss nv other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7. § 11.4.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the Owner's exercise of this power; if such objection is made, the dispute shall be resolved as provided in Sections 4.5 and 4.6. The Owner as fiduciary shall, in the case of arbitration, make setClement with insurers in accordance with directions of the arbitrators. If distribution of insurance proceeds by arbitrative is required, the arbitrators will direct such distribution, § 11.5 PERFORMANCE BOND AND PAYMENT BOND § 11.5,1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Cvntract Dvcumen[s on the date of execution of the Contract. AIA Document A207TM' -1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.5. Copyright Law and International Treaties. Unauthorized 34 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 11:28:03 on 11!15/2007 under prder No.1000317133.__1 which expires on 8/18!2008, and is not for resale. User Notes: (3847828007) § 11.5.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Cvntract, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy to be tnade. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 UNCOVERING OF WORK § 12,1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Architect, be uncovered for the Architect's examination and be replaced at the Contractvr's expense without change in the Contract Time. § 12.1.2 If a pvrtivn of the Work has been covered which the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor, if such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. § 12.2 CORRECTION OF WORK § 12,2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION § 12.2.1,1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. § 12.2.2 AFTER SUBSTANTIAL COMPLETION § 12.2.2.1 In addition to the Contractor's vbligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Dwner 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 Contractvr and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Wvrk within a reasonable time during that period after receipt of notice from the Owner or Architect, Che Owner may correct it in accordance with Section 2.4. § 12.2.2,2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual performance of the Work. § 12,2,2,3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. § 12.2.3 The Contractor shall remove from the site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner, § 12.2,4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents. § 12,2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Cvntract Documents.l~stablishment of the one-year period for correction of Work as described in Section 12,2.2 relates only tv the specific obligation of the Contractor to correct the Work, and has no relationship tv the time within which the obligation to comply with the Contract AIA Document A201 T*' -1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIA® Document is prpteCted by U.B. Cppyright Law and International Treaties. Unauthorized 35 reproduction or distribution of this AIA® Document, or any portion of It, may result in severe civil and oriminai penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 11:26:03 pn 11115/2007 under Order No.1000317133._i which expires on 8/18/2008, and is not far resale. User Notes: (3$47826007) Documents may be sough[ [o be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. § 12.3 ACCEPTANCE OF NONCONFORMING WORK § 12.3.1 If the Owner prefers to accept Work which is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 GOVERNING LAW § 13.1.1 The Contract shall be governed by the law of the place where the Project is located. § 13.2 SUCCES$OR$ AND ASSIGNS § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all nbhgations under the Contract. § 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to an institutional lender providing construction financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. § 13.3 WRITTEN NOTICE § 13.3.1 Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by registered or certified mail to the last business address known to the party giving notice. § 13.4 RIGHTS AND REMEDIES § 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. § 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. § 13.5 TESTS AND INSPECTIONS § 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections or approvals which do not become requirements until after bids are received or negotiations concluded. § 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Architect will, upon written authorisation from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present For such procedures. Such costs, except as provided in Section 13.5.3, shall be at the Owner's expense. AIA Document A201'"' -1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by Ths American Init. Institute of Architects. All rights reserved. WARNING: This AIAQO Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 36 reproduction or distribution oT this AIA® Document, or any portion of it, may result in severe Civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15(2007 under Order No.1oDD317133_1 which expires on 8/18l20D8, and is not for resale. User Notes: (3847826007) § 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work tv comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation far the Architect's services and expenses shall be at the Contractor's expense. § 13.5.4 Required certificates of testing, inspectivn or approval shall, unless otherwise required by the Cvntract Documents, be secured by the Contractor and promptly delivered to the Architect. § 13.5.5 If the Architect is tv observe tests, inspections or approvals required by the Cvntract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. § 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Wvrk. § 13.6 INTEREST § 13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. § 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD § 13.7.1 As between the Owner and Contractor: .1 Before Substantial Completion. As to acts or failures to act occurring privy to the relevant date of Substantial Completion, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed tv have accrued in any and all events not later than such date of Substantial Completion; .2 Between Substantial Completion and Final Certificate for Payment. As to acts or failures tv act occurring subsequent to the relevant date of Substantial Completion and prior to issuance of the final Certificate for Fayment, any applicable statute of HmitaNons shall evmmence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of issuance of the final Certificate for Payment; and .3 After Final Certificate for Payment. As to acts yr failures to act occurring after the relevant date of issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of any act or failure to act by the Contractvr pursuant to any Warranty provided under Section 3.5, the date of any correction of the Work or failure to correct the Work by the Contractor under Section 12,2, or the date of actual commission of any other act or failure to perform any duty or obligation by the Contractor or Owner, whichever occurs last. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 TERMINATION BY THE CONTRACTOR § 14.1.1 The Contractor may termnate the Contract if the Work is stopped for a period of 30 consecutive days through no act yr fault of the Contractor or a Subcontracwr, Sub-sttbcvntractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: .1 issuance of an order of a court or other public authority having jurisdiction which requires all Work to be stopped; .2 an act of government, such as a declaration of national emergency which requires all Work tv be stopped; .3 because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 the Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Section 2.2.1. § 14.1.2 "I"he Cvntractor may terminate the Contract if, through nv act yr fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work AIA Document A2111TM -1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Init. Institute of Architocts. All rights reserved. WARNING: This AIA® pocument is protected by U.S. Copyright Law and International Treaties. Unauthorized 37 reproduction or distribution of this AIA® Document, or any portign of it, may result in severe civil and criminal penalties, and will be prosecuted to the j maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11115!2007 under Order No.1000317133 1 which expires on 8/18!2008, and is not far resale. User Notes: (3847826007) by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. § 14.1.31E one of the reasons described in Section 14,1.1 or 14.1.2 exists, the Contractor may, upon seven days' written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable overhead, profit and damages. § 14.1.41E the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has persistently failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. § 14.2 TERMINATION BY THE OWNER FOR CAUSE § 14.2.1 The Owner may terminate the Contract if the Contractor: .1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Architect that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 accept assignment of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2,1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Conn•actor 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 Architect, upon application, and this obligation for payment shall survive termination of the Contract. § 14.3 SUSPENSION BY THE pWNER FOR CONVENIENCE § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 14.3,2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14,3.1, Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent: .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. AIA Document A201 TM -1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1968, 1970, 1976, 1987 and 1997 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 38 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15/2007 under Order No.1000317133__1 which expires on 8/18/2008, and is not for resale. User Notes: (3847826007) § 14.4 TERMINATION BY THE bWNER FOR CONVENIENCE § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. § 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall: ,1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. AIA Document p201 TM -1997. Copyright ~ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is prptected by U.S. Copyright Law and International Treaties. Unauthorized 39 reproduction or distribution of this AIA°0 Document, or any portion of It, may result in severe civil and criminal penalties, and will be prpsecuted to the / maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15!2007 under Order Np.1000317133_1 which expires on $118/2008, and is not far resale. User Nates: (38k7826007) Additions and Deletions Report for AIA®Document A241 rM -1997 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 11:26:03 on 11/15!2007. PAGE 1 City of Bozeman -City _Hall 121 N Rouse Ave. Bozeman, MT 59715 (Name and address); Cit of Bozeman P.O. Box 1230 Bozeman. MT 59771 (Name and addr<a,c): Comma-O Architecture.,,, Inc. 109 N Rouse Ave #1 Bozeman, MT 59715 Addltlons and Deletions Report for AIA Document A201 TM -1997. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1126:03 on 11/15/2007 under Order No.1000317133 .1 which expires on 8/18/2008, and is not for resale. User Notes: (3847826007) Certification of Document's Authenticity AIA Document D401 TM - 2003 I, Ben Llvyd, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 1 1:26:03 on 11/15/2007 under Order No. 1000317133_1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document A201TM - 1997 -General Conditions of the Contract for Construction, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) ~ ~ / ~r~o (Dared) AIA Document D401 T*' - 2003. Copyright ®1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: Thls AIAO° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:26:03 on 11/15/2007 under Order No.1000317133 1 which expires on 8/18/2008, and is not for resale. Usar Notes: (3847826007) AIA DOCUMENT A201, 15tH EDITION - 1997 SUPPLEMENTARY CONDITIONS General Conditions: The General Conditions of the Contract for Construction, AIA Document A201, 1 Scn Edition, 1997, Articles 1 through 14 inclusive, is part of this Contract and is incorporated by reference as if fully set forth herein. For brevity, the General Conditions of the Contract for Construction, AIA Document A201, 1Sth Edition, 1997, is also referred to in the Contract Documents as the "General Conditions." The following Supplementary Conditions modify, change, delete from, and add to, the General Conditions. Where any portion of the General Conditions is modified or deleted or any paragraph, subparagraph or thereof is modified or deleted by these Supplementary Conditions, the unaltered provisions of the General Conditions shall remain in effect. 1.1 1.1.1 Add the following at the end of Subparagraph 1.1.1: The Contract Documents do include the Standard Form Agreement Between Owner and Architect with the Standard Form of Architect's Services: Design and Contract Administration, AIA Document B141, 1 Scn Edition, 1997, and the Supplementary Form to the AIA Document B 141, 1 Sc1~ Edition, 1997. Add the following new subparagraphs to this Paragraph 1.1: 1.1.8 Approved When the words "approved," "satisfactory," "proper" or "as directed" are used, including derivatives thereof, approval by the Architect shall be required. 1.1.9 Provide When the word "provide" is used, including derivatives thereof, it shall mean to properly fabricate, complete, transport, deliver, install, erect, construct, test and furnish all labor, materials, equipment, apparatuses, appurtenances, and all items and expenses necessary to properly complete in place, ready for operation or use under the terms of the Specifications. 1.1.10 Addenda Addenda are written or graphic instruments issued prior to the execution of the Contract Documents which modify or interpret the bidding documents, including the Drawings and the Specifications, by additions, deletions, clarifications or corrections. City of Bozeman City Hall Remodel Page 1 of 29 1.1.11 Bulletins Bulletins are written or graphic instruments issued by the Architect after the execution of the Contract Documents which request a proposal from the Contractor that, if accepted by the Owner, will cause the execution of a Change Order to modify the Contract Documents. 