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Home My WebLink About97-00305 .... ~ .11I ~, " ~ Q ~ l' ..... ~ ): It - ~ -Q ~ :i ~ ~ } d \ - "- q '" 0 .... , ~ \J Gi "2 ~ ~ Sl.! (t; ] (. '- ~ i , i :- , . I .:: i '-J I ~I I ' ~ \3'-' . . KELLY, McLAUGHLIN & FOSTER BY: R. Thomas McLaughlin, Esquire Identification No. 03601 260 South Broad Street 1700 Atlantic Building Philadelphia, PA 19102 (215) 790-7900 Attorney for The Ray Group Inc. WARREN ELECTRICAL CONSTRUCTION: COMPANY Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PA. NO. 97-305 CIVIL TERM v. CUMBERLAND VALLEY SCHOOL DISTRICT Defendant JURY TRIAL DEMANDED v. THE RAY GROUP INC., et al Additional Defendants ENTRY OF APPEARANCE To The Prothonotary: Kindly enter our appearance on behalf of additional defendant, The Ray Group Inc. in the above captioned action. KELLY, McLAUGHLIN & FOSTER By'~<Jktfl~i.Ij~:<~ / . TH MAS McLAUG , Attorney for The Ray ~p Inc. DATE: ,/--:1"; ,if ,n ,n 0 r:" <:D <( ;, Z Z ~ ~ ~ <( 0( :s w ~ w ~ c, ~ >- " f- '" ~ " - u.J 'J -<: Z '" Z ., 8 t ~ x Z " i 0 ( a. .. u.J z Z ~ 0 ~ 0 0 g ~ CO ~ ~ ~ ,,; (; ::> ~ '" ~ Q ( ~ U '" ::; IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA WARREN ELECTRICAL CONSTRUCTION CORP., Plaintiff '17 --~( 'j No. .~O CIVIL TERM vs. CUMBERLAND VALLEY SCHOOL DISTRICT, CIVIL ACTION - LAW Defendant vs. JURY TRIAL DEMANDED THE RAY GROUP, Additional Defendant PRAECIPE FOR WRIT TO JOIN ADDITIONAL DEFENDANT PURSUANT TO PA. R.C.P. 2252 lbl TO: Prothonotary of Cumberland County Please issue writ directed to THE RAY GROUP, INC. 127 East Orange Street Lancaster, PA 17602 joining it as an additional defendant in the above captioned action. By Rich d nelbaker Pa. Sup. ct. I.D. 106355 44 West Main street Mechanicsburg, PA 17055-0318 (717) 697-8528 Attorneys for Defendant Cumberland Valley School District Date: November 25, 1997 t ; . ~ . . -.:~. 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'" .:. ...~..... -.J .... ;'l 0 U1 .... .... 0 U1 U1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA WARREN ELECTRICAL CONSTRUCTION CORP., Plaintiff vs. No. 97-305 CIVIL TERM CUMBERLAND VALLEY SCHOOL DISTRICT, CIVIL ACTION - LAW Defendant vs. JURY TRIAL DEMANDED THE RAY GROUP, CCI CONSTRUCTION COMPANY, INC. and ADAMS COUNTY ASPHALT COMPANY, Additional Defendants NOTICE TO PLEAD TO: WARREN ELECTRICAL CONSTRUCTION CORP., Plaintiff C/O Henry O. Heiser, III, Esquire Swope, Heiser & McQuaide 104 Baltimore Street Gettysburg, PA 17325 You are hereby notified to plead and file a written response to the enclosed New Matter and Counterclaim within twenty (20) days from service hereof or a judgment may be entered against you. By LAW O,",'ICC8 SNELDAKER. BRENNEMAN &: SPARE ated: December 9 , 1997 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA WARREN ELECTRICAL CONSTRUCTION CORP., Plaintiff vs. No. 97-305 CIVIL TERM CUMBERLAND VALLEY SCHOOL DISTRICT, CIVIL ACTION - LAW Defendant vs. JURY TRIAL DEMANDED THE RAY GROUP, CCI CONSTRUCTION COMPANY, INC. and ADAMS COUNTY ASPHALT COMPANY, Additional Defendants ANSWER TO AMENDED COMPLAINT AND NOW, comes the Defendant CUMBERLAND VALLEY SCHOOL DISTRICT by its Attorneys, SNELBAKER, BRENNEMAN & SPARE, P.C., and responds to Plaintiff's First Amended Complaint, as follows: 1. Admitted. 2. Admitted. 3. Admitted. 4. Admitted. 5. It is denied that Defendant planned poorly and failed to rosecute as averred. On the contrary, it is averred that LAW OfFices SNELDAKER. BRENNEMAN Br: SPARE Defendant fully and completely fulfilled its duties and obligations under the Contract and that Plaintiff failed to erform its duties under the Contract. After reasonable investigation, Defendant is without nowledge or information sufficient to form a belief as to the LAW OffiCeS SNELDAKER. BRENNEMAN a SPARE: truth of the averments made with respect to CCI and, therefore, the same are deemed to be denied pursuant to Pa. R.C.P. 1029(c), and proof of said averments are demanded at the trial of the case, if material and relevant. By way of further response, it is averred that Plaintiff, in conjunction with other contractors, requested modifications and agreed to various modifications of sequence of construction. 6. The amounts in the first 3 sentences are admitted. It is admitted that delays caused Plaintiff to fail to complete its work. It is denied that said delays were caused by Defendant. On the contrary it is averred that in most instances the delays were caused or agreed to by Plaintiff. 7. The principal averments are admitted. The date of June 10, 1993, is denied; on the contrary, the modification of sequencing occurred on July 22, 1993. 8. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in paragraph 8 concerning other contractors and, therefore, the same are deemed to be denied pursuant to Pa. R.C.P. 1029(c), and proof of said averments are demanded at the trial of the case, if material and relevant. It is denied that Plaintiff made the alleged requests to Defendant and that Defendant denied such requests. It is further denied that Plaintiff had any contractual right to establish any particular staging area and to store material in the building. On the contrary, it is averred that Plaintiff was contractually -2- allowed to store materials on the site but at no particular location. Based upon information from others, Defendant believe and therefore avers that the storage locations were agreed upon by Plaintiff and other contractors. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments as to "excess time" and, therefore, the same is deemed to be denied pursuant to Pa. R.C.P. 1029(c), and proof of said averment is demanded at the trial of the case, if material and relevant. 9. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in paragraph 9 as applicable to the within action and, therefore, the same are deemed to be denied pursuant to Pa. R.C.P. 1029(c), and proof of said averments is demanded at the trial of the case, if material and relevant. 10. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in paragraph 10 as applicable to the within action and, therefore, the same are deemed to be denied LAW O"'ICtL SNELDAICER. BRENNEMAN 8: SPARE pursuant to Pa. R.C.P. 1029(c), and proof of said averments is demanded at the trial of the case, if material and relevant. 11. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in paragraph 11 as applicable to the within action and, therefore, the same are deemed to be denied -3- t , pursuant to Pa. R.C.P. 1029(c), and proof of said averments is demanded at the trial of the case, if material and relevant. 12. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in paragraph 12 as applicable to the within action and, therefore, the same are deemed to be denied pursuant to Pa. R.C.P. 1029(c), and proof of said averments is demanded at the trial of the case, if material and relevant. 13. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments relative to Plaintiff's "planned" construction and, therefore, the same is deemed to be denied pursuant to Pa. R.C.P. 1029(c) and proof thereof is demanded at the trial of the case if material and relevant. It is denied that Defendant refused to allow Plaintiff to install conduits underground as averred. On the contrary, it is averred that the location of conduits was agreed upon by Plaintiff on or about September 3, 1993, as documented by Job Conference Minutes No. 7 to which Plaintiff made no objection. Moreover, Plaintiff did not seek a change order for any modification of its monetary entitlements because of said location issue. 1.AW O'FICCS SNELDAKER. BRENNEMAN a SPARE After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of all other averments in said paragraph 13 and, therefore, the same are deemed to be denied pursuant to Pa. R.C.P. 1029(c), and proof of said averments is demanded at the trial of the case, -4- if material and relevant. 14. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in paragraph 14 as applicable to the within action and, therefore, the same are deemed to be denied pursuant to Pa. R.C.P. 1029(c), and proof of said averments is demanded at the trial of the case, if material and relevant. 15. It is denied that Mr. Haldeman gave "advice" as to the time for pouring concrete. On the contrary, it is averred that, under the contract documents, Defendant had no authority to direct the means of performing such work, and any discussion thereof by District's Clerk of the Works would be only a non- binding suggestion. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments relating to a precise location of an alleged broken conduit, the conditions precedent thereto and the cause thereof and, therefore, all such averments are deemed to be denied pursuant to Pa. R.C.P. 1029(C) and the same are deemed to be denied, and proof of said averments are demanded at the trial of the case if material and relevant. LAW OF'FICI:& SNELDAKER. BRENNEMAN 8: SPARE By way of further response, it is averred that Plaintiff never submitted any claim for the alleged costs or damages to Defendant. 16. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the -5- truth of the averments in paragraph 16 as applicable to the within action and, therefore, the same are deemed to be denied pursuant to Pa. R.C.P. 1029(c), and proof of said averments is demanded at the trial of the case, if material and relevant. 17. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in paragraph 17 as applicable to the within action and, therefore, the same are deemed to be denied pursuant to Pa. R.C.P. 1029(c), and proof of said averments is demanded at the trial of the case, if material and relevant. 18. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in paragraph 18 as applicable to the within action and, therefore, the same are deemed to be denied pursuant to Pa. R.C.P. 1029(c), and proof of said averments is demanded at the trial of the case, if material and relevant. 19. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in paragraph 19 as applicable to the within action and, therefore, the same are deemed to be denied pursuant to Pa. R.C.P. 1029(c), and proof of said averments is demanded at the trial of the case, if material and relevant. LAW a",ICEG SNCLDAKcn, BRENNEMAN & SPARe 20. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in paragraph 20 as applicable to the within action and, therefore, the same are deemed to be denied -6- I I. ~,. LAW OF'ICCll SNELDAKER, BRENNEMAN 8: SPARe pursuant to Pa. R.C.P. 1029(c), and proof of said averments is demanded at the trial of the case, if material and relevant. 21. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in paragraph 21 as applicable to the within action and, therefore, the same are deemed to be denied pursuant to Pa. R.C.P. 1029(c), and proof of said averments is demanded at the trial of the case, if material and relevant. 22. It is admitted that a delay occurred in the construction of the main driveway from Carlisle Pike ("Route 11") and may have caused Plaintiff some rescheduling. But, after reasonable investigation, Defendant is without knowledge or information sufficient to form a belief that such delay caused Plaintiff any loss and, therefore, any implication of such loss is deemed to be denied pursuant to Pa. R.C.P. 1029(c) and proof thereof is demanded at the trial of the case, if material and relevant. 23. It is denied that District "denied" the alleged change order. On the contrary, it is averred that the Plaintiff's request for change order dated April 11, 1994, was rejected by J.E. Biro & Associates on or about April 12, 1994. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of all other averments in paragraph 23 and, therefore, the same are deemed to be denied pursuant to Pa. R.C.P. 1029(c) and proof of said averments are demanded at the trial of the case, if material and relevant. -7- LAW OFFiCeS SNELDAkER. BRENNEMAN 8: SPARE 24. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in paragraph 24 as applicable to the within action and, therefore, the same are deemed to be denied pursuant to Pa. R.C.P. 1029(c), and proof of said averments is demanded at the trial of the case, if material and relevant. 25. It is admitted that Defendant requested various modifications to the wiring at or around the athletic fields; however, it is denied that any such modification resulted in any cost or loss to Plaintiff. On the contrary, it is averred that such modifications were effected with Plaintiff's full agreement or resolved by approved change order resulting in a credit to District of $2,891 resulting from reduction of Plaintiff's work and materials. 26. It is denied that Defendant "exhibited very slow response to change orders". On the contrary, it is averred that Defendant acted in a reasonable manner under all circumstances. It is further denied that Defendant "forced" Plaintiff in any manner or for any thing. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of all other averments in paragraph 26 and, therefore, the same are deemed to be denied pursuant to Pa. R.C.P. 1029(c) and proof of said averments is demanded at the trial of the case, if material and relevant. It is denied that Plaintiff is entitled to interest based -8- LAW O"ICEB SNELDAKER, BRENNEMAN a SPARe upon the averments of paragraph 26. 27. It is denied, if implied from the unartful pleading, that no delays were caused by Plaintiff. On the contrary, it is averred that Plaintiff was the source of its delays as averred in New Matter hereinbelow. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of all other averments in paragraph 27 and, therefore, the same are deemed to be denied pursuant to Pa. R.C.P. 1029(c) and proof of said averments is demanded at the trial of the case, if material and relevant. 28. Defendant incorporates herein each and all of its responses in paragraphs 1 through 27 hereinabove by reference thereto. 29. Admitted. 30. It is denied that Defendant failed to prosecute the work and that it caused delays, disruption and acceleration of the project. On the contrary, it is averred that Defendant fully and completely performed its responsibilities to Plaintiff under the parties' contract and caused Plaintiff no loss. The statement that Defendant breached the contract is a conclusion of law to which no response is required and, therefore, is deemed to be denied. 31. It is denied that Defendant greatly increased Plaintiff's manpower and other unspecified costs. On the contrary, it is averred that Defendant fully and completely -9- LAW O"ICl:a SNELDAKER. BRENNEMAN &: SPARE:: performed its responsibilities to Plaintiff under the parties' contract and caused Plaintiff no loss. The statement that Defendant breached the contract is a conclusion of law to which no response is required and, therefore, is deemed to be denied. NEW MATTER By way of further response and defense, Defendant avers the following New Matter: 32. The sequencing of work under the parties' contract is the responsibility of the various contractors with the general contractor, and not with the owner (Defendant herein). 33. At all times and in all situations Plaintiff agreed with the other contractors in the sequencing of work. 34. Plaintiff received notice to proceed with its work on or about June 22, 1993, which offered it the opportunity to mobilize and to move onto the project site. 35. The building pad grading was completed on or about July 12, 1993, thereby permitting Plaintiff to commence its work in accordance with the agreed sequence of work. 36. Plaintiff delayed mobilization and move-in on the site until August 4 and 6, 1993, thereby delaying commencement of Plaintiff's duties under the parties' contract. 37. During the winter of 1994, Plaintiff abandoned its responsibilities by failing to maintain proper personnel on the project, thereby delaying its progress required under the parties' contract. -10- 38. Plaintiff failed to keep and maintain necessary and proper supplies and materials for the performance of its duties under the parties' contract, thereby causing its own delay. 39. In the course of construction, Plaintiff represented to Defendant that it would complete its work by November 9, 1994. 40. Despite its representation as stated in paragraph 39, Plaintiff failed to substantially complete its work until January 5, 1995, without fault by Defendant. 41. Plaintiff never requested an extension of time to complete its contract even though it submitted approximately 19 change orders to modify work or materials. 42. The Contract Documents between the parties herein contain certain "General Conditions of the Contract for Construction" which include the fOllowing specific provision in Supplementary Conditions Section 8.3.3 of Article 8, page 00800-5: LAW O"ICEB 5NELDAKER, BRENNEMAN 6: SPARE "No payment or compensation or claim for damages shall be made to the Contractor as compensation for damages for any delays or hindrances from any cause whatsoever in the progress of the Work, notwithstanding whether such delays be avoidable or unavoidable. The Contractor's sole remedy for delays shall be an EXTENSION OF TIME ONLY, pursuant to and only in accordance with this Paragraph 8.3, such extension to be a period equivalent to the time lost, by reason of any and all of the aforesaid causes, as determined by the Architect. In consideration for this grant of a time extension, the Owner and the Architect shall not be held responsible for any loss or damage or increased costs sustained by the Contractor through any delays caused by the Owner or Architect or any other Contractor or on account of the aforesaid causes or any other cause of delay. In the event the Contractor shall choose to litigate this clause or issue and loses said litigation, the Contractor shall reimbursQ the Owner and the Architect for their reasonable attorney's -ll- and expert witness fees and all other costs and expenses incurred by them in the litigation." 43. Plaintiff is the "Contractor" and Defendant is the "Owner" as those terms are used in section 8.3.3 quoted in Paragraph 42 hereinabove. 44. Plaintiff is barred from any monetary compensation by reason of Contract Documents between the parties hereto including, but not limited to, section 8.3.3 quoted in Paragraph 42 hereinabove. 45. The Amended Complaint of Plaintiff against Defendant fails to state a cause of action against Defendant upon which relief may be granted. 46. The alleged claims and/or cause(s) of action made by plaintiff in its Amended Complaint, said alleged claims and/or cause(s) of action being specifically denied in the first instance, are barred by the doctrines of waiver, estoppel and/or laches and, therefore, Defendant is not liable to Plaintiff. 47. Plaintiff has failed to mitigate its alleged claims and/or damages, said alleged claims and/or damages and any liability on the part of Defendant being specifically denied in LAW Ol'flCEI SNELDAKER. BRENNEMAN 8: SPARE the first instance, and Plaintiff engaged in careless and negligent conduct which aggravated any such alleged claims and/or damages and, therefore, Defendant is not liable to Plaintiff. WHEREFORE, Defendant respectfully requests your Honorable Court to dismiss Plaintiff's Amended Complaint and enter judgment in favor of Defendant and against Plaintiff. -12- ,... I' I' LAW O....ICt8 SNELDAKER. BRENNEMAN 8: SPARE COUNTERCLAIM Defendant avers the following claims and cause of action against Plaintiff: 48. The averments contained in Paragraphs 40 through 45 hereinabove are realleged herein and incorporated herein by reference thereto as though set forth in full in separate paragraphs. 49. By contesting, disputing and litigating the provisions of section 8.3.3 quoted above, Plaintiff has breached and continues to breach the terms thereof. 50. Because Plaintiff contests, disputes and litigates the provisions of said section 8.3.3, Defendant has incurred and will incur in the future substantial attorney fees and costs involved in the defense of this matter. 51. Because of Plaintiff's contest, dispute and litigation as aforesaid, Defendant may require the engagement of expert witnesses and other defensive costs and expenses resulting in substantial expense to the Defendant. 52. The terms of said section 8.3.3 require Plaintiff to reimburse Defendant for Defendant's reasonable attorney's fees, expert witness fees and all other costs and expenses incurred in the litigation. WHEREFORE, Defendant requests your Honorable Court to enter judgment in favor of Defendant and against Plaintiff in the -13- CERTIFICATE OF SERVICE I hereby certify that I am this date serving a true and correct copy of the foregoing Answer with New Matter and Counterclaim upon the attorneys for Plaintiff by serving the same via first-class mail, postage paid, addressed as follows: Henry O. Heiser, III, Esquire Swope, Heiser & McQuaide 104 Baltimore street Gettysburg, PA 17325 ard C. Snelbaker SNELBAKER, BRENNEMAN & SPARE, P.C. Attorneys for Defendant Cumberland Valley School District Dated: December 9, 1997 . "-..~'" "".j SHERIFF'S RETURN - REGULAR CASE NO: 1997-00305 P COMMONWEALTH OF" PENNSYLVANIA: COUNTY OF" CUMBERLAND WARREN ELECTRICAL CONSTRUCTION VS. CUMBERLAND VALLEY SCHOOL DAVID E. MCKINNEY CUMBERLAND County, Pennsylvania, . She. iff o. Deputy She.lff of who being duly swo.n acco.ding to law, says, the wlthin WRIT TO JOIN AD[>TL DEFT upon CCI CONSTRUCTION COMPANY INC was se.ved the defendant. at 904:00 HOURS. on the ~ day of Decembe. 1997 at 203 LYNNDALE CT. MECHANICSBURG. PA 17055 County, Pennsylvania, by handing to VIRGINIA HEISEY. CHARGE F"OR DEPT. a t.ue and attested copy of the WRIT TO JOIN ADDTL DEFT . CUMBERLAND ADUL T IN and at the same tlme di.ectlng ~ attentlon to the contents the.eof. She.iff's Costa: Docketlng Se.vice Affidavit Su.cha.ge So answe.a~: _/, //7' ~.,.. ..:.: (,:r:~. "l .-' ~".c<<..~ 1"-6.-.:.e Ii. Ihomas KIH.e. ::'lIe.1II 18.00 6.82 .00 2.00 $25.8~ SNELBAKER BRENNEMAN AND SPARE 01102/ ~:9fl<f/lI../J /J?f;"'~/l' _ l):~{)'<ken~? Sworn and subsc.ibed to befo.e me thlS .1".,.., day of 9.... ") 19 c;-o;A.D. ...... C. ~ A..P!i4' F.ut.honota.y . SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 1997-00305 p COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND WARREN ELECTRICAL CONSTRUCTION VS. cunBERLAND VALLEY SCHOOL R. Thomas Kl1ne . She.Uf, ."ho being duly s."o.n according and 1nquiry for the ."ithin to la"', says. that he made a di11gent search named defendant, to ."it: ADAMS COUNTY ASPHALT COMPANY but ."as unable to locate deputi=ed the sheriff of Them DAUPHIN in his baili."ick. He then.fore County. Pennsylvania. to serve the ."ithin COMPLAINT On January 2nd. the attached return from 1998 this office ."as in receipt of DAUPHIN County, Pennsylvania. Sheriff's Costs: Docketing Out of County Surcharge Dauphin County So ans."ers: G.00 9.00 2.00 25.50 $4L.~0 5NELBAKER BRENNEMAN AND SPARE 01/02/1998 Swo.n and subsc.ibe('lto before me th1s .2~ day of \:f-""""} 19 q <( A. D. CJ.,~ (/ ~. i~ - 19pi1 \ .0 ono ary t " Cumberland County, ss: The Commonwealth of Pennsylvania to 'I'HF. RAY r.RC1IJP (,(,T ~IM'TrN (X;1oID~NY, IM::. (Name of Additional Defendant) ANI} AnAM": n1lNI'V A!':PIlALT /TMPANV You are notified that nIMRRIlT.ANTl VALLRV !':I"'fl'Y)T. nT!':'T'RTM' (Name (.l ol Delendant (s) has (have) joined you as an additional defendant in this action, which you are re- quired to defend. Date DECEMBER 2, 1997 Lawrence E. Welker ~tflonota'Y Ry L2~, _(J~,v~ (SEAL) CCI roNSTRUCTICXIl CCMPANY, 1M::. 4720 Old Gettysburg Road Mechanicsburg, PA 17055 ADAMS CXXlNl'Y ASPHALT CCMPANY 614 North Front Street Harrii3burg, PA 17105 TRUE COPY FROM RECORD In Testimony whereof. I here unto set my hand and the ~ 01 said ~~ Ca~lsle. Pa. Thl~r day 0 ~ 19~ '-,. ~ - P. n ~:"r~"';" ~ othonotary >,"- .: ''it>..-, , --~'~~ t.~1:J::l-ii - J r :~ '. I , H-.Jf,"eni9, > f B ~ f .... ""[" o~ \0 t:l-.J l 0 ~ -.J . I ~ 9 6J I ""~h'rTi ... ~ iil '< f2 0 a lJ1 01 ~ [ a II. "'Q)l!}~ (') ~ ~ ~ ~. i ~ z~ .q 0 .e 5: ~ rT F=..... > en i g" ~ ~ ~il~ ~~ ~rT ~ tij f ~ j 0 s'rT lJ1 i~ to10 [ lJ1 ~~ !. ~ I 0 fJ. ~ - ... rT r > ... ..... Q) ~ g g 'tI ti :I . ~ ~ (') . l!} . ~ ,',,,' I ,., ;t:\':1;,~.,;,1:",g " .... -.J :g ... 0 lJ1 ... -.J 0 lJ1 lJ1 V'NV^1(,S~IN3d '3'1':-! lW'~ lS. UV ST e E oaa .I.".: "lti(/lI ;1I1~j"S 'Il~ 40 ;4:1/1/40 ARREN ELECTRICAL ONSTRUCTION CORP., Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA vs. CIVIL ACTION - LAW UMBERLAND VALLEY SCHOOL ISTRICT, NO. 97-305 CIVIL TERM Defendant va. JURY TRIAL DEMANDED HE RAY GROUP, CCI ONSTRUCTION COMPANY, INC. and ADAMS COUNTY !'.SPHALT OMPANY, Additional Defendants ACCEPTANCE OF SERVICE On behalf of THE RAY GROUP, we hereby accept service of a certified copy of a Writ to Join Additional Defendant THE RAY GROUP dated November 25, 1997, issued by the Prothonotary of Cumberland county, Pennsylvania, on Praecipe of Defendant Cumberland Valley School District, and certify that we are authorized to accept such service. KELLY McLAUGHLIN & FOSTER By R. Tomas Mc 1700 Atlantic Buildi 260 South Broad Street Philadelphia, PA 19102-5092 (215) 790-7900 Attorneys for The Ray Group, Additional Defendant LAW OHlen SNELDAKER, BRENNEMAN &: SPARE Dated: C) '0 () ~-, OJ ',', -:--:;' r_ '0,' ':.. fi:; : ~r: i:l " - " j".) 1 f~, U' ';:' '(-:1 .i,..J) ". , ~ , ., -' ~:) ~!) ;n, ;.1 ~':"'f :::. :c, .<, (.f1 -< IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY. PENNSYLVANIA CIVIL ACTION - LAW WARREN ELECTRICAL . CONSTRUCTION CORP. . PlaintilT . vs. . CUMBERLAND VALLEY SCHOOL DISTRICT . . . . . . . . No. 97-305 - Civil Term . . . . . PRELIMINARY OBJECTIONS TO NEW MAITER AND COIJNTERCLAIM Plaintiff. Warren Electrical Construction Corp.. by its undersigned counsel. preliminarily objects to Defendant's New Matter and Counterclaim in the following particulars: A. LEGAL INSUFFICIENCY OF THE NEW MATTER AND COUNTER- CLAIM lDEMURRERI I. Defendant bases its counterclaim upon a written contract but fails to attach it to its New Matter and Counterclaim. 