1.1.12 1{nawledge The terms "knowledge," "recognize" and "discover," including derivatives thereof, anal similar terms in the Contract Documents, as used in reference to the Contractor, shall be interpreted to mean that which the Contractor knows (or should know), recognizes (or should recognize) and discovers (or should discover) in exercising the care, skill, and diligence required by the Contract Documents. Analogously, the expression "reasonably inferable," and similar terms in the Contract Documents, shall be interpreted to mean reasonably inferable by a contractor familiar with the Project and exercising the care, skill and diligence required of the Contractor by the Contract Documents. 1.1.13 Persistently The expression "persistently fails," and similar terms in the Contract Documents, as used in reference to the Contractor, shall be interpreted to mean any combination of acts or omissions that causes the Owner or the Architect to reasonably conclude that the Contractor will not complete the Work within the Contract Time, for the Contract Sum or in substantial compliance with the requirements of the Contract Documents. 1.2 1.2.1 Add the following at the end of Subparagraph 1.2.1: With regard to the construction of the Project, in the event of inconsistencies within or between parts of the Contract Documents, or between the Contract Documents and applicable standards, codes, and ordinances, the Contractor sha11(i) provide the better quality or greater quantity of the Work or (ii) comply with the more stringent requirement; either or both in accordance with the Architect's interpretation. The terms and conditions of this Subparagraph 1.2.1, however, shall not relieve the Contractor of any of the obligations set forth in Paragraphs 3.2 and 3.7. .1 On the Drawings, given dimensions shall take precedence over scaled measurements, and large scale drawings over small scale drawings. Z Before ordering any materials or beginning any Work, the Contractor and each Subcontractor shall verify measurements at the Froject site and shall be responsible for the correctness of such measurements. No extra charge or compensation will be allowed on account of differences between actual dimensions and the dimensions indicated in the Drawings. Any difference which City of Bozeman City Hall Remodel Page 2 of 29 maybe found shall be submitted to the Architect for resolution before proceeding with the Work. .3 If a minor change in the Work is found necessary due to actual field conditions, the Contractor shall submit reasonably detailed drawings of such minor change to the Architect for approval before making said change. With. regard to all other matters, including Changes to the Scope of the Work, the GN1P- including the Cost of the Work-- the responsibility for assuring that the Project conforms with applicable rules, laws, regulations and ordinances, and the right of the Contractor, as Contractor or Construction Manager, to appeal claims, including claims for changes in the Work unrelated to changes in the Scope of Work, and in the event of inconsistencies among the Contract Documents, the Contract Documents shall be given precedence in the following order: .1 Exhibit A to the Addendum to AIA Document CMc-2003 .2 Amendment 1 to the Addendum to AIA Document CMc-2003 .3 The Addendum to AIA Document A121 CMc-2003 .4 AIA Document A121 CMc-2003 .5 This Supplement to AIA Document A201-1997 .6 And, finally, AIA Document A201-1997. 1..2.3 Add the following Clause to the end of Subparagraph 1.2.3: .1 Whenever a product is specified in accordance with a Federal Specification, an ASTM Standard, an American National Standards Institute Specification, or other Association Standard, the Contractor shall present an affidavit from the manufacturer when requested by the Architect or required in the Specifications, certifying the product complies with the particular Standard or Specification. When requested by the Architect or specified, support test data shall be submitted to substantiate compliance. 1.5 1.5.2 Add the following at the end of Subparagraph 1.5.2: Prior to the execution of the Contract Documents, the Contractor and each Subcontractor shall evaluate and satisfy for themselves as to the conditions and limitations under which the Work is to be performed, including, without limitation, (i) the location, condition, layout, and nature of the Project site and surrounding areas, (ii) generally prevailing climatic conditions, (iii) anticipated labor supply and costs, (iv) availability and costs of materials, tools, and equipment, and (v) other similar issues. The Owner assumes no responsibility or liability for the physical condition or safety ofthe Project site or any improvements located on the Project site. Except as set forth in Paragraph 10.3, the Contractor shall be solely responsible for providing a safe place for the performance of the Work. The Owner shall not be required to make any adjustments in City of Bozeman City Hall Remodel Page 3 of 29 either the Contract Sum or the Contract Time in connection with any failure by the Contractor or any Subcontractor to have complied with the requirements of this Subparagraph 1.5.2. 2.1 2.1.1. Delete the last three sentences of Subparagraph 2.1.1 and replace with the following: James Goehrung, Director of Facility Services and Chris Kukulski, City Manager are hereby designated respectively by the Owner as the Owner's Designated Representative and the Owner's Construction Representative and are authorized to act on behalf of the Owner, unless a new representative is subsequently designated in writing by the Owner. 2.2 2.2.3 Add the following after the first sentence of Subparagraph 2.2.3: Notwithstanding the above, information furnished by the Owner regarding surveys, subsurface investigation reports, soil borings, utility locates and other material of a similar nature is for general information only and is not a guarantee of the completeness or accuracy of such information, unless specifically noted otherwise herein. Contractor shall verify all existing grades, conditions and dimensions of existing physical conditions and structures and shall simultaneously report any inconsistencies in writing to the Owner and Architect. Contractor shall establish all lines and. levels required to execute the Work and shall bear all costs involved, and shall be responsible for their accuracy and maintenance. In the last sentence of Subparagraph 2.2.3 delete the following language "shall be entitled to rely on the accuracy of information furnished by the Owner but". 2.4 2.4.1 Delete the language in the fourth through the seventh lines of Subparagraph 2.4.1, beginning with the words "the Owner may have such seven-day period" and ending with the words "commence and continue to correct any deficiencies." 2.5 Add the following new Paragraph 2.5: 2.5 Extent of Owner Rights 2.5.1 The rights stated in this Article 2 and elsewhere in the Contract Documents are cumulative and not in limitation of any rights of the Owner (i) granted in the Contract Documents, (ii) at law or (iii) in equity. City of Bozeman City Hall Remodel Page 4 of 29 2.5.2 In no event shall the Owner have control over, charge of, or any responsibility for construction means, methods, techniques, sequences, or procedures or for safety precautions and programs in cannection with the Work, notwithstanding any of the rights and authority granted the Owner in the Contract Dacuments. 3.2 Replace Subparagraph 3.2.1 in its entirety with the following: 3.2.1 The Contractor shall study and compare the Contract Documents with each other, and with the information furnished by the Owner pursuant to Subparagraph 2.2.3, and shall simultaneausly report to the Architect and the Owner any discovered errors, inconsistencies or omissions within a reasonable time of the Contractor's discovering the same. The Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents unless the Contractor recognized such error, inconsistency or omission and failed to report it to the Architect and the Owner. If the Contractor performs any construction activity knowing it involves a recognized error, inconsistency or omission in the Contract Documents without such notice to the Architect and the Owner, the Contractor shall assume appropriate responsibility for such performance and shall bear an apprapriate amount of the attributable cost for correction. .1 The exactness of grades, elevations, dimensions, or locations given on any Drawings issued by the Architect, or the work installed by other contractors, is not guaranteed by the Architect or the Owner. .2 The Contractor shall, therefore, satisfy itself as to the accuracy of all grades, elevations, dimensions, and locations. In all cases of interconnection of its Work with existing or other work, the Contractor shall verify at the site all dimensions relating to such existing ar other work. Any errors due to the Contractor's failure to so verify all such grades, elevations, dimensions, or locations shall be promptly rectified by the Contractor without any additional cost to the Owner. 3.3 3.3.2 In the second line of Subparagraph 3.3.2 add the words "any entity or" between the words "and" and "other." 3.4 Add the following new subparagraphs to Paragraph 3.4: 3.4.4 The Contractor shall give employment preference to bona fide residents of Montana, as defined. in § 18-2-401, M.C.A., in the performance of the Work and shall pay the standard prevailing rate of wages, including fringe benefits for health and welfare, and pension City of Bozeman City Hall Remodel Page 5 of 29 contributions and travel allowance provisions in effect and applicable to the county or locality in which the Work is being performed. .1 The Montana Commissioner of Labor and Industry has established the standard prevailing rate of wages in accordance with §§ 18-2-401 and 18-2-402, M.C.A., a copy of which, entitled Montana Prevailing Wage Rates, is provided in the Project Manual and is incorporated as if fully set forth herein. .2 The Contractor shall classify all workers in the project in accordance with the Montana Prevailing Wage Rates. In the event the Contractor is unable to classify a worker in accordance with these wage rates, he shall contact the Department of Labor and Industry, Labor Standards Division, Capitol Station, Helena, Montana 59620, for a determination of the prevailing wage rate to be paid that particular worker. The Contractor shall be responsible for obtaining wage rates far all workers in the Project prior to their performing any Work on the Project. 3.5 Add the fallowing new Subparagraph 3.5.2 to Paragraph 3.5: 3.5.2 The Contractor agrees to assign to the Owner at the time of final completion of the Work, any and all manufacturer's warranties relating to materials and labor used in the Work and further agree to perform the Work in such manner so as to preserve any and all such manufacturer's warranties. 3.7 Replace Subparagraph 3.7.1 in its entirety with the following: 3.7.1 Except as set forth in Subparagraph 2.2.2, the Contractor shall secure, pay for, and, as soon as practicable, furnish the Owner with copies or certificates of all permits and fees, licenses, and inspections necessary for the proper execution and completion of the Work, including, without limitation, all building permits. All connection charges, assessments or inspections fees as znay be imposed by any municipal agency or utility company are included in the Contract Sum and shall be the Contractor's responsibility. Any charge that maybe assessed against the Contractor under this Paragraph 3.7.1 shall be included as a Construction Manager's Reimbursable Direct Job Cost in accordance with AIA Document A121-2003, as amended by the parties. 3.10 Add the following new subparagraphs to Paragraph 3.10: 3.10.4 The construction schedule shall be in a detailed precedence-style critical path City of Bozeman. City Hall Remodel Page 6 0£ 29 management ("CPM") or prim.avera-type format satisfactory to the Owner and the Architect that shall also (i) provide a graphic representation of all activities and events that will occur during performance of the Work; (ii) identify each phase of construction and occupancy; and (iii) set forth dates that are critical in ensuring the timely and orderly completion of the Work in accordance with the requirements of the Contract Documents (hereinafter referred to as "Milestone Dates"). Upon review and acceptance by the Owner and Architect of the Milestone Dates, the construction schedule shall be deemed part of the Contract Documents and attached hereto and incorporated herein as Exhibit B. If not accepted, the construction schedule shall be promptly revised by the Contractor in accordance with the recommendations of the Owner and the Architect and resubmitted for acceptance. The Contractor shall monitor the progress of the Work for conformance with the requirements of the construction schedule and shall promptly advise the Owner of any delays or potential delays. The accepted construction shall be updated to reflect actual conditions (hereinafter sometimes referred to as "Progress Reports") as set forth in Subparagraph 3.10.1 or if requested by either the Owner or the Architect. In the event any Progress Report indicates any delays, the Contractor shall propose an affirmative plan to correct the delay, including overtime and/or additional labor, if necessary. In no event shall any Progress Report constitute an adjustment in the Contract Time, any Milestone Date, or the Contract Sum unless any such adjustment is a~eed to by the Owner and authorized pursuant to a Change Order. 