2. In paragraph 49 of the New Matter and Counterclaim. Defendant alleges that "[b]y contesting, disputing and litigating the provisions of Section 8.3.3 [of the General Conditions of the Contract for Construction], PlaintilThas breached and continues to breach the terms thereof." but Defendant fails to state specifically how such section or any other provision of the parties' contract places an affirmative duty 011 PlaintilTnotto litigate or dispute the issue of damages caused by delay. thereby failing to set forth a cause of action upon which the relief sought can be granted. 3. In its prayer for relief in the New Maller and Counterclaim. Defendant apparently demands lIll allorney's fees, expert witness fees. costs and expenses incurred and to be incurred in this litigation. Even if Section 8.3,3 of the General Conditions of the Contract for Construction were held valid llnd legally binding. which PlaintilT docs not concede. Pennsylvania law is clear that such "no damage for delay" clauses arc inoperative in cases such as the instant case. where the delay that resulted in the damages sought to be recovered was caused by the Defendant owner's active interference with the Plaintiff contractor's work or there was a failure on the part of the Defendant owner to act in some essential manner necessary to the prosecution of the work. ~. for example. Coatesville Contractors v Boroullh of Ridley Park 509 Pa. 553. 506 A.2d 862 (1986) and Gasparini Excavatinll Co v Pennsylvania Turnpike Commission. 409 Pa. 465, 187 A.2d 157 (1963). Thus. Defendant's citation of and reliance on Section 8.3.3 of the General Conditions of the Contract for Construction arc insufficient to state a claim upon which relief can be granted. 4. In its prayer for relief in the New Maller and Counterclaim. Defendant demands judgment "in the amount of its reasonable allorney's fees. expert witness fees, and all other costs and expenses incurred and to be incurred in this litigation," but fails to specifY the amount. rate. fee schedule or any calculation of such fees. costs and expenses already incurred or to be incurred by Defendant. Defendant has failed to aver any legally cognizable basis for recovering such unspecified and unliquidated damages, thereby failing to state a cause of action upon which the relief sought can be granted. -2- 5. In its prayer for reliefinthc Ncw Mattcr and Countcrcluim. Dcfcndunt demands judgment "in the amount of its reusonable attorney's fees. expert witness fees. and all other costs and expenses incurred and to be incurred in this litigation." Even if Section 8.3.3 of the General Conditions of the Contract for Construction were held valid and legally binding. which Plaintiff in no way concedes. and even if this Court found that the Defendant had not uctively interfered with Plaintiffs work or that Defendant did not fail to act in some essential manner necessary to the prosecution of the work, which Plaintiff also does not concede. Defendant would first have to be successful in its defense of the disputed contractual provision before it would be entitled to the fees. costs and expenses demanded by Defendant. As such. Defendant's claim for fees, costs and expenses associated with defending Section 8.3.3 of the General Conditions of the Contract for Construction is premature at best and fails to state a claim upon which the relief sought can be granted. WHEREFORE. for any and all of the reasons set forth in paragraphs I through 5 and pursuant to PaReP. I028{a)(4). Plaintiff respectfully requests that this Court dismiss Defendant's New Matter and Counterclaim and enter judgment in favor of Plaintiff and against Defendant. B. FAILURE TO CONFORM TO RULES OF COURT II) Failure to Conform to Pa R C P 10191h) b. a. Defendant's Counterclaim is based upon a written contract consisting of certain "Contract Documents" as averred in paragraphs 41, 42.43.44,48.49, 50 and 52 of the New Matter and Counterclaim. -3- b. The New Matter is apparently based in part on PlaintilT's alleged receipt ofa "notice to proceed with its work," as averred in paragraph 33 of the New Matter and Counterclaim. The notice is presumably a writing. c. PaKC.P. IOI9(h) requires Defendant to attach a copy of the "Contract Documents" or the material part thereof to the New Matter and Counterclaim. d. Pa.R.C.P. IOI9(h) requires Defendant to attach a copy of the notice referred to in paragraph 34 of the New Matter and Counterclaim or the material part thereof. e. Defendant's quotation of Section 8.3.3 of the General Conditions of the Contract for Construction in the New Maller and Counterclaim is only a part of the "Contract Documents" to which Defendant refers and does not contain all of the material parts upon which Defendant appears to rely. f. The "Contract Documents" upon which Defendant appears to rely consist of numerous other sections of the General Conditions of the Contract for Construction which are material to its cause of action, to wit: Definition of "Owner" and "Contractor" referenced in paragraph 43 of the New Matter and Counterclaim, and other provisions of Paragraph 8.3 of the General Conditions oflhe Contract for Construction referenced in quoted Section 8.3.3. -4- g. Defendant's New Matter and Counterclaim fails to conform with Pa.R.C.P. 1019(h). 121 Failure to Conform to Pa R C P 10 19m 7. Defendant's action is based on alleged monetary losses in the nature a. of "substantial" allorney fees and costs incurred and to be incurred. expert witness fees and "other defensive costs and expenses" which "may" be required. resulting in "substantial expense to the Defendant." b. Pa.R.C.P. 1019(1) requires items of special damage to be specifically stated. c. Defendant's New Matter and Counterclaim seeks an award "in the amount of its reasonable attorney's fees. expert witness fees and all other costs and expenses incurred and to be incurred in this litigation," but fails to state specifically the costs and attorney's fees already incurred by Defendant in defending this action. or even the basis upon which the Defendant is being charged by its lawyers. d. With respect to attorney's fees and expert witness fees. Defendant fails to include a fee schedule for Defendant's allorneys and expected expert witnesses. and fails to include any estimate of the amount Defendant expects to incur in future allorney's fees. expert witness fees. e. Defendant fails to specifically state the amounts. rates. ingredients or any other computation of the "other defensive costs and expenses" it has incurred or expects to incur. -5. f. Defendant's New Maller and Counterclaim fails to conform to Pa.R.C.P. 1019(0 (Jl Failure to Conform to Pa R C P 1022 8. a. Pa,R.C.P. requires every pleading to be divided into paragraphs. each of which shall contain as far as practicable only one material allegation. b, Defendant has ignored the mandate set forth in Pa.R.C.P. 1022 by combining numerous allegations, defenses and objections in single paragraphs in its New Matter and Counterclaim, as, for example, in paragraphs 46 and 47--which each contain a laundry list of defenses all rolled into one paragraph. WHEREFORE, for any and all of the reasons set forth in paragraphs 6 through 9 and pursuant to Pa.R.C.P. 1028(a)(2). Plaintiff respectfully requests that this Honorable Court strike off Defendant's New Maller and Counterclaim for failure to confonn to the rules of court cited above, and to enter judgment for Plaintiff and against Defendant. C. INSUFFICIENT SPECIFICITY OF THE NEW MATTER AND COUNTERCLAIM 9. Defendant's New Maller and Counterclaim is insufficiently specific in the following respects (by reference 10 the paragraph numbers of the New mailer and Counterclaim): a. ~ 32: It fails to cite to a particular contract provision allocating responsibility for sequencing of work. -6- b. ~ 33: It fails to state specifically the time. manner. instances. nature and other details of Plaint in's alleged agreement with "the other contractors. " c. ~ 33: It fails to state specifically the identities of the other contractors with whom Plaintiff allegedly agreed with respect to the sequencing of the work. d. ~ 34: It fails to state specifically the manner, contents and other details of the notice allegedly given to Plaintiff by Defendant. e. ~ 34: It fails to state specifically the date on which the building pad grading was completed. The use of the phrase "on or about" with relation to a date clearly within Defendant's knowledge is gross neglect of the rule requiring specificity. f. ~ 36: It fails to cite any contractual provision indicating the date Plaintiffs duties under the parties' contract were to begin. and it fails to state the nature of such duties which were allegedly delayed. g. ~ 37: It fails to state specifically the time when Plaintiff allegedly abandoned its responsibilities. fails to state specifically what "proper personnel" were to be on the project. and fails to state the time and nature of the delay in progress allegedly caused by Plaintiff. h. ~ 38: It fails to state specifically what "necessary and proper supplies" Plaintiff allegedly failed to keep and maintain. and it fails to state specifically the time. amount and other details of such materials. -7- i. ~ 38: It fails to stute specificully the time, instunces und other detuils of the conclusion that Plaintiff caused its own delay. J. ~ 39: It fails to state specifically the time. manner, instances and other details in which the alleged representution was made by Plaintiff to Defendant. k. ~ 40: It fails to set forth the instances and other details of the conclusion that Plaintiff"failed to substantially complete its work until January 5. 1995. without fault by Defendant." I. ~ 41 : It fails to state the time and contents of the referenced change orders. m. ~ 41 : It fails to state specifically how many change orders Defendant received from Plaintiff. n. ~ 46: It fails to state specifically how Plaintilfhas allegedly waived all or any part of its claim. o. ~ 46: It fails to state specifically in what way Plaintilfis estopped from asserting its claim. p. ~ 46: It fails to state specifically in what way Plaintilrs claim is barred by laches. q. ~ 47: It fails to state specifically the time. instances, manner and other details of Plaintiffs alleged failure to mitigate its damages. r. ~ 47: It fails to state specifically the time, instances, manner and other details of Plaintiffs alleged "careless and negligent conduct." -8- s. 1147: It fails to state specifically in what way P1aintill's alleged "careless and negligent conduct" aggravated Plaintill's claim and/or damages. t. 1147: It fails to set forth any factual basis for the conclusion that "Defendant is not liable to Plaintiff." u. 1148: Inasmuch as paragraphs 40-45 are incorporated by reference in paragraph 48 of the New Matter and Counterclaim. the preliminary objections raised as to those paragraphs are raised again and incorporated herein by reference as though set forth in full in separate paragraphs. v. 11 50: It fails to set forth any factual basis for the conclusion that Defendant "has incurred and will incur in the future substantial attorney fees and costs involved in the defense of this matter:' such "costs involved in the defense" not being further identified or specified. w. 11 50: It fails to state specifically how much defendant has incurred to date for attorney's fees and costs. These amounts are clearly within the knowledge of the Defendant and its counsel. and the failure to specifY at least these amounts is gross neglect of the rule requiring specificity. x. 11 51 : It fails to state specifically what experts Defendant needs or plans to use, the hourly rates charged by such experts, and the amount of time Defendant expects such experts will expend on this matter. -9- y. "Wherefore," pages 13-14: It fails to state a definite amount of alleged damages. but merely demands "judgment ..' in the amount of its reasonable attorney's fees. expert witness fees and all other costs and expenses incurred and to be incurred in this litigation." z. "Wherefore." pages 13-14: It fails to state the fee schedule or hourly rate, computation and amount of the alleged attorney's fees incurred to date, aa. "Wherefore," pages 13-14: It fails to state the fee schedule or hourly rate. computation and amount of the alleged expert witness fees. bb. "Wherefore," pages 13-14: It fails to state the basis and amount of the alleged "costs." cc. "Wherefore. n pages 13-14: It fails to state the basis and amount of the alleged "expenses. n 10. For all of the reasons set forth in paragraph 9, Defendant's New Matter and Counterclaim is insufficiently specific for Plaintiff to understand the basis of Defendant's counterclaim and to respond to the allegations. Said New Matter and Counterclaim is a series of generalizations and conclusions lacking averments, background and foundation. -10- CERTIFICATE OF SERVICE I certifY that on this 12th day of January. 1998. a copy of the foregoing Preliminary Objections to New Malter and Counterclaim was sent by first class mail. postage prepaid to Richard C. Snelbaker. Esquire, Snelbaker. Brenneman & Space. P.C.. 44 West Main Street. Mechanicsburg. P A 17055-0318. /~~~ Francis R. Laws F \WI'F1I.1~S\W ARRIiN 1;('lJ~IHERI.A',I'r(hmln.vy ()bJt'Cllon, 1<1 NA' ~l4Itcr and Counlmlainup.}'d -12- i i ! . ~',J., () .0 C'l r,-' c.:. -" i.'i ,- -of ...;. ::::n ! '..' ~ 'lr- (', W :;2, ~:-~ (:1 je :::-: 'dJ ~:: F/ -'<, ....r) ~ ''-I'rj <.' 0_' ~ ,'-3 -- "0 51 ... WARREN ELECTRICAL CONSTRUCTION CORP., Plaintiff IN THE COURT OF CO~~~ON PLEAS OF CUNBERLAND COUNTY, PENNSYLVANIA v. CIVIL ACTION - LAW CUMBERLAND VALLEY SCHOOL DISTRICT, Defendant NO. 97-0305 CIVIL TERM IN RE: DEFENDANT'S PRELININARY OBJECTIONS TO PLAINTIFF'S FIRST AI.1ENDED COMPLAINT BEFORE SHEELY. P.J.. and OLER. J. OPINION and ORDER OF COURT Oler, J., October Istf 1997. This contract action arises out of a school district's alleged failure to expeditiously coordinate and prosecute work on a school project for which plaintiff was electrical contractor. Damages are claimed in excess of a half million dollars. For disposition at this time are defendant's preliminary objections to plaintiff's first amended complaint. The preliminary objections are (1) a demurrer, based upon the absence of an attachment of the full contract to the complaint, the lack of specification as to contractual provisions breached, the lack of specification for a damage figure "in excess of $630,405.49," and the lack of specification for a demand of "prejudgment interest" and "fees"; (2) a motion to strike off the complaint, based upon the absence of an attachment of the full contract, in violation of Pa. R.C.P. 1019(h), the failure to specifically state items of special damage in demanding damages "in excess of $630,405.49" and for "prejudgment interest," in violation of Pa. R.C.P. 1019(f), and the failure to limit each paragraph to one material allegation, in t NO. 97-0305 CIVIL TERM '~ violation of Pa. R.C.P. 1022; and a motion for a more specific complaint, based upon thirty-three allegedly imprecise averments, including "damages in excess of $630,405.49" and "prejudgment interest" and "fees." For the reasons stated in this opinion, defendant's preliminary objection in the nature of a demurrer will be denied, its preliminary objection in the form of a motion to strike off the complaint will be denied, and its preliminary objection in the form of a motion for a more specific pleading will be sustained in part and denied in part. DISCUSSION Demurrer A preliminary objection in the nature of a demurrer should be sustained only in cases that clearly and without doubt fail to state a claim for which relief can be granted. County of Allegheny v. Commonwealth, 507 Pa. 360, 372, 490 A.2d 402, 408 (1985). In addition, "a claim should not be ... dismissed for mere lack of specificity." Garrett Electronics Corp. v. Conwell, _ Cumberland L.J. _, _ (slip op. at 6) (September 17, 1997), citing 2 Goodrich-Amram 2d Sl017(b):12, at 256 (1991). Finally, "[w]here a document that has not been attached to a complaint is one that a responding party would likely have in its own files, an objection based upon the failure to attach a copy 2 NO. 97-0305 CIVIL TERM t , '. '. thereof will not succeed " 2 Goodrich-Amram 2d Sl019(h)(9), at . ... 364 (1991). These principles preclude the sustaining of Defendant's preliminary objection in the nature of a demurrer. IHth respect to the omission of a full copy of the written contract from the complaint, it is noted that the portion of the agreement executed by the parties and generally referencing its terms was attached to the complaint, that the balance of this publicly-let contract would be in the possession of the defendant school district, and that its omission from the complaint would not signal with certainty a fatal defect in the claim. The remainder or the grounds upon which the demurrer was based involve a lack of specificity. For these reasons, defendant's preliminary objection in the nature of a demurrer will be denied. Motion To Strike Under Pa. R.C.P. 1019(h), "the pleader shall attach a copy of the writing [upon which a claim or defense is based], or the material part thereof" to the pleading. However, as noted above, "[w]here a document that has not been attached to a complaint is one that a responding party would likely have in its own files, an objection based upon the failure to attach a copy thereof will not succeed ...." 2 Goodrich-Amram 2d Sl019(h)(9), at 364 (1991). Under Pa. R.C.P. 1019(f), "[a]verments of time, place and items of special damage shall be specifically stated." However, 3 NO. 97-0305 CIVIL TERM "[a] claim should not be stricken . . . for mere lack of specificity." Garrett Electronics Corp. v. Conwell, - cumberland L.J. _, _ (slip op. at 6) (September 17, 1997), citing 2 Goodrich-Amram 2d Sl017(b):12, at 256 (1991). Finally, under Pa. R.C.P, 1022, "[e]a.ch paragraph [of a pleading] shall contain as far as practicable only one material allegation." However, the effect of the words "as far as practicable" is to underscore that the rule is an "expression of a desirable end rather than a mandatory requirement." 29 P.L.E. Pleading S6, at 296 (1960). If there is no prejudice shown, or the paragraph as a whole in fact addresses only one material element, the rule need not result in a direction to replead. rd. In this case, the omission of a full copy of the contract between the parties will not support a striking off of the complaint, because defendant will have a copy of the agreement in its possession. Nor will the lack of specificity asserted support such a result. In addition, a review of the complaint leads the court to conclude that the various paragraphs contained in it are not so unfocused as to prejudice the defendant. For these reasons, defendant'S preliminary objection in the form of a motion to strike off the complaint will be denied. 4 .-'-----" NO. 97-0305 CIVIL TERM Motion for a More Specific Pleadinq "The question to be decided I/hen a preliminary objection in the form of a motion for a more specific pleading is interposed .. . is whether [the] pleading is sufficiently clear to enable an opposing party to prepare a response ...." 2 Goodrich-Amram 2d S1017(b):2l, at 265 (1991). "In general, when a party states a case in a manner that fully advises an opponent of the nature of the case and of the matters with which the opponent will be confronted at trial, there is no need for a motion for a more specific pleading; the opponent should seek discovery if he or she needs more information . ... " Id. S1017(b):24, at 268. When an "objecting party may be presumed to have at least as much information as the pleader," courts have been reluctant to insist upon a more specific pleading. 5 Standard Pennsylvania Practice 2d S25: 60, at 170-71 (1993). The same is true where the objecting party seeks the pleading of evidence. Id. In the present case, the gist of plaintiff's complaint is that defendant breached what was at least an implicit duty under the contract 1 to expeditiously coordinate and prosecute work on a school project so as not to unreasonably delay or frustrate plaintiff's ability to perform. Damages itemized in the complaint are "increased labor costs of $324,405.00, increased supervision 1 See generally Kaplan v. Cablevision of Pennsylvania, Inc., 448 Pa. Super. 306, 671 A.2d 716 (1996); Somers v. Somers, 418 Pa. Super. 131, 613 A.2d 1211 (1992). 5 NO. 97-0305 CIVIL TERM costs of $47,516.40, increased fixtures cost of $14,241.00, van usage of $14,184.00, small tool costs of $27,851.86, home office overhead of $141,700.75, interest due to slow response on change orders of $3,039.86, direct job expenses, comprised of equipment rental, storage trailers and expendable tools, of $1,638.02, and lost profit of $55,738.60, for a grant total of $630,405.49 plus interest." Plaintiff's First Amended Complaint, paragraph 27. The claim for relief seeks damages "in excess of" $630,405.49. In addition, it requests prejudgmant interest and unspecified "fees," inter alia. A review of the thirty-three allegedly unspecific averments of plaintiff's complaint leads the court to conclude that most of them fall within categories discussed above which do not necessitate a direction for a more specific pleading. However, to the extent that (a) plaintiff is seeking prejudgment interest at other than the legal rate from the date of breach as is normally permissible in contract actions,> (b) is seeking "fees" in addition to the expenses specifically enumerated, and (c) is seeking items of special damage beyond those specified in the total amount of $630,405.49, a more specific pleading will be required. 2 See, e.g., Daset Mining Corp. v. Industrial Fuels Corp., 326 Pa. Super. 14, 473 A.2d 584 (1984). 6 NO. 97-0305 CIVIL TERM ORDER OF COURT AND NOW, this 15th day of October, 1997, upon consideration of Defendant's preliminary objections to Plaintiff's first amended complaint, and for the reasons stated in the accompanying opinion, it is ordered and directed as follows: 1. Defendant's preliminary objection in the nature of a demurrer is DENIED. 2. Defendant's preliminary objection in the form of a motion to strike off the complaint for failure to attach a written contract, failure to specifically state items of special damage and prejudgment interest, and failure to limit each paragraph to one material allegation is DENIED. 3. Defendant's preliminary objection in the form of a motion for a more specific complaint, or in the alternative a n.otion to strike off the complaint for lack of specificity, is SUSTAINED to the extent that Plaintiff is directed to file a more specific pleading as to prejudgment interest, fees and damages in excess of $630,405.49 in accordance with the accompanying opinion within 20 days of the date of this order, or be deemed to 7 NO. 97-0305 CIVIL TERM have claimed only prejudgment interest at the legal rate from date of breach and only those , . I . fees, expenses, and other items of special damage assigned a specific value in the complaint. BY THE COURT, sl J. Weslev Oler. Jr. J. Wesley Oler, Jr., J. Henry O. Heiser, III, Esq. SWOPE, HEISER & McQUAIDE 104 Baltimore Street Gettysburg, PA 17325 Attorney for Plaintiff Richard C. Snelbaker, Esq. SNELBAKER, BRENNEMAN & SPARE 44 West Main street Mechanicsburg, PA 17055 Attorney for Defendant :rc B . I '-'1 ! ~ Q lJ c ~ i :) ~ " Q... I LAW OFFICE!! SNELDAKER. BRENNEMAN 8: SPARE WARREN ELECTRICAL CONSTRUCTION CORP., Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA vs. CIVIL ACTION - LAW CUMBERLAND VALLEY SCHOOL DISTRICT, NO. 97-305 CIVIL TERM Defendant . . PRELIMINARY OBJECTIONS TO AMENDED COMPLAINT AND NOW comes Defendant, CUMBERLAND VALLEY SCHOOL DISTRICT, by its Attorneys, SNELBAKER, BRENNEMAN .& SPARE, P.C., and preliminarily objects to Plaintiff's Amended Complaint in the following particulars: A. LEGAL INSUFFICIENCY OF AMENDED COMPLAINT lDEMURRERI 1. Plaintiff bases its cause of action upon a written contract but fails to attach it to its Amended Complaint. 2. In paragraph 30 of its Amended Complaint, Plaintiff alleges that Defendant "breached the Contract" but fails to aver which portion or portions of the contract were "breached", thereby failing to set forth a cause of action on which the relief sought can be granted. 3. In paragraph 30 of its Amended Complaint, Plaintiff alleges that the alleged breach occurred by "failing to properly prosecute the work and by causing delays and disruption and accelerating the project", but fails to aver which portions of the contract created the duties which are averred to have been violated by Defendant, thereby failing to set forth a cause of action upon which the relief sought can be granted. 4. In paragraph 27 of its Amended Complaint, Plaintiff seeks damages for alleged "increased labor costs", "increased supervision costs", "increased fixtures costs", "van usage", "small tool costs", "home office overhead", "interest due to slow response on change orders", "direct job expenses" and "lost profit" but fails to aver which portions of the contract give rise to the recovery of such damag~s or any other lawful basis therefor, thereby failing to set forth a cause of action upon which the relief sought can be granted. 5. In its prayer for relief in its Amended Complaint, Plaintiff demands damages "in excess of $630,405.49" but fails to aver any legally cognizable basis for recovering any unspecified or unliquidated losses as indicated by the request for more damages than specified, thereby failing to set forth a cause of action upon which the relief sought can be granted. 6. In its prayer for relief in its Amended Complaint, Plaintiff demands "pre-judgment" interest and "fees", but fails L~W OFFICES SNELBAKER. BRENNEMAN Be SPARE to aver any portion of the parties' contract or other legally cognizable basis to sustain the claims for such items, thereby failing to set forth a cause of action upon which the relief sought can be granted. WHEREFORE, for any and all reasons set forth in the foregoing paragraphs and pursuant to Pa.R.C.P. 1028(a) (4), Defendant respectfully requests your Honorable Court to dismiss Plaintiff's Amended Complaint and enter judgment in favor of Defendant and against Plaintiff. -2- B. FAILURE TO CONFORM TO RULES OF COURT III Failure to Conform to Pa.R.C.P. 10191hl 7. (a) Plaintiff's action is based upon a written contract as averred in paragraphs J, 16, 23, 24, 25 and 29 of the Amended Complaint. (b) Pa.R.C.P. 1019(h) requires Plaintiff to attach a copy of the contract or the material parts thereof to the Amended Complaint. (c) Plaintiff's attachment of the form of "Agreement" to the Amended Complaint is only a part of the contract and does not contain the material parts upon which Plaintiff appears to rely. (d) The contract upon which Plaintiff relies consists of numerous documents which are material to its cause of action, to wit: General Conditions, Supplementary Conditions, Specifications, Drawings and various Addenda. (e) Plaintiff's Amended Complaint fails to conform with Pa.R.C.P. 1019(h). (21 Failure to Conform to Pa.R.C.P. 10191fl LAW O"ICII:. SNElDAKER. BRENNEMAN a SPARE 8. (a) Plaintiff's action is based upon alleged monetary losses because of Defendant's alleged breach of contract. (b) Pa.R.C.P. 1019(f) requires items of special -3- damage to be specifically stated. (c) plaintiff's Amended Complaint seeks "damages in excess of $630,405.49", but fails to specifically state the amounts, ingredients or any other computation from which Plaintiff can determine the composition of the amount claimed "in excess of $630,405.49". (d) Plaintiff's Amended Complaint seeks an unspecified amount of "prejudgment interest", but fails to state the amount thereof and the basis therefor. (e) Plaintiff's Amended complaint fails to conform to Pa.R.C.P. 1019(f). 131 Failure to Conform to Pa.R.C.P. 1022 9. (a) Pa.R.C.P. 1022 requires every pleading to be divided into paragraphs, each of which shall contain as far as practicable only one material allegation. (b) Plaintiff has ignored the mandate set forth in paragraph 3 above by combining numerous allegations in a single paragraph in its Amended Complaint as, for example, paragraphs 5, 6, 7, 8, LAW OP'FIC[S SNELBAKER. BRENNEMAN 6: SPARr: 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 21, 22, 23, 24, 25, 26 and 27 -- which exhibit a stream of consciousness type narrative. WHEREFORE, pursuant to Pa.R.C.P. 1028(a)(2), Defendant -4- t , " <"",,,,"''-~'''' periods of time. (0) Par. 18: It fails to identify the location of the "several floor boxes and piping" and by what authority Plaintiff was required to "repair and replace its work". (p) Par. 19: It fails to identify the location of conduits being installed and any meaningful reason why Plaintiff was adversely affected. (q) Par. 20: It fails to identify and quantify the alleged "decreased . . . labor productivity and increased . . . overall labor costs, said ave~ments being simply bald conclusions. (r) Par. 21: It fails to identify which drawings were allegedly "improper". (s) Par. 21: It uses a term, "dimensional bust", without defining it and without identifying the nature and location thereof. LAW O'FICtS SNELDAKER. BRENNEMAN a SPARE (t) Par. 23: It fails to identify which fixtures were improperly specified. (u) Par. 23: It fails to aver the time allegedly required to obtain approval for the alternate materials by failing to aver a date on which any request for approval was submitted. (v) Par. 24: It fails to allege in what manner the fixtures were "improper" and the reason(s) why the alleged re-wiring was required. -7- , '~-"';~~ld,,?' ~ , Defendant caused "delays and disruption" of the project. (bb) Par. 30: It fails to set forth the instances and other details of the conclusion that Defendant accelerated the project. (cc) Par. 31: It fails to set forth the instances and other details of the conclusion that Defendant "greatly increased Warren's required manpower" on the project. (dd) Par. 31: It fails to set forth any factual basis for the conclusion that Defendant "greatly increased . other costs incurred on the project", said "other costs" not being further identified or specified. (ee) "Wherefore", page 10: It fails to state a definite amount of alleged damages ("in excess of $630,405.49") . (ff) "Wherefore", page 10: It fails to state the basis, rate, computation and amount of the alleged "pre-judgment" interest. (gg) "Wherefore", page 10: It fails to state the basis and amount of the alleged "fees". 11. For all the reasons set forth in Paragraph 10 above, l.AW OFFIC[G SNELDAKER. BRENNEMAN 8c SPARE Plaintiff's Amended Complaint is insufficiently specific for Defendant to understand the basis of Plaintiff's claim and to respond to the allegations. Said Amended Complaint is a series -9- "_,U-'1""N;Jrr-- . . . ~~ . ~-'1 ~ ' '. A' ":"~>J' I' .1. .. ~ ~ ~ - ^ _.,. <- ",~ 0'" ~ ~I"~,"~;J ' .. ,"'.11II.;;; ~".'. iIIl" ,. ", .~, .. '...~ .., 1IIIl'~,~ i'Ii..:..-::....I!II'..iII~~.IIIl~'.'.~.~...~.;:1 I, -' -:.,,; _ - . I....,. 1.'11I':"11I.,1" . _-. II" "" . '. . '::11:" ~'. 11I.:..._....11IIII. 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III _..IIlI;'....... : ..lIIlII . 1lIII.; .:....: " ,,' ',.,":11I-'11.'1'" .. III ...... ':": ,1iIIII.' '..',.II!I',:.II, -. .. ,. '. ..:. .11. .. "iii', III '" I.: . '1: ,~^ -.<-^< ., . I V\ ~ ~ - ~ ..,.. ~ I '- b~ (, ~': , ~ ( , 1:': lll.., C)- " , l"C ~, "" ,::.1 {." ~. " (1., ' '. (q ~ j , ~!.. I ; ..,I G~ '.! r, : 'J '.. .!a. ,. :J..: ,', IJ, ,- ;'~J U ~ U ~ W III e 0 N ... ,.J ,.J < .. III P< ' ~ f;J E-t S~~ :l < ~ r... I 3 o ~ ti- . " uO(wZ ... 0 ~ r... u ~ ~ ..... ~~~ III ::[ oJ ~ < to- ~ .,... > 08~ ~ ca !( en)o '" 1'1 ..... >< WU'I ~~ U u~~ ~ a:Ul~ZI~~ ~8j . ~ r... u w > 0 z !::!:: 1/1 r... >< > ~ U)WXw Wa: 0 o III zP< t:l !il z j: Q. Z w M r-Cl~ - a: ;.J 0 IIZI I UO ffi wo~ci' %% X II a: Q. ~ r-- ~~re ~H ~~ I- ... Z m ,.JE-t " ~ ":J ~ ~ ~u ~ w'<Om .. - III ~ ::;. Q. >- '.' t) ffi~ o .... z ~ Il::IIl ~~ ~ :;; ~~ l/I Cl ~u Ut:l . ' IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, I'ENNSYL VANIA CIVIL ACTION - LAW WARREN ELECTRICAL . CONSTRUCTION CORP. 3039 Ventrie Court . Myersville, MD 21773-0480 . Plaintiff . vs, . CUMBERLAND V ALLEY SCHOOL DISTRICT . Cumberland County, PA . SERVE: Dr. Orr Brenneman . School Superintendent 6746 Carlisle Pike . Mechanicsburg. I' A 17055 . . . . . . . . . . . . . FIRST AMENDED COMPLAINT The Plaintiff, Warren Electrical Construction Corp.. by its undersigned counsel, files this civil action against the Cumberland Valley School District, and states as follows: PARTIES I. The Plaintiff, Warren Electrical Construction Corp, ("Warren"), is a corporation organized under the laws of the state of Pennsylvania that is engaged in the business of electrical construction contracting, -1- 2, The Defendant, Cumberland Valley School District ("Cumberland"), is a public school district that contracted for the construction of a public school known as Cumberland Valley Middle School ("the Project"). FACTS 3. On June 16, 1993, Warren and Cumberland entered into a Contract ("the Contract") for the provision of electrical construction services and materials on the Project. (Ex. A) 4. Cumberland had five prime contractors on the Project. CCl Construction Co. Inc, ("CCI") was the general contractor, Warren was the electrical contractor. Adams County Asphalt ("Adams") was the site contractor, Herre Bros" Inc. was the plumbing contractor, Frey Lutz Corp. was the mechanical/HV AC contractor, The Ray Group. Inc, was the architect for the Project and had a contractual relationship with Cumberland, J.E. Biro & Associates, Inc. ("J.E, Biro") was the electrical and mechanical engineer for the Project and had a contractual relationship with The Ray Group, Inc. 5. Throughout the Project, and as set forth in the following paragraphs, the poor planning and failure to prosecute by Cumberland, its contractors, architects and engineers resulted in numerous delays at the inception of and during the performance of the Contract. CCI sequenced the construction in a haphazard manner, and it failed to coordinate the contractors efficiently, 6, Warren received a Notice to Proceed on June 22, 1993, The Project was scheduled to last for 420 days, The scheduled completion date was August IS, 1994. -2- ,~"--~,.',,..","""'.."-'- f :Ii Warren's actual work began on August 4. 1993. As a result of delays, Warren was not able to complete its work until February 1995, 7, Originally, CCI planned to sequence the construction from Section A (classrooms) to Section B (auditorium) to Scction C (cafeteria and gymnasiums), However, at the first job conference meeting held on June 10, 1993. Warren and other subcontractors convinced CClthatthe project should bc sequenced in reverse order, from Section C to Section B to Section A- S, At the outset of the Project. Warren requested a staging area close to its work adjacent to Section C. Because the site work around Section C was not in a state of preparedness, Cumberland and Adams denied Warren a convenient staging area and forced Warren to locate its trailers at a distant location on the far end of Section A. CCI also refused to allow Warren to transport its materials directly into the building but instead required Warren to store materials at its distant trailers, These decisions required Warren to spend excess time constantly transferring materials from its distant staging area to the building throughout the Project. 9, Throughout the course of the Project, Adams' site preparation was constantly behind schedule and involved poor workmanship, The president of Adams would occasionally visit the site and fire his crew ifhe was not pleased with its progress. Since Warren's scope of work included site lighting and other site electrical work, contingent upon the completion of Adams' work, Warren's site work was constantly dclayed as n result of Adams, This was an ongoing problem from the outset of the Project until completion, -3- 10. In the summer and tilll of 1993. the preparation of the building pads, which included leveling, grading and compacting by Adams, was slow and involved poor workmanship. The late preparation of building pads delayed the installation of footers for interior and exterior walls, which consequently delayed the building of the masonry walls by the masonry subcontractor. Keener Masonry ("Keener"). and the electrical work by Warren. It caused an initial delay in the Project of approximately six weeks. II, Throughout the fall of 1993, eel failed to follow the schedule and properly sequence the construction of the masonry walls by Keener. In particular, Keener did not sufficiently complete the interior masonry in Section e before the 1993/94 winter. The masons were building exterior walls in Section B when they should have been completing the interior walls in Section e to allow Warren to complete work in these walls. As a result, Section e was not in a sufficient state of completion before winter to allow Warren to work efficiently and as scheduled during the winter months, 12, Throughout the Project. the delay of masonry walls always delayed Warren's work, sincc electrical wiring was installed in most walls. and Warren could not perfonn much of its work until the walls were built. In addition, the unsequenced work prevented Warren from completing its work in any particular location at one time. Rather, Warren was forced to leave its work unfinished in the walls, remobilize at each particular location at a later date. and tic in the circuitry after the walls were completed. 13, Early in the Project, Warren had planned to install most ofils conduit network underground. which would have requircd running the conduits underneath CCI's concrete slabs, Nothing in the contract or specifications prohibited Warren's -4- underground layout. In August 1993, Cumberland refused to allow Warren 10 run most ofits eonduits underground hel{lrehand, As u result, Wurren was ullowed 10 run only some ofits main feeder conduits underground and was forced to run almost all ofthe branch conduits overheud throughout the Project utgreater time and expense, The decision to refuse to ullow Wurrenlo instull its underground network displayed poor coordination und cooperution by Cumberlund, 14. Eurly in the Project, us the footers were being installed in Section C and the masonry wulls wcre being built up to just above /loor level, Warren had planned to install its underground conduits through the walls before the earth was backfilled and compacted by CCI. However, on or about September IS, 1993, CCI refused to allow Warren to install its conduits before backfilling but insisted on backfilling and compacting the earth first, requiring Warren to re-dig trenches to install its conduits. Warren then had to assume the responsibility of backfilling and compacting again. The decision to refuse to allow Warren to install its conduits before CCl's backfilling displayed poor coordination and cooperation by CCI. IS, Against the advice of the clerk-of-the-works, Ed Haldeman, at the job conference meetings during the summer of 1993, CCI poured concrete /loor slabs throughout the site before winter, The slabs were exposed and not protected from the cold during the winter. As expected, at least one slab moved as a result of the freezing and thawing of the ground. In the spring of 1994, CCI was forced to tear up the slab, re- grade and compact, and pour the slab again. During the compacting, an electrical conduit installed by Warren was broken and had to be repaired. -5- 16, In early 1994. the Project was Ihced with severe winter weather t r , :p conditions, By mid-December 1994. Section C was "generally enclosed" within the meaning of contract specification 0 150D. requiring CClto heat Section C to 55 degrees. In January and February 1994. CCI refused to properly heat Section C, however, claiming that the necessary tenting of the building was too expensive, As a result, Warren's workers in Section C were forced to use Warren's own small propane heaters in order to work, which were insufficient. and the labor in January 1994 was very unproductive, The snow melted and rained down on the interior of the building during the day and froze at night. The floor of Section C became covered with ice, causing unsafe and unworkable conditions, 17, Because of the unsafe and unworkable conditions, Warren was forced to pull otTofthejob entircly from February I, 1994 to February 16, 1994, From February 16. 1994 to March 8, 1994, Warren kept only one worker on the job in order to oversee and work with the masons and to make sure nothing went wrong. Throughout March 1994, Warren was able to maintain only a small crew (no more than 4-5 workers) and could not put men on the job in full force until April 1994. Before then, Warren was forced to temporarily layoff its men on a two-week rotating basis, 18. During the winter, Section B was not enclosed at all and had no roof. Consequently, it became covered with snow and ice, In approximately March 1994, CeI used snowplow vehicles to clear snow from Section B, Because the site was covered with snow and ice, the operators could not see the electrical floor boxes and piping underneath the snow and ice in the auditorium. The floor boxes were boxes that fed -6- circuitry to the aisle lighting at the end of the seating rows, While attempting to clear the snow, the vehicles destroyed several !loor boxes and piping. requiring Warren to repair and replace its work. 19. Aner the 1993/94 winter. CCI, well behind schedule. in an effort to catch up. ovennanned the job and again failed to coordinate the contractors or sequence the construction in any legitimate manner. Particularly. CCI again failed to direct the masons to follow the schedule and complete any portion of the Project before moving on, Instead, in a rushed effort to make up for lost time, the masons ovennanned the job and jumped all over the Project in a haphazard manner. Again, a sequenced completion of masonry was essential to Warren because Warren had to install conduits through masonry walls as they were completed, 20, After the winter, ceI ordered the work accelerated on the Project throughout the summer and fall of 1994, The acceleration decreased Warren's labor productivity and increased its overall labor costs, 21. In the fall of 1993. improper architectural drawings displayed a dimensional bust in the structural steel at multiple locations in Sections A and B around the auditorium, The steel erection was delayed until this situation was resolved, which was not until spring of 1994, This dimensional bust contributed to the fact that Section B was not generally enclosed before winter, and interior work could not proceed. During this time period. due to a lack of structural sleel. the masons could not build the waIls in this area. which prevented Warren from working as well. -7- 22. During thc Sllmll1Cr of 1993. Adams bcgan totcar out and re-pave the entrance to the school propcny from Route II. A community dispute arose concerning the congested traffic patterns created by this entrance. and Cumberland ordered all work around the entrance to stop and ordered Adams to restore thc entrance substantially to its previous condition until the matter was resolved. ['ending resolution of the dispute. Warren was prevented from completing its pole lighting and site work on the east end of the site adjacent to Route II. Warren had planned to complete this work during the summer of 1993 before much of the construction on the building was underway. The matter was not resolved. and Warren could not begin this site work. until the summer of 1994. 23. In March 1994, Warren realized that J.E. Biro had specified improper fixtures for the downlights in the auditorium. The fixtures were not made by the specified manufacturer, and Warren was forced to find an alternate manufacturer. The fixtures from the new manufacturer were not UL-approved. and Warren was forced to wait for the approval. which was not received until on or about May 26. 1994. The cost of the fixtures increased by $14,241.00. and a change order for this extra cost submitted on or about April 11. 1994 was denied by Cumberland. 24. In May 1994, Warren realized that J.E. Biro, had specified in its fixture schedule improper quanz restrike fixtures for the emergency lighting in the cafeteria, gymnasiums and mechanical room. Because the fixtures were already purchased. Warren was forced. at the direction of J.E. Biro, to re-wire the existing fixtures to meet the proper application. -8- 25. In approximately Novembcr 1993, Lee Brandt, a rcpresentative of Cumberland, notified Warren that the site e1cctrical drawings for electrical underground conduit work at the existing athletic Iields was not indicative oftheir requirements, and that Cumberland wanted to change the work. In December 1993. Warren issued a proposal for the change. Warren did not receive a response on this proposal until approximately May 1994. At this time. Bob Earley, an assistant of Ed Haldeman, stated that Cumberland wanted yet another change. Warren issued a price on this change, but Roger Herre of lE. Biro rejected the price. I-Ie did not issue another change until approximately July 1994. Warren did not receive the change order for this work until the fa\1 of 1994. 26. Throughout the course of the Project, Cumberland exhibited very slow response to change order requests by Warren. As a result, Warren was forced to begin work on verbal directives and could not submit bills until the change orders were received. Warren's lost interest on the sbw response to the approved change orders amounted to $3,039.86. 27. These aforementioned problems prevented Warren from performing its duties under the Contract in a timely and efficient manner and greatly increased Warren's costs. As a direct consequence, Warren has suffered increased labor costs of $324,405.00, increased supervision costs of $47,516.40, increased fixtures cost of $14,241.00, van usage 01'$14,184.00, small tool costs of$27,851.86. home office overhead of $141 ,790.75. interest due to slow response on change orders ofS3.039.86, -9- direct job expenses, comprised of equipment rental, storage trailers and expendable tools. t 01'$1,638.02. and lost profit of $55.738.60, for a grand total of $630,405.49 plus interest. COUNT I ntU:ACH OF CONTI~ACT i' \ 28. Warren incorporates each of the above-stated facts and allegations into this Count. 29. There was a contract between Warren and Cumberland. (Ex. A) 30. Cumberland breached the Contract by failing to properly prosecute the work and by causing delays and disruption and accelerating the Project. 31. Cumberland's breach greatly increased Warren's required manpower and other costs incurred on the Project. WHEREfORE. Warren prays that this Court award it damages in excess 01'$630,405.49, plus pre-judgment and post-judgment interest, costs. fees, and any other relief that the Court deems proper. Respectfully submitted, ~ ! ;/. 1 _ f;4, - /' IV,V ~ 1('-:"'0/ "~/ 'HenryO.'Heiser, II Swope, Heiser & McQuaide 104 Baltimore Street Gettysburg, P A 17325 (717) 334-2134 I Attorneys for Plaintiff Warren Electrical Construction Corp. -10- ,,~~ ~ov 2 ~ 't;r: CUMBERLAND VALLEY MIDDLE SCHOOL 201-91 00500 AGREEMENT BETWEEN OWNER AND'CONTRACTOR THIS AGREEMENT, entered Into this 16th day of June 1991, by and between Cumberland Valley School District, Cumberland County, PA hereafter called the "Owner", and , an indiYidua1, of OR , a partnership, consisting of and as all the partners, haYing its principal office at OR Warren Electrical Construction Corooratlon State of Maryland. 3039 Ventrie Court. Myersvl11e. Frederick , a Corporation of the haYing Its principal office at County, Maryland, hereinafter called the "Contractor" (and hereinafter treated as If of the singular number and neuter gender) WITNESSETH, that the "Contractor" and the "Owner", for the considerations named, agree as follows: WHEREAS, the Owner heretofore has advert i sed for proposals, as required by Pennsylvania laws, for the Electrical Construction work necessary for the construction of the Cumberland Valley Middle School , and has received PI'oposa1 s therefor; and WHEREAS, the Owner has considered the proposals so received and has made an award to the Contractor based upon the proposal so received from the Contractor. NOW, therefore, In consideration of the mutual promises, covenants and agreements herein contained, the Owner and Contractor promise, covenant and agree, as follows: 1. SCOPE OF WORK - The "Contractor" shall furnish all of the materials and perform all of the Electrical Construction Work shown on the drawings and described in the specifications entitled the Cumberland Va11ev Middle School as prepared by The Ray Group Inc., Architects & Planners, 127 E. Orange Street, Lancaster, Pennsylvania 17602 (acting as and in these Contract Documents entitled the "Arch itect" and shall do everyth i ng requ i red by th I s Agreement and Contract Documents. AGREEMENT 00500-1 EXHIBIT I A CUMBERLAND VALLEY MIDDLE SCHOOL 201-91 2. TIME OF COMPLETION - The work to be performed under this contract shall be commenced within ten (10) calendar days after notification by the "Owner" or the "Architect" to start work and shall be completed within 420 ca 1 endar days. The "Contractor" shall be l1ab1 e to the "Owner" for any damages sustained by the latter through extra engineering, Architects' or other costs pf any nature incurred by reason of the "Contractor's" failure to complete Its work by the above date, or any extension thereof granted under Article 8.3 of the "General Conditions". 3. PAYMENTS. The "Owner" shall pay the "Contractor" for the performance of the Electrical Contract Contract, subject to additions and deductions provided therein, in current funds, the sum of ONE MILLION, NINE HUNDRED SEVENTY-NINE THOUSAND. THREE HUNDRED SIXTY-DOLLARS . SIX ($1,979,366 ) which sum represents the Contractor's base bid or adjusted base bid as a result of the acceptance of the following alternates by the Owner as follows: E-7 - $-9,700: E-8 - $-10,600 Payments shall be made to the Contractor in accordance with Article g of the "General Conditions." 4. CONTRACT DOCUMENTS shall consist of the followin9 all of which are part of the contract between the parties as though repeated herein or hereto attached: A. This Agreement B. Performance and Payment Bond C, General Conditions AlA A201 D Supplementary Conditions E, Speci fications F, Drawings G, Addenda identified as follows: Addendum II: 4/30/93; Addendum #2: 5/6/93: Addendum #3: 5/6/93 (faxed): Addendum #4: 5/12/93 (faxed). AGREEMENT 00500-2 5. CUMBERLAND VALLEY MIDDLE SCHOOL 201-91 REPRESENTATIONS OF CONTRACTOR - The Contractor represents and warrants: That it is financially solvent and experienced in and competent to perform the work and to furnish the plant, materials, supplies or equipment, to be so performed or furnished by it; B, That it is familiar with all Federal, State, Municipal and Departmental laws, ordinances and regulations, which may in any way affect the work of those employed herein, including, but not limited to, any special acts relating to the work or to the project of which it is a part; A, C, That such temporary and permanent work required by the Contract Documents as is to be done by it can be satisfactorily constructed and used for the purposes for which it is intended and that. such construction will not injure any person or damage any property; and D, That it has carefully examined the plans, specifications and site of the work, and that it has sat i sfi ed \tsel f as to the nature and location of the work, the character, quality and quantity of surface and sub-surface materials likely to be encountered, the character of equipment and other facil \ties needed for the performance of the work, and the general and local conditions, and all other materials which may in any way affect the work or its performance, 6. HEIRS, ETC. - This Agreement shall bind and inure to the benefit of the heirs, legal representatives and success~rs and assigns of both parties hereto, except that this sentence shall not be interpreted to grant any right of assignment of any nature whatsoever to the Contractor. 