3.1U.5 In the event the Owner determines that the performance of the Work, as of a Milestone Date, has not progressed or reached the level of completion required by the Contract Documents, the Owner shall have the right to order the Contractor to take corrective measures necessary to expedite the progress of construction, including, without limitation, (i) working additional shifts or overtime, (ii) supplying additional manpower, equipment, and facilities, and (iii) other similar measures (hereinafter referred to collectively as "Extraordinary Measures"). Such Extraordinary Measures shall continue until the progress of the Work complies with the stage or completion required by the Contract Documents. The Owner's right to require Extraordinary Measures is solely for the purpose of ensuring the Contractor's compliance with the construction schedule. .1 The Contractor shall not be entitled to an adjustment in the Contract Sum in connection with Extraordinary Measures required by the Owner under or pursuant to Subparagraph 3.10.5. .2 The Owner may exercise the rights furnished the Owner under or pursuant to this Subparagraph 3.10.5 as frequently as the Owner deems necessary to ensure that the Contractor's performance of the Work will comply with any Milestone Date ar completion date set forth in the Contract Documents. 3.lp.b The Owner shall have the right to direct a postponement or rescheduling of any date or time far the performance of any part of the Work that may interfere with the operation of the Owner's premises ar any tenants or invitees thereof. The Contractor shall, upon the Owner's request, reschedule any portion of the Work affecting operation of the premises during hours when the premises are not in operation. Any postponement, rescheduling, or performance of the City of Bozeman City Hall Remodel Page 7 of 29 Work under this Subparagraph 3.10.6 maybe grounds for an extension of the Contract Tirne, if permitted under Subparagraph 8.3.1, and an equitable adjustment in the Contract Sum if (i) the performance of the Work was properly scheduled by the Contractor in compliance with the requirements of the Contract Documents, and (ii) such rescheduling or postponement is required for the convenience of the Owner. The Contractor's right to an equitable adjustment provided by this section is not subject to any provision of the Contract Documents to the contrary. 3.13 Add the following new subparagraphs to Paragraph 3.13: 3.13.2 Only the materials and equipment which are to be used directly in the Work shall be brought to and stored on the Project site by the Contractor. After equipment is no longer required for the Work, it shall be promptly removed from the Project site. Protection of construction materials and equipment stored at the Froject site from weather, theft, damage and other adversity is solely the responsibility of the Contractor. The Cantractar shall ensure that the Work, at all times, is performed in a manner that affords reasonable access, both vehicular and pedestrian, to the site of the Work and all adjacent areas. The Work shall be performed, to the extent reasonably possible, in such a manner that public areas adjacent to the site of the Work shall. be free from all debris, building materials, and equipment likely to cause hazardous conditions. 3.13.3 The Contractor and any entity for whom the Contractor is responsible shall not erect any sign nn the Project site without the prior written consent of the Owner, which maybe withheld in the sole discretion of the Owner. 3.13.4 Without limitation of any other provision of the Contract Documents, the Contractor shall use best efforts to minimize any interference with the occupancy or beneficial use of (i) any areas and buildings adjacent to the site of the Work and (ii) the Building in the event of partial occupancy, as more specifically described in Paragraph 9.9. Without prior approval of the Owner, the Contractor shall not permit any workers to use any existing facilities at the Project site, including, without limitation, lavatories, toilets, entrances, and parking areas other than those designated by the Owner. .1 Without limitation of any other provisian of the Contract Documents, the Contractor shall use its reasonably, best efforts to comply with all the rules and regulations promulgated by the Owner in connection with the use and occupancy of the Project site and the Building, as amended from time to time. The Cantractor shall immediately notify the Owner in writing if during the performance of the Work, the Contractor finds compliance with any portion of such rules and regulations to be impracticable, setting forth the problems of such compliance and suggesting alternatives through which the same results intended by such portions of the rules and regulations can be achieved. The Owner may, in the Owner's sale discretion, adopt such suggestions, develop City of Bozeman City Hall Kemodel Page 8 of 29 new alternatives, or require compliance with the existing requirements of the rules and regulations. .2 The Contractor shall also comply with all insurance requirements and collective bargaining agreements applicable to use and occupancy of the Project site and the Building. 3.18 3.18.1 Delete the following language from Subparagraph 3.18.1, "and to the extent claims, damages, losses or expenses are not covered by Project Management Protective Liability insurance purchased by the Contractor in accordance with Paragraph 11.3" and ", Architect, Architect's consultants, and agents and employees of any of them." Add the language "including loss of use resulting therefrom," after the parenthetical "(other than the Work itself)". Add the following new subparagraphs to Paragraph 3.1$: 3.1$.3 Subject to Montana law regarding indemnification, the Contractor's indemnity obligations under Paragraph 3.1 S shall also specifically include, without limitation, all fines, penalties, damages, liability, costs, expenses (including, reasonable attorneys' fees and costs as authorized by Montana law), punitive damages (if any) arising out of, or in connection with, any (i) violation of or failure to comply with any law, statute, ordinance, rule, regulation, code, ar requirement of a public authority that bears upon the performance of the Work by the Contractor, Subcontractor, or any person or entity far whom either is responsible, (ii) means methods, procedures, techniques, or sequences of execution or performance of the Work, and (iii) failure to secure and pay permits, fees, approvals, licenses, locates and inspections as required under the Contract Documents, ar any violation of any permit or other approval of a public authority applicable to the Work, by the Contractor, a Subcontractor, or any person or entity for whom either is responsible. 3.18.4 In accordance with Montana law, the Contractor shall not indemnify any other party for such third party's own negligence. The Contractor shall indemnify and hold harmless its lndemnitees from and against any costs and expenses (including reasonable attorneys' fees and costs) incurred by its Indemnitees in enforcing any of the Contractor's defense, indemnity, and hold-harmless obligations under this Contract. 4.1 4.1.1 Add the following language to the end of Subparagraph 4.1.1: The Architect for the Project is: Com~x~a Q Architecture, Inc. Any reference in the Contract Dacurnents to the Architect taking action or rendering a decision within a "reasonable time" or with "reasonable promptness" is understood to mean no more than twa (2) weeks. 4.1.3 In the second line of Subparagraph 4.1.3, delete the following language "against whom the Contractor has no reasonable objection and." City of Bozeman City Hall Remodel Page 9of 29 4.2 4.2.4 Add the following at the end of Subparagraph 4.2.4: All written communication between the Contractor and Architect or its consultants shall be simultaneously copied to the Owner. 4.2.1.3 lnscrt the words "approved by the Owner and" between the words "if' and "consistent" in Subparagraph 4.2.13. 4.3 4.3.2 Add the following at the end of the first sentence of Subparagraph 4.3.2: provided, however, that the claimant shall use its best efforts to furnish the Architect and the other party, as expeditiously as possible, with notice of any Claim including, without limitation, those in connection with concealed or unknown conditions, once such claim is recognized, and shall cooperate with the Architect and the party against whom the claim is made in any effort to mitigate the alleged or potential damages, delay, or other adverse consequences arising out of the condition that is the cause of such a Claim. Add the following at the end of Subparagraph 4.3.2: Claims may also be reserved in writing within the time limits set forth in this Subparagraph 4.3.2. If a Claim is reserved, the resolution of Claims and Disputes procedures described in Paragraph 4.4 shall not commence until a written notice from the claimant is received by the Architect. Any notice of Claim or reservation of Claim must clearly identify the alleged cause and the nature of the Claim and include data and information then available to the claimant that will facilitate prompt verification and evaluation of the Claim. 4.3.4 Add the following at the end of Subparagraph 4.3.4: No adjustment in the Contract Tirne or Contract Sum shall be permitted, however, in connection with a concealed or unknown condition that does not differ materially from those conditians disclosed or that reasonably should have been disclosed by the Contractor's (i) prior inspections, tests, reviews, and preconstruction services for the Project; or (ii) inspections, test, reviews, and preconstruction services that the Contractor had the opportunity to make or should have performed in connection with the Project. 4.3.10 Delete Subparagraph 4.3.10 in its entirety. 4.4 4.4.1 Add the following at the end of the first sentence in Subparagraph 4.4.1: City of Bozeman City Hall Remodel Page 10 of 29 if the claimant first recognizes the condition giving rise to the claim prior to the date of final payment. Add the following new Subparagraph 4.4.9 to Paragraph 4.4: 4.4.9 The decision of the Architect in response to a Claim shall not be a condition precedent to arbitration in the event (1) the position of Architect is vacant; (2) the Architect has failed to render a decision within the agreed time limits or (3) the Architect has failed to take action required under Subparagraph 4.4.5 within thirty (30) days after the Chian is made. In addition, the decision of the Architect in response to a Claim is not necessary during the Preconstruction Phase ofthe Project. 4.5 4.5.3 Add the following at the end of Subparagraph 4.5.3: In no event shall any mediator in connection with a Claim be peranitted to serve as an arbitrator for that, or any other, claim that is not resolved pursuant to mediation. 4.6 Replace Subparagraph 4.6.1 in its entirety with the following: 4.6.1 The Owner may elect to subject disputes arising out of this Agreement to resolution by litigation, after having mediated the dispute. lf, however, the parties anutually agree in writing, a dispute arising out of this Agreement maybe submitted by the parties to resolution by binding arbitration. Mediation is, however, a condition precedent to either party electing to subject disputes arising out of this Agreement to resolution by binding arbitration or litigation. Unless otherwise agreed by the parties at the time of such election, the rules governing binding arbitration invoked by the Owner shall be the Construction laadustry Dispute Resolution Procedures of the American Arbitration Association. Any binding arbitration or lawsuit initiated to interpret or enforce the terms, conditions and agreements set forth in this Agreement and all Contract Documents must occur in and be filed in the 1$rh Judicial District Court of the State of Montana, Gallatin County 4.6.2 Delete Subparagraph 4.6.2 in its entirety. 4.6.3 Delete Subparagraph 4.6.3 in its entirety. 4.6.4 Delete Subparagraph 4.6.4. in its entirety. 4.6.5 Delete Subparagn'aph 4.6.5 in its entirety. 4.6.6 Delete Subparagraph 4.6.6 in its entirety. City of 13ozenian City Hall Remodel Page 11 of 29 5.2 5.2.1 Replace the first sentence of Subparagraph 5.2.1 with the following: No later than forty-five (45) days subsequent to the full execution of the Contract, the Contractor shall furnish the Owner and the Architect, in writing, with (i) the name, trade and subcontract amount for each Subcontractor and (ii) the names of all persons or entities proposed as manufacturers of the products identified in the Specifications (including those who are to furnish materials or equipment fabricated to a special design) and, where applicable, the name of the installing Subcontractor. 5.3 5.3.1 In the first sentence of Subparagraph 5.3.1, delete the language "written where legally required for validity" and insert the word "written" between the words "appropriate" and "agreement." Add the following new Subparagraph 5.3.2 to Paragraph 5.3: _5.3.2 All subcontracts shall be in writing in form and substance substantially similar to the Contractor's standard form subcontract, attached hereto and incorporated herein as Exhibit C, and shall specifically provide that the Owner is an intended third party beneficiary of such subcontract. 5.4 Replace Subparagraph 5.4.2 in its entirety with the following: 5.4.2 Subject to Sections 2$-2-2101, et.seq., and if the Work in connection with a subcontract has been suspended for more than thirty (30) days after termination of the Contract by the Owner pursuant to Paragraph 14.2 and the Owner accepts assignment of such subcontract, the Subcontractor's compensation shall be equitably adjusted for any increase in direct costs incurred by such Subcontractor as a result of the suspension. Add the following new Subparagraph 5.4.3 to Paragraph 5.4: 5.4.3 Each subcontract shall specifically provide that the Owner shall only be responsible to the Subcontractor far those obligations of the Contractor that accrue subsequent to the Owner's exercise of any rights under this conditional assignment. 6.1 Add the following new Subparagraph fi.1.S to Paragraph 6.1: 6.1..5 The Contractor accepts assignment af, and liability for, all purchase orders and other City of Bozeman City I-Tall Remodel Page 12 of 29 agreements for procurement of materials and equipment that are identified as part of the Contract Documents. The Contractor shall be responsible for such pre-purchased items, if any, as if the Contractor were the original purchaser. The Contract Sum includes, without limitation, all casts and expenses in connection with delivery, storage, insurance, installation, and testing of items covered in any assigned purchase orders or agreements. All warranty and correction of the Work obligations under the Contract Documents shall also apply to any pre-purchased items, unless the Contract Documents specifically provide otherwise or are agreed to in writing by the Owner prior to purchase of the items. 