7. The Owner and the Contractor each i~tend to be bound legally by this Agreement. IN WITNESS WHEREOF, the parties have executed the Agreement the day and year first above written. Att~ ~ .t~nt) Secretary ~c:r BY: Directors AGREEMENT 00500-3 ..:-O,......,o,,-"'"""-!A"......L 1. I i ~ " ,- . , CUMBERLAND VALLEY MIDDLE SCHOOL 201-91 (Individual contractor) (SEAL) (Name of 1ndiYidual) Trading and Doing Business as .Wi tness: -------------------------.--------------------------.------------------.----- (Partnership contractor) (Name of Partnership) witness: BY: ( SEAL) Partner BY: (SEAL) Partner BY: (SEAL) Partner BY: (SEAL) Partner --------------------.-----.-------------------------..-------.----.------.-.-- (Corporation Principal) BY: (corporate Seal) AGREEMENT 00500-4 ~ V" '2 ~ ~ i . I ~ f" i .,.. '- .lo '- rj h; \II >- '- ~ c:;; I"fl ~Q S ":j ,~ . )..; ., c. - -" ....j:!.. -. .'J;r: ~f "': '"j::j _'1' . ;:t,; _J J.... O:~ll a-, ;:~ r.:: LLl . I'D LL L- eU. J u ,... "-:' en C) (~ F Ul Z .0: 1 0 laJ Ul rol U H o-:l Ii! Ul C N ,., II< o-:l .jJ Ulr.. <( ... E-< .... 0 s:: Ho-:l - Z . ~ Ul .... 0 III :E:~ :l < ~ 0:>< Z ..-4 = 'tl o ~ ~- . ~ ~E-< 0 .jJ U s:: ~rol Ui(WZ !:! 0 U s:: Ul cu III ~ ..J It ~ ~ ~ o~ 1 ..-4 .... ~zt: I-.J of f uo.o: 6 III :>< CU '" !( : ~ I :::::: UHZ o-i rol C HOH a:U)ItZ ~E r.. ~o II< o-:l U E-< w)ooz t~ o~>~ H ~ rolo-:lZ en l&J :! 1&1 w a: P: . II<rolH _Z5D. ~~ E-< o-:lU E-< > Ul!Q~ laJ~<u %% P: :><.0: U. P Ul ~~ C P:PII< :I t- lD a: f; ~ OrolZo-:l ~~ 00 . ~ ..:) tj ~ U~ZH rolO r..ur.. laJ <( 0 01 ~ rol> U 10 - Ul ~ n. >- rolPII<H Z ZO o .. :I:U U ~~ rolE-< OU ~ ~ E-< ~~ H r.. P:H E-<r.. Ul " ZO liE-< PC 00 H U :E: , . AHHgN/E/HEll~H,Ec;/ J<lmlilrv !.(), 19'J/ t r \ IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW WARREN ELECTRICAL CONSTRUCTION CORP. 3039 Ventrie Court Myersville, MD 21773-0480 Plaintiff NO, 97-305 v. CUMBERLAND VALLEY SCHOOL DISTRICT Cumberland County, PA MOTION FOR SPECIAL ADMISSION OF CO-COUNSEL ON BEHALF OF PLAINTIFF Henry O. Heiser, III, counsel for Plaintiff Warren Electrical Construction Corp., respectfully moves this Court pursuant to Pennsylvania Bar Admissions Rule 301 for admission pro hac vice of Francis R. Laws, Esquire, and Charles J, Kress1ein, Esquire, as co-counsel in this mat- ter, and in support thereof, represents as follows: 1, I am a member in good standing of the bar of the Commonwealth of Pennsylvania, and am qualified to prac- tice in the Courts of the Commonwealth. 2. I represent Plaintiff, Warren Electrical Con- struction Corp., in this matter and am their counsel of record. 3, This is a contract action arising out of an electrical construction contract for a new public school building, 4. Plaintiff, Warren Electrical Construction Corp" desires to have Francis R. Laws and Charles J. Kresslein of the Baltimore firm Kollman and Sheehan assist in the trial of this matter on its behalf and represent it in all related matters before this Court. 5, Mr. Laws is duly licensed to practice law by the State of Maryland, He was admitted to the bar of the State of Maryland in 1982, the bar of the United States District Court, District of Maryland, in 1983, and the United States Court of Appeals for the Fourth Circuit and the United States Supreme Court in 1986, He is a member in good standing of the bar of each of the above listed courts and is not under suspension or disbarment of any court. 6, Mr. Kresslein is duly licensed to practice law by the State of Maryland, He was admitted to the bar of the State of Maryland in 1994, the United States District Court, District of Maryland, in 1995, and the District of Columbia Bar on January 6, 1997. He is a member in good standing of the bar of each of the above listed courts and is not under suspension or disbarment of any court, -2- t ., 7. The affidavits of Mr. Laws and Mr, Kress1ein in support of this Motion are attached as Exhibits "A" and .l> "B" respectively, 8. The defendant will not be prejudiced in any way if Mr, Laws and Mr, Kress1ein are admitted to the bar of this Court pro hac vice. 9, No good cause exists to deny the admission of Francis R. Laws and Charles J. Kress1ein pro hac vice, WHEREFORE, Henry 0, Heiser, Esquire, respectfully requests that this court specially admit Francis R. Laws, Esquire, and Charles J, Kress1ein, Esquire, pro hac vice on behalf of Warren Electrical Construction Corp, in this matter. SWOPE, HEISER & McQUAIDE By: y~~~~ Henry 0, Heiser, III 104 Baltimore Street Gettysburg, PA 17325 (717) 334-2134 In ft07539 -3- each of the above-listed courts and am not under suspen- sion or disbarment by any court. 3. Upon my admission pro hac vice, and pursuant to Pennsylvania Bar Admission Rule 301, I will assist and be associated in this matter with Pennsylvania counsel of record, Henry O. Heiser, III, of swope, Heiser & McQuaide, 104 Baltimore Street, Gettysburg, Pennsylvania, 17325, 4, The Plaintiff has asked my firm to represent it in the trial of this matter, together with my associ- ate, Charles J, Kress1ein, and with Henry 0, Heiser, III. 5, There is good cause for our admission pro hac vice. This firm has had an existing client-attorney rela- tionship with the Plaintiff over a period of time; I have a personal working relationship with several of the key personnel at Plaintiff's firm who have been involved in similar contract litigation; I am familiar with the issues in this case. 6. If specially admitted to the bar of this Com- monwealth, I will be admitted solely for the purpose of participating in this particular action, 7. Plaintiff would be prejudiced if our firm were not able to provide representation in this case. S, I am willing and able to comply with all rules of this County relating to admission, professional con- duct, and civil procedure, -2- ~ , " AFFIDAVIT OF CHARLES J. KRESSLEIN, ESQUIRE IN SUPPORT OF MOTION FOR SPECIAL ADMISSION OF CO-COUNSEL ON BEHALF OF PLAINTIFF, WARREN ELECTRICAL CONSTRUCTION CORP. ~ STATE OF MARYLAND ss. COUNTY OF BALTIMORE lows: I, CHARLES J, KRESSLEIN, Esquire, having been duly sworn, take this Affidavit in Support of the foregoing Mo- tion for Special Admission of Co-Counsel on behalf of Plaintiff, Warren Electrical Construction Corp" as fol- 1. I desire to be specially admitted pro hac vice to the bar of the Commonwealth of Pennsylvania pursuant to Pennsylvania Bar Admission Rule 301, as co-counsel for Plaintiff, Warren Electrical Construction Corp., in the matter of Warren Electrical Construction Corp. v. Cumberland Valley School District. 2. I am an associate in the law firm of Kollman & Sheehan, Sun Life Building, 20 South Charles Street, 8th Floor, Baltimore, Maryland, 21201, I was admitted to the bar of the State of Maryland in 1994, the Bar of the Unit- ed States District Court for the District of Maryland in 1995, and the District of Columbia Bar on January 6, 1997. I am a member in good standing of the bar of each EXHIBIT -B- t of the above-listed courts and am not under suspension or disbarment by any court, 3, Upon my admission pro hac vice, and pursuant to Pennsylvania Bar Admission Rule 301, I will assist and be associated in this matter with Pennsylvania counsel of record, Henry O. Heiser, III, of Swope, Heiser & McQuaide, 104 Baltimore Street, Gettysburg, Pennsylvania, 17325. 4. The Plaintiff has asked my firm to represent it in the trial of this matter, together with Francis R. Laws, and with Henry 0, Heiser, III. 5. There is good cause for our admission pro hac vice. This firm has had an existing client-attorney rela- tionship with the Plaintiff over a period of time; I have a personal working relationship with several of the key personnel at Plaintiff's firm who have been involved in similar contract litigation; I am familiar with the issues in this case. 6. If specially admitted to the bar of this Com- monwealth, I will be admitted solely for the purpose of participating in this particular action. 7. Plaintiff would be prejudiced if our firm were not able to provide representation in this case. 8. I am willing and able to comply with all rules of this County relating to admission, professional con- duct, and civil procedure, -2- PRAECIPE FOR LISTING CASE FOR ARGUMENT (Must be typewritten and subnitted in duplicate) TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Please list the within matter far the next Argunent Court. --------------------------------------------------------------------------------------- CAPTION OF CASE (entire caption must be stated in full) (", >J:) n -.J " WARREN ELECTRICAL CONSTRUCTION ,1; . I CORP, , f;'. . i~ ..~ .. . . IT! (Plaintiff) ,.- '.0 ;6 ,- vs. .."';, "To' '-H :~: !c') :'- I CUMBERLAND VALLEY SCHOOL DISTRICT, ...., :...J ;,n "'I :.n ,> . .n - '0 -< ( Defendant) No. 305 19 97 Civil Term 1. State matter to be argued (Le., plaintiff's mtion for new trial. defendant's dmurrer to canplaint, etc.): Defendant's Preliminary Objections to Complaint 2. Identify counsel who will argue case: (a) for plaintiff: Address: Francis R. Laws. Esquire Kollman & Sheehan, F,A. Sun Life Building 20 South Charles Street, Baltimore, MD 21201 Richard C. Snelbaker, Esquire Snelbaker, Brenneman & Spare 44 W, Main Street Mechanicsburg, FA 17055 (b) for defendant: Address: 3_ I will notify all parties in writing within bolo days that this case has been listed for argurent. 4. Argunent Court Date: June :l5, 1997 hR!fG D3ted: May 16, 1997 Attorney far Pla~nt~tt l r , , " r n I;" ':0 :, CD .( ,/, /. ~ ~; .( ,~ .f :.- hi ..J ...: " r /, '--- ,. V> , UJ .( /. :.:: /. ", " /. , :z :-- ... C) a; ; "- ~ LW :; ci I'; n. ,J CO (, OC " . I: a5 .c V> U 7. .c I , , ,;: -, court cited above, and to enter judgment in favor of Defendant and against plaintiff. B. INSUFFICIENT SPECIFICITY OF COMPLAINT 3, Plaintiff's complaint is insufficiently specific in the following respects (by reference to the paragraph numbers of the Complaint) : (a) Par. 4: It fails to state the time and nature of the alleged "poor planning", "failure to prosecute", sequencing of construction "in a haphazard manner" and "failed to coordinate the contractors efficiently". (b) Par. 5: It fails to state the date on which the building pads were to arrive and otherwise fails to state the Defendant's responsibility for the alleged delay. (c) Par, 5: It fails to state a definite period of alleged delay ("about six weeks"). (d) Par. 6: It fails to state the time and nature of the alleged "poor planning, delays, improper sequencing and failure to coordinate the contractors", (e) Par. 6: It fails to state a definite period LAW OffiCES SNELDAKER. BRENNEMAN Be SPARE of alleged delay ("for weeks"), (f) Par, 7: It fails to state the number, nature, location and proper description of the -3- LAW OnlCC8 SNElDAKER. BRENNEMAN a SPARE support the conclusions that Plaintiff was required to "greatly" increase its "manpower and other costs". (bb) Par. 16: It fails to state the amount of the alleged "other costs", (cc) "Wherefore", page 4: It fails to state a definite amount of alleged damages ("in excess of $550,000,00"). (dd) "Wherefore", page 4: It fails to state the basis, computation and amount of the alleged "pre- judgment" interest, 4. For all the reasons set forth in Paragraph 3 above, Plaintiff's Complaint is insufficiently specific for Defendant to understand the basis of Plaintiff's claim and to respond to the allegations, Said Complaint is a series of generalizations and conclusions lacking averments, background and foundation. WHEREFORE, pursuant to Pa.R,C,P. 1019(a) (3), Defendant respectfully requests your Honorable Court to (a) order Plaintiff to file a more specific complaint, or alternatively, (b) strike off Plaintiff's Complaint and enter judgment in favor of Defendant and against Plaintiff. C. LEGAL INSUFFICIENCY OF COMPLAINT (DEMURRER) 5, The Complaint fails to set forth in sufficient detail the basis for the alleged breach of contract to justify the allegation of damages "in excess of $550,000,00" and fails to set -7- forth a cause of action on which the relief sought can be granted. WHEREFORE, pursuant to Pa,R,C.P. 1019(a)(4), Defendant respectfully requests your Honorable Court to dismiss Plaintiff's Complaint and enter judgment in favor of Defendant and against Plaintiff, D. LEGAL INSUFFICIENCY OF COMPLAINT (DEMURRER) 6. The Complaint seeks alleged "pre-judgment interest" but sets forth neither the legal basis therefor nor an amount, Therefore, the Complaint fails to set forth a cause of action for which the relief sought of prejudgment interest can be granted, WHEREFORE, pursuant to Pa,R.C.P. 1019(a)(4), Defendant respectfully requests your Honorable Court to dismiss Plaintiff's Complaint and enter judgment in favor of Defendant and against Plaintiff. By chard c. Snelbaker 44 West Main Street Mechanicsburg, PA 17055-0318 Telephone: (717) 697-8528 Attorneys for Defendant LAW OfFICCS SNCLDAKER. BRENNEMAN a SPARE -8- 1 - ,; f -r- ....!t1 -r + ex:. '-- (') ~ i-r ...J ':t-- ,.. C": ~ h ~ IU~-: .. ~ (': '.~ 0 0- '; I fE' ~ I~ ~, . ... . ~ ~L '-'- r_ '.~J 0 0 ~ U., 1-..- 0 ltt. -.... .:.:.- l.D ~ '=7f ., , ':u ~ ' ' ., ~ -, ."... () ~ II. r- e; C" () ::(" ~ ~ d 1>? 'b,.. <0 III r:l f:: ~ W III C N ..:l H 8 l'l PI . ~ ffi c( " ~~~ ::l 0( '" H III 03; ti- . .. ~ U r.. u <( ... z ':! 0 ~o~ ..:l III IU ~ J: ..J a: ~ l';' ~ , P, A ~.J ...... OU ~~ i:l H '" !( Ill,. M M ~A~ j &AI en '" '" UO . ..:l llUla:ZIEE ~~ :- ~ ~ W > 0 z !:!::. O~1Il tf) bJ ! W wa: ~&lffi > 0 Z .. IL z w - a::.J 0 CD UO U W 000(,," %::1 , IUH I~ :J: IDa: e;::I 0 8~P, ..:lE-< .1:;0 0::; z IUU Wi( 0 m .. ::J - III ~ U ;1 Q. ,. ~ ~~ o ~ ~ '" Ul " ~U UA . .. ... IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW WARREN ELECTRICAL . CONSTRUCTION CORP, 3039 Ventrie Court . Myersville, MD 21773-0480 . Plaintiff . vs, . CUMBERLAND V ALLEY SCHOOL DiSTRICT . Cumberland County, PA . SERVE: Dr. Orr Brenneman . School Superintendent 6746 Carlisle Pike . Mechanicsburg, PA 17055 . . . . . . . . . '/1. 11- 30t {}.~ .,--~ . . . . COMPLAINT The Plaintiff, Warren Electrical Construction Corp,. by its undersigned counsel, files this civil action against the Cumberland Va\1ey School District, and states as fo\1ows: PARTIES 1. The Plaintiff, Warren Electrical Construction Corp. ("Warren"), is a corporation organized under the laws ofthe state of Pennsylvania that is engaged in the business of electrical construction contracting, -1- 2, The Defendant, Cumberland Valley School District ("Cumberland"), is a public school district that contracted for the construction of a public school known as Cumberland Valley Middle School ("the School" or "the Project"), FACTS 3, Warren and Cumberland entered into a Contract ("the Contract") for the provision of electrical construction services and materials on the Project. (Ex, A> 4, Cumberland's poor planning and failure to prosecute resulted in numerous delays at the inception of and during the performance of the Contract. Cumberland sequenced the construction in a haphazard manner. and it failed to coordinate the contractors efficiently, 5. The late arrival of building pads caused an initial delay in the Project of about six weeks. 6, In early 1994, the Project was faced with severe winter weather conditions, Due to Cumberland's poor planning. delays. improper sequencing, and failure to coordinate the contractors, the Project was not in a state of completion or enclosure that would have allowed Warren to continue working efficiently during the winter, Cumberland refused to properly heat the construction site during the winter, The site became covered with snow and ice, causing unworkable conditions, Consequently, Warren was not able to adequately man the job and had to pull off entirely for weeks. 7, While the Project was covered with snow and ice. many of the pipes, stage boxes and other material were destroyed as a result of the weather and project activity. -2- t , " :~ 8, After the winter, Cumberland, well behind schedule, in an effort to catch up. overmanned the job and again failed to coordinate the contractors or sequence the construction in any legitimate manner, The state of incompletion on any particular portion of the Project prevented Warren from being able to appropriately sequence its work and otherwise work efficiently, 9, Cumberland's failure to prosecute prevented Warren from having adequate access to the site, forcing Warren to maintain a trailer and staging area in a locale removed from the construction site. Due to the delays and failure to prosecute, Warren was further required to store its materials at its trailer rather than have them placed directly on the site, This necessitated Warren to constantly transfer materials from its distant trailer to the site, 10. A lack of roadway installation and litigation concerning the entrance and traffic patterns into the school held up work on the site and prevented Warren from completing much of its site work. II, Improper dimensions and other omissions and lack of clarification in contract drawings caused numerous delays and additional costs, 12, These and other problems caused by Cumberland prevented Warren from performing its duties under the Contract in a timely and efficient manner and greatly increased Warren's costs. including but not limited to increased overhead expenses, labor costs, supervision costs, van usage, tool costs. equipment rental, storage trailers, and interest expense due to slow response on change orders, Warren has suffered damages at or about $550,000,00. -3. , ' COUNT I pREACH OF CONTRACT 13, Warren incorporates each of the above-stated facts and allegations into this Count. 14. There was a contract between Warren and cumberland. (Ex, A) 15, cumberland breached the Contract by failing to properly prosecute the work and by causing delays and disruption, 16. Cumberland's breach greatly increased Warren'S required manpower and other costs incurred on the I'roject. WHEREFORE. Warren prays that this Court award it damages in excess of $550,000,00, plus pre-judgment and post-judgment interest, costs, fees, and any other relief that the Court deems proper. Respectfully submitted, ~WHb~J-f Henry d:' Heiser, III swope, Heiser & McQuaide 104 Baltimore Street Gettysburg, P A 17325 (717) 334-2134 Attomeys for Plaintiff Warren Electrical Construction Corp, -4- \ CUMBERLAND VALLEY MIDDLE SCHOOL 201-91 5. REPRESENTATIONS OF CONTRACTOR - The Contractor represents and warrants: That it is financially solvent and experienced in and competent to perform the work and to furnish the plant, materials, supplies or equipment, to be so performed or furnished by it: B. That it is familiar with all Federal, State, Municipal and Departmental laws, ordinances and regulations, which may in any way affect the work of those employed herein, including, but not limited to, any special acts relating to the work or to the project of which it is a part; A. C, That such temporary and permanent work required by the Contract Documents as is to be done by it can be satisfactorily constructed and used for the purposes for which it is intended and that such construction will not injure any person or damage any property: and D, That it has carefully examined the plans, specifications and site of the work, and that it has satisfied itself as to the nature and location of the work, the character, quality and quantity of surface and sub-surface materials likely to be encountered, the character of equipment and other facil Hies needed for the performance of the work, and the general and local conditions, and all other materials which may in any way affect the work or its performance. 6. HEIRS, ETC. - This Agreement shall bind and inure to the benefit of the heirs, legal representatives and successors and assigns of both parties hereto, except that this sentence shall not be interpreted to grant any right of assignment of any nature whatsoever to the Contractor. 7. The Owner and the Contractor each intend to be bound legally by this Agreement. IN WITNESS WHEREOF, the parties have executed the Agreement the day and year first above written. BY: CUMBWUlt--llJ \J ALLE.'I SCHO\)L O/51'1Zl.c:r tJ. (Na e er) Att~ ~ .t~nt) Secretary AGREEMENT 00500-3 " ,- . ' CUMBERLAND VALLEY MIDDLE SCHOOL 201-91 (Individual Contractor) (Name of Individual) Trading and Doing Business as (SEAL) ,Witness: ____w_________________________________________________-----------.----------- (Partnership Contractor) (Name of Partnership) Witness: BY: (SEAL) Partner BY: (SEAL) Partner BY: (SEAL) Partner BY: (SEAL) Partner ------------------------------------------------------------------------------ (Corporation Principal) . 'CYJ}.JrllcH4~C(f oration) BY: / (Corporate Seal) AGREEMENT 00500-4 . , . . CUMBERLAND VALLEY MIDDLE SCHOOL 201-91 OR (If Appropriate) (Name of Corporation) *BY: Authorized Representative Witness: *Attach appropriate proof, dated as of the same date as the Agreement, as required by the Contract Documents eVidencing authority to execute in behalf of the Corporation. AGREEMENT 00500-5 TABLE OF CONTENTS ~ I. HISTORY OF CASE , . , . . . . . . . . . . . . . . . . 1 II. INTRODUCTION TO ARGUMENT . . . . . . . . . . . . . . 1 III, DEFENDANT'S ARGUMENT . . . . . . . . . . . . . . . . 3 A. Legal Insufficiency of Amended Complaint (Demurrer) .... , . . . . . 3 B. Failure to Conform to Rules of Court 8 (1) Failure to Conform to Pa.R,C.P, 1019(h) .,...,..... . . . . . . 8 (2) Failure to Conform to Pa.R.C.P. 1019 (f) ........... , , 11 C. (3) Failure to Conform to Pa.R.C.p. 1022 Insufficient specificity of Amended Complaint . . . . . . . . . . . . . . . . 14 . . . . 18 -, I. HISTORY OF CASE This action was commenced by Complaint filed on January 17, 1997, and served on Defendant by the Sheriff of Cumberland County on January 22, 1997, Because of the general inadequacy of the Complaint and failure to even abide by the most elementary of fact pleading rules of procedure, Defendant filed extensive Preliminary Objections to the Complaint on February 10, 1997. Plaintiff chose to avoid the Preliminary Objections by filing an Amended Complaint on March 3, 1997. The Amended Complaint continues to be inadequate and for which Defendant has filed another set of Preliminary Objections which are now before the Court for disposition. This Brief is submitted by Defendant in support of its Preliminary Objections to the Amended Complaint, II. INTRODUCTION TO ARGUMENT The Amended Complaint voluntarily submitted by Plaintiff is no better pleaded than the original Complaint and is simply inadequate to answer. Defendant is fully aware that preliminary objections are not a favored source of litigation by a trial court and are frequently dismissed on the basis of either lacking in meaningful substance or that the pleading shortcomings can be remedied by pre-trial discovery, Defendant contends that it should not be -1- III, DEFENDANT'S ARGUMENT A. LEGAL INSUFFICIENCY OF AMENDED COMPLAINT (DEMURRERl PREFACE Defendant considers this objection to be of utmost importance. It believes the Amended Complaint fails to state a cause of action upon which the relief sought can be granted. It is emphasized at the outset that the immediate argument must be read in conjunction with those which follow it since it is the general inadequacy/insufficiency of the Amended Complaint which points up the lack of statement of enforceable claim. Because of the generalities of the Amended Complaint, Defendant is required to deal with its demurrer objection in segments which correspond with sections of its Preliminary Objections ~nd are separately stated and argued below. LACK OF CONTRACTUAL BASIS Plaintiff bases its cause of action on "Breach of Contract" (see "Count I") but it does not attach the contract or its material parts. The violation of Pa.R.C.P. 1019(h) requiring such attachment is discussed below and the argument there is incorporated here by reference, The absence of the attachment or specific references thereto results in the failure to state a legally cognizable claim or cause of action in the following several regards. Absence of Alleaed Breach In paragraph 30 of the Amended Complaint, Plaintiff contends -3- that Defendant "breached the Contract", However, Plaintiff fails to plead an enforceable contract and the manner in which it was allegedly breached. Instead, Plaintiff merely avers that a termless contract was breached, The document attached as "Exhibit A" to the Amended Complaint is not the "contract". If a contract exists at all, it would be contained in the numerous documents referred to in the Exhibit but not attached to the Amended Complaint. As pleaded, the Court does not have before it the alleged "contract" for review, It is simply impossible to determine whether a "breach" has been sufficiently pleaded where the contract has not been provided, No authority is needed to support this obvious omission, Absence of Contractual Duties Plaintiff bases its entire cause of action upon Defendant's alleged failure "to properly prosecute the work and by causing delays and disruptions and accelerating the project", (paragraph 30 of Amended Complaint), but it totally fails to set forth the duties allegedly violated. It must be remembered that Plaintiff is suing on an eXDress contract and has based its claims on Defendant's alleged violation thereof. It is hornbook pleading practice to set forth in detail the contractual terms which obligate the alleged violator and the manner in which such terms were violated. Here, Plaintiff cit.. no contractual terms and, consequently, no specific duties or responsibilities alleged breached by Defendant. -4- Very simply, Plaintiff alleges Defendant's breach of a contract which has not been pleaded either in whole or in part, Absence of Contractual provisions re Scecific Damaqes At paragraph 27 of the Amended Complaint, the heart of Plaintiff's claim, it alleges that Defendant is contractually responsible for Plaintiff's increased labor costs increased supervisor costs increased fixtures costs van usage small tool costs home office overhead interest due to slow response on change orders direct job expenses lost profit But, no where does Plaintiff cite to any contractual provisions which obligate Defendant to pay for these matters. Aside from the insufficient specificity of the allegations (discussed elsewhere), Plaintiff simply fails to state the contractual nexus between Plaintiff's alleged losses and Defendant's responsibility to pay therefor. Moreover, the Amended Complaint fails to state any other lawful basis for attaching responsibility to Defendant. If it cannot point to specific provisions of the parties' express contract, it must aver some other legal basis of liability -- which has not occurred, As it stands, the Amended complaint merely says that Plaintiff lost $630,405.49 on this job and it wants Defendant to pay it without citing any contractual or other legally cognizable basis. -5- Unliquidated Damaaes In its prayer for relief, Plaintiff commits the ultimate error by claiming damages "in excess of $630,405.49" without any reference to legal basis therefor. Plaintiff is simply seeking unliquidated damages in an assumpsit action without pleading any basis therefor. Not only are unliquidated damages foreign to contract actions, but are totally disallowed where no legal basis exists. In effact, Plaintiff is contending it wants money for "pain and suffering", but fails to provide Defendant (and this Court) with a reason to allow it. Because Plaintiff fails to state a basis for its "in excess" claim, Defendant is unable to defend against it. It is axiomatic, that if an assertion cannot be defended, it is improperly included and/or pleaded, thereby rendering it unenforceable. "Pre;udament Interest" and "Fees" Closely aligned with the foregoing argument, Defendant contends that Plaintiff's demand for "prejudgment interest" and unspecified "fees" in its prayer for relief is similarly unsupported by any legally cognizable reasons. It nearly goes without saying that prejudgment interest must be based either on a specific provision of the parties' contract or some principle of law. Plaintiff avers neither. Thus, Defendant is without knowledge of what it is defending which is sufficient to render the demands subject to the effect of demurrer. -6- Similarly, the claim for "fees" is fatally flawed, being totally lacking in any reason or basis, It is fundamental law that if the "fees" refer to Plaintiff's attorney's fees, Plaintiff must cite either a statute or a contractual provision. Neither are provided (nor any other theory). If Plaintiff did not intend to seek attorney's fees, the claim for other unspecified "fees" is equally flawed since no legally cognizable basis has been pleaded. All of the foregoing claims (interest and fees) are further defective by failing to state the amounts being sought. The interest claim should at least state a rate (based on whatever legal authority allows it) and the fees should have at least amounts and/or payees, The discussion above related to unliquidated damages ("in excess of") is equally applicable here. Conclusion The sum of the foregoing merits the result of sustaining Defendant's objection to the legal insufficiency of the entire Amended Complaint pursuant to Pa.R,C,P. 1028(a) (4) requiring the dismissal of the Amended Complaint and judgment for Defendant. The essence of the Amended Complaint is Plaintiff's assertion that Defendant breached a contract without citing the applicable terms of the contract and that it wants various damages without citing a legal basis therefor. Defendant's only meaningful remedy against such shoddy pleading is to have the claim dismissed for lack of legal insufficiency. -7- B. FAILURE TO CONFORM TO RULES OF COURT (1) FAILURE TO CONFORM TO PA.R,C,P, 10191hl Pennsylvania Rule of Procedure 1019(h) very clearly and simply says: A pleading shall state specifically whether any claim or defense set forth therein is based upon a writing. If so, the pleader shall attach a copy of the writing, or the material part thereof, but if the writing or copy is not accessible to him, it is sufficient so to state, together with the reason, and to set forth the substance of the writing. There is no question that Plaintiff's entire claim is "based upon a writing". In paragraph 4 of the Amended Complaint it is so stated. However, Plaintiff simply ignores the reminder of the rule: to attach a copy of the writing or the material part thereof, It merely attaches a part of the writing, but certainly not the material part, The aocument attached as "Exhibit A" is merely a 5-page "Agreement Between Owner and Contractor" which is in the nature of a cover document to the material parts of the parties' real agreement. In paragraph 4 of the exhibit, the following additional writings are deemed to be a part thereof (the material parts) : Performance and Payment Bond General Conditions AlA A201 Supplementary Conditions specifications Drawings Addendum #1 Addendum #2 Addendum 13 Addendum 14 Without these numerous "writings", the "Agreement" attached as an -8- exhibit is meaningless. The significance of this assertion is borne out by the allegations of the remainder of the Amended Complaint, Throughout the complaint, Plaintiff accuses Defendant of various breaches of agreement. Its entire theory of liability is in contract -- not tort. In fact, the only count ("Count I") is clearly entitled "Breach of Contract". This count simply (and inadequately) states: "30. Cumberland [Defendant] breached the Contract by failing to properly prosecute the work and by causing delays and disruption and accelerating the Project. It refers to the "Contract" (note the capitalization) -- not the abbreviated agreement in the exhibit, But, it does not attach the "Contract". Throughout the preceding 29 paragraphs, Plaintiff alleges various contractual requirements but never cites to them in the contract documents. If not required to attach the writings on which it relies, it is free to make unsubstantiated allegations of Defendant's errors. Defendant cannot defend against such spurious and general accusations. A quick reading of "Exhibit A" will indicate that it only deals with the parties' general relationship, and has nothing to do with the requirements of construction which are the essence of Plaintiff's complaints. All of the material parts of the "Contract" are presumably contained in the unattached parts, Le. general conditions, supplementary conditions, specifications, drawings and addenda. Again, without attaching these items, Plaintiff has failed to attach the "material parts thereof", -9- leaving Defendant to guess as to what plaintiff is referring. As explained in Goodrich-Amram 2d 55 1019(h): 4-10, the attachment of material documents is a ~ of the pleader -- a necessity of the fundamental rules of fact-pleading, Elsewhere in this Brief, Defendant alleges insufficiency of the various allegations because there is no citation or reference to the precise parts of t:he "contract" allegedly breached. By failing to even attach the document upon which it relies, plaintiff has committed the primary error of omission which taints the remainder of its claim(s). A prime example of the need to attach the material part of a writing appears in paragraph 16 of the Amended complaint where plaintiff relies on a provision allegedly contained in contract specification 01500 -- but does not attach it. If the entire contract were attached, this omission would be cured, If "specification 01500" were attached, one could determine if it is applicable to the allegations. As the Amended complaint now stands, Defendant and this court cannot review the legal sufficiency of paragraph 16 -- a cogent reason to require observance of Rule 1019(h). Therefore, the Amended complaint should be stricken pursuant to pa,R,C.P. 1028(a) (2) for failure to comply with the mandate of R.C.P. 1019 (h), -10- (2) FAILURE TO CONFORM TO PA,R,C,P. 10191fl This action is ex contractu -- only one count exists: "Breach of contract". However, it is pleaded as though for unliquidated damages: "in excess of $630,405,94". Being a claim in assumpsit or contract, all of plaintiff's damages must necessarily be items of "special damage" within the meaning of Pa.R.C.P. 1019(f). plaintiff has no general damages. All of its alleged losses are susceptible to be quantified. It has no "pain and suffering", continuing lost profits, continuing expenditures, etc. which are general damages under Rule 1019(f). Each element of plaintiff's claim can and must be computed and pleaded as a certainty. Otherwise, Defendant has no idea as to the scope of its liability, The phrase "in excess of" provides no notice as to amount plaintiff is truly seeking, A careful review of the Amended Complaint (paragraph 27) shows the following elements alleged by plaintiff to be in issue: Increased labor costs Increased supervision costs: Increased fixture costs : Van usage : small tool costs : Home office overhead Interest Equipment rental, etc. Lost profit $324,405.00 47,516.40 14,241.00 14,184.00 27,851. 86 141,790.75 3,039.86 1,638.02 55,738.60 While this list totals $630,405.49 (the numerical amount shown in the prayer for relief), plaintiff is claiming something in addition since it wants damages "in excess thereof". Defendant objects to this open claim and cites pa.R,C.P. 1019(f) as its reason. plaintiff has an absolute duty to plead its special -11- damages specifically -- not a catch-all or guess, It is impossible to determine what other claims exist, given the categoricnl enumeration citAd above. Either the words "in excess" should be deleted or the entire Amended complaint be stricken for failure to conform to Rule 1019(f). Likewise, the 9 categories of special damages are insufficiently stated. The figures are merely totals. There is no way for Defendant to know the ingredients or how the totals were calculated. Rule 1019(a) requires specificity basically and l019(f) requires it with regard to special damages, Plaintiff must state what comprises its summary amounts. Further, Plaintiff seeks "prejudgment interest" (in addition to the "in excess" amount) but fails to state the basis thereof and the amount. Unless it has a legal basis for such claim, Plaintiff has no general or automatic right to it. There is no doubt that such a claim is a special damage within the meaning of Rule 1019(f) and must be specifically stated. As presently pleaded, Defendant has no knowledge of the legal theory thereof (contractual, statutory, etc.) or the rate being claimed. Defendant is unaware of any common law basis applicable to this case and, therefore, objects to the omission of necessary facts. In the latter regard, it should be noted that such interest and the other following claims (post-judgment interest, costs, fees) are in addition ("plus") to the "in excess" claim and are not included therein, -12- (3) FAILURE TO CONFORM TO PA.R.C.P. 1022 It is a fundamental rule of Pennsylvania pleading that every pleading is to be divided into paragraphs and that "each paragraph shall contain as far as practicable only one material allegation." Pa.R,C.P. 1022. While this objection might be regarded as captious in other circumstances, it is of material significance to Defendant as it attempts to sort through the jumble of Plaintiff's allegations. The Amended Complaint, like its replaced predecessor, is a classic example of the shotgun-blast approach to pleading, that is, throw everything (and anything) into a complaint with the hope that sonething might hit a vital spot. The generality of the Amended Complaint combined with the lumping of facts into incongruent paragraph packages makes it difficult, if not impossible, to understand the real basis of Plaintiff's claim. The allegations remind one of a thoughtless stream-of- consciousness utterings. This objection is frequently ignored since the incidence of violation is generally insignificant, It may be difficult in various circumstances to confine a paragraph to a single allegation. Thus, the qualifying standard "as far as practicable" in Rule 1022. But, the violation here is both gross and frequent, There are no less than 22 numbered paragraphs in the Amended Complaint which ignore Rule 1022 (see paragraphs 5, 6, 7, B, 9, 10, 11, 12, 13, 14, 15, 16, 17, 1B, 19, 21, 22, 23, 24, 25, 26 and 27). In -14- order to respond to anyone of these paragraphs, Defendant would be required to write many paragraphs, if not pages, which results in a narrative response without any certainty of fully addressing plaintiff's meaning. The single allegation requirement is a practical necessity in fact-pleading, A responding party should be required to answer one allegation at a time. The paragraphing format is designed to implement the one-allegation requirement so as to provide the respondent with the parameters of the assertion without risk of overlooking the implications or deceptions which can arise in a shotgun blast of allegations, The scope of violation in this case is exemplified by paragraph 17 of the Amended complaint. The following is a list of the "material allegations": 1, Working conditions were unsafe and unworkable, 2. Warren [plaintiff] was forced to leave job because of such conditions. 3. plaintiff was off the job entirely from February 1 to 16, 1994. 4, plaintiff put one worker on the job from February 16 to March 8, 1994. 5. The one worker was placed to (a) oversee work, (b) work with mason, and (c) make sure nothing went wrong. 6. Throughout March 1994, plaintiff maintained only a small crew. 7. A small crew consisted of "no more than 4-5 workers" 8. plaintiff couldn't put a full crew on the job until April 1994. 9. prior to April, plaintiff was forced to temporarily layoff its employees. -15- 10. The layoffs occurred on a "two-week rotating basis". Regardless of the possible irrelevancy and insufficiency of the matters alleged, Defendant is required to respond to at least 10 facts in a single paragraph. See also, for example, paragraph 19: 1. CCl well behind schedule after the winter of 1993/94. 2. CCl tried to catch up. 3. CCl overmanned the job. 4. CCl failed to coordinate contractors. 5. CCl failed to sequence construction in a legitimate manner. 6. CCl failed to direct the masons to follow a schedule. 7. CCl failed to require mason to complete a portion of the project before moving on. 8. The masons made a rushed effort to Dlake up for lost time. 9. The masons overmanned the job. 10. The masons jumped allover the project in a haphazard manner. 11. Sequenced completion of masonry essential to Plaintiff. 12. Plaintiff had to install conduits through walls as completed. While many of these allegations may be irrelevant to the claim against Defendant, it must still address each and all in some manner so as to plead a defense. Another example, with more relevance, is paragraph 25: 1, Lee Brandt (Defendant's employee) told Plaintiff that certain unspecified drawings did, not meet "their requirements". -16- C. INSUFFICIENT SPECIFICITY OF AMENDED COMPLAINT PREFACE Defendant has reviewed the Amended Complaint and finds no less than 33 conclusions which Plaintiff has inserted into its shotgun-blast claim against Defendant, In at least 33 instances, Defendant is subjected to Plaintiff's judgment without factual or other basis to support those assertions. The very number of unspecific contentions points up the wholesale disregard of the principles of fact-pleading and the Pennsylvania Rules of civil Procedure. The importance of Pa,R.C.P. l028(a) (3) and Defendant's objections based thereon is borne out by the several previous objections discussed above which point out the prejudice to Defendant in being required to defend against an inadequate Amended complaint. The foundation of fact-pleading is the statement of claim in a specific non-conclusionary manner, sufficient to inform the respondent of the precise nature of the claimant's position. Plaintiff avoids this responsibility by pleading conclusions rather than elemental facts, Accordingly, Defendant is disadvantaged by not having the undisclosed factual basis as it attempts to plead a large alleged liability, ARGUMENT AND DISCUSSION The following portions of the Amended Complaint are insufficiently stated for the reasons indicated. The references are to the numbered paragraphs of the Amended Complaint. -18- (a) Paragraph 5 fails to state the time and nature of the alleged "poor planning" and "failure to prosecute", (b) Paragraph 6 fails to state the time and nature of the "delays" which prevented completion of plaintiff's work. (c) Paragraph 8 fails to cite any contractual obligation breached by Defendant with regard to the location of the "staging area", (d) Paragraph 9 fails to state the time, nature and location of the site contractor's failure to comply with schedule, "poor workmanship" and in what way it "constantly delayed" Plaintiff's work. (e) Paragraph 10 fails to state the time and nature of the delays caused by Defendant resulting from the performance of the site contractor and/or masonry contractor. (f) Paragraph 11 fails to state Defendant's responsibility for the several areas of alleged deficiencies. (g) Paragraph 12 fails to identify which walls were delayed and fails to quantify the extent of Defendant's alleged delay(s). (h) Paragraph 12 fails to state the dates on which Plaintiff "was forced to leave its work" and "remobilize" at later dates. -19- (i) Paragraph 13 fails to identify which underground conduits were not alleged to be installed and which were allowed to be installed. (j) paragraph 13 fails to identify which conduits plaintiff was alleged to have been "forced" to install overhead, (k) paragraph 13 fails to quantify in any manner Plaintiff's alleged "greater time and expense" for the items mentioned, (1) Paragraph 14 fails to identify which trenches Plaintiff had to "re-dig", backfill and compact in violation of the contract. (m) Paragraph 15 fails to identify the location of the conduit allegedly broken and whether plaintiff had any responsibility to make the alleged repair. en) Paragraph 17 fails to identify which "men" were temporarily laid-off and for which specific periods of time. (0) paragraph 18 fails to identify the location of the "several floor boxes and piping" and by what authority Plaintiff was required to "repair and replace its work". (p) paragraph 19 fails to identify the location of conduits being installed and any meaningful reason why plaintiff was adversely affected. -20- (q) Paragraph 20 fails to identify and quantify the alleged "decreased , . . labor productivity and increased , . . overall labor costs, said averments being simply bald conclusions. (r) Paragraph 21 fails to identify which drawings were allegedly "improper". (s) Paragraph 21 uses a term, "dimensional bust", without defining it and without identifying the nature and location thereof. (t) Paragraph 23 fails to identify which fixtures were improperly specified. (u) Paragraph 23 fails to aver the time allegedly required to obtain approval for the alternate materials by failing to aver a date on which any request for approval was submitted, (v) Paragraph 24 fails to allege in what manner the fixtures were "improper" and the reason(s) why the alleged re-wiring was required, (w) Paragraph 25 fails to identify with specificity the alleged proposal for change and the dates of the various actions. The use of the word "approximately" with relation to dates clearly within Plaintiff's knowledge is gross neglect of the rule requiring specificity. (x) Paragraph 26 fails to state the basis of its conclusion of "lost interest" by failing to state -21- the contractual basis for interest generally, the rate of interest used, the amounts of principal upon which the interest is based, and the time during which the interest was allegedly applied. (y) Paragraph 27 fails to state any basis for the several monetary conclusions, such as time spans, nature of work, identification of workmen, rates of pay, reasons for "van usage", identification of "small tools", ingredients of "home office overhead", specific content of "direct job expenses" including the specific facts involving "equipment rental, storage trailers and expendable tools", and computation of "lost profit". (z) Paragraph 30 fails to set forth the instances and other details of the conclusion that Defendant failed to "properly prosecute the work". (aa) Paragraph 30 fails to set forth the instances and other details of the conclusion that Defendant caused "delays and disruption" of the project, (bb) Paragraph 30 fails to set forth the instances and other details of the conclusion that Defendant accelerated the project. (cc) Paragraph 31 fails to set forth the instances and other details of the conclusion that Defendant "greatly increased Warren's required -22- manpower" on the project, (dd) Paragraph 31 fails to set forth any factual basis for the conclusion that Defendant "greatly increased . , . other costs incurred on the project", said "other costs" not being further identified or specified. (ee) The "Wherefore" paragraph on page 10 fails to state a definite amount of alleged damages (".in excess of $630,405.49"). (ff) The "Wherefore" paragraph on page 10 fails to state the basis, rate, computation and amount of the alleged "pre-judgment" interest. (gg) The "Wherefore" paragraph on page 10 fails to state the basis and amount of the alleged tlfees". While anyone individual item above miaht be overlooked, the collective deficiencies should point up the overall insufficiency of the pleading leading to its general striking off. Defendant is aware that trial courts frequently overrule these objections where the practical end can be achieved by pretrial discovery, The blatant vagueness of the present Amended Complaint should be a distinguishing difference from the more run-of-the-mill isolated objections, Here, Defendant cannot intelligently respond to the allegations since the conclusions being objected to are supported by facts only in Plaintiff's mind and under its sole control, To be forced to answer such a vague -23- I. INTRODUCTION The Plaintiff. Warren Electrical Construction Corp, ("Warren"). brought this action against the Cumberland Valley School District ("Cumberland") by filing a Complaint in this Court on January 17, 1997. which was served upon Cumberland on or about January 22, 1997. No answer has yet been filed, The suit arises out of numerous problems encountered during the construction of the Cumberland Valley Middle School ("the Project"). Cumberland was the owner of the Project, and Warren entered into a prime contract with Cumberland for the electrical construction work. Cumberland did not answer but instead filed voluminous Preliminary Objections on February 10, 1997, In order to avoid unnecessary litigation, Warren chose to accommodate Cumberland and filed an Amended Complaint on March 3, 1997, which provided a thorough factual analysis of the construction problems encountered and a detailed itemization of damages ,- more than enough detail to allow Cumberland to answer the Complaint. Again, however, Cumberland refused to file an Answer but filed another voluminous set of Preliminary Objections, The Amended Complaint far exceeds the specificity required by the Rules, The Court should be aware that this is the third lawsuit brought against Cumberland on this Project, and in all three cases Cumberland used Preliminary Objections to drive up the legal costs to its adversaries and to delay its day of reckoning, It is clear in this case that the Preliminary Objections are absolutely without merit. . 11. ARGUMENT I. THE SCHOOL DISTRICT'S UNWARRANTED REFUSAL TO ANSWER AND ENGAGE IN DISCOVERY IS CONSISTENT WITH ITS PAST ABUSE OF THE RULES IN OTHER CASES. In its initial pleading. it is the plaintiffs obligation to set forth the material facts upon which it relies with sufficient specificity to allow the defendant to answer the complaint and prepare a defense. The Rule expressly requires, however. that the factual averments be "stated in a concise and summary form." Rule 1019(a)(emphasis added), It is not only unnecessary, it is improper to file ponderous prolix paper that sets forth every evidentiary allegation, inferences to be drawn from facts, and conclusions oflaw, ~,s:.io, D' Antona v Hampton Grindini Wheel Co. Inc. 225 Pa, Super. 