7.1 7.1.3 Add the following at the end of Subparagraph 7.1.3: Except as permitted in Paragraph 7.3 and Subparagraph 9.7.2, a change in the Contract Sum or the Contract Time shall be accomplished only by Change Order. Except as provided otherwise by the Addendum to AIA Document 121-2003, na course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be the basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided for in the Contract Documents. 7.3. Replace Clause 7.3.6.5 in its entirety with the following: 7.3.6.5 by actual cost as shown by the Contractor's invoice, plus 5 % allowance for overhead, plus 10% allowance for profit. 7.5 Add the following new Paragraph 7.5: 7.S Agreed Overhead and Prot Rates 7.5.1 For any adjustments to the Contract Sum that are based an other than the unit prices method, the Contractor agrees to charge, and accept, as payment for overhead and profit, the following percentages of costs attributable to the change in the Work: .1 Fifteen percent (15%) for Work by the Contractor not involving the Subcontractors; .2 Twenty percent (20%) for Work by Subcontractors; City of ]3ozeman City Hall Remodel Page 13 of 29 .3 When both additions and credits are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase, if any; .4 For additional Work ordered as described above that will be executed by Subcontractors, it is agreed that the Subcontractors will be permitted to charge fifteen percent (15%) for Work not involving Sub-subcontractors and twenty. percent (20%) for Work by Sub-subcontractors. 7.5.2 Overtime, when specifically authorized by the Owner and not as an Extraordinary Measure, shall be paid for by the Owner on the basis of premium payment only, plus the cost of insurance and taxes based on the premium payment period. Overhead and profit will not be paid y the Owner for overtime. 8.3 8.3.1 Replace all language in Subparagraph $.3.1 after the word "Order" in the sixth line with the following: to the extent such delay will prevent the Contractor from achieving Substantial Completion within the Contract Time and if the performance of the Work is not, was not, or would not have been delayed by any other cause for which the Contractar is not entitled to an extension in the Contract Time under the Contract Documents. The Contractor further acknowledges and agrees that adjustments in the Contract Time will be permitted for a delay only to the extent such delay (i) is not cause, or could not have been anticipated, by the Contractor, and (ii) could not be limited or avoided by the Contractor's timely notice to the Owner of the delay or reasonable likelihood that a delay will occur,. 9.2 9.2.1 Replace the words "Before the first Application for Payment" in the first line of Subparagraph 9.2.1 with the following: Upon full execution of this Contract 9.3 9.3.1 Add the following Clause at the end of Subparagraph 9.3.1: .3 Each. Application for Payment shall be accompanied by the following, all inform and substance satisfactory to the Owner: (i) a current Contractor's lien waiver and duly executed and acknowledged sworn statement showing all Subcontractors and material suppliers with whom the Contractor has entered into subcontracts, the amount of each such subcontract, the amount requested for any Subcontractor and material supplier in the requested progress payment, and the amount to be paid to City of Bozeman City Hall Remodel Page 14 of 29 the Contractor from such progress payment, together with similar swam statements from all such Subcontractors and material suppliers; (ii) duly executed waivers of mechanics' and material suppliers' liens from all Subcontractors and, when appropriate, from material suppliers and lower tier Subcontractors establishing payment or satisfaction of payment of all amounts requested by the Contractor on behalf of such entities or person in any previous Application for Payment; and (iii) all information and materials required to comply with the requirements of the Contract Documents or reasonably requested by the Owner or the Architect. 9.6 9.6.2 Add the following at the end of Subparagraph 9.6.2: Subject to the agreement of the Contractor and the Subcontractor that a joint check constitutes payment under Montana law, the Owner may elect to make any payment requested by the Contractor on behalf of a Subcontractor of any tier jointly payable to the Contractor and said Subcontractor. The Contractor and said Subcontractor shall be responsible for the allocation and disbursement of funds included as part of any such joint payment. In no event shall any joint payment be construed to create any (i) contract between the Owner and a Subcontractor of any tier, (ii) obligations from the Owner to such Subcontractor, or (iii) rights in such Subcontractor against the Owner. Add the following new Subparagraph 9,6.8 to Paragraph 9.6: 9.6.8 A 1 % Montana Contractors License tax will be withheld from all payments to the Contractor, and. the Owner will transmit such moneys to the Department of Revenue. 9.7 9.7.1 Delete the following language from the last sentence of Subparagraph 9.7.1: plus interest as provided for in the Contract Documents Add the following new Subparagraph 9.7.2 to Paragraph 9.7: 9.7.2 If the Owner is entitled to reimbursement or payment from the Contractor under or pursuant to the Contract Documents, such payment shall be made reasonably promptly upon demand by the Owner. Notwithstanding anything contained in the Contract Documents to the contrary, if the Contractor fails to reasonably promptly make any payment due the Owner, ar if the Owner incurs any costs and expenses to cure any defaults of the Contractor or to correct defective Work, the Owner shall have an absolute right to offset such amount against the Contract Sum and may, in the Owner's sole discretion, elect either to (i) deduct an amount equal to that which the Owner is entitled from any payment then or thereafter due the Contractor from City of Bozeman City Hall Remodel Page 15 of 29 the Owner, or (ii) issue a written notice to the Contractor reducing the Contract Sum by an aamount equal to that which the Owner is entitled. 9.8 9.8.1 Add the following at the end of Subparagraph 9.8.1: ;provided, however, that as a condition precedent to Substantial Completion, the Owner has received all certificates of occupancy and any other permits, approvals, licenses, and other documents from any governmental authority having jurisdiction thereof necessary for the beneficial occupancy of the Project. 9.8.4 In the first line of Subparagraph 9.8.4 insert the wards "the Owner and the Architect agree that" after the word "When." In fii~h line of Subparagraph 9.8.4 after the word "Certificate" insert the following: which shall identify all nonconforming, defective and incomplete work and establish the date of commencement of warranties in connection with any such work. 9.8.5 In the third line of Subparagraph 9.8.5 delete "Upon such acceptance and consent of surety, if any," and capitalize the "t" in "the" immediately prior to the word "Owner." 9.10 9.10.2 In the tenth line of Subparagraph 9.10.2, delete the word "and." Add the following in the thirteenth line of Subparagraph 9.10.2 after the word "Owner": (6) submission by the Contractor to the Architect and the Owner of as-built drawings, (7) submission by the Contractor to the Owner of a complete list of Subcontractors and principal vendors on the Project, including addresses and telephone numbers, (8) submission by the Contractor to the Owner of an indexed, looseleaf binder of complete installation, operation and maintenance manuals, including all manufacturers' literature, of equipment and materials used in the Work, (9) submission by the Contractor to the Owner, in an indexed, looseleafbinder, of all inspection reports, permits and temporary and final certificates of occupancy and licenses necessary for the occupancy of the Project, and (10) any an all other items required pursuant to the Contract Documents. Replace Subparagraph 9.10.4 in its entirety with the following: 9.10.4 Final payment shall not be due until the Contractor has furnished the Owner with an affidavit from the Contractor executed on AIA Form G706, Contractor's Affidavit of Payment of Debts and Claims. City of Bozeman City Hall Remodel Page 16 of 29 9.11 Add the following new Paragraph 9.11: 9.11 Public Coantractor's License Regulations 9.11.1 Each "Public Contractor," which includes all Subcontractors with contracts for sums greater then $5000.00 each, shall include 1% in their bid to the Contractor. The Contractor shall withhold said 1 % from payments made to the Subcontractor. 9.12 Add the following new Paragraph 9.12: 9.12 Essential Conditions and Liquidated Damages 9.12.1 It is hereby understood and mutually agreed, by and between. the Contractor and the Owner, that the date of commencement, the rate of prowess and the date of final completion as set forth in the Contract Documents are essential conditions of the Contract. 9.12.2 The Contractor agrees to prosecute the Work regularly, diligently, and uninterrupted to insure final completion as specified in the Contract Documents. It is understood that the time for final completion of the Work, as specified in the Contract .Documents, is reasonable, taking into consideration the average climatic range in this locality and discounting any Delay for which the Contractor is not responsible. 9.12.3 The Owner will suffer financial loss if the Project is not substantially complete on the date specified for Substantial Completion in the Contract Documents. The Contractor and their Surety shall be liable for and shall pay the Owner the sum hereinafter stipulated as Liquidated Damages for each calendar day of Delay until the work is substantially complete in accordance with the Contract Documents. The stipulated Liquidated Damages shall be One Hundred and 00/100 Dollars ($100.00) per day. 9.12.4 Provide that the Contractor shall not be charged Liquidated Damages of any excess cost when Delay in Substantial Completion of the Work is due to: .1 Unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not limited to, acts of God or terrorism, acts of the Owner, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather. .2 Any Delays of Subcontractors or suppliers resulting from any of the unforeseeable causes specified in Subparagraph 9.1.2.4.1. City of Bozeman City Hall Remodel Page 17 of 29 9.12.5 The Contractor shall within ten (10) days from the beginning of such Delay, notify the Owner in writing of the cause or causes of the Delay. 10.2 10.2.3 Add to the following at the end of Subparagraph 10.2.3: The Contractor shall also be responsible, at the Contractor's sale cost and expense, for measures reasonably necessary to protect any property adjacent to the Project site and improvements therein. Any damage to such property or improvements shall be promptly repaired by the Contractor. 10.2.4 Add the following at the end of Subparagraph 10.2.4: When use or storage of explosives ar other hazardous materials or equipment or unusual construction methods are reasonably necessary, the Contractor shall give the Owner and the Architect reasonable advance notice. Add the following new subparagraphs to Paragraph 10.2: 10.2.8 When all or a portion of the Work is suspended for any reason, the Contractor shall protect the Work and the Project site, as reasonably necessary, from injury. 10.2.9 The Contractor shall promptly report in writing to the Owner and the Architect all accidents arising out of or in connection with the Work or on the Project site that cause death, personal injury, or property damage, giving full details and statements of any witnesses. In addition, if death, serious personal injuries, or serious damages are caused, the accident shall be reported immediately by telephone or messenger to the Owner and the Architect. 1 U.3 10.3.1 Replace the words "material or substance" in the second line of Subparagraph 10.3.1 with the following: concealed and undisclosed hazardous material or substance as defined in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S. Code § 9601 (hereinafter referred to in Paragraph 10.3 as "material or substance"), 10.3.2 Replace the second to the last sentence of Subparagraph 10.3.2 with the following: The Work in the affected area shall be resumed immediately following the occurrence of any one (1) of the following events: (i) the Owner causes remedial work to be performed that results in the absence of said material ar substance, such as asbestos or polychlorinated biphenyl (PCB), or (ii) the Owner and the Contractor, by written agreement, decide to resume performance of the City of Bozeman City Hall Remodel Page 18 of 29 Work, or (iii) the Work may safely and lawfully proceed, as determined by an appropriate governmental authority or as evidenced by a written report to both the Owner and the Contractor, which is prepared by an environmental engineer reasonably satisfactory to both the Owner and the Contractor. 10.3.3 Delete Subparagraph 10.3.3 in its entirety. 11.1 11.1.1 Add the following at the beginning of Subparagraph 11.1.1: Liability insurance shall be provided under an ISO Commercial General Liability form or its equivalent with no coverage removed by exclusionary endorsement. All Contractor's insurance policies shall name the Owner as an additional insured. 