120,310 A.2d 307, 310 (1973), Yet that is precisely what Cumberland would have this Court order through Cumberland's Preliminary Objections, The history oflitigation associated with this very Project indicates that Cumberland is well aware of the absence of merit in its Preliminary Objections, At least two other lawsuits have been brought against the School District. One was brought by the site work prime contractor, Adams County Asphalt Co" Adams County Asphalt Co v Cumberland Vallc:y School District, Civ, No,: 1994-06945 ("the Adams case"), and the other was brought by the general contractor, CCI Construction Co.. CCI Construction Co v Cumberland Vallc:y School District, I , i '! : , , i Civ, No.: 1996-00110 ("the CC1 case"), The cases each allege damages for delay and a lack of . cooperation and coordination by Cumberland during the Project. The cases are similar in many respects to the present case. containing many overlapping issues, In both other cases, Cumberland filed extensive Preliminary Objections, including many Objections identical or similar -2- . Bond, General Conditions AlA 201, Supplementary Conditions. Specifications, Drawings, and Addenda # 1-4, Although these additional documents were not attached, it is clear that it is not necessary to attach documents that are in the possession of the objecting party. since the purpose behind the requirement is negated, Foster v Peat Marwick Main & Co, 138 Cmwlth Ct. 147, 587 A.2d 382 (1991); I W Levin & Co V Oldsmobile Div of General Motors Cot:!) , 8 D&C3d 361 (1978), Since the contract in question is between Warren and Cumberland, all contract documents are in the possession of Cumberland, and Cumberland may not claim to be without knowledge of the contract or its contents. Cumberland's assertion that all such documents must be provided is inconsistent with Rule 10 19(h), which, on its face, does not require attaching all documents. It is, moreover, a requirement that would impose a wasteful expenditure of resources on Warren. the plans are expensive to duplicate. and it would create an unnecessary avalanche of paper for the Court to deal with, The School District's motion. to the extent it is premised on this ground, is there fore meritless, B. Warren Alleges the Terms of the Contract Which are Breached, Cumberland complains that Warren's assertion in ~ 30 of the Amended Complaint is vague in that it alleges Cumberland's failure "to properly prosecute the work and by causing delays and disruptions and accelerating the project" without enumerating the precise duties owed, In this sentence. Warren pled the ultimate fact upon which the breach of contract is premised. Cumberland pulls this isolated conclusory paragraph out of a detailed Amended Complaint, which contains numerous paragraphs explaining in depth the precise manners in which Cumberland breached its duties, Many of the alleged breaches concern direct acts and omissions of -4- Exch, 341, 5 Eng,Rul,Cases 502 (1854). it has been well established that consequential damages may be recovered in a contract action that are a proximate consequence of the contract breach and that are reasonably foreseeable, The Hadley doctrine has been adopted in Pennsylvania, ~, U, Frank B Bozzo Inc v Electric Weld Division ofFon Pitt Bridlle Division of Span II Industries, 283 Pa, Super, 35,423 A,2d 702 (1980); Siellel v Struble Bros Inc, 150 Pa, Super, 343,28 A.2d 352 (1942), All of the above-stated damages are in fact direct or consequential damages arising from Cumberland's alleged breaches, Such damages are commonly sought in construction claims of this nature, since they are reasonably foreseeable damages proximately flowing from the contract breach, In addition. the amount of detail provided by Warren is more than sufficient. It is not necessary, as Cumberland contends. to further match precise dollar figures with each particular event alleged. In such a claim for extra costs incurred. it is sufficient to identifY each group of costs and give a lump sum figure for the labor and material for each, as Warren has done, Warshaw v Araminllo Realty Cor:p. 15 D&C2d 480 (1958), Cumberland further alleges that Warren has committed the "ultimate error" by using the words "in excess of $630.405.49" in its prayer for relief, and further misinterprets this prayer as constituting a claim for "pain and suffering," (Brief p, 6) This is not true, Although Warren has provided a detailed enumeration of damages, the words "in excess of' merely references the fact that damage calculations might increase throughout the course of discovery if additional facts or costs become known, If so. Warren would cenainly make any revised calculations known to Cumberland at such a time and in such a manner that would not prejudice r .6- infonnative subsidiary allegations. Moreover. the cOlllplaintmay include I'arious statements of fact in one paragraph if, taken as a whole, they con.ftitute one material allegation, or if the subortlinate allegation,f tent/ttl III/J1lify, clarify, or explain the "'aterialallegauon~ 4 Standard Pa, Practice 2d ~ 21: 13 (citations omitted) (emphasis added), The test is the difficulty or impossibility in answering the Complaint. General State Authority v Sutter Cor:p, , 24 Pa. Cmwlth 391, 394, 356 A.2d 377, 380 (1976), Cumberland cites paragraphs 17, 19 and 25 as examples of what it tenns Warren's pattern of "incongruent paragraph packages" and "thoughtless stream-of-consciousness utterings,,,2 (Briefp, 14) Contrary to Cumberland's assertion, Warren's division of paragraphs is 2 These paragraphs read as follows: 17, Because of the unsafe and unworkable conditions. Warren was forced to pull offofthejob entirely from February I. 1994 to February 16,1994, From February 16,1994 until March 8, 1994, Warren kept only one worker on the job in order to oversee and work with the masons and to make sure nothing went wrong, Throughout March 1994, Warren was able to maintain only a small crew (no more than 4-5 workers) and could not put men on the job in full force until April 1994, Before then. Warren was forced to temporarily layoff its men on a two- week rotating basis, 19, After the 1993/94 winter, CCI, well behind schedule, in an effort to catch up, ovennanned the job and again failed to coordinate the contractors or sequence the construction in any legitimate manner. Particularly. CCI again failed to direct the masons to follow the schedule and complete any portion of the Project before moving on, Instead. in a rushed effort to make up for lost time, the masons ovennanned the job and jumped all over the Project in a haphazard manner, Again, a sequenced completion of masonry was essential to Warren because Warren had to install conduits through masonry walls as they were completed, 25, In approximately November 1993. Lee Brandt. a representative of Cumberland. notified Warren that the site electrical drawings for electrical underground conduit work at the existing athletic fields was not indicative of their requirements. and that Cumberland wanted to change the work. In December 1993. Warren issued a proposal for the change. Warren did not receive a response on this proposal until approximately May 1994, At this time, Bob Earley. an assistant of Ed Haldeman, stated that Cumberland wanted yet another change. Warren issued a price on this change. but Roger Herre of lE, Biro rejected the price, He did not -9- logical and well organized, groups together related facts in a coherent manner. and renders the Amended Complaint easier, rather than more difficult, to follow, Using Cumberland's examples, paragraph 17 can be summarized as constituting the single allegation that Warren could not adequately man the job in early 1994 due to the adverse whether conditions, The four sentence paragraph merely spells out in more detail the manner in which the manpower suffered: first, Warren had to pull olTthejob entirely in February 1994, and then it could only man a partial crew until April 1994, laying 01T its men on a temporary rotating basis in the meantime, Similarly, paragraph 19 contains the single allegation that following the adverse weather conditions, CCI improperly coordinated the various contractors in a rushed attempt to make up for lost time, The paragraph contains only four sentences, and the latter three merely elaborate on the primary problem ofCC1- its failure to sequence the masons, which was critical to Warren, as had been previously explained in paragraph 12, Lastly, paragraph 25 contains the single allegation that Cumberland delayed for nearly one year in c1ari\)'ing its position on how the conduit work at the athletic fields was to be done, The several facts in the paragraph merely explain the various events that comprised the delay throughout the year, Cumberland seems to interpret the word "allegation" to mean a single sentence or a single fact. As noted above, this interpretation is wrong. Cumberland would have Warren file a voluminous Complaint with hundreds of paragraphs, in which case the logical division of the allegations that currently exists in the Amended Complaint would be lost. Such an interpretation would hardly comport with the purpose of the rule, issue another change until approximately July 1994, Warren did not receive the change order for this work until the fall of 1994, -10- t " ~ \ (1981); Commonwealth Milk Marketin~ Board v Sunnybrook Dairies Inc. 29 Pa, Cmwlth 210, 214, 370 A,2d 765, 768 (1977), Rule 10 19(a) does not require aU facts, only "material facts," "Material filets" are "ultimate facts"-- those facts essential to support the claim. Baker v Ranllos. 229 Pa, Super, 333,349,324 A.2d 498.505 (1974), "A plaintiff must set forth only the operative facts on which [it] relies for [its] claim, and not the evidentiary facts upon which [its] claim rests." D' Antona v Hampton Grindinll Wheel Co Inc, 225 Pa, Super. 120,310 A.2d 307, 310 (1973) (emphasis added), It is not necessary, and in fact it is not even proper, for a party to plead facts that are evidentiary in nature and that merely tend to support the ultimate facts, BJiGJ:, 229 Pa. Super, at 349, 324 A.2d at 505; Philadelphia County Intermediate Unit No 26. 60 Pa, Cmwlth, at 552, 432 A.2d at 1126; Sunnybrook Dairies. 29 Pa, Cmwlth at 214, 370 A.2d at 765. Such evidentiary matters are better left to discovery, First. several of Cumberland's objections refer to allegedly vague allegations of "poor planning," "failure to prosecute," "delays," "poor workmanship," and other such terminology, (Briefp, 19. Objections a, b, d) Although the paragraphs cited by Cumberland, paragraphs 5, 6, and 9, do not spell out the nature of such claims, these paragraphs are merely introductory, The exact nature of the delays, poor planning. etc, are set forth in detail in the many pages of the Complaint that follow, Therefore, the Amended Complaint viewed in its entirety sufficiently details these claims, Most of Cumberland's complaints center on a lack of detail about the time, manner and place of certain facts alleged, Although averments of time and place are to be specifically stated, Rule 1019(1), the amount of specificity depends on the particular complaint and circumstances. and it is only necessary to give enough precision to allow the defendant to answer -12- the complaint, BWr, 324 A.2d at 509, It might be sufficient to stale that an event occurred "on or about" a certain date or month, without more, if the exact date is not a relevant factor, Smilh v Hafer, 62 D&C 534 (1948), Similarly. if the exact location of an event is not material. it need not be specifically stated, Cumberland provides more than enough detail about time and place in its various allegations, At times. exact dates are provided, such as paragraph 17 (quoted SlijlCll in footnote I). which sets forth the precise dales whell Warren was forced to pull off ofthe job and remobilize, Oftentimes, problems on the job were repeated and/or ongoing, and precise dates are impossible to state, At such times. Warren properly alleged that the events occurred "throughout the Project," or "during the fall of 1993," or such language, For example, Cumberland contends that paragraph 12 does not provide precise dales when Warren was forced to leave its work as a result of the incomplete masonry and remobilize at later dates. and does not state precisely which walls were involved, (Briefp, 19, Objections g. h) However, paragraph 12 clearly states that this occurred "[t]hroughout the Project," indicating that this was a general problem constantly faced at multiple locations and multiple times during construction, Most of Cumberland's objections are simply unreasonable, particularly the objections as to place. and in many instances identified by Cumberland, the places are actually provided by Warren. making Cumberland's objections factually inaccurate and misleading. For example, Cumberland complains that paragraph 18 does not give the location of the floor boxes and piping destroyed, (Briefp, 20, Objection 0) However. the paragraph clearly states these boxes were in the auditorium at the end of the seating rows, If Cumberland expects Warren to -13- identify the particular rows. this expectation is unreasonable, since additional detail will not aid Cumberland in answering the allegation, BliIill, 229 I'a, Super at 358, 324 A,2d at 509, Similarly. Cumberland complains that Warren does not give the location of the dimensional bust noted in paragraph 21. However. the paragraph does in fact state that the bust occurred at multiple locations in Sections A and B around the auditorium, Expecting greater specificity is unreasonable, especially since this fact concerned steel erection. and Warren would not have been privy to detailed information on this aspect of the job, Cumberland, on the other hand, would be more likely to be in possession of such information. Specificity is not required where information in the possession of Cumberland is equal to or superior to that of Warren, Local No 163 v Watkins, 417 Pa, 120.123.207 A.2d 776. 778 (1965); Philadelphia County Intermediate Unit No 26, 60 Pa, Cmwlth, at 552. 432 A.2d at 1126. Also, Cumberland complains that paragraph 14 fails to identitY which trenches Warren had to re-dig, backfill and compact, (Briefp, 20, Objection I) The paragraph clearly states that this occurred in Section C of the Project. Cumberland cannot possibly expect Warren to account for each and every inch of the thousands of feet of conduit installed on the Project and to document every hole and trench dug during the installation thereof. Again, additional detail would not assist Cumberland in answering the allegation. In addition to the numerous time and place objections. Cumberland's other objections require an unnecessarily high level of specificity and raise questions that are evidentiary in nature, For example. Cumberland complains that Warren does not identitY exactly which "men" were temporarily laid offin paragraph 17, (Briefp, 20. Objection n) There is no need for Cumberland to know this fact at the initial pleading stage, The identity of such men is an -14- ~ , ~ CERTIFICATE OF SERVICE I, Henry 0, Heiser, III, E~quire, Co-counsel for Plaintiff, do hereby certify that on this 18th day of June, 1997, I served a true and correct copy of the foregoing Plaintiff's Brief in Opposition to Defendant's Preliminary Objections to Amended Complaint upon the following person(s) in the manner indicated below: PLACED IN FIRST CLASS MAIL POSTAGE PREPAID Richard C. Snelbaker, Esquire Snelbaker, Brenneman & Spare 44 West Main Street Mcchanicsburg, PA 17055 ~ Esquire ~ n J 'J "1 AMERICAN INSTITUTE o F ARC HIT E C T SO" . , , H E . AlA Document A201 i General Conditions of the Contract for ConstRiction THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ArTORNEY IS ENCOURAGED WIT/( RESPECT TO ITS MODIFICATION 1987 EDITION TABLE OF ARTICLES 1. GENERAL PROVISIONS 8, TIME 2, OWNER 9, PAYMENTS AND COMPLETION I 3. CONTRACTOR 10. PROTECTION OF PERSONS AND PROPERTY I I 4, ADMINISTRATION OF THE CONTRACT I I. INSURANCE AND BONDS I I 5, SUBCONTRACTORS 12, UNCOVERING AND CORRECTION OF WORK ! 6, CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 13, MISCELLANEOUS PROVISIONS 14, TERMINATION OR SUSPENSION CONTRACT EXHIBIT I A 7. CHANGES IN THE WORK Thls document has been .pprovcd md encloned by the A5sod:Ilcd Gene.... Contr.actors or Amerla. Copyrlshl1911, 1915. 1918, 1925, 19}7, 1951, 1958, 1961, 196}, 1966, 1967, 1970, 1976, 11:)1987 by The Amcrleon Instlluttor AKhllccu, 17)5 New York Avenue, N. 'Ill.. Washlngcon, D.C., 20006. ReproducUon or the malcrbl hereln or substantial quoutlon oelts provlsJons wllhout wrlllen permission of lhe AlA vlolatcs the copyright laws of the United Slales ami will ~ subject CO legal pl'05eCUtlons. m:I CAUTION: You .hould u.e en orlglne. AlA document which h.. thl. ceutlon prtnted In red., IiIiI An ortglnele..ure. thet chenge. will not be ob.cured e. mey occur when document. erw rwproduced. AlA DOCOIIENT 4201 . CEN!RAL CONDITIONS 0' Till! CONTRACT FOR CONSTRUCTION. 'OUItTUNTH wmCN AlA. . 1019111 Till! AMERICAN INSTITUTE 0' ARCIllTECTS, 11}\ NEW YORK AV~UE. N.W.. W'ASftlNGTOH. 0 C. Z0006 WARNING: Unllco_ p/>otl>coP1tng_U8,oopvrfght_ ond I._to 1IgII__, A201-1187 1 t '0 ACClplIIlOIoINoI_.tonnIngWIIlk",.,.," 9,6,6,9,9,~, 11.3 o\C<CJlWlCColWor1l .",.,.',,' 9,6,6, 9,8,j, 9,9,~, 9,10,1. 9.IO,~ A_toWIIlk................."......., 3.11,6,j.l, \2,1 AccIdent pr<VCIltlon , . , , , , ' .. , . , , . , , , ' , ' , , , , , , ' , ,. 4,j,~, 10 Acuand Omissions ". ~,j,l, ~,j,j, ~,~,j, ~,\2,8, ~,18, 4,j,~, 4,~,j, 0,9, 8.~,I, 10,1.4, 10,j,S, 1~,4.l, \},7. 14.1 Addenda",...""....,.,.".,",..".".,'" I.I.I.~,II AddltJorul Colt, CI2InU lor ,',",',' 4J,6,4,~,7,O,9,6,I.I,IO,~ AddlllorullnspcctlonsandTe'lIng,..,.,. 4,j.6,9,8,j, Ij,j,l, \},S Addltlorul Time, ClaimS lor, .', , . , : . , . . ., 4,~,6. 0,8, 4.~,9. 8,~.j ADMIHISTRATIOHOFTHECONTRACT .""" H~,4,9,4.9,S Advcnuemcnlor InvtutJon co Bid ......... ,",........... 1.1.1 A_Eflect.".".",."".,',.,"""",. 4,j,\},4,S,1 ~.......................................,U AU.riskIRSurancc...........................,..... It,,,I.1 AppIlcItIonIIorPoymenl " 4.2,S, 7,~.7, 9.j. U. 9.4, 9,S,I, 9,6.~, 9,8,~. 9,10.1. 9.IO,~, 9,10,4. II.I.~, 14,j,4 Approv>ls ' '" j,4, ~,~,~. ~,S, ~.I0,l,}.lj,4Ihrough },lj,8, ~,18,~, 4,j,7. 9.H. 11.~,1.4, U,4.2, \},S AJbItrIllon .. .. .. , .. .. .. .. , .. . " 4,1.4, 4,~,j. 0,4, 4.4,4, 4,1. 8,~,I, 1O,I,j.IU,9,11.~,10 MhItIcI ........ ..' .. , . .. .. ' . , , ' , .. ' , , . .., ....' ,.. 4,1 Archllect,OCnnlllonor. ...................,........., ".1.1 Archllect,EXlenlorAuthority"""" j,4,},ll,6,4.2.0,j,4,~,6, 4.4. S,j, 6,~, 7.I,j, 7,j,I, 7,~,6. 7.4, 9,j. 9,~,I. 9.4. 9,S, 9,6,}, 9,8,j, 9,8,}. 9,10,1. 9,IO,}, Ij,l, Ij,j.I, 1~,s.I, \},S,j, 14,j,j. 14,j,4 Archllcct, Umltatlonsof Authority and Responslblll1y. 3.3.3. '.12.8, },lj,lI. 4,l.j. 4,j.I, 4,j,l, 4,j,}, 4,j,6, 4,z.7, 4,j,10, 4,j,Ij, 4.2,\}, O,j. S,j,l, 7.4, 9.4,l, 9,6.4, 9,6,6 Archllccfs AddJllohal SCrvlcesand Expcrucs .......,.. 2.4,9.8,2. II.~,I.I, Il,j,l, 1l.l.4, 1~,S,l, I~,s.l, 14.2.4 Ardtftoc:1"AdmlnlltmJon01 lheConIrKl, ",',"" 4.2.4.~,6, O,7,4.4,9,4.9,S Archllect" Approvals l,4. ~,S,I.},IO,l. ~,ll,6. ~,lj,8, ~,18,}, 4.j,7 ArchllCCI'sAuthorlty to RclectWork .... 3.S.I.4.2.6,12.1.2,12.2.1 Archltect',Copyrighl ",..............,',.......... .., I.} Archllect',DedsIons, , """.. 4.j,6,4,l,7,4.2,1l.4,j,lj,4,j,\}, O,j. 0,6, 4,4,1. 4,4,4, U. 6,~, B,6, 7,},8, 8,1.~. 8,~,I, 9,j. 9,4, 9,S,I, 9,8,j, 9,9.1.10,1.2, U,S,l, 14,j,j. 14,j.4 Arehltect',lnspcctlons , ' , , , ' . , , " 4,j,j, 4,l,9, 4,},6, 9,4,j, 9,8,j, 9,9,j. 9,10,1. Il-S Arehltect',lnsll\lctlons" 4.l,6.4.2,7,U,8,4,},7,7.4,I,lj,I.I}J,j Archltcct'slntcrprctallons..,........,..... ".2.1I,4.2.12,4J.7 A,chltect',On.SlleObselV2l1ons .'",," 4,j,l,4,l.S,O,6,9,4.2, 9,S,I, 9,10,1, Il,S Architect's Pro~cI Representative......... ., ".2.10 Archllect'sRd~tlonshlpwlthCOnlraclor....... 1.1.2,3.2.1.3,2.2, ~,H, ~,S,I, ~,7,},},II,}.Ij,8,},I2,II.lI6,},18, 4,j,}. 4,2,4, 4.2,6, 4,j,lj, S,l, 6,2,l, 7,}.4, 9,8,j, 11.},7, Ij,l, n,s Architect's Relallonshlp with Subcontractors. .. 1.1.2. -4.2.3, 4.2.4, 4.2.6, 9,6,~, 9,6,4, II,P 94l,9's1.9 10 I 4.2,j. 4.2,S, 4,2,9, 0,6, 94,2, 9 ~,I, 9 Rl, 9,9.2, 910,1. I~~ "'bestos ......... 10.1 Attorneys' Fees . . .. . . . llB.1, 9. tol, ttU.i Aw~rdo(ScparateContrac15......... ......... 6.1.1 Awont 01 Subcon\rlCll .nd OthIr ContrKIIlor POIIlonIoIthlWorlc " Bille OIIInllloOl , ' , ' , Bidding Requirements. . . . . BoIIer.nd MochInery lneullnc. ' Bonds, Lien Donds. Per(orm1llcc and PlIyme:nt . . Architect'S Reprcscnt:l1lons . . . ArchltCCl'S Site: VI5I15 . . 1,2 1.1 "I.I.I.I.I.7,U,I,Il,4,1 11.302 9,1O.l 7,},6,4, 9,10.J, 11.},9, 11.4 ..- INDEX BulldlnB Permit ......"..,....,..,.........,....... }.7,1 CIpIIaIlzIllon, , .. .. , , .. , .. .. .. . .. .. .. ." .. .. .. .. .." 1.4 CenJllcale of Subtlalltlsl Completion . , . , . , , . , , , . , . , . . , ,. 9,8,j CIf1IIICItM lor Poymenl , .",., 4.j,S.4.2,9.9,~,}.t.4,9,S.9,6,I, 9.6,6.9,7,1. 9,8,}. 9,10.1, 9,IO,~. 1},7. 14,I.I,~, 14,j,4 CcnlftcaleJorlnspecllon. Testing 0' Appronl ,. .., ~,12,II, IM,4 Cenlftc'leJorlnsu,,"ce ,...."..",...... H.j, 9,IO,j, II.I,~ Chonge Ontell , , , ", 1.\.1, j,4.1. 3.8,j.4. ~,II. 4,j,8, O,~. S,j,}. 7.1.7,2. 7,},j. 8,},I, ~,~,I.I. 9,IO,~. 11.~,l.j, 1I,}.4. 1I,~,9. Ij,l,j ChanSCOrders,ecRnlllonol"",.."",,"""""'" 7,j,I ChangN........."""..,........,.."....,..,..,' 7.1 CHANGElIINTHEWORK ,." ~,Il,4,j,8,7.8,~.I,9,~,I.I.IO,I.~ CWm,llef.nlUonol.."",..,..........""'"'''''' 4.3.1 ClllmllndDllpu1eI"."",.","" U.4.4,4,S.6,j,S,8.~,j. 9,~. I,j. 9,H, 9,10,4. 10. \.4 Clllmllnd TImely AoMrllon 01 Clllma """"",',.,' U.. Clllma lorAddl\lonll CoIl , """, 0,6,4,3,7, O,9,6,1.1,IO,~ ClllmllorAddltlonllTlmo, " ' " ," ' " 4.},6,4,U,4,},9.8,3,j clllmalorCor....ledorUnknownCondIIlonl""""", 4.3,1 Claim, 10' Damages, ' ,~,18, 0,9. 6,1.1, 6,j,S, 8,~,j, 9,S,I.2, IO,\.4 Cla1ms Sublecllo Arbitration. . . . . . . . . . . . . . . .. 4.3.2,4.4.4, 4.S.1 CII.nlngUp "..",..""..........,......".., 3.11,6,~ Commoneomont at SlIlUtory Umlllllon P.rIod , , ' , , , ' , .' 13.7 Commence:mentoflhe Work,COndltlons Relat1nglo ....... 2.1.2, j,2,I,},j,l. ~,j,j, P,I. ~,IO.1. ~,\2,6. 4.},7. S,j,l. 6,j,j, 8.1,2. 8,j,j, 9,l, II.I.~, 1I,}.6, 11,4,1 Commencement of the Work. Definition of ............... 8.1.2 Communlc~tlons FactllUtlng COntract Admlnlslrallon """""".",',""" ~,9,1.4,j,4,S.j,1 Completion. COnditions Relatlnglo .... ... '.11, '.IS, 4.2.2. 4.2.9, O,j, 9.4,2, 9,8. 9,9,1, 9.10, 1l,~,S, Ij,j,j, n.7,1 COMPLETION,PAYMENTSAND,..,..,................., t Complellon,Sub.laIlllal".""" 4.2.9,4.~,S.j,8,I.I,8,\.~.8,j,~, 9,8.9,9,1. Ij,j,j. ",7 Compliance ...lth La...., " ," I.~. ~,6, p,},I~,4,I,I,IO,j,j.1 \.1, I I.}, 1l,1. n,~,I. n,S,j, n,6, 14,1.1. 14,j,l.~ Concealed or Unknown COnditions ..................... 4.l6 CondjtionsortheCOnlracl .............,.... 1.1.1,1.1.7,6.1.1 Consent, Wrllten ..............,... 103.1.'.12.8.',14.2,4,1.2, 4.},4. 4,S,S, 9,},j, 9,8,j. 9,9.1. 9,IO,j, 9,IM,IO,I,j. IO,I.~, II.~,I, 1I,~,1.4, II.~,II. n.j. 13,4.2 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS, , .., ' , .., .., , ' ,.. .. .., ' ...... 1.1.4.' construction Ch1llge Directive, Definition of. . . . . . . . . . . . ., 7.3.1 ConIINctlonClllngoOlroctlvel ' .., 1.1.1, 4,j,8, 7,1. 7.3. 9.},1.1 construcUonSchedules.Contrxtor's ............... 3.10,6.1.3 ConUogenl AlIlgnmonl 01 Subcon\rlC1l ."....,........ 1,4 ConUnulogCon\rlClPIfl- """"",.",,',.. 4.3.4 COOlncl.Ocnnlllonof........ ...........1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE ",","',',""" 4,}.7, S,4,1.I. 14 ConlnClAdmln15tratlon ..................... l303.4,9.4.9.S Contract Aw~rd1lld Execution. Conditions Relallng to .. .... 3.7.1. },IO, U. 9,j, 11.\.}.II,~,6,II,4,1 CantrlCtDocumentl, TM .................... 1.1,1.2.7 ContnCI Documen15, Copies Furnished and Use of. .. '.!, 2.2.5. 5.3 ContractOocumenu,Ocfinltlonof .....................1.1.1 Comnct Per(orm1llce OurinsArbllraUon. ........... 4J.4,-t.S.3 Con\tIClSUm, ,.. M, 0,6. 0.7, 4,4,4, S,j,~. 61.~, 7,j, 7.}, t,1, 9,7, II.~,I, \2,j,4, \2.~. 14,j,4 . eontrw:tSum,DcnnltlOnor.............. .... .... ... ...1.1 Conlract Time . .. 4J.6, 4.).8, 4.-t.4, 7.2,"3, 7.3. 8,l,I, 8,!,I, 9,7,12,1,1 COnlractTlme,Detlnltlonof.....................,.... 1.1.1 2 A201-1987 AlA OOCUUEHT A201 . GENERAL CONDITIONS OF TilE CONTRACT FOR CONSTRucnOH . rouaT!!NT1:i mmON AlA- . of) 19ft1 TilE AMERICAN INSTITUTE OF ARClIITF.CTS. 171'5 NEW YORK AYf.NU!, N.W., WASHINGTON, D.C. JOOO6 WARNIHO:U__opyIng_U.8.c:opyrlQhll_ondltoulJloCllologll~. I I , ... - '0 n 1 "i I ( .1 J ( ,j I : Il I '1 ] i 'I I CONTRACTOR...,..... ,:........ ,.,.......,..,....,,3 ConltlCtor,DttInItlonol ..........",...."....... 3.1,6,1.2 COnlnclor"81d..........,........,........",..,.. 1.1,1 Con1nolor'. ConelIuctIon IchedutM , , , . , , . . , , , " 3,10,6,1.' Conlnclor'.Employ... " "',' "',2, ',4.2, ',8,1, ',9, ',18, U", 4.2,6,8.1.2,10,2,10", 11.1,1, IU,I.I Con1nolor'.UIbIIl1yI..........""".".""."..,.,. 11.1 Contractor'. RcblJonshlp wllh Stpar.uc Contractors JRdOWll(,"forco ,'.,., 2.2.6, ',12,5. ',1.,2, U,., 6, 12,2,5 ConltlCtor'. Rtb.loruhlp with Subconlnc1ors , , , , , ,. 1.2,., '-',2, ,.18,1,',18,2,5,2.5.3,5,4.9,6,2,11,',7,11.',8.14,2,1.2 ConltlCtor'. Rtb'loruhlp wllh Ihe ArchltCCl , , " 1.1.2, ',2,1,3-2,2, H', "5,1, ',7.', ',II, ',Jl.8 '''6, ',18, 4,2,', 4,2,4, 4,2,6, 4.2,12,5,2,6,1.1,7,'-4,9,8,2, ILl.?, 12.1. 1'-5 Con,nclO'" Represenl2t1oll.l" 1,2,1,',5,1, ',12,7,6,2,2, 8,2,1, 9,',' Contractor's Raporu!blJllY (or Those: Pe,lormlnSll1e Work, , , , , , .. .. , , , , , " ',',2, ',18, 4.2,', 10 COnlractor'.RevkworCOncr.accDocumems...... 1.2.2,'.2.3.7.' Contnctor's RJgtll to Stop lhe Work ,.................,... 9.7 Conuxlor'. RlgtlllD Terminate the ContraCl ......... . . . .. 101.1 ConlraClor', Submll.ab ", , ,.. ',10, ',11, ',12. 4.2,7,5,2,1,5,2,', 7",6,9,2,9".1,9,8,2,9,9.1,9,10,2, 9,10,',10,1.2,11.4,2,11,0 ConlDc1or'aSuptrintcndcnr ....,..... ...... . . .... 3.9,10.2.6 Conltaclo,'sSupcrvl1lon and ConstructJon Pl'{)ttdurcs. 1.2.04, "" ',4, U", 82.2, 8,2.', 10 Con"""u~LUbIU,ylll.lUrance........",...." 11.1.1,7,11.2,1 COOrdJn~lon JRd Co"ebUon '."".", , , , " 1.2.2, 1.2,4, '-',I, ',10. ',12,7. 6,1.', 6,2,1 Coplel fumbhe<lof Drswlngs JRd Spcclfic:uloll.l , ,. I." 2,B, ',11 Correction of Work """"'"."""", 2,',2.4,4,2,1,9,8,2, 9,9,1,12,1.2,12,2,1',7.1.' COSt,Dennlllonol,.."""",.,.."""""" 7,',6,10,5 Casu",. 1.4.l,I,I,',H,',8,2, ',15,2, 0.6, 4,',7, 4,',8,1. 5,1,', 6,1.\, 6.l." 6,', 7,','-', 7,3.6, 7,',7, 9,7, 9,8,2, 9,10,2, 1"',1.2, lJ,l.I.',IJ,'-4, 11.'.9,11,1,11,2,1, 12.2,4.12.2,5,1'-5,14 CutUng.ncIPl1chIng......................,.... 3.14,6,2,6 Damase to Construction or Owner or Sepmre Conlnctors 3..".2, 6,1,4,9,5,1.5,10,2,1.1,10,2,5,10",11.1,11.,,12,2,5 Danl2gttolheWo'k"", ',1.,2,9,9,1,10,2,1.2,10,2,5,10,',11., ll:utI2a<s,a~nufo'., ',18,4,',9,6,1.\,6,2,5,8",1,9,5.1.2,10,1.4 D:un'BCSforDeby".."""......"" 6,1.1,8,',',9,5,1.6,9,7 DatcolCommenccmcnl orthc Work, Dennltlon or. . . . . . . .. 8.1.2 D:ucofSubSlanUaICompkrlon.lkfinitlonof............, 8.1.' D:ly,Den"IUOnof......, '..,.., ......,......,.. 8,1.4 DecIsIol1.lollhe Archif<<' , 42,6,41,7.4.2,11,4,2,11,4,2,1', 4,'2, H6, HI, 4,4.4, 4,5,6.',7,3.6, 7,l.8, 8,1.', 8,',1, 9,1, 9,4,9,5,1,9.8,2,9,9,1, 1O,I.l, /l,5,2. 14.2.2, 14,2,4 OoctIIoneIOWlthholdCertfflcatlon ..., " .., 8.5,9,7,14,1.\' Deftttlve Of Nonconforming Work. Ac(epl:ilnce. Rejc:cllon MId Corrttllon of . . . . . . 2.'.2.... .\.'.1. 4.l.l. 426,05,9,5,1,9.82,9,9,1, lOB, II, Ij.7,1' o.:f<<tlve Work. DennlUon of . j. ~. I o.nnifloll.l, .. ' 1,1,2,1.1, ',1, J,5 1..\11,1. J,I2,l, j,ll,', 4,1 I, HI, 5,1, 6,I.l, 7,1,1, 7,',1. 7,3.6, 8,1, 9,1, 9HI Dt'tYllnclExllllllonaOITlmt.., ..",O,I,O,8,I,O,H2, 6.1.1,61',7,2,1,7,',1,7,3-4, 7,J.S, 7J.H, 7l9, HI.I,I,3, 10.' I, 14,1.1.4 DUpu'e..... 4 1,4,4j,H,H,6lS,6.J,7'H,9' 12 DOCllmenlS:ilndSampleS:ilt fheSlle . '.11 Drawings, DcnniU(ln of . 1.1 . ~ Orawlnp:ilnd 5pcrlncalions. U~ :ilnd Ownership of. 1.1 I. 1..1. 