11..1.1.7 Add the following after the word "operations" in Clause 11.1.1.7: which coverage shall be maintained for no less than two (2) years following final payment. Replace Subparagraph 11.2.1 in its entirety with the following: 11.1.2 The Contractor shall, for the protection and benefit of the Indemnitees, the Contractor, and the Owner and as part of the Contractor's effort to satisfy the obligations set forth in Subparagraph 11.1.1, procure, pay for, and maintain in full force and effect, at all times during the performance of the Work, until final acceptance of the Work or for such duration as required, policies of insurance issued by a carrier or carriers acceptable to the Owner, and in farm and substance reasonably satisfactory to the Owner, which afford coverage not less than the following, or greater if required by Montana law: .1 Workers' Compensation -- Statutory .2 Commercial General Liability (including all provisions of standard policy form): .2.1 Bodily Injury and Property Damage: $ 1,000,000.00 per occurrence; $ 3,000,000.00 annual aggregate. .2.2 Products and Completed Operations: $ 1,000,000.00 per occurrence; $ 3,000,000.00 products and completed operations annual aggregate. City of .Bozeman City Hall Remodel Page 19 of 29 .3 Comprehensive Autorcaobile Liability: .3.1 Bodily Injury and Property Damage: $ 1,000,000.00 combined single limit per accident. .3.2 Coverage will include owned, non-owned and hired automobiles. .3.3 The Contractor shall be certain this insurance conforms to the specific stipulations of governing Montana law. .4 Commercial Umbrella or Excess Coverage: $ 2,000,000.00 per occurrence; $ 2,000,000.00 annual aggregate. Replace Subparagraph 11.1.3 in its entirety with the following: 11.1.3 Prior to the Owner's execution of the Contract by the Owner, the Contractor hereby agrees to deliver to the Owner certified copies of all insurance policies procured by the Contractor under or pursuant to this Paragraph 11.1 or, with consent of the Owner, Certificates of Insurance in form and substance satisfactory to the Owner evidencing the required coverages with limits not less than those specified in Subparagraph 11.1.2. The coverage afforded under any insurance policy obtained under or pursuant to this Paragraph 11.1 shall be primary to any valid and collectible insurance carried separately by any of the Indemnitees. Furthermore, all policies and Certificates of Insurance shall expressly provide that no less than thirty (30) days' prior written notice shall be given the Owner in the event of material alteration, cancellation, nonrenewal, ar expiration of the coverage contained in such policy or evidenced by such certified copy of Certificate of Insurance. Add the following new subparagraphs to Paragraph 11.1: 11.1.4 In no event shall any failure of the Owner to receive certified copies or certificates of policies required. under Para~aph 11.1 or to demand receipt of such certified copies or certificates prior to the Contractor's commencing the Work be construed as a waiver by the Owner or the Architect of the Contractor's obligations to obtain insurance pursuant to this Article 11. The obligation to procure and maintain any insurance required by this Article 11 is a separate responsibility of the Contractor and independent of the duty to furnish a certified copy or certificate of such insurance policies. 11.1.5 If the Contractor fails to purchase and maintain, or require to be purchased and maintained, any insurance required under this Paragraph 11.1, the Owner may, but shall not be obligated to, upon five (5) days' written notice to the Contractor, purchase such insurance on behalf of the Contractor and shall be entitled to be reimbursed by the Contractor upon demand. City of Bozeman City Hall Remodel Page 20 of 29 11.1.E When any required insurance, due to the attainment of a normal expiration date or renewal date, shall expire, the Contractor shall supply the Owner with Certificates of lnsurance and amendatory riders or endorsements that clearly evidence the continuation of all coverage in the same manner, limits of protection, and scope of coverage as was provided by the previous policy. In the event any renewal or replacement policy, for whatever reason obtained or required, is written by a carrier other than that with whom the coverage was previously placed, or the subsequent policy differs in any way from the previous policy, the Contractor shall also furnish the Owner with a certified copy of the renewal or replacement policy unless the Owner provides the Contractor with prior written consent to submit only a Certificate of Insurance for any such policy. All renewal and replacement policies shall be in form and substance satisfactory to the Owner and. written by carriers acceptable to the Owner. 11.1.7 Any aggregate limit under the Contractor's liability insurance shall, by endorsement, apply to this Project separately. 11.1.8 The Contractor shall cause each Subcontractor to (i) procure insurance reasonably satisfactory to the Owner and (ii) name the Owner and Indemnitees as additional insureds under the Subcontractor's comprehensive general liability policy. The additional insured endorsement included on the Subcontractor's comprehensive general liability policy shall state that coverage is afforded the additional insureds with respect to claims arising out of operations performed by or on behalf of the Contractor. If the additional insureds have other insurance that is applicable to the loss, such other insurance shall be on an excess or contingent basis. The amount of the insurer's liability under this insurance policy shall not be reduced by the existence of such other insurance. 11.4 Replace any reference to the words "as fiduciary" in Paragraph 11.4 with the words "in good faith." 11.4.1 In the second line of Subpara~aph 11.4.1, delete the words "jurisdiction in which the project is located" and replace with the words "State of Montana." In the seventh line of Subparagraph 11.4.1, delete the words "otherwise provided in the Contract Documents or." 11.4.1.1 In the sixth line of Subparagraph 11.4.1.1, insert the words "the Owner and the" between the word "for" and "Architect's." Add the following at the end of Clause 11.4.1.1: Property insurance provided by the Owner shall not cover any tools, apparatus, machinery, scaffolding, hoists, forms, staging, shoring, and other similar items commonly referred to as construction equipment that maybe on the .Project site and the capital value of which is not included in the Work. The Contractor shall make its own arrangements for any insurance it may require on such construction equipment. City of I3ozcman City FIall Remodel Page 21of 29 11.4.1.3 Add the following at the end of Clause 1 l .4.1.3: Notwithstanding, if the cause of any loss payment under such insurance is the fault of the Contractor, then the Contractor shall pay such deductible. 11.4.3 Delete the last sentence of Subparagraph 11.4.3 in its entirety. 11.4.6 Replace the words "a copy of each policy that includes" beginning in the first line of Subparagraph 11.4.6 with the words "certificates of insurance evidencing such." 11.4.7 Delete Subparagraph 11.4.7 in its entirety. 11.5 Replace Subparagraph 11.5.1 with the following: 11.5.1 The Contractor shall furnish a Performance Bond and Labor and Material Payment Bond meeting all statutory requirements of the State of Montana, in form and substance satisfactory to the Owner and, without limitation, complying with the following specific requirements: .1 Except as otherwise required by statute, the form and substance of such bonds shall be satisfactory to the Owner in the Owner's sale judgment. .2 Bonds shall be executed by a responsible surety licensed in Montana with policy holder ratings no lower than "A" and financial ratings no lower then "XII" in the Best's Insurance Guide, latest edition in effect as of the date of this Contract and subsequently in effect at the time of renewal of any policies required by the Contract Documents. Said bonds shall remain in effect for a period not less than One (1) years following the date of Substantial Completion or the time required to resolve any items of incomplete Work and the payment of any disputed amounts, whichever time period is longer. .3 The Performance Bond and the Labor and Material Payment Bond shall each be in an amount equal to the Contract Sum and all subsequent increases. .4 The Contractor shall require the attorney in fact who executes the required bonds on behalf of the Surety to affix thereto a certified and current copy of his power of attorney indicating the monetary limit of such power. .S Every Bond under Subparagraph 11.5.1 must display the Surety's Bond Number. A rider including the following provisions shall be attached to each Bond: (i) The Surety hereby agrees that it consents to and waives notice of any addition, alteration, omission, change, or other modification of the Contract Documents. Any addition, alteration, change, extension of time, City of Bozeman City Hall Remodel Page 22 of 29 or other modification of the Contract Documents, or a forbearance on the part of either the Owner or the Contractor to the other shall not release the Surety of its obligations hereunder, and notice to the Surety of such matters is hereby waived. (ii) The Surety agrees that it is obligated under the bonds to any successor, grantee or assignee of the Owner. Add the following new Subparagraph 11.5.3 to Paragraph 11.5: 11.5.3 The Contractor shall keep the Surety informed of the progress of the Work, and, where necessary obtain the Surety's consent to, or waiver of, (i) notice of changes in the Work; (ii) request for the reduction or release of retention; (iii) request for final payment; and (iv) any other item required by the Surety. The Owner shall be notified by the Contractor, in writing, of all communications with the Surety. The Owner may, in the Owner's sole discretion, inform the Surety of the progress of the Work and obtain consents as necessary to protect the Owner's rights, interest, privileges, and benefits under and pursuant to any bond issued in connection with the Work. 11.5.4 In addition to the Construction Manager's right pursuant to the Addendum to AIA Document 121-2003 to require payment and performance bonds from any subcontractor, performance and payment bonds maybe required by the Owner in the Owner's sole discretion from any Subcontractor whose Subcontract exceeds One Hundred Thousand Dollars ($1 OU,000.00). 1f the cost of the premium for any Subcontractor bond has not been included in the Cost of Work in accordance with Exhibit A and AmendarAent No. 1 to the Addendum to AIA Document 121-2003, then the Owner shall pay for any premiums charged for obtaining required Subcontractor bonds by executing a Change Order which shall increase the Contract Sum or the Cost of Work in an amount equal to said premiums. Any bond required by the Owner shall be in form and substance satisfactory to the Owner in the Owner's sole judgment. 11.6 Add the following new Paragraph 11.6: 11.6 General Requirements 11.6.1 All insurance coverage procured by the Contractor shall be provided by insurance companies having policy holder ratings no lower than "A" and financial ratings not lower than "XII" in the Best's Insurance Guide, latest edition in effect as of the date of the Contract, and subsequently in effect at the time of renewal of any policies required by the Contract Documents. 11.6.2. If the Owner or the Contractor is damaged by the failure of the other party to purchase or maintain insurance required under Article 11, then the party who failed to purchase or maintain the insurance shall bear all reasonable costs (including attorneys' fees and court and settlement expenses) properly attributable thereto. City of Bozeman City Hall Remodel Page 23 of 29 12.2 12.2.1.1. Add the following at the end of Clause 12.2.1.1: In additian, the Contractor shall reasonably promptly remedy any damage and loss, at no expense to the Owner, arising in conjunction with the Project, including, without limitation, mechanical, electrical, plumbing, and other building systems, machinery, equipment, ar ather mechanical device, caused in whole or in part by the Contractor, the Subcontractors, the Sub-subcontractors, or anyone directly or indirectly employed by any of them, or anyone for whose acts they maybe liable and for which the Contractor is responsible. 12.2.2.1 Delete the following language from Clause 12.2.2.1: and to make a claim for breach of warranty 12.2.2.2 Add the following to Clause 12.2.2.2: The Contractor shall and does hereby warrant and/or guarantee that for a period of one year from the date of Substantial Completion, all movable or adjustable Work shall reasonably remain in working order, including hardware, doors, windows, drawers, apparatus, machinery, electrical equipment, valves, appliances, controls, devices, and all equipment to which the heating is applicable, reasonable wear and tear, abuse or neglect by the Owner or the Owner's tenants excepted. .2 The Contractor and Owner understand and agree that the Owner and Architect shall initiate a complete, final inspection of the Project approximately eleven months after the completion and acceptance of the Work. In the event the Architect, in good faith, determines that the Work or portions thereof are not in accordance with the Contract Documents, the Architect shall notify the Owner, which in turn shall notify the Contractor of such defects within a reasonable time fallowing the complete, final inspection. .3 The Contractor shall respond to any notice of defect from the Owner that results from the complete final inspection within a reasonable time after notice has been given by the Owner and shall proceed to remedy said defects. Under normal circumstances, the parties agree that a reasonable time within which to respond to the notice shall be interpreted to mean seven (7) calendar days. The Contractor's response shall specify a reasonable time within which the Contractor shall commence remediation of the noticed defects. 13.1 Replace Subparagraph 13.1.1 in it s entirety with the following: 13.1.1 The Contract and all Contract Documents shall be governed by the laws of the State of Montana. City of Bozeanan City Hall Remodel Page 24 of 29 13.2 13.2.1 After the words "Subparagraph 13.2.2" in the fourth line of Subparagraph 13.2.1, insert the following: or set forth elsewhere in the Contract Documents. 13.2.2 Replace the first and second sentence of Subparagraph 13.2.2 with the following: The Owner may, without consent of the Contractor, assign the Contract to a lender or other entity providing construction financing or credit enhancement for the Project. In such event, the lender or other entity providing construction financing or credit enhancement shall assume the Owner's rights and obligations under the Contract Documents. Add the following at the end of Subparagraph 13.2.2: The Contractor shall not assign the whole or any part of this Contract or any monies due or to becorz~e due hereunder without written consent of the Owner. In the event the Contractor assigns all or any part of any monies due or to become due under this Contract with the Owner's prior consent, the instrument of assignment shall contain a clause substantially to the effect that it is agreed that the right of the assigmee in and to any the monies due or to become due to the Contractor shall be subject to prior claims of all persons, firms, entities and corporations for services rendered or materials supplied for the performance of the Work pursuant to the Contract. Add the following new Subparagraph 13.2.3. to Paragraph 13.2: 13.2.3 The Contractor and all Subcontractors hereby assign to the City of Bozeman, any and all claims or causes of action for any anti-trust law violations or damages arising therefrom as to goods, materials or services purchased under the terms of the Contract, and any Change Order that may result from this Contract. This assignment is made on behalf of the Contractor and all Subcontractors which maybe hired or contracted by the Contractor to furnish goods, materials or services under the terms of the Contract. 13.3 13.3.1 Delete the words "a member of the firm or entity ar" in the second line of Subparagraph 13.3.1. 13.4 13.4.1 Add the following at the beginning of Subparagraph 13.4.1: Except as expressly provided in the Contract Documents. City of Bozeman City Hall Remodel Page 25 of 29 13.5 13.5.1 Add the following at the end of Subparagraph 13.5.1: The Contractor also agrees that the cost of testing services required for the convenience of the Contractor in the schedule and performance of the Work, and the cost of testing services related to remedial operations performed to correct deficiencies in the Work, shall be borne by the Contractor. 13.6 Replace Paragraph 13.6 in its entirety with the following. 13.6 Except as provided to the contrary by Sections 28-2-2101, et seq., MCA., no interest shall be paid on payments due and unpaid under the Contract Documents. 13.7 Delete Para~-aph 13.'1 in its entirety. 13.8 Add the following new Paragraph 13.8 to Article 13: 13.8 General Provisions 13.8.1 All personal pronouns used in this Contract, whether used in the masculine, feminine, or neuter gender, shall include all other genders; and the singular shall include the plural and vice versa. Titles of articles, paragraphs, subparagraphs, and clauses are for convenience only and neither limit nor amplify the provisions of this Contract in itself. The use herein of the word "including," when fallowing any general statement, term, or matter, shall not be construed to limit such statement, term, or matter to the specific items or matters set forth immediately fallowing such word or to similar items or matters, whether or not non-limiting language (such words as "without limitation," or "but not limited to," or words of similar impart) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term, or matter. 13.8.2 Wherever passible, each paragraph, subparagraph and clause (hereinafter referred as "provision") of this Contract shall be interpreted in a manner as to be effective and valid under applicable law. If; however, any provision of this Contract, or portion thereof, is prohibited by law or found invalid under any law, only such provision or portion thereof shall be ineffective, without in any manner invalidating or affecting the remaining provisions of this Contract or valid portions of such provision of this Contract or valid portions of such provision, which are hereby deemed severable. City of Bozeman City Hall Remodel Page 26 of 29 13.8.3 Each party hereto agrees to do all acts and things and to make, execute and deliver such written instruments, as shall from time to time be reasonably required to carry out the terms and conditions of the Contract Documents. 13.8.E Any specific requirement in this Contract that the responsibilities or obligations of the Contractor also apply to a subcontractor is added far emphasis and is also hereby deemed to include a subcontractor of any tier. The omission of a reference to a subcontractor in connection with any of the Contractor's responsibilities or obligations shall not be construed to diminish, abrogate, or limit any responsibilities or obligations of a subcontractor of any tier under the Contract Documents or the applicable standard. 1.3.9 Add the following Paragraph 13.9 to Article 13: 13.9 Lawsuits 13.9.1 In the event that either party to this Contract files suit or proceeds to binding arbitration to enforce theirs rights under the Contract Documents, the prevailing part in such suit or binding arbitration shall be entitled to recover costs of the suit, and any subsequent appeal of such suit, including reasonable attorney fees, from the other party, in addition to any other damages awarded by the Court. In the event of mediation, neither party is entitled to recover costs of the mediation, including reasonable attorney fees, from the other party. 13.9.2 A11 lawsuits filed to interpret or enforce the terms, conditions and agreements set forth in the Contract .Documents must be filed in the 18th Judicial District Court of the State of Montana, Gallatin County. 13.10 Add the fallowing Paragraph 13.10 to Article 13: 13.10 No Oral Waiver 13.:10.1 The provisions of the Contract Documents shall not be changed, amended, waived, or otherwise modified in any respect except by a writing signed by Owner. No person is authorized on behalf of Owner to orally change, amend, waive, or otherwise modify the terms of the Contract Documents or any of the Contractor's duties or obligations under or arising out of the Contract Documents. Any change, waiver, approval or consent granted by the Contractor shall be limited to the specific matters stated in the writing signed by the Owner, and shall not relieve Contractor of any other duties or obligations under the Contract Documents. Na "constructive" changes shall be allowed. City of Bozeman City Hall Remodel Page 27 of 29 13.11 Add the following Paragraph 13.11 to Article 13: 13.11 Notices Regarding Liens 13.11.1 Contractor shall provide all notices required or permitted by the laws of the State of Montana for the protection of Owner from liens and claims of liens. Contractor shall be responsible for filing in the appropriate court or other governmental office all such notices as required or permitted by the laws of the State of Montana. 13.11..2 Contractor shall provide Owner with copies of all notices received by Contractor from the Subcontractors, Sub-subcontractors and/or suppliers to Contractor. 14.1 14.1.1 Delete Clauses .3 anal .4 in Subparagraph 14.1.1. 14.2 14.2.1 Add the following Clauses to Subparagraph 14.2.1: .5 breaches the warranties made by the Contractor under or pursuant to the Contract Documents; .6 fails to furnish the Owner with assurances satisfactory to the Owner evidencing the Contractor's ability to complete the Work in compliance with all of the requirements of the Contract Documents; .7 fails to, after the commencement of the Work, proceed continuously with the construction and completion of the Work and the Project for more than ten (10) days, except as permitted under the Contract Documents. 14.3 14.3.2 :Delete Subparagraph 14.3.2 in its entirety. 14.4 Replace Subparagraph 14.4.1 in its entirety with the following: 14.4.1 The Owner may, at any time, terminate the Contract in whole or in part for the Owner's convenience and without cause. Termination by the Owner under Paragraph 14.4 shall be by a written notice of termination delivered to the Contractor specifying the extent of the termination and the effective date. City of Bozeman City Hall Remodel Page 28 of 29 Replace Subparagraph 14.4.3 in its entirety with the following: 14.4.3 Upon such a termination, the Contractor shall recover as its sole remedy payment for the Work properly perforimed in connection with the terminated portion of the Work prior to the effective date of tean~nination and for items properly and timely fabricated off the Project site, delivered and stored in accordance with the Owner's instructions. The Contractor hereby waives and forfeits all other claims for payment and damages, including, without limitation, anticipated profits except that the Contractor does not waive any claim timely fled before such termination. The Owner shall be credited for (i) payments previously made to the Contractor for the terminated portion of the Work, (ii) claims that the Owner has against the Contractor under the Contract, and (iii) the value of materials, supplies, equipment, or other items that are to be disposed of by the Contractor that are part of the Contract Sum. Add the following Article 15: Article 15 15.1 Equal Opportunity 15.1.1 The Contractor and all Subcontractors shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin or age. The Contractor shall take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, color, sex, national origin or age. Such action shall include, but not be limited to, the following:: (i) employment upgrading, demotion or transfer; (ii) recruitment or recruitment advertising; (iii) layoff or termination; (iv) rates of pay ar other forms of compensation; and (v) selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places available to e~nployees and applicants for employment, all notices concerning the Contractor's non- discrimination policies. 15.1.2 The Contractor and all Subcontractors shall, in all solicitations or advertisements for employees placed by them or on their behalf, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, national origin or age. City of Bozeman City Hall Remodel Page 29 of 29 Exhibit A Reimbursable Direct Jab Costs -Any costs that pertain directly to the project but are not part of the actual work or final product. Some of the iterris listed below can be paid for directly by the Owner and some maybe included in Subcontractor bid packages. Most will be included as Reimbursable Direct Job Casts and will be paid for by the GCCM. The Owner and the GCCM must agree on which party is paying for each item, or subsequently identified items, prior to the Bidding Phase of the project. Costs to be included by the GCCM will be negotiated and/or competitively bid during the Bidding Phase of the project and included in the GMP as Reimbursable Direct Job Costs. The GCCM Fee for this project does not include any of the items listed below, nor any other item that can be def ned as a Reimbursable Direct Job Cast. The Fee for this project includes only general office overhead (overhead that does not relate directly to this project) and profit. Reimbursable Direct Job Costs include but are not limited to the following for this project. Local Project Management Project Engineer Project Superintendent Mobilization Field Offices/Office Supplies/Equipment Office Administration (as it relates directly to this project) Postage/Photos/Printing and Duplication Protection of existing property that is not disturbed by the project Job Signage Material Storage Drinking Water Sanitation Units Temporary Fencing Temporary Roads Erosion Control Dust Control Dewatering Traffic Control Street Cleaning/Maintenance Snow Removal Surveying and Layout Material Testing and Inspection Equipment Rentals and Operation Small Tools and Consumables Vehicles/Fuel/Maintenance Temporary Electric Construction Water Temporary Heat Temporary Fire Protection Temporary Enclosures or Partitions Job Site Safety Items Daily Cleanup/Dump Fees Final Cleaning Utility Company Fees All Permits Taxes and Fees GCCM Band and Insurance/Builders Risk Subcontractor Bonds ~ .Z7 ^ _rl Cn O W = ~ 41 .~ I=q7 NO'n ~~- N ~ CD ~ N ~ ro ~ m m m a~ ~ j N-+N T~~O~O ro OC~~c7 3 a ~ ~ ~ ~ A ~" C 0 2 n p1 ~ ~ ~ ~ ~ ~ ~N~j~~ ~ ~. d y ~ ~ Q O N cD y ~ ~ Q w m S o m m m 't7 O o. w. 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THIS AGREEMENT, Made this 0th day of December, 20 07, by and between CONTRACTOR hereinafter called the Contractor, and DICK ANDERSON CONSTRUCTION, INC., hereinafter called the Construction Manager, WTTNES.SETH: SECTION 1: The Contractor agrees to furnish all materials, labor, tools, equipment, services, supplies, fees ,permits and any miscellaneous items, and to fully construct, perform and in every respect complete all work set forth in Section 2 hereof, in the construction of -Bozeman City Hall Remodel Project for City of Bozeman, hereinafter called the OWNER, at PO Sox 1230, Bozeman, MT 59771, in accordance with the terms and provisions of the contract documents, dated 00/00/200'7, including all the general and special conditions, drawings and specifications, and other documents and addenda. SECTION 2: The work to be done by the Contractor and the consideration to be paid therefore will consist of, but is not necessarily limited to the furnishing of all plant, labor, equipment, appliances and materials and performance of all operations in connection with the installation of all work associated with Bid Package # 00. All work is to be completed in accordance with specifications and drawings including incidentals necessary and required for their completion. The total contract amount to be paid fnr satisfactory completion of the above work is hereby agreed to be: and no/100 dollars $0.00 Retention will be held at the rate of 5% Monthly estimates must be received by the Construction Manager "from the Contractor on or before the 2$th day of each month, in order to be included in the Construction Manager's monthly payment estimate to the Owner. SECTION 3: The Contractor will begin the work immediately upon receipt of notice to proceed from the Construction Manager, and will prosecute such work to completion diligently and so as not to delay the Construction Manager in the performance of it<s contract with the Owner. The Contractor will fully complete the work required For A Substantial Completion of the Entire Project by June 15, 2007. The parties acknowledge that the tune specified herein for completion of the Contractor's