2,lS,',11.5J Duty 10 Review Conlracl [)o(umcOls and Field Condlllnn~ '.l. EffecUve Dale orrnsurance . . . . . .. a..Ll. II.I..! 1 J ,j ,J I , J '1 !mergeocr.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. ..'.7,10.3 Employea,ContIXlor'., "'"'''' ',',2.M,2,',8,1.'.9".18,1. ',18,2.4.2",4,2,6,8,1.2,10,2.10,'.11.1.1.14,2,1,1 Equlpmenl, uoor, Marertaband "", . , , " 1.1.',1.1.6, M, ',',1. l.8.2, '.12",',12,7, ',12,11, ',1', '.15,1. 4.2,7. 6,2.I,7,',6,9,',2,9,J.l, 11.'. 12,2,4. I. e.ecullon and Proa.... olthe Worlc , .. .. ., 1.1." 1.2,', ',2, M. I, J.S,I, 4,2,2, 4.2,', 4,"', .,',8, 6,2,2, 7,1.', 7,',9.8,2.8",9,5,9,9,1,10.2,14.2,10 Elocution, ComlotIon _ Inttlll 01 'he Contract Documents. . . . . , . . . . .. .. . " . . . .. . ... 1.2. '.7.1 Ellell.lloll.lolTime "',"',',", .,',1,4".8,7,2,1.'.8,',10,',1 fajlureofPaymencby Conlr:llctor .............. 9.5.1..\.1<4.2.1.2 Fallureo(Paymenl by Owner ....,........... <4.'.7.9.7.14.1.' faully Work (See Dc(ccUve or Nonconforming Work) FlntlComplttlononclFlntlPlylllent ",',", 4,2,1,.,2,9,4,',2, 4 l.S. 8.10, 11.1.2,11.1.',11,'-5,12,',1.1,,7 ftnanclaJArrangements.Owner......................... 2.2.1 Fire and Exlendcd Cover:llgc: losurance .........,......... 11..\ OENERALPR0Vl8ION8.'..,......'..........,...... I OOvtmlnglAw ...... ..'....................... 13,1 Guat2Illecs (See Warr.llny and Warranties) lluardoIlJMarertab..,."....,................. 10,1.10,2,. IdenUficalion OfCOOlr:llCI Documents... . . . . ... .. . ...... 1.2.1 IdenllficaUon ofSubconfr:llctorund SuppUen. . .. .. . .. .... 5.2.1 Indemnlllc.ttlon, , , ',17.3.11,9,10,2,10,1.4.11.,.1.2,11.,,7 InlormtUontnde.mc.Rtq'"l'1dolthtOWntr,.,., 2,1.2,2.2, 4,'-4,6,1.,,6,1..,6,2,6,9.',2,9,6,1.9,6,..9,8.',9,9,2. 9,10,', 10,1.4, 11.2, 11.', /l,5.1. 1'.5,2 Injury or Ot",.lo PII'IOn 01 Pl1lptrty _ , , . , , , , , , . , . . " 4.3.8 IIl.IJlCcUon., , , , - , , , .. , , , , "" ,.,." ','-4,',7,1,4,2,2, 4.2,6,4,2,9,4,3.6,9,4.2,9,8,2,9,9,2,9,10,1, 1M Ins(rucUoJUcoBld~n............. .... ....,. ........ 1.1.1 Inslruc1loJUlo Ihe ConlnClor. . ,. .\.8, I, ".2.8. 5.2.1. 7.12.1,13.5.2 Ill.Iurancc, "'," .,'-9,6,1.1,7,',6,4,9.',2,9,8,2,9,9,1.9.10,2, II 1......_, BoIltrand Ibchlnory """'"""""". 11.3.2 I.........., Controctor'. UtbUIty , , , , , , . , , , , , . , , . , , , , ,. 11.1 Insurance.ElTcalveOaleo( .....................8.2.2.11.1.2 Ineu......, L_oIUH""" " ."....,....,.. II.',' 1......_, OwntI'tLlablllIy, , , . , , , , .. , .. .., ,.. 11.2 1"""_. Pl1lptrty, , , , , , , , , , , , , , , , , , , .. .. , ... 10,2,5,11.3 Insurance. Stored MillertaJs .. . . . . . . . . . " 9..\.2. 11..\.1.<4 INSURANCEANDBOND8, ................... II InsUDnl"e Companies. Constm 10 P2nJaI Occupancy. .9,9.1, 11.'.11 IruufanceCumpanles. Selllemenl wllh. . . . . . .. . , . .. . '" 11..\.10 Inlem oflhe COOlnet OOCUmenl5 . . . . . . . . . . .. 1.2..\. .\.12.... 4.2,6,4.2.7, .,2,12, 4,2,/l, 7,4 Inl.rnl, '''..,..,......,....,13.1 Inl.rp..taUon, I.H, 1.4, U. 4,1.1, 4,',1, 5.1, 6,1.2,8,1.. Inlerprelation~. Wrillen ".2.11, ".2.12. "".7 Juinderand Con,oliwllIm of (;!alms Rcquircd .. ........ ".5.6 JudgmtnlonFlnalAwl"', ",." 4,5,1,4,5,4,1,4.1,7 Ltborancl Milt"''', Equlpmen, , 11.', 1.1.6, 3,4.l.5. I. ',8,2. '.122, ,\.Il.l, ',11,7. ',12.11, ',Il, ',)5,1, 427,6,11,7" 6, 9l.2, 9,'-',12,2,4,14 ubnrOtspufn ......... 8..\.1 uws:ilnl1 ReK\1lalluns I .\..\.6. .\.7, .\.1'. ".1.1. ...~.5. <4.'.7. 991. III 2 2, Ill, II " Ij,l, 1'-4, /l,5,I, 1l.5,2. 1J,6 Llc", 2 I 2.01,0,5,1,8,2,1,9,'-'.9,10,2 Limitation on ContolldlUon or Joinder , , , , , , , , , , , " 4.... I.lmU;U1uns, SlalUlesuf ...S....l.I2.2.6. ".7 " limllallunsllf....ulhurily ....... '.}.I....1.2...,Z.I. -to! .1. ~ .! '. 'U. 10. ~..!.2. 5.2.... 7.<4. 11..\.10 AlA DOCUMlH1' A20t . GENERAL CONDITIONS OF THE CONTRACT fOR CONSTRI.'CTION . fOlJRTEfNTIf EDITION AlAe. ClI91111 TilE AM!RICAN INSTlTUnOF ARCIlITF.Cn. I '.n Nf.W YORK ^\If.NI~E, N W. !,&'''SIf'NGTON. n c ~1"'1(1 A20t-11187 3 ., ./ ., "1 j 1 UmJladDnlalUabWly , .. ,. l,3. 3,l,l. '-5,1, 3,7,3, 3,ll,8. 3,JZ.II, 3,17.3,18. 4.l,6. .,l,7. 4.l,JZ, 6,U, 9..,l, 9,6,.. 9,10,.. 10,1,., IO,l,5, 11.J.l. lI,l,l. 11.3,7, 13.4,l. 1'-5,l UrnllallansalTIm., GcnmJ "'"'''''' l,l,l.l,l,.. 3,l,I, 3,7,'. 3,8,l. 3,10, ',JZ,5. 3,15,1. 4.l,1, .,l.7, 4.l,II, .,3.l, H,3. H,...,3.6, H.9, .,5..,l. 5,l,I, 5.l,3. 6,l,.. 7,3.4, 7,.. 8,l, 9,5. 9.6,l. 9,8, 9,9. 9,10. 11,1.3, 11.3,1, II.H. 11.'-5, 11.3.6. IU,I, 12,U, 13.5, 13.7 UrnllallonsaITlmc,Spectllc,."..,., 2,1.2.l,l,I.2,.,3,IO,',II, 3,15,1. .,l.l. .,l,II, .". H. U, 5,'. 5,.. 7,3.5, 7,3,9. 8,l. 9,l. 9,',1. 9''''.9..,1.9.6,1.9,7.9,8,2. 9,IO,l. 11.1.3, 11.',6. 11.3,10, 11.',11, Il,U,IU,.. IU,6, 13,7, I. LouolU..IIlIU......""".""..,..",...""." 11.3.3 MaterlaJSuppU.n , , .. , , """ " 1.',1, ',JZ,I. .,2A, 4.l,6, 5,2,1, 9,'.1,9,',1.2. 9,','. 9,.,2. 9.6,5. 9,IOA M,'.rlals,Hazardous ......,.."..,.."".."", 10,1,10.2,. M.,.rtab, Labor. Equlpm.mand ,.", 1.1.'.1.1.6.3.4.3.5,1. '.8,2. ',IU. 3,12,', 3,12.7, 3,12,11, 3,13. 3.15,1. 4.l,7. 6,2,1. 7,3.6. 9,3,2, 9,3,3. JZ,2A, .. Means, Methods, Technlqucs, Sequences and Procedure. 01 ConslluCllan , , , , , , , , ,. 3,3,1, 4.l,3. 4.l,7, 9,4.l MInotChlIngoolnIheWOl1c.., , .. , , " 1.1.1, .,2.8. .,3,7. 7,1, 7.4 MlSCEU..ANEOUaPROVlSIONa".."""..,..."..,.., 13 Modll1c:allans. Dcllnlllonal .."..",....",.. '"'''''' 1.1.1 Modlnallons 10 th. Conlr.1C1 "'"'''''' 1.1.1. 1.1.2,',7,3, ',II, .,J.l. .,2,1, 5,2,3. 7. 8,3,1. 9,7 MIIlI*~Illy...............,.."""""..., 8.2 NOI-.nIngWol1c,AcoopIlInceol """""""" '. 12.3 Nonc:onformlngWOrk,ReJeclionandCorrttllonor...,.... 2.3.1, ..3,5.9,5,2,9,8.2. 12. 13,7,1.' NOlie., , , , , , . . , , , " 2.', 2A, H,I. 3,2.2, ',7,3. '.7A. 3,9, 3,12,8, 3,12.9,3,17, .", H,4, U, 5,2,1, 5,3, 5A,I.I, 8,2,2, 9A,I, 9,5,1,9,6,1.9,7,9,10..10,1.2, 10,2,6. 11.1.', 11.3, 12,2,2, 12,H. 13,3, 1'-5,1, 13,5,2. I. Notlce. WrtlIen ..,""".",., 2,3. 2A. 3.9. 3,12,8, ',12,9, 4,'. .,4,., .,5, 5,2,1, 5,3,5,4,1.1.8,2,2.9,..1.9,5,1,9,7.9,10. 10.J.l. 10,2,6, 11.1.',11.',12,2,2, 12,2...13.3,13.5,2. 14 NallcealTestlnsand Inspections", , ,.,,'., , , '" 13,5.1,13,5,2 NoUce to Proceed. . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . .. 8.2.2 NallcM,ponnIta,F_"nd '.,'.. 2,2,',3,7,3.13.7,',6A,IO,2,2 Observauons,ArchJrm'sOn.Sltc ..........,...... 4.2.2,4.2.5. H,6, 9A,2, 9,5.1. 9,10,1.13,5 Observations, Conll2CIOC'S . , . . . . . . . . . . . . . . . . . . . " 1.2.2,3.2.2 Occupancy, , .. , , .. , , .. , , .. , , , , , , '.. 9,6.6,9,8. I. 9,9, 11.',11 On.Slle InsPCClIons by Ihe ArchUect ... 4.2.2,4.2.9.4.3.6, 9,U, 9,8,2, 9,9,2, 9,10,1 On.Slrc ObscrvaUons by Ihc Archllccl ........ 4.2.2,4.2.5.4.3.6, 94.l, 9,5,1. 9,10,1. 13.5 2,',3,9,4,3.7,7,8,2,2. 11.',9, 12.t, 12,2,13,5,2,1.,',1 OWNER"..,.. ..,..,'..,.."".,........,.... 2 O...ner, DelInlUon 01 .. , .. .. .. .., 2.1 llwNr, InlOlII1IUon Ind a........ Roqulrwd allhe, , , , . , '. 2,1.2. 2.2,4,3.4,6.9,10.1.4, I J.l, II,', 13.5,1, 14,1.1.5, 14,1.3 Ownec',Aurhorlly.. . .J.R.I.4,1..\.4..!.9..L!.I,';.2A,';....I, 7,3,1.82,2,9,3.1,9,32,11.4,1,122,4.13,5,2,14.1,10,1 Owner's FlnancW Cap.ablUty ... 2.2.1.1.1.1.1.'; Ownor'IUobflltylnou..nco 11,2 Owner's Loss uf Use Insur:ance. II.'.' Owner's Rel.aUonshJp with Subcontr:lCtors . . . . . . . . . . .. . .. 1.1.2. 5,2,1.5.4,1,9,6,4 2,4,12,2,4,IU,2.2 e,3 Orden, Written Owner's RJghl to Carry OUllhe Work. Owno~1 RighI 10 CIo.n Up "l Ow""," Rlghllo P.rfonn ConolnlcUon _ 10 "J AWlI'd a....... Con1nIc1o .. .. .. .. .. .. .. .. .. .. .. .., 8.1 aw--IRlghlloaIopIheWOl1c",..".",.",.." 2.3,0,7 Owner"RJghuoSuspencSlhcWork ...,..,....,......... 1".3 Owner', Right to Terminate the Conu'2Ct .. . . . , . . . . , . . . . .. 1".2 Ow_1p _ U.. 01 Archltoc1'l DnIwtngo, Spoc/ftcollono .ndOlho'Doeumonta"""".""". 1.1.1,1.3,2,2,5.5,3 Por1IoIOccuponcyorU.. ,.,.""."",.., 9.6,6...., 11,3,11 POIchI"ll.CUIU"ll_"....."....".........., 3.14,6,2,6 POlenta. Roylhlound , , .., , , , .... , '" "" "" .. , .., 3.17 Plymon~ Appllcollono lor , , , , . , , , , , , , . , " 4,2,5. 9,l.I.3, 9.., 9,5,1.9,8,3.9,10,1,9.10,3,9,10.4.14,2,. P.ymen~ Cor1J1lcoIMla" '.., , , ,." 4.1.5.4,2,9,9,,,,,..4,9,5, 9,6,1,9,6,6.9,7,1.9,8,3.9,10.1.9,10,3.13,7, 14,1.1.3, 14.2,4 Poymenl,Flllu..OI""""""""",.,.",. 0,7.9,5,1.', ..7,9,10.2.14,\,1.3.1..2.1.2 P.ym.nt, Final, , , , ,.,., '" 4,2,1,4,2,9,0,2.4,3.5,9,10. Il.l.l. 11,1.3,11.'-5,12,3,1 Poym.nl Bond, p.r1alTl1lnCl Bond _ ..,., .. . . , , , " 7,3,6.4. 9,10,3, 11.',9.11.4 P.ym.n.... ProS.... ....,""'"",..,........ .,304,9,',9.6, 9,8,3,9,10,3. 13,6, 1.,2.3 PAYMENTaANOCOMPLETlON ..,',."."."".,..., ',14 (. P.aymenuloSubconlr:aClors.................... 5....2.9.5.1.3. 9,6,2.9,6,3.9,6,.,11",8. 14,2,1,2 PCB,...."..,..""",..,..,........"..",...... 10.1 Performance Bond and P.aymenl Bond. . . . . . . . . . . . . . . " 7.3.6.... 9,10.'. 11.3.9, 11,4 Pormlta. F_.nd NallcM . , . . , ., 2.l,3. 3,7,',13,7,3,6,4, 10,2,2 PERSONaANDPROPERTY,PROTECTIONOF '."..,..", 10 Palychlartn"ed Blph.nyl "" , .. , ..... , .. .. . , .. .. ..,.. 10.1 Prod"cW'la, Dcnnllla. 01, , , , .. , , .., , """ , .., ..... ',12,2 ProduC1DI._Somp/M, ahopD..wlngo.", ',11.3.12,4,2.7 Progr.UndComp/oUOn,.".".,..".".., .,2,2,..3,.,..2 Prog.... PlylI1Inta ',......,....,.............. 0..,9,3. "e, 9,8,3. 9,1Q.3. 13,6. 14.2,3 ProJoe1. Dcnnlllanalth........."................... 1.1,4 P/'OfoC1ManuIl, Dcllnlllonallh. ',."."".."".,.". 1.1.7 ProJcet Manuals .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 2.2,~ ProjcClRep<=nlallves ,...."..,.................., .,2,10 Pl'OpIr1ylnou...... ..."....,.....,....,...... 10,2.5.11.3 PROTECTION OF PERSONa AND PROPERTY. , . , , , , , , , . " 10 Resulatlans and La.... .. , , , .. .. '" 1.3,3.6.3,7,3,13, .,1,1. 4,5.5, .,5,7, 10,2,2, 11.1, 11.3, 13,1, tM, 1'-5,1, 1'-5,2, 1',6. I. R.jecllanalWork """"""",.""",., 3,5,1...2,6,12,2 Rele.a.scsOfW.alvers.andLielU.... ............. ... ..... 9.10.2 Represenl.atlons......................... 1.2.2,l.5.1.3.12.7, 6,2,2,8,2,1,9,3,3.9,4.2,9,5,1,9,8,2.9,10,1 ReprCSCnl.atlveJ. . . . . . . . . . . . . . . . . . . . . . . . . . " 2.1.1,3,1.1. l.9. 4,1.1, .,2,1, .,2,10. 5,1.1, 5,1.2,1',2,1 RlIOlulIonaIClolmo.ndDloputoo"".""..""", 4.4.." ResponsibililY for Those Performlnglhe Work. . . . . . . . . . " '.'.2. 4,2,3.6,1.'.6,l,10 R<taln's."."""""" 9,3,1.9,6,2.9,8,3,9,9,1,9,10,2,9,10" Rm.. 01 COn....l Doeumonta Ind FIolcI COndlllonoby Conlrac:lor ',.",.,.", U,l,3.2.3,7,3,',12.7 Review of COnlr:aclor's SubmlnaJs by Owner and Archlrect ............. .UO.I,3.IO.l.,J.II.,.I2. .,2,7.0,9,5,2.1, 5,2,3, 9,l. 9,8,2 Review of Shup Or.awlngs, ProdUCI [).at.. ancJSm1plesbyCOnlr2Ctor......................,. 3.U.~ RlghlUndRlmldloo"""",.." 1.1.2. 2,3,2.., 3,5,1. 3,I5.l. , 4,2,6,0,6.4,5.53,6,1,6,3.7,3,1.8,3,1,9.5,1, 9,7, IO,l,5. 10,'. 12,2,2, 12,2,4,1'.4, 14 RaYIllI,und P..n" , , . , , , , , , , , , .. .. , ....., 3.17 4 A201-1997 AlA DOCtIMEHT A201 . GENERAL CONDITIONS OF TlfE CONTRACT fOR CONSTRUCTION. FOURTUNTH mmON A'A. . It) 19M1 Tfff! AMERICAN INSTITUTE OF ARCHITECTs, t '.n NEW YORK AVENUE, N "'. WASHINGTON, O.C.lfXXJ6 J OJ '1 ! 1 ;1 u Rul...ndNOlloMforAlllltr...., ."."".""",.",. 4.1.2 l81e1yol"-endl'ropotty ,......".....",..,.., lD.2 a.Ielr"-'loneendl'rllgNme ."'.'.,.,, 4,l,3,4,2,7.10.1 Sampla.DdlnJllonol ........ ,......,..",........, 3,12,3 IIampIoe,lhopllnlwtngo, Productllalaend .., 3,11,3.12,4,2,7 lompl...I...II1o,O-montaend."",."""",." 3.11 lIchedu..olV......,........,..,..",..,..",.., 1.2,9,3,1 Schedules, Conlll\lClJon , , .. .. . .. , , .. .. , , , , , . .. , , .. '" 3,10 Scpar2teCOnlr.lCUandCOnlrx1ors"".."" 1.1.4.3,14,l,4,2,4. 4.5,5,6, 11.3,7, 12,1.2, Il,l,5 Shop llt2wlnp, Dellnlllonol ...,...."....,..",..... 3,Il,I lhopllrntngo, Procluc1 DoIII end"""" " " 3,1I,3.12,4,l,7 IIto,UNol.."...............,........., 3.13.6,I.I,6,l,1 Sllell1lpCCllons ".I.l,l, l.J,4. 4,l,l, 4,l.9, 4,3,6. 9,8,l, 9,10,1, 1J,5 Slle VlsllS, Architect'. , "., " " , " ., , " 4,l,l, 4,l,5, 4,l,9. 4.l,6, 9,4,l, 9,5,1, 9,8,l, 9,9,l, 9,10,1, 1J,5 SpedallnspectlonsandTesllng".",."."" 4,l,6,ll,l,I,Il,5 Spoclllcolloll., DellnJlIonollhe.."....""". ..,'.." 1.1.8 SpocIlIcollono, The.......... 1.1.1.1.1.8,1.1.7.1.2.4,1.3,3.11 SlalutesorUmltlllons""""...".,."" 4,5.4,l,ll,l,6,Il,7 SlOpping the Work , """".,., l,3,4.l,7,9,7,IO,I.2, 1G.l, 14,1 Stored M1rertals , .. , .. , .... 6,l,1,9,3,l, lO,l,l.l, 11.3,1.4, Il,2,4 Subconcractor, DeflniUonor, .......................... 5.1.1 SUlICOHTIIACTORS .......".."",....,..", ....,'.. 8 Subconll:lClors, Work by , , ... , , , .. , , , , .... I.l,4, l.J,l, 3,12,1, 4,l,3, 5.3, 5,4 Subcon....tuoI RoIotlono , , , , , , . , . , . , ., U, 5.4, 9,3,1.2, 9,6,l, 9,6,3,9,6.4, 10,l,l. 11.3.7, 11.3,8, 14,1.1, 14,l,l.2, 14,3,l Subml.lais .,.,..,.. 1.3,3.2,3,3,10,3,11.3. Il, 4,l.7, 5.l,l, 5,l,3, 7,3,6, 9,l, 9,3,1, 9,8.l, 9,9,1, 9,IO,l, 9,10,3, 10,1.2, 11.1.3 Subnlgollon. Wolvotool",.".""...", 6,I.I,II.3.5,It.3.7 Subo1ontl.olComplollon, , , .. ... .. , " 4,l,9, 4.J,5,l, 8,1.1, 8,1.3, 8,l.3, 8,8,9,9,1, Il,l,l. Il,l,l, 1l,7 Substantial Completion, DeflnlUono(, .... . . . ..... .. . .... 9.8.1 Substlculion orSubconcncton . . . ..... . . . , ... . . . .. S.2.3.5.2.4 Substitution ohhc Architect..... . ... . . . .. .. . . . . . .... " ..1.3 SubstllutlonsofM2tcrta1s ..................,....,..... 3.5.1 Sub-subcontnclor, DctlnJUono( ....................... 5.1.2 SubsUlrxe CondJtIons .. .. , .. . .. .. .. , , , .. .. .. , , , .. '.. 4,3,6 Su.........endAoolgno .............",.......,.." 13,2 Supertntonclon1,..,................",..,...., 3,8,IO,l,6 Suporvtolon end Conolnlcllon Prococlu... " , , " l,l,4,3.3.3.4, 4,l,3, 4,3.4. 6,1.3, 6,l,4, 7,1.l, 7,3.4, 8,l, 8,3,1,10, Il, 14 Surely, , .. .. ........, 4,4,1,4,404, 5,4,I.l, 9,IO,l, 9,10,3, 14,l,l SUI<ly,COnsencol""""",.,."",.", 9,9,1,9,IO,l,9,IO,3 Surveys.,...............,................... 2.2.2.3.18.3 "" S......nolonby...OwIwforCom..,.,. ',.",'."", 1403 Susponslonorlhe Work ,.."",'.... 4.3,7, 5,4,l, 14,1.1,.. IH Suspension or Termlna.lon orch. COnlrx1 ...... 4,3,7,5,4,1.1, 14 T.... ....,..........."""",..,..".."" 3.8,7,3,6,4 TonnlnollonbyIhoConIrOCIor..",.....",..,....,.., 14.1 TllllIInoIlonby...OwnorforCouoe..".."..." 5.4.1.1,14,2 TermlnaUon ohhe Archllect .......................... ".1.3 Termlnarlon orthe ConlDClor ........................ .".2.2 TERMINATION OR IUtlPENSION OF THE CONTRACT . , . , '. 1. T_endllllpOCtlono "',' 3,J.l,4,l,6.4,2,9,9,4,l,ll,l,I,IU TillE,..,..,......"..,..,.."""'..".."'..,..'" 1 TImo,Deloyaendl!xlonolonool..,."."."" 4.3,8.7,l,I.I.3 Time Umlts,Specl/1c: .. ....,.. l,l.2, l,l,l, l,4,3,10.3,11,3,15,1, 4.l,I, 4,l,II, 4,3, 4,4, 4,5, 5.3, 5,4. 7.J,5, 7,3,9, 8,l, 9,l, 9,3,1, 9.J.l, 9,4,1, 9,6.1. 9,7. 9,8,l. 9,IO,l, 11,1.3, 11.3.6. 11.3,10. 11.3.11, Il,l,l, Il,l,.. l2,l,6. 13,7, 14 TIrn.UmltoonCloirno. '" " , " 4,3.l.4,303, 4.l,6. 4,J,9, 4,4. 4,5 Tille 10 Work ..,........".."................ 9,3,l,9,3,3 UNCOVERJNOANDCORRECTIONOFWORK ............. 12 Uncovet1ngolWCHk ',......,..,..,..,..,..."..".. 12.1 UnloreseenCO"dJlIons """""".".."., 4.3.6.8,3,1,10,1 Unll Pllces, , " , ' , , , ,. , ,., " , " , , , ,'. '" , "" 7.1.4,7,3.3.l UseolDocumenlS , , , , , ". , , " ,.,.. 1.1.1,1.3. 2,2,'.3,ll,7. 5,3 UlloISIto ..,...........""".....,..., 3.13,6,I,I.6,l,1 Volull,llchoclulool ...,..........,..,........., 8.2,9,3,1 W_oIC1oJmo:F1....pormont"......", 4,3.1,4.5,1,9,10.3 WalverolCblntsby thcAtehJtect. ,.,..",."..".",., 13.4.l W2lver01 Clalm.sby thcCOn'rxlor. ..,.",. 9,10,4,11.3,7, 13.4.l WalveroICblntsbythcOwner"""".,..,. H.5,4,5,1.9,9,3, 9,1G.l, 11.3,3.11.3.5, 11.3,7.13.4,l WaJverotUens.................................... 9..0.2 W2IversorSubrog'"lon""...",."""., 6,1.1.11,3.5,11,3,7 W....nty and W",r:mUes .. .. .. .. .. .. .. .. .. . , .. . " 3.1,4,l,9. 4.l,5,3, 9,J.l, 9,8,l, 9,9.1, Il,l,l, 1J,7,I.3 We,"her De12ys ........ .., .. .. , ....... ..,......... 4.3,8,l Whon ArbIIrollon May Ilo Ilomondc .. .. .. .. .. .. , .. ... 4.8.4 Work,Deflnlllonor ""'..,.."..................... 1,1.3 WllllenCOnse"'"..",."..., 1.3.1,3,ll.8. 3.14,l.4,l.l. 4,3.4, 4.5,5. 9,3,l, 9,8,l, 9.9.1. 9.IO,l. 9,10,3, 10,l.l. 10.1.3, 11.3,1,11.3,1,4, 1I,3,1I.IJ,l. 1l,4,2 Wrl"en (nle'Prel2l/ons , " '" " , , '. '.."., 4,l,ll. 4.l.ll. H,7 Wrt1lanNotlce .""""" l.3. l,4, 3,9. 3,Il,a, 3,ll,9,4.l,404,4. 4,5, 5,l,l. 5,3, 5,4,1.1, 8,l,l, 9.4,1, 9,5,1. 9,7, 9,10,10,1.2, IO,l,6,11.1.3.11.3.ll,l.l,ll,l,4,13.3,I3.5,l.14 WrlncnOrders.............................. 2.3.3.9....3.'. 7, 8.l,l, 11,3.9. Il,l. Il,l. 1J,5,l. 14,3,1 -- , AlA DOCUMENT A201 . GENERAL CONDITIONS OF TIlE CONTRACT FOR CONSTRUCTION. FOURn!HTH mlnCN AlA- . <> 11Jtj1 TIIP-AMERICAN INSTITUTE OF ARCIlITE(:T\. I ?\~ NEW YORK AVENUE. N W. WA.'iUlNGTON. DC. llJX16 A20101887 IS WARNING: U_ photoeopvt"ll _roo U.S. _!No ond 10 1OAlfocI1O....._, GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION ARTICLE 1 GENERAL PROVtSIONS 1.1 IIA8IC DI!f1HIllOIlS 1.1.1 'Iltl! CONTRACT DOCUMENTS Tho Contl>Cl DocwnenLs conslsl of the AjjIttmenl belween Owner and Contl>Clor (hereln21'ler the Asreernent), Conditions of the Conll>Cl (Genc:l2l, Supplemenwy and other Conditions), D..wlnB-', Spect/lc2tlons, .ddenda Issued prior 10 execution of the Contl>Cl. other documenLs Ibled In the Agreemem and Mcxllllatlons Issued after execullon of the Coml2Cl, A Modifi. cadon Is (I) . wrillen amendment to the Cont..ct signed by both parties, (2) . Change Order. (3) . Conslrucllon Change Dlrectlve or (4). wrillen order for. minor change In the Work Issued by the Archltc:ct. Unless specifically enume..ted In the AjjIttment, the Contl2Ct DocumenLs do not Include other docurnenLs such as bidding requiremenLs (.dvertlsement ur invitation 10 bid, Instructions 10 Bidden, sample foons, the COnll>ClOr'S bid or ponlons of .ddenda rebtlng to bidding requlremenLs), 1.1.2 THE CONTRACT The Contf2ct Documents form the Conl12CI (or Construction. The Cont..et reprc:scnLs the enllre and Integrolled agreemenl between the parties hereto and supersedes prior negoll.tlons, representations or agreements, either wriuen or oral. The Con. I..ct may be amended or modified only by. ModtnC:lllon, The COOlr2C1 Documents stull not be construed to Cre2IC :iii contrac. tual rebllonshlp of any kind (I) between the Architect and Con. tl2Ctor, (2) belween the Owner and . Subcomractor or Sub- Subcoml2Ctor or (3) belween any persons or endtles other Ihan the Owner and Coml2Ctor, The Archllect shall, however, be entitled to performance and enforcemenl of obligations under the Comract Intended to facUltale performance of the Archltc:ct's duties. 1.1.3 THE WORK The term "Work" rncuu the construction and services required by the Comract DocumenLs, whether compleled or panlally completed. and Includes .11 mher labor, m'leriab, equlpmem and services provided or tn be provided by the Comractor to fulfill the comraclor's obllgallons, The Work may conslltutc the whole or a part or the Project 1.1,4 THE PROJECT The Profect Is Ihe tOlal conslrucllon of which Ihe Work per' (ormed under the Conll'2ct Documenl5 may be the whole or :I part 2JlcJ which may Include CUll.\trucUon hy the Owner or by ScpU2tC rontraclOn. 1.1.5 THE DRAWINGS The DrawlnB-' are Ihe g..phlc and plctorbl ponlons of the Con. traCI Documents, wherever located and whenever Lssued, showing the deslWl, loc:IlIon and dtme05lun~ or the Work. genC'l'21ly l.ncludlng plans, elevallons, 5C"IiOn.'i, delail~, sched. ules and dbgrams, 1.1.0 THESPEClFlCATIONS The Sp<<lOc-.ulomi are thai portion or the Contracl DocumenL'i cnn~ls1lnM ur Ihe wrillen requirements ror malerial'i, equip. ment, construction syslems, standards and worknwuhlp for the Work, and performance of relaled services, 1.1.7 THE PROJECT IlAHUAL The Prolc:ct M"-I1ual Is the volume wually assembled Cor the Work which may Include the bidding requlremenLs, sample foons. Condlllons of the Conll2Ct and Spect/lc2t1ons, 1.2 EXECUTION, CORRELATION AND INTENT 1.2.1 The Contract DocwnenLs shall be signed by the Owner and Conlractor as provided In the Agreemenl, If either the Owner or Cont..clor or both do nol sign all the Contract DocumenLs, the Archltc:ct shall Identify such unslgnctl Docu. mcnlS upon reques1. 1.2.2 Execution oC the Contract by the Contl2CIOr Is . repre. sentallon th.tthe Contractor has vlslled the site, become f.Imll. br with local conditions under which the Work Is to be per. formed and correbted persoruJ observ'llons with require. menLs of the Contl>Cl DocwnenLs. 1.2.3 The Inlent of the Contract DocumetlLs Is to Include all Ilems necessary for Ihe proper execution and completion of the Work by the Contracror, The Cont..ct DocumenLs are comple. mentary, and wh'l Is required by one shall be as binding as If required by all; performance by the Contl>Clor sha11 be required only 10 the extenl conslslenl wllh the Contl>Cl Docu. meoLs and rC250n'bly Inferable from them as being necessary 10 produce Ihe Intended resulLs, 1.2.4 OrganlZ2llon oC the Speclncatlons Into divisions, sections and anlcles, and arrangemenl of DrawlnB-' shall not control the Contractor In dividing the Work among Subconll2Clon or In cstabllshlngthe extent of Work to be performed by any tt:lde, 1,2,5 Unless otherwise stated In the Contl2Cl DocwnenLs, words which h.ve weU.known technical or construction Indw. try mc:u\lnB-' are wed In the Conll>Cl DocumenLs In accord. ance with such recognized mC2lllngs, 1,3 OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCIIMENTS 1,3.1 The Drawings. Spedficallons and other docurnenLs prepared by the Archllect are InstrumenLs of the Architect's service through which the Work 10 be execuled by the Con. tractor is described. The CoOlI'i1ClOr may retain one contract record sel. Neither the COOll'i1ctoc nor any Subcontractor, Sub- ~ubcOnlr.lClOr or materW or equipment supplier shall own or <1.101 , copyrlghl In the Drawings, Speclficallons and other documenlS prepared by Ihe Architect, and unless otherwise Indil':lted Ihe Architect shall be deemed Ihe .uthor ofthem and will retain aU common law, sca1ucory and Olher reserved rights. In ,ddltlun 10 Ihe copyright. All copies of them, except the Contractor's record sel, shall ~ relumed or sullably accountcd ror to Ihe Architect, on request, upon completion of Ihe Work. The Drawln~', Specifications and olher documenLs prepared hy Ihe Archilect, md copies thereof furnished 10 the Contrac. tor, arc ror ll\e' solely with respect to this Proi<<1. They are noc: 10 be used by the Comr.lclor or any Subcontractor, Sub- ... lj,ubcnntractor or material or equipment supplier on other proJ. ects ur ror additions to this ProJcct oUl5lde the scope of the 8 A201-1987 AlA DOCUMENT A2C1t . GENERAL <:ONUITIONS OF TilE CONTRACT fOR CONHRUcnON . FOUItTUNTlf EDmaN AlA- . <l1'}M~ TIlF. AMf.MICAN INSTITUTE OF AMC:IllTECT"o, I '\\ NEW YORK AVP.NtlP.. N '" . "'A!iIllNGTON. DC. 20006 ... 1 I "- ( .1 I l,l ,J J :1 1 ., .J '1 .l ] :I '1 , I u I ~ Worle without the spcdl1c: written consent of th. Owner and ArchltCCl, Th. Controaor, Subcontroaon, Sub-subcontroaon and mll.r1a1 or equipment suppUen are granted a Urnlted Ucense to use and lqIroduce appUabIe ponlons of the Draw. Inl\:l, Sped/lcltJons and other documents prq>ared by the ArchltCCl approprlat. to and for use In the .xccutJon of thelt Work under the Contrxt Documents, All copies made under this Ucense shaU bear the SL1tutory copyright notice, If any, shown on the Drawlnl\:l, Speclflcatlons and mher documents prq>ared by the ArchltCCl, Submittal or d1strlbutJon to meet o/llclal n:gubtory requirements or for oth.r purposes In con. nCCllon with this ProjCCl Is not to be construed .. pubUc'"lon In derogation of the ArchltCCl's copyright or oth.r reserved rights. 1.4 CAPlTAUZATlON 1.4.1 T.ms capitalized In these G.n..... CondJUons Include those which are (\) specifically deDned, (2) the titles of num. bered anJdes and Identlfled references to Paragraphs, Subpar.a. graphs and Cbuses In the document or (3) the Utles of mh.r documents published by !he Am.rlcan Instllute of Archllects. 1.5 INTERPRETATlON 1.5,1 In the In'erest of brevlly ,he Con,ract Documents fre. quen'ly omll modifying words such.. "all" and "any" and artl. c1es such :&5 "the" and "an," but the bet that :I modifier or an anlcle Is absent from on. sL1tcmcnt and appem In another Is not Intended to alfCCl ,h. In,erpreL1Uon of either SL1t.men!. ARTICLE 2 OWNER 2,1 DEFINITION 2. t.l Th. Owner Is 'h. person or entity lden'lfied as such In the Agreem.nt and Is rererred to throughout th. Contract Documents as If singular in number. The term "Owner" means the Owner or lhe Owner's aUlhorized rcprescntatJvc. 2.1.2 Th. Owner upon reasol12ble written r.quest shaU furnish to the Contraclor In wrltlnglnforma'lon which Is necessary and relevant for the Contractor to c:valuate, give notice of or enforce mechanic's U.n rights, Such information shall Include a correct SL1tanent of th. I'CCl)rd Icgaltltl. to the propeny on which ,he ProJ.ctls looled, wually r.ferr.d to as the sl'., and the Owner's Interest Iherein at the time of execution of the Agreement and, wl,hln Dve days afler any change, Informallon of such change In tlllc, recorded or unrecorded. 2,2 INFORMATlON AND SERVICES REQUIRED OF THE OWNER 2.2.1 The Owner sh:1lI, :Illhe requcst or the Conlracwr, prior 10 eXC'CUllon o( Ihe Agreemenl and promptly (rom lime 10 lime Ihere2(ler. furnL\h 10 Ihe Conll':lctnr rca.\onable evidence th;u financial arl':lllgemems have been made 10 fulfilllhe Owner's oblig:uluns under the Contract/Notf!: Unl,!ss such reasotUJble t.,'idt""'t' u'en.'funrisbt'd 011 request prior 10 the e.xeculion uJ tlx' AHn.'t!mt'1lt. the pmspeclin! co1l/ractor u'Ould not be rc.'tlutrc.'d IU t'.tl't'Jd(' tbe ANrt"mt"" or lu cummt'1Jce tbe Wor../ 2,2.2 TIle Owner shall furnish surveys dc>crlblng physlC:lI Ch;U;&C1Cristics. legalllmitallons and utmty loctlmu for the site or Ihe Prujel'l, :md a legal description of Ihe slle. 2.2.3 Except (or pennlls and fees which are Ihe responsibilily o( Ihe Conlr.lcwr under Ihe Conlr.lct Documents, the: Owner .\11.11 !'iel'ure and pay (or ne'cC'!\.\ary OIpprov:ds, C2SCments, ;&s.1IjC'5.'i' .~ m.nts and ch:ugcs required for constNctlon, use or occupancy of permanent SlNctUres or for permanent changes In .x1sllng factJllles, 2,2.4 Inforlll2tlon or services under the Owner's control shaU be furnished by th. Owner with reasonable promptn... to avoid delay In orderly progr... of th. Work, 2,2.5 Unless o,herwlse provided In th. Contract Documents, ,h. Contractor will be furnished, free of charge, su<:h copies of Drawings and Project Manuals as arc reasonably necessary for execu,lon of the Work. 2.2.8 The foregoing arc In addJUon to other duties and respon. slbWUes of !h. Owner .numera'ed h.reln and espedaUy !hose In re5peclto Anlcl. 