work is an essential part of this agreement, and that delay therein will cause serious damage, difficult to assess. Por each calendar day of delay in completing performance, the Contractor will be required to pay the Construction Manager liquidated damages, In the amount of $100.00 /Calendar day. Payment of such damages shall not release the Contractor from any obligation under this Contract. No extension of time, for any cause whatsoever, shall be claimed by or made to the Contractor, except for reasons and causes provided for F:\FORNIS\Project Fot7x~s\Subcontract in the Construction Managers agreement with the Owner for an extension of time to the Construction Manager, and unless the Contractor shall have made written request upon the Construction Manager for such extension within forty-eight (4$) hours after the cause for such extension occurred and a similar extension of time is granted to the Construction Manager by the Owner by reason thereof. No extension of time shall, in any event, be made to the Contractor for delay by the Contractor in preparing submittals, shop drawings or in securing approval of the Owner's representative thereto when such drawings are not properly prepared, or when the Contractor, by the exercise of reasonable diligence and judgment, could have anticipated and avoided the delay. All submittals and shop drawings of the Contractor must be submitted for approval through the Construction Manager's offtce. SECTION 4: It is understood and agreed that the Contractor shall not be entitled to receive extra compensation for extra work of any kind whatsoever, regardless of whether same was ordered by the Construction Manager or any of its representatives unless such extra order is given in writing, which constitutes a change order, is signed by an authorized representative of the Construction Manager, and contains the cost of such change. Nn change, modification, or alteration of this Subcontract shall be valid unless it be in writing, duly executed by the parties hereto, and no course of dealing between the Construction Manager and Contractor shall be construed to alter the terms of this Contract in any manner. SECTION 5: The Construction Manager agrees to pay to the Contractor, for the performance of this contract, the consideration as set forth in Section 2 hereof, subject to additions and deductions as may be agreed upon in writing, payable as follows: Within three (3) working days after receipt from the Owner of payment for the work of the Contractor completed and accepted during the prior estimate period, the Construction Manager will pay to the Contractor the amount due, less 5% retainage, of the consideration to be paid to the Contractor for such work, computed in accordance with the provision of Section 2 hereo£ Upon complete performance of this Contract, the Construction Manager shall make final payment to the Contractor of the balance due the Contractor within three (3) working days after final payment is received by the Construction Manager from the Owner. No payment on account shall operate as an approval and acceptance for the work done or materials furnished, ar any part thereof. The Construction Manager may deduct from any amounts due or to became due to the Contractor hereunder any sum or sums owing by the Contractor to the Construction Manager; and, in the event of any breach by the Contractor of any provision of this contract, or in the event of the assertion by other parties of any claim or lien against the Construction Manager of the premises arising out of the Contractor's performance of this contract, the Construction Manager may retain, out of any payments due or to become due to the Contractor, an amount sufficient to completely protect the Construction Manager from any and all loss, damage, and expense therefrom, until the situation has been remedied or adjusted by the Contractor to the satisfaction of the Construction Manager. SECTION 6: The Contractor acknowledges and hereby agrees that he will be solely responsible for the cleaning, unloading, and storing of all his materials and supplies on said project. The Contractor also acknowledges and hereby agrees that they will be solely responsible far all clean up related to this work. The Construction Manager will charge the Contractor accordingly for any clean up that is not done by the Contractor that is determined to be the Contractor's responsibility. The Contractor will have twenty-four (24) hours to comply with a verbal or written notice to clean up his site. SECTION 7: It is hereby made a part of this contract that with respect to labor requirements, wage scales, overtime wages, nondiscrimination, and equal employment practices, the Contractor will comply with all statutory and specification requirements, will pay all taxes assessed against his labor, and will also comply with all statutory and specification requirements as to equal opportunity employment, labor reports, payroll taxes, etc., where applicable. SECTION 8: The Contractor shall provide and maintain compensation insurance for the protection of the Contractor's employees, as required by law of an employer and as will protect the Contractor from loss or damage because of personal injuries, including death, to his employees; the Contractor shall provide and maintain public liability insurance as will protect him, the Construction Manager, and the Owner from any and all claims far damages for personal injury, including death, suffered by persons and damages to property which may arise from operations under this contract, which insurance shall be in such farm and in such amounts as maybe determined by the Construction Manager. The Contractor shall furnish the Construction Manager with satisfactory evidence that such insurance is provided and in full force and effect before starting work; and at any other time when requested by the Construction Manager. Further, Contractor agrees to indemnify the Construction Manager against and save the Construction Manager harmless from any and all liability for injuries to or death of an employee of the Contractor. SECTION 9: The Contractor acknowledges and hereby agrees that he will fully comply with the "Occupational Safety and Health Act of 1970," and all amendments thereto, in respect to his employees, and further agrees to indemnify and save harmless the Construction Manager and the Owner from any and all claims or legal liabilities arising from the Contractor's failure to comply with such act. Contractor also agrees to provide Construction Manager with the previous years and a current years OSHA 200 Log. SECTION 10: The Contractor may be required to famish a Performance Bond and a Labor and Material Payment Bond, within 10 days from date of execution of this contract to the Construction Manager in the sum of 100 percent of the Contract amount conditioned for the faithful performance of this contract in all its particulars and the payment by the Contractor of all labor and materials furnished hereunder, said bond to be in such form and with such sureties as will be acceptable to the Construction Manager. F:\FORMS\Project Fortis\Subcontract SECTION 11: Whenever, in the opinion of the Construction Manager, the work of the Contractor is not progressing as expeditiously as it should, the Construction Manager may require the Contractor to furnish additional machinery, tools and equipment and employ additional labor, and if, in the opinion of the Construction Manager, it is desirable to da so, the Contractor may, in such case, be required to work additional shifts of labor, all without extra cost or expense to the Construction Manager. In the event the Contractor fails to comply or becomes disabled from complying with any of the provisions of this contract, and the failure is not corrected within forty ---eight (48) hours after written request by the Construction Manager to the Contractor, the Construction Manager rnay, without prejudice to any other right or remedy, take possession of all tools, machinery, and equipment of the Contractor, and take over and complete the performance of this contract at the expense of the Contractor; or, the Construction Manager may, in such event, without taking over the work, furnish the necessary materials and/or employ the necessary workmen required to remedy the situation, at the expense of the Contractor. It is agreed that the Contractor shall be considered as disabled from complying with his contract whenever a petition in bankruptcy is filed by or against the Contractor, whenever the Contractor is adjudged bankrupt, whenever the Construction Manager makes a general assignment for the benefit of the Contractor's creditors, or whenever a receiver is appointed on account of the insolvency of the Contractor. SECTION 12: Contractor is unconditionally obligated to provide a labor force consisting of a sufficient number of properly skilled workers to meet the project schedule applicable to its work. Construction Manager has sole discretionary authority to require Contractor to supplement its labor force to the extent deemed necessary by the Construction Manager to ensure that the Contractor's work progresses in accordance with the project schedule. At the Construction Manager's option, the Contractor shall provide to Construction Manager at its field office daily written reports of the size of the labor farce that Contractor employs on the project. Bach report shall specify the tasks performed by Contractors labor force an that day and shall break down the total labor force employed into specific types and numbers of workers (for example, laborers, mechanics, etc.). Contractor's daily report shall be signed by Contractor's foreman. In the event that Construction Manager determines, in its sole discretion, that Contractor has failed or refused to provide a sufficient labor force to meet the project schedule, Construction Manager rnay, without being required to do so and without waiving its other remedies under the contract, supplement Contractor's labor force and charge Contractor for all costs incurred in doing so, including reasonable overhead, profit, and attorney's fees. Construction Manager is required to give Contractor written notice of its determination that Contractor has failed to provide a sufficient labor force and shall give Contractor forty-eight (48) hours from such notice to cure any identified deficiencies before Construction Manager supplements the labor force as described above. Construction Manager may withhold payment of all monies due Contractor pending Contractor's performance of corrective action, as required by Construction Manager, relating to Contractor's insufficient labor force. In the event that Contractor fails to provide a sufficient labor force to maintain the project schedule, mere payment of money damages may not adequately protect the interests pf Construction Manager. Therefore, in the event that Construction Manager determines that Contractor has failed or refused to provide a sufficient labor force, Contractor agrees that Construction Manager has the right to apply to a court of proper jurisdiction for an order requiring Contractor's immediate specific performance of its contractual duties by furnishing to the project the additional labor force deemed necessary by Construction Manager. SECTION 13: The Contractor is further specifically obligated to the Construction Manager as follows: (a) To indemnify the Construction Manager against and save the Construction Manager harmless from any and all claims, suits, liability, expense or damage for any alleged or actual infringement or violation of any patent or patent right, arising in connection with this contract and anything done thereunder; (b) To indemnify the Construction Manager against and save the Construction Manager harmless from any and all claims, suits or liability on account of any acts that are caused in whole or in part by an act or omission of the Contractor or others working for the Contractor; (c) To pay for all materials furnished and work and labor performed under this contract, and to satisfy the Construction Manager thereupon whenever demand is made, and to indemnify the Construction Manager and the Owner against and save them and the premises harmless from any and all claims, suits or liens therefor, by others working for the Contractor; (d) To obtain and pay for all permits, licenses and official inspections made necessary by the Contractor's work, and to comply with all laws, ordinances and regulations bearing on the Contractor's work and the conduct thereof; (e) Not to employ or keep on the job any person not acceptable to the Owner or the Construction Manager; (f) To warrant and guarantee the work and the materials covered by this contract, and to make good, at the Contractor's awn expense, any defect in materials or workmanship which may occur or develop prior to the Construction Managers release from responsibility to the Owner therefor; (g) To assume towards the Construction Manager all the obligations and responsibilities that the Construction Manager assumes towards the Owner, as set forth in the contract between the Owner and Construction Manager, general and special conditions, drawings, specifications, and other documents hereinabove referred to, insofar as applicable generally or specifically to the portion of the work covered by this contract; (h) To indemnify the Construction Manager and the Owner against and save them harmless from any and all loss, damage, costs or expense, including counsel fees, suffered or incurred on account of any breach of the aforesaid obligations and covenants, and any other provision or covenant of this contract. SECTION 14: NA SECTION 15: Should the Construction Manager be terminated by the Owner in accordance with any provision therein for termination, or should the Construction Manager be prevented or excused from continuing to furnish to the Owner the work and materials hereby required to be provided by the Contractor, then this contract may immediately be terminated by the Construction Manager. Upon any such termination of this contract, the Construction Manager's only obligation hereunder shall be to make a settlement with the Contractor computed as nearly as possible in the same manner and upon the same basis as any settlement received from the Owner. F:\FORMS\Projeca Fnrrr~s\Subcontract Furthermore, the Construction Manager, without invalidating this contract or any bonds or security furnished hereunder, and without notice to the sureties, if any, may, at any time after the execution of the contract, reduce or omit the Contractor's scope of Work. The Construction Manager shall order such reductions or omissions by giving written notice to the Contractor not later than five (5) days prior to when the Work that has been reduced or omitted was scheduled to begin. When Work is omitted or reduced, in whole or in part, the Construction Manager shall pay, subject to the provisions of this contract, for all Work actually performed. Contractor is not entitled to compensation or damages for any losses, including loss of profit or overhead relating to the reduced or omitted work. It is specifically understood and agreed that once the work under this contract is completed (whether provided on a time and materials basis or otherwise), the Construction Manager has no further obligation to hire, retain or contract with the Contractor, or others working for or supplying the Contractor, including material suppliers, and there is no guarantee of any Future or additional work, whether to be performed for the Owner or Construction Manager, or on any other project, as no future or additional work is contemplated or implied by this agreement. SECTION lb: The Contractor agrees to be bound by any applicable Federal renegotiation provisions. SECTION 17: All negotiations and agreements prior to the date of this contract that are in written form and specifically referred to herein or attached are merged into this contract agreement. SECTION 18: It is agreed by and between the parties hereto that there will be no concerted failure to report to work, cessation or interruption of work, slowdown, strike, picketing, or lockout, during the term of this agreement, or during any period of time while negotiations are in progress between the parties hereto for the continuance or renewal of the Agreement. A strike shall be defined as an intentional slowdown in the rate of production, any intentional interruption of production or suspension of work stoppage, any work stoppage, labor holiday, continuous meeting or concerted mass sickness. SECTION l9: It is the policy of the Construction Manager, that we must have the following information in our files, within 10 days after you receive this contract: (1) Proof of Liability Insurance Coverage -1Gimits as noted on attached sample (2) Proof that Dick Auderson Construction is named as an Additional Insured. (3) Proof of Worker's Compensation Insurance Coverage and Experience Mod. Factor (4) Worker's Compensation Claim History (5) Copy of Certificate of Contractor Registration or Proof of Labor Bond filed with the State (b) Completed W-9 k'arm (enclosed with contract) (7) Provide current Company safety plan if one is in place and jab specific safety plan. (8) Please initial to acknowledge reading and understanding of Section 12. NOTE: Contractor to provide Construction Manager with a copy of all items specified in this section far each of their Subcontractors. SECTION 19: Additional Provisions: 1. SEE EIB~T'~1- AEtached. 2. All progress billings must be submitted on the attached form and received by Dick Anderson Construction by the 28~" day of the month. All certified payroll reports for the eurrent month must be accurately completed and received along with, or prior to, your monthly progress billing. Should certified payroll reports not be submitted or accurately filled out, the Contractor's progress billing will not be submitted in the current billing cycle. 3. Retainage will not be released to the Contractor until all punchlist items are completed, O&M and As-Built information is submitted and approved, and all applicable warranty and lien release information is submitted to DAC and approved. 4. As-Built information shall be updated on an on-going basis on the designated set of plans kept in the Construction Manager's field office. Should as-builts not be updated on the designated set by the end of a pay period, the Construction Manager can withhold payment to the Contractor until these as-builts are properly updated 5. Complete Operation & Maintenance Manuals shall be submitted to the Construction Manager prior to substantial completion. Construction Manager will turn O&M manuals over to the owner on the date of substantial completion. All training shall be completed before the date of substantial completion. F~:\FORMS\Projeca Fp1777S\Su6connact 6. IN WITNESS WHEREOF, the parties have executed this Subcontract by their proper officers, duly authorized herein. 1N THE PRESENCE OF: (Contractor) By (Contractor) As to Contractor Name: Address: Contractor's State License No.: As to Construction Manager DICK ANDERSON CONSTRUCTION, INC. (Construction Manager) By -- F:\FORMS\Yro.ject Foz-~ns\Subcontract EXHIBIT "A" ATTACHMENT TO CONTRACT AGREEMENT DICK ANDERSON CONSTRUCTION, INC. Contractor shall provide all required resources to comply with Dick Anderson Construction's (DAC), project schedule. 2. Contractor shall supply their hourly labor rates including overhead and profit to DAC for use in calculating extra work order changes. Overhead and profit shall be limited to a combined total of 1 S%. 3. Contractor shall comply at all times with known federal, state and local safety laws. They shall also comply with DAC's safety policies. 4. Certified payroll reports are required to be submitted at the end of every month for the current month. Preferably, these should be turned in weekly. Minimum pay rates are to be as specified in the contract documents. Final payment will require a waiver of lien for all obligations of Contractor related to this project. In addition to a lien waiver, complete submittal, and acceptance by owner, of all required as-built drawings, warranties, operational and maintenance manuals, diagrams, etc. which fully meets the project specifications must be done prior to any final payment. 6. Contractor shall remove all materials and debris from the jobsite. A garbage container and/or garbage truck shall be provided for your use. 7. Contractor shall reimburse any deductible paid by DAC for damage to the project that occurs through intentional ar unintentional negligence of Contractor, because of a claim on DAC's Builders Risk. This shall be done through a deductive change order, in the amount afthe deductible. 8. Contractor shall provide seven sets of submittals for the architect's approval. The submittal package should include shop drawings, material samples, color charts, painting schedule, and laboratory test results as required. All submittal packages shall be COMPLETE. By transmitting submittals to DAC, Contractor is guaranteeing that a careful review has been made of all submittal items in regard to compliance with all applicable specifications and plan sheets. Where dimensioning is required, all dimensions shall be thoroughly checked. Verification of field dimensions shall always be the responsibility of the Contractor. 9. All Contractors will be required to attend a weekly jobsite .safety meeting. All personnel working on the jobsite will need to adhere to all Dick Anderson Constructions Safety plan, and all OSHA regulations as applicable. All workers on the jobsite must wear hard hats and hardened-toed boots at all times, and safety glasses as necessary. Any Contractor that is found in non-compliance will be subject to our subcontractor disciplinary policy. 10. Each Contractor will be responsible for cleanup and removal, from the jobsite, all debris caused by their work. Cleanup must be done on a daily basis. Should the Contractor fail to comply with these housekeeping provisions, DAC may perform these functions, with his own crew, at the expense of the Contractor. 1n addition this cleanup may be performed on an overtime basis. Cleanup charges will be billed by the actual cost plus 30% markup. F:\FORMS\Project Fonns\Subcontract 11. All costs for extra work over and above the contract must be presented to our office prior to its execution with a complete breakdown of labor and materials required to perform the work. Neither DAC or the Owner will pay for any additional work unless written approval was given by the DAC Project Manager prior to execution of the work or unless the DAC Project Manager has given express verbal acceptance of the costs and given direction to proceed with the work. 12. All Contractors jobsite representative will be required to attend a weekly scheduling meeting when they have people working on site or as requested by the Construction Manager. 13. Construction Manager makes no assurances that power, light, or water will be provided at the points the Contractor may require. Sources of power and water will be made to general areas for Contractor extension. Adequate lighting for access ways will be provided but Contractor may require additional lights for work operations. 14. Contractor will be responsible for their own line, elevation and layout. 15. Contractor is responsible for providing labor for unloading or loading of their jobsite materials. F:\FORMS\Project Fa1ns\Subcontract DICK ANDERSON CONSTRUCTION, INC. 3424 HIGHWAY 12 EAST, HELENA, MT 59601 PHONE (406)443-3225 FAX (406)443-1537 4610 TRI-HILL FRONTAGE RD, GREAT FALLS, MT 59404 PHONE (406)761-$707 FAX (406)761-3134 CONTRACT DOCUMENTS CHECKLIST JOB: Centene Carparation Claims Center -Montana CONTRACTOR: DATE: Please check-off to ensure the fallowing documents are returned to Dick Anderson Construction prior to beginning work. A11 documents must be received before the first check will be issued. ^ Sign and Return THREE Copies of Contract (We will sign ana return ore to you) ^ Proof of Liability Insurance Coverage Listing Dick Anderson Construction as Additional Insured ^ Copy of Contractor Registration Certificate OR Proof of Labor Bond filed with State ^ Proof of Workers' Compensation Insurance Coverage and Experience Modifier Factor ^ Workers' Compensation Claims History ^ Completed W-9 Form or provide Employer Identification Number ^ Current Company Safety Plan and Job-Specific Safety Plan ^ Initial to acknowledge reading and understanding of Section 12 of Subcontract *Note: Contractor must provide all items specified for each of youur contractors. Please complete this checklist and return with your Contract F:\)i'ORMS\Projxt Forms\SubcontracC Dick Anderson Construction, Inc. 3424 Higliway 12 East, Helena, MT 59601 (406) 443-3225 Fax (406) 443-1537 4610 Tri-Hill Frontage Rd, Great Falls, MT 59404 (406)761-8707 Fax (406) 761-3134 CONTRACTOR REQUEST FOR PAYMENT CONTRACTOR: PROJECT: PAY REQUEST # 1. Original Contract Amount 2. Approved Changes 3. Total Current Contract 4. Total Work Complete To Date 5. Less Retainage 5~% 6. Less State 1 % Tax (If applicable) 7. Total Earned Less Retainage & 1 (Line Q miens Lines 5-6) S. Less Amounts Previously Billed (Line 7 Prom Last Pay Request) 9. Current Payment Due (To Be Completed By Dick Anderson Construction) CTross Retainage 1% FROM TO Due This Payment F:\FORMS\Project Foams\5ubcontract . ~I~TM CERT~FICAT~ OF LIABILITY ~V~UR.ANCE u~rE dsMropnin PRObUC11E~.. BUR INS ANGE AGENT`S NAME 8~ ADDRESS THIS CERTII~ICitTE dS I55LIED AS A MATTER OF INp'ORMATIQN RNL'Y ANb CUNFEit3 NO RIGHTS UPON TH$ CERTI~ICp7$ R~~~"• T'~'~ C6It'~IGATE 1>pES NOT AMEND, EXTENb OR AI.TER~ TII~. CO'4T~RAGE A~VORgE)7 13Y THE POLICIES BELpW. ___~~_~~...-._..._..._.........__ m--f-~ nvsuxells AFFOIIDINa COVERAGE „ IIMSUIIEp._ IN9VRHR A: T C '~ P Y.. ~ERE~ ••~,_.. .tI~URHBBC --.--_._. YOUR NAME AND ADDRESS IN~aRERC: ~~ rNsur<aiii tl: __._ .___.~__ _.~. ~_-••• wsuRERa• CUYL+IiAGN~ T11E PDLiC1E5gl:IN5URANC6 L15TEp 9E4DW HAVE BEEN. ISSUED 7r3 'X'N$ 1N8171t8D NAINED AEUVB FURTHBAOLICY'PER10DItsIpIGATED. Nb'r•WITHSTANDIN ANY RBt~lUIkE1N6NT, TERM UR CONDIT1dN Cxl? ANY CONTRACT Ott 0'['HI=R DdCUMHNT W17H REBP~C'1" •['d Wy1G{I 'r}~IS GERT1pICA'I'F: MAY gH ISSUEp 0 MAY PERTAIN, THE INSURANCE AFFORDED BY THE PDLtCIFS L)>M$Clt[B>p HEREIN 1& SU91Et;'[' 'r4 AI„L TF1E TERMS, EXCt:US1gNS AND CpNpITlgNB DA SUC Y01.JGIES. acx+REa~T> L1M1T5 SHOWN MAY HAVH BEEN REnU~Ep HY RAip CLAIMS. R 1'YPB iDBINSUIlkNCE BQI;ICY NVAlB&x PO C L ~~ ~ csNexAL u~alurY HAGN occurtRHNeH s 1 0:: Q A 0 p COMMHRCIALCiRNHRAL.1,L191LlIY P/RB dAMAga (An ,ape tl[~ 1 y S Ij.(~ (~ V. Q. CI•A1M3 MADH ~ OCCUR MH- HXP (Mry une cttlon) S' ~T . PERSONAL R ADV INIURY __ ... ~ Q p ~`('~ A~ , p1 GkNBRItiL AGOREQATl9 5: ~Q n OOO ~ u . . ~. GEN'L.AGCRHtlwTE LA/I1'APPLIES PHR; PRO• 4 ' PR~ODVCf9 -CpMPlpPACC SZ ~ ~d(~ ~ Q p POLICY LbC~ AU7'GMbBiLx1.lAH1l:kTY COMa1NHDSINGLE~LIMLP B. .X. ANYAV70. ,y. (Pal~inc~t) f1~ QQO, b0.0 ALL gWNHD AVfOS apD11;Y'INIVRY SCNEpVLEp AUrgS (~+~A4!so~) f, HiR6p AVPOS ~ ap-ILY INJtJkY -. NpN•pWNHDAUTp5 1~+~~q S _.~. ' PRpPERTY 4AMAt1H S IPSi~ai7cideM) GARAGE LIkaILITY ~ AUTOONLY-:BAACCI-HN7:' - ANY AVf',p ... HA ACp. OTHHR THAN f Av[o ONLY: AGp. Fa excassLlAa1417y HACFiOCCt1RR~NCS s. . _ OCCVR ~ CLAIMSMADB• AgtlREGATH s -_ - ~ . S -HDVCTIaLH 3 ~~~ .. RHPENTh'1N. 3 _... ~ ~~ IYORBCERS CbMPENBATIOTi.AN- P Y l ' IABI . ~ WC SEATV- pTN-~ EM LD EI B L I:ITY ~ E;L. 6ACH ACCIDENT ~_ S ~. p pJ..Q Q ~., , . B:L-191SASE...EA:BMPLOYHH Y.•~.~~QdO~.QQ ti:1:, DiS ' x -PtlWCY.L m 00:0 .O..QO UTl16R PROJECT DESCRIPTION -$aCRtl'T`(tlN b)'tlPRkA7'IpNB/LI1CitiT10N$!V'6ltlCLSff(H,%GkUSIGdVB MASr(Y.11X.1SNgDB$~Al, P~~"j$1dNlt;. ....... 7. THE. CEF~TIEICATE: HOLDER IS A A ~DIT .ON L INSURED. 2. THIS INSURANCE la PRIMARY ANb NOIVCONTRISUTORYW1TH CER7ICATE HOLDER'S INSURANCE. 3. WE W I E. O R T ` N8FER OF RIG TS OF RECOVr= Y.AG ST THE CERTIFICATE HOLDER. CLRTIFICATE HOLD>rR AI.IVBUAED•NSUR$xLE1`(xx~ CANCELLA I N satpuruwxo$aw~ anuvz+;uagcrra~nPUL>clea axcANer;u>~-aEroRa atus sw•rL-nnn DICK ANDERSON CONSTRUCTION INC. 4ATR:'rrH~IGpP. tltE tSSUnvc ~ w1LLEND6wvox ToMAIL ]:dam,-Aks wRrrIEN 3424 HIGHWAY 12 EAST No'ncEmtlnll? cExT,a~An awpExNAME-~nT~~~•r,.avrxArLpRE rpnosasl~,u~, HELENA MT 5360'1 iatrgsenpva>,~n'rxpNpx>,u>r~pP,~rxwnur+arr~II~HVSUx~x:rrsASENTS-x A -vas. wuTiloluzEp NTAr1YE Acoxn zs-s t7i9x> w ncoRC~ calaroxATloN ~9se F:\FORMS\FI'oject Forms\Subcontract