6 (Cons'Nctlon by Owner or by Separat. Contractors), Anlcle 9 (paym.nts and Compl'llon) and Anlcl. II (lnsuranc. and Bonds), 2.3 OWNER'S RIOIfT TO STOP TIlE WORK 2.3.1 If the Con,ractor falls to correct Worle which Is not In accordance with the requlr.ments of the Controa Documents as required by Paragraph 12,2 or penlstently falls to carry OUI Work In accordance with the Contract Docwnc:nts, the Owner, by writt.n order signed personally or by an agcntspeciDcaIly so empow.red by !h. Owner In wrl,lng, may orclet the Contrac. tor to SlOp !h. Work, or any ponlon thereof, until the cause for such ord.r Ius been .Urnlnated; how.ver, the right of the Owner to SlOp the Work shall notglv. rise 10 a duty on the part ofthe Owner to ex.relse this right for th. beneDt of the Con. tractor or any other person or entity, except to the extent required by Subpar.agraph 6,1.3, 2.4 OWNER'S RIGHT TO CARRY OUT TIlE WORK 2,4.1 Ir the Contractor defaults or neglects to carry out the Wurk In accordance wl,h !h. Controa Documents and falls wl,hln a seven-day period aner receipt of written notice from Ihe Owner 10 commence and coOllnue correction or such derault or neglect wl,h dUlgence and prom pIn..., the Owner may aft.r such sev.n-day period give the Controaor a second wrlllen notice to correct such deDdencles within a second sev.n-day period, If the Contractor within such second seven. day period after receipt of such second notice falls to com. mence and continue to correct any deficiencies, the Owner may. without preJudlc, to other remcclJes the Owner llI2Y hav., correct such deOcI.ncl.s, In su<:h CISC an approprla" Change Order shall be Issued deducting from p"ym.nts then or ,hereon.r due Ihe Contractor th. COSI of correcting such deD. clenel.., Including compensallon for the Architect's addJllonal services and expenses made ne......ry by such default, neglCCl or (:aUure. Such :lellon by Ihe Owner and :amounts charged to the Contrac'or are bo,h subtect tu prior approval of th. Archi. leet. If payments Ihen or Ihere2rter due rhe Contractor :ue not sumclcm 10 rover such :lJTlounl5, the' COOltaClOr stull pay Ihe cJirrerent'e (0 Ihe Owner. "- ARTICLE 3 CONTRACTOR 3,1 OEFlNITION 3, t.l The Contractor Is ,h. penon ur .ntlty ldenlltled as such In the Agreemen' and Is rererred to throughout the Controa [)ocuments as i( singular In number, The tenn "Contractor" ... me:ms the CunU2Ctor or Ihe Contr.tC1o,'s authorlzcd rcprCM'nlatlve. AlA DOCUMENT A20t . GENERAL CONDITIONS OF TilE CONTRACT fOR CONSTRUCTION' fOURTEENTH !DlTION AlAe . '0 II}A' TIlE AMF.RI<:AN INSTITUTE Of ARCItITECTS. 17j~ NEW YORK AVENUE, NW, WA~IIINGTON, 0 C llrxl6 WARNING: Unlk;enNd photocopvIng vt~tia. US, toovnoht lMft end lallUtMc1 In IAn" ""*-''"'''' A201.118' , 3.2 IlIVIEW OF CXlNTIIACT DClCUIWfT8 AND F1IIJ) CONDrT1ONIIIY COHTllACTOII S.2.1 The ConlraCtor sIull an:fuUy study and compare the CoIIU:ICt Docwncnto with c:ach other and with InfonnatJon furnished by the Owner punuant 10 Subpangraph 2.2.2 and ohaIl at once repon to the Architect erron, Inconslslendcs or omissions discovered. The Conlnctor shall nOI be Il2blc 10 the Owner or ArchJtCCl for cIanuge resulting from erron, Inconsls- tcndcs or omissions In the Contract Docwnento unless the ConlraCtor rccognlzl:d such error, inconsistency or omission and koowlngly bIled to repon 1'10 the Architect. If the Con. tnctor pcrrorms any constNctlon activllY knowing It Involv... a recognized error, Inconslslency or omission In the Conlrac' Docwncn... without such no,lce 10 lhe Architect, Ihe Conlrac. ,or sIull assume approprl2lC responslbWlY for such perfor. mance and ohaIl bar an approprl2te amOUnl of the attributable cos... for corrcctJon. 3.2.2 The ConlnctOr shall uke Odd mcasurcrnen... and verify l1cld condl,lons and shall c:ucfully compare such l1cld mea. surcrncn... :iIld condlllons and other Infomu,lon known '0 the COnlractor wllh the Contract Docwnen... before commencing activltks. Errors. lnccnslstcndes or omwions d1scovercd shall be reponed '0 Ihe Architect al once. 3.2.3 The Contractor shall perform the Work In accordmce wllh lhe Contract Docwnen... and submlluls approved pur. suanl'O Paragraph 3.12. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES 3.3.1 The Conlrac,or shall supervise and dlrec, the Work, wing the CanlDClor's best skill 2nd :mcnllon. The Contractor sIull be solely responsible for and have conlrol over COnstNC' tion means, mclhods, 'echnlques, sequences and procedures and for coo,dln:lllng all ponlons of lhe Work under the Con. ,ract, unless Contract Docwnen... give other specific InstNC' tlons concerning these matten. 3.3.2 The COnlractor shall be responsible '0 the Owner for aclS :md omwlons of the Contractor's employees, Subcontl'2ctors and their agenlS and employees, and olher persons performing ponlons of lhe Work under a con'ract wllh lhe Con'ractor. 3.3.3 The Conlractor shall no' be relieved of obllga,lons to per. form ihe Work In accordmce wl,h the Con,ract DocumenlS ellher by actlvl,les or duties of ,he Archl,ect In the Archllect's admlnlsu:lllon of 'he Conlract, or by teslS, Inspections or approvals required or performed by persons other Ihan ,he Cont1'2ctor. 3.3.4 The Con,rac,or shall be responsible for Inspecllon of po" lions of Work aJrC2dy performed under IhLs CoorDct (Q deter. mine that such p<>nlons :uc in proper condition to receive sub. sequent Work. 3.4 LABOR AND MATERIALS 3.4.1 Unless otherwise provided In the COml'2Cl DocumenL';. the Contractor shall provide OInd pay (or 100txJr, m:uerl:ll'i, equip. ment, ((x)ls, construction equipment and m:Khinery, w:ater, hC::H, utUltles, tr:msponatlon, and other f:lctlltlcs :md services ntCCS5:Iry for proper execution and c.:omplctlon of the Work, whether tempor:ilry or perm2nC:I1l ;.and whelher or not incorpu. r,'ued or 10 be incurpur.Hed in the Work. 3.4.2 The Contr:ilc.:tor sh:l.11 enforce strlCI olsclplinc: :and good order :.unung the Comr.u:toc's emphJ)'ec:s :and other persons l":lrrylng out the Controlc.:!. The Conlr.ac.:tnr sh;aU nOl permil employment of unOt persons or pcrson~ nut skilled in tasks a\.\i)tned 10 Ihem 3.11 WAIUIAHTY 3.5.1 The COntractor warrants to lhc Owner and ArchJICCllhat II12lCrl21s and equipment fumIshcd under the ConlraCt wlII be of goo<l qualllY and new unless otherwlsc rcqulrcd or pcnnIl. led by ,he Contract Documen.... that lhc Work will be free from defCClS nollnltercnt In lhe quall'y required or pennltled. and tha, lhc Work wW conform with the requlrcmen... of the Contract Docwnento. Work nol confonnlng '0 lhcsc require- menlS. including subs,l,utlons no' properiy approved and au,hortzcd. II12Y be considered defective. The Contnctor's wamnly excludes remedy for damage or defect caused by abuse, modifica,lons no' executed by ,he Contractor,lmproper or Insufficient maintenance, Improper operation. or normai wear and tear under normal usage. If required by the Architect. Ihe COn'ractor shail furnish satlsractory evidence as to the kind and quall'y of malerl2ls and equlpmenl. 3.5 TAXES 3.6.1 The COnlractor shall pay sales, consumer, use and slmll2r laxes for the Work or ponlons thereof provided by the Con. tractor which arc legally enacted when bids arc rca:lved or negotiatiOns concluded, whether or not yet effective or merely scheduled 10 go Into effect. 3.7 PERMITS, FEES AND NOTICES 3.7.1 Unless otherwise provided In lhe Conlract DocwnenlS, lhe Contrac'or shall secure and pay for ,he building pennl' and other permllS and governmental fces, licenses and Inspections necessary for proper execution and comple'lon of lhe Work which arc customarily secured a1\er execution of lhe Contract and which arc lega11y required when bids are received or nego- tla'lons concluded. 3.7.2 The Contractor shall comply with and give no,lces required by laws, ordlnances, Nles. regula,lons and lawful order> of public au,horltles bc:uIng on performance of lhe Work. 3.7.3 II Is no' lhe Contrac,or's responslbWly '0 ascertain tha, the Conlract DocumenlS arc In accordmce wllh applicable laws, staNtes, ordlnances, building codes. and rules and n:guIa. 'Ions. However, If lhe Contractor observes tha, ponions of lhe COnlract Docwnen... arc at varl2nce lhercwllh, lhe Contnctor shall promp'ly notify the Archl'ect and Owner In wrillng, and ncccss:uy changes shall be accomplished by approprtalC Modification. 3.7.4 If 'he Conlrac'or performs Work knowing I' '0 be con. trary to law,. ..alutes, ordinances, bulldlng codes. and rules and rc:gu12tlons without such nOllce to the ArchltCCI and Owner. lhe COntraClor ,hall assume full responsiblll'y for such Work and shall bear ,he aUributable COSIS. 3.8 AllOWANCES 3.8.1 The Contrac,or shall Include In Ihe Conlract Sum all :illoWiU1ces stOlted in the Controlct Documents. Items coyered by allowances ,hall be supplied for ,uch amounlS and by such persons or entitles:lS Ihe Owner may direct. butlhe Conlractor shall nol be required 10 employ persons or enll'les against whic.:h the Contr.&ctor makes re2SOn:lble objection. 3.8.2 Unl~'i otherwl"iC provided In Ihe COnlr.&ct DocumCfltS: .1 malerlal. and equlpmen' under an allowance shall be selected promp'ly by the Owner '0 avoid delay In lhe Work; .2 :t1lnwancC5 .sh:all cover the co.sl IU Ihe Contractor or In;ltcrl;.al\ :and equipment deliveraJ :at Ihe .s11C: 2nd all required laxes, less :appllC'".I.blc trade: cJl'\Count5; ." -:. .... c. j J I , I AlA DOCUMENT A201 . GENERAL c.;ONnl1l()N~ Ilf Tilt: (;ONTN.AtT f()K C.;ON)TN.ULTION . fOURTEENTH lDmON A!.-'. . ,Ol'l"~ TIlt: AMF.RU:ANINSTITI:n: l)t" AMI:tII1Tt.r'. I'"" NF.W Y(JMK Avt:NI:t:. NW. WA~IIIN(;Tt)N" nt:. It.....1 . I ,1 'J '-J .3 Conlr:actor's COSIS for unloading and handling at the sUe, labor, lnsull:uJon COS..., ovcrhcod, proftt and other cxpcnsr:s contcmpblCd for lUted allowance amounll sIull be Included In the Conlr:act swn and nolln the allowances; .4 whenever COSIS are more lIun or less lIun allowances, the ConlraCt Sum sIull be adjusted accordlngly by ChangeOrdcr. Theamounl of the Change Ordcrslull renCCl (I) the dUfercnce belWccn actual coslS and lhe allowances under Cbuse 3.8.2.2 and (2) changes In Conlr2C\or's COSL' under Cbuse 3.8.2.3. 3.11 SUPERlNTENllENT 3.11.1 The Contr:octor sIull employ a rompe'enl supcrlnten. clcnt and ncccssary assIsun... who sIull be In allendana: at lhe proJCCI slte during perfortlUl1C<' of lhe Work. The supcrlnten. cIcn,shall ncprcscnl the Con'netor, and communications given to the supcrlnlCnclcn' sIull be.. binding ..If given 10 the Con. lraCtor. Imponan' communlcaUons shall be confirmed In wri'. Ing. Olher communlcatlons sIull be similarly confirmed on wrillen request In ach case. 3.10 CONTRACTOII'S CONSTRUCTION llCIlEDULES 3.10.1 The Conlr2ctor, prompUy after being aworded the Con. ,net, sIull prepare and subml' for the Owner's and Archilect's lnformadon a Contr.1Ctor's corutructJon schedule for the Work. The schedulc shall no, exceed time Umlto cunrcnt under the Conlnet DocwnenlS, shall be revised at approprl21e Inlervals .. required by lhe condlUons of the Work and Project. shall be related '0 the enlire Projcclto lhe ex'en' required by 'he Con. 'ract DocumenlS. and shall provide for expcdillous and practl. cable cxceu,lon of lhe Work. 3.10.2 The Contractor shall prepare V\d keep currenl, for lhe ArchilCCl's approval, a schedule of submiluls which Is coordl. ruled with the Contr.actor's construction schedule and allows the Architect I'OSOrulble lime to review submittals. 3.10.3 The Contr.aClOf stull conform to the: most recent schedules. 3.11 DOCUMENTS AND SAMPU:S AT THE SITE 3.11.1 The Conlrac'or sIull maintain at lhe sile for lhe Owner one record copy of lhe Drawings, SpcciJlallons, addenda, Change Orden and olher Modlflcatlons, In good order and marked cunrcnlly to record changes and selections made dUMg construction. and In addl,lon approved Shop Drawings, Prod. uct l>:tu, Samples and similar required subml'uIs. These shall be available 10 lhe Archllect and sIull be delivered to the Archl. tect ror submlu2.1 co .he Owner upon completion or the: Work. 3.12 SHOP DRAWINGS, PROOUCT DATA AND SAMPLES 3.12.1 Shop Drawings arc drawings, diagrams. schedules and Olhcr dau specially prepared for ,he Work by lhe Contractor or a SUbconlr.lctor, Sub.subcontr.aclOr. m:lnu(aclurer, supplier or distributor 10 U1uslr:lte some portion of the Work. 3.12.2 Product O;ata :lrc ilIustl'2llons, 5land2rd schedules. per. formance ch:ut5, lnslrucllons, brochures, diagrams and other In(orm:uJon furnished by the Contractor to Ulwtr:ue materWs or equlpmenl ror some pan Ion of the Work. 3.12.3 Samplcs arc physical examples which IIIwtrale materials, equlpmenl or \\'orknunship and oubUsh Sl2nwrd5 by which Ihe Wurk wW be judged. 3.12.4 Shop Drawings. ProdUCI Dala. Samples and slmlbr sub. mlnal, :are nOl Contract Document', The purpose of their sub. mlllal l, 10 demomar:ue ror lho~ ponlons or the Work ror "" which subml'uIs are required the way the Con'netor propoocs to conform to the Infomullon given and the design concq>l cxprcsscd In lhe Conlract Docwnen.... Review by the ArchJlCCl Is subjccl'o lhe UmluUons of subpangraph 4.2.7. 3.12.5 The Conlr2C\or sIull review, approve and subml'to lhe ArchilCCl Shop Drawings. Product Dau, Samples and slmIbr submlluls required by the ConIraCt DocumcnlS with reason. ablc promptnesS and In such scqucncc .. 10 cause no dcby In lhe Work or In lhe acdvldes of the Owner or of scpar2lC con. Ir:acton. Submltuls made by the ConlraCtor which are nol required by lhe Con'ract Documen... rmy be relUrned wtlhout action. 3.12.5 The Conlr:octor sIull perform no ponion of the Work requiring .ubmlll2l and revlcw of Shop Drawings, Product l>:tta. Samples or similar submlltals unllJ the respective subml'. lal has been approved by the Archilect. Such Work shall be in accordance wilh approved submittals. 3.12.7 By approving and submil'lng Shop Drawings, Product l>:t,., Samples and similar submlllals. lhe Conlractor ncprcscnlS Ihat lhe Con,ractor h.. determined and verined rm,erlals. neld masurcment.s and (kId construction criteria rebtc:d therelo, or wW do so, and has checked and coordiluled Ihe Information contained wl,hln such submltuls wllh lhe requircmenlS of lhe Work and of lhe Conlract DocumenlS. 3.12.8 The Contractor shall no' be relieved of responsibility for dcvlalions from requlremenlS of the Contract DocumenlS by Ihe Archllect's approval of Shop Drawings. Product Dau, Samples or similar submlllals unless lhe Con,ractor has speclncally Informed ,he Archlleclln writing of such deviation at Ihe lime of submlllal and lhe Archl'ect has given wrillen approval to lhe speclnc devlallon. The Contrac,or shall nO! be relieved of responslbllily for erron or omissions In Shop Draw. Ings. Product Dala. Samples or similar submlluls by lhe Archl- lect'S approvallhereor. 3.12.9 The Contractor shall direct spcdnc attenllon. In writing 0' on resubmitted Shop Drawings, Product Data, Samples or simU21 submluals, 10 rev15lon..s olher than those requesled by the Archllect on previous submlltals. 3.12.10 Infomullonal submltuls upon which lhe Archl'CC1 Is no' expccled '0 uke responsive action rmy be so lden,iI1cd In the Contl"2ct Document!. . 3.12.11 When professional cenlftcation of performance cri'erl2 of matcrl2ls, sys,enu or equlpmen,ls required by ,he Conlract DocumcolS. Ihe Archilect shall be enlilled 10 rely upon the accuracy and compleleness of such calcubtlons and cenlft. oelons. 3.13 USE OF SITE 3.13.1 The Contractor shall confine operallons at lhe slle 10 arcas permllled by law. ordinances. permllS and lhe Conlract DocumenlS :and stuJl nOl unre:asorubly encumber Ihe sUe with m:aleriab or equipment. 3.14 CUTTINO AND PATCHING 3.14.1 The Con'raClor shall be responsible for cutting. nttlng or polchlng required '0 complcle ,he Work or to make IlS parts fit ,ogelher properly. 3.14.2 Thc Con,rac,o, shall nOl damage or endmger a ponlon of the Work or fully or ponl2lly compleled construction of ,he Owner or separ:ue conU2cIors by CUlling, p:ltchlng or other- ... wbe :altering such conslructlon, or by excavation. The Contrac. lor shall not CUI or mherwl5c aller such conslNCIlan by the AlA DOCUMENT A201 , GENERAL CONDITIONS OF TilE CONTRACT fOR CONSTRl:CT1<)N ' FOl!RT!lNTII r:OIT10N AlAe 'If)I''H? TlIP. AMf.RICAN1NSTITIITF.OFARr.IIITF.Cn. In'NEW YORK AVENllE. NW, WASIIINCiTON. 0 C llUlll A201.1887 9 owner or a ocpar2le contractor exccpl wllh wrillen consen' of the Owner and of such ocpar2te contraclOr; such consent sIull no' be unreasonably wldlheld. The ConlraCtor sIull no' unrea. sonably wllhhold from lhc owner or a ocpar2lC contractor lhe Con'ractor's consenl to CUlling or olhcrwlse alterlng'he Work. 3.111 Q.!AHtlG UP 3.111.1 The Conlractor shall keep lhc premises and surround. Ing area free from accumulallon of wos'e malerials or Nbblsh caused by opctallons under lhc Con'ract. At complellon of lhe Work lhe Contnetor shall remove from and about lhe ProJect woste malcrials, Nbblsh. the Conlnetor's lools, construction equlpmenl, machinery and surplus m..e,l2Is. 3.111.2 If lhe Con'raclor bUs to clean up as provided In the Contract Documento, Ihe Owner may do so and the CDS' thereof sIull be chargctl '0 lhe Conlractor. 3.111 ACCESS TO WDRK 3.111.1 The Conlractor shall provide lhe Owner and Archltecl access 10 the Work In prcparatlon and progress wherever loca,ed. 3.17 ROYALTIES AND PATEHT8 3.17.1 The Contrac,or shall pay all royallles and license fees. The Contractor shall defend sullS or cblms for Infrlngemen' of p..enl righlS and shall hold the Owner and Architect harmless from loss on accoun'lhercof, but shall not be responsible for such defense or loss when a panlcular design, process or prod. uct of a panlcular manufacturer or manufacturers Is required by lhe Contract DocumenlS. However, If ,he Con,ractor has rea. son 10 believe that Ihe required design, process or p,odUClls an Infringemen' of a pa,en', lhe ContraclOrot.all be responsible for such loss unless such Infonmatlon Is promp'ly furnished '0 lhe Archllect. 3.18 IlDEMNIFlCATION 3.18.1 To the fullest exlent permitted by I2w, 'he Contraclor shalllndcmnlfy and hold harmlesslhe Owner, ArchltCCl, Archl. lect'S consultanto, and agcnlS and employees of any of them from and againsl cblms, danlages, losses and expenses, Includ. Ing bu' not limited '0 allorncys' fees, arising out of or resulllng from perfonmance of lhe Wo,k. provided that such cl2lm. dam. age, loss or expense Is allribuuble '0 bodily Injury. sickness, disease or death, or to Injury '0 or destNctlon of tangible prop- eny (olher than the Work IlSCln including loss of use resulting therefrom, but only co the extent ouscd in whole or in pan by negligent acts or omli.slons of the Conu'XlOf. a Subcontractor, anyone dlreclly or Indlrectly employed by Ihem or anyone for whose aclS they may be liable. regardless of whelher or nOl ,uch cl2lm, damage. loss or expense Is caused In pan by a pany Indemnified hereunder. Such obllgallon ,hall nO! be cons,rued 10 ncgale, ab,ldge, or reduce o,he, rlghlS or obllgallons of Indemnity which would olherwlse exlsl as to a pany or person described In lhls Paragraph 3.18. 3.18.2 In cl2ims against any person or entllY Indemnified under Ihl< Paragraph 3.18 by an employee of the Conlraclor. a Suhcontractor. anyone dlreclly or Indlreclly employed hy Ihcm or :uly\)ne for whose acts they may be liable, the lndemnlfia. lion obllgallon under this Paragraph 3.18 shall nO! be Ilmlled by a limitation on :amount or type of damages, compel\S2lion or benefits payahle by or (or the Contr.actor or a Subcontr.lctor under workers' or workmen's compensation :lCl"i, dL'iablllty benefit aCI~ or olher employee benenl acts. 3.111.3 The ohllgallu"-' of lhc ContrACtor under Ihls Paragraph 3.18 shall nol extend '0 Ihe liability of Ihe Architect, lhe Archl. ICCI'S consultanlS, and asento and employees of any of lhem wing out of (\) the prcparatlon or approval of maps, drawings, opinions, repons, surveys, Change Orden, designs or spcclftca. 'ions, or (2) lhe giving of or the bIlurc '0 give dircctlons or InstNctlons by the Archllec,. the ArchllCCI'S consultanto, and agenlS and employees of any of lhcm provided such giving or failure to give Is lhe primary cause of the Injury or damage. ARTICLE 4 ADMINISTRATION OF THE CONTRACT 4.1 ARCIlITECT 4.1.1 The Archltecl Is lhe penon I2wfully Uccnsed to practlce architecture or an enllty I2wfully practicing archi'ecture lden. lified as such In lhe Agreement and Is referred 10 throughou, ,he Conlract DocumenlS as If slngulat In number. The 'enm "Archilecl" means 'he Archilect or lhe Archllect's aulhorlzed representative. 4.1.2 Duties, responslblll'les and Umlu,lons of aulhority of lhe Architect as sel fonh In ,he COnlract Documento shall no' be reslricted, modified or extended wlthou, wrillen consent of the Owner, Contractor and Architect. Consent shall not be u.nrct- sonably wllhheld. 4.1.3 In case of termlrutlon of employmcnl of the ArchJlCCI. ,he Owner sIull appolnl an archi'ect against whom the Con. tractor makes no reasonable objection and whose sutus under ,he Contract DocumenlS shall be th:1l of 'he fonmer archi'CCI. 4.1.4 Dlspu'es wing under Subpangraphs 4.1.2 and 4.1.3 shall be subject '0 arbilrallon. 4.2 ARClIITECT'S ADMINISTRATION OF THE CONTRACT 4.2.1 The Archl,ect wlll provide administration of the ContraCI as described In lhe Con,ract DocumenlS. and wW be lhc Owner', rcpresenUtlve (\) during constNctIon. (2) unlllllnai paymenl Is due and (3) with lhe Owner's concurrence, from lime '0 'lme during lhe corrcellon period described In Para. graph \2.2. The Archilect wlll advise and consult with lhc Owner. The Archilect wlll have authort,y to:act on belu1r of the Owner only to the extent provided In the ConlraCt oocumcnto, unless olherwlse modified by writlCn Insuumentln accordance wllh o,her provisions of the Conlract. 4.2.2 The Archltecl will visit lhe sile .. InlCrvaIs approprtalC to ,he stage of constNctJon to become generally fanlI1I2r wllh the progress and quail'y of lhe comple'ed Work ond to dctcnntnc In general If the Work Is being perfonmed In a manner Indlcal. Ingthat ,he Work, when completed, wUl be In accordma: with the Conlracl DocumenlS. However. lhe ArchJtect wlll not be required 10 nuke cxhaus,lve or continuous on.sllC InspcCtlonS '0 check quail'y or quanlily of the Work. On ,he basis of on. sile observallons as an architect. lhe ArchllCCl wW keep lhc Owner Informed of pr0grCS5 of the Work, ::nd wUl cndc2VOrlO guard the Owner agains' defCClS and deftclencles In lhe Work. 4.2.3 The Archl,ect wUl nO! have control over or charge of and wUl nol be responsible for constNCIIon means. methods, lechnlques, sequen... or procedures, or for safety prcautlonS and programs In connection wl,h Ihe Work, since lhaC are solely the Con,raclor's responslbWty as provided In I'ar18fIPh 3.3. The Archl'ect will nOI be responsible for lhc ConlraCtor's failure '0 carry Oul lhe Work In accordma: wllh the ConUllCl l>o<:umen.... The Archllecl wUl nolluve control over or chIrF of wd will not be responsible for actS or ornIsSlonI of the eon. 10 A201.1987 AlA DOCUMENT A201 . GENERAL CONDITION~ Of TilE ~ONTRACT fOR CONSTRUCT10H . rouaTUHTH IDITIOH AlA. . () 1987 TItE AMERICAN INSTITUTE OF ARCIllTECT~. 17" NEW YORK AVENut, N.W., ...,UHINOTON. D.C. JOOO6 WARNING: U.....- photoc:opvlng _ u.s. .-r1ghl_ ond la....... to 1ogoI--. ~ . ( . I 1 ~1 J , ( , . j :1 ~l 1 l'j Il I ./ I I I J j 'r:lCIOr, subconlraCtOn, or their agcnl5 or employees. or of any olhcr pcrIOOS pcrrormlng ponJons of the Work. 4.2.4 CommunIcatlonI Fd"'dl'lll Contrllct AdmInletra- lion. ExccpI as otherwise provided In the Con,ract Docwncnl5 or when direct communlallons have bc<;n IpcclaUy aulho- rIud, the Owner and ConlraCtor sIull endeavor 10 communl. CalC lhrough lhe Archl'ect. Communlallons by and wllh lhe ArchJtCCl'S collsulunl5 sIull be through the ArchJtect. Commu. nlallons by and wllh Subconlneton and m2lerW suppliers shall be lhrough lhe Con'ractor. Communla~ons by and with separate conlractors sIull be through ,he Owner. 4.2.11 Boscd on the Archllecl's observa,lons and evaill2~ons of the Conlractor's AppUatlons for Paymenl, the Archllect wW rcvtcw and certlfy lhe amounlS due the ConlraCIOr and will Issue CcrtUk::lles for Paymenl In such amounu. 4.2.11 The ArchJtecl wW have aulhoriry '0 reject Work which docs nol confonn to lhe Conlract DocumenlS. Whenever Ihe ArchJtect consldcn II ncccssuy or advisable for Implemenu. tlon of the Inten, of lhe Conlract DocumenlS, the Archl,ect wW have aulhoriry '0 require addl~onallnspcctlon or ,estlng or lhe Work In accordmce with Subparagraphs 13.5.2 and 13.5.3, whclher or nOI such Work Is f.abria'ed,lnsuJled or comple'ed. However, nel,her this aulhori'y of the Archltecl nor a decision m2de In good f.allh ellher 10 exercise or not to exercise such aulhori'y shall give rise 10 a duty or rcsponslbUity of lhe Archl. teet to the Contl'2ctoe, Subcontractors. m:ueri2.1 and equipment suppliers, ,heir asenlS or employees, or Olher pe""ns perrorm. Ing ponlons of the Work. 4.2.7 The Archl'ec, will review and approve or uke olher approprl2'e action upon lhe Conlractor's subml'uIs such as Shop Drawings. ProdUCI Dau and Samples, bu' only for lhe limited purpose of checking for conformance wl,h Informallon given and the design concep' expressed In 'he Contract Docu. ments. The Atchlc('Ct's aCllon will be taken with such roson. able promplJ1ess as to ause no delay In the Work or In lhe actJviUes of the Owner, Comr:tctor or separate ronu'2ctors, while allowing sufficlenl lime In Ihe Archltect's professional Judgment to perml' adeqll2te review. Review of such submltuls Is no, conducted for the purpose of dc,ennlnlng the accuracy and completeness of other det:llls such as dimensions and quan~~es. or for substanlI2'lng InstNCllons for Insta11:ltlon or performance of equlpmen' or sYSlems, all of which remain lhe responslbUlty of lhe Contractor as required by 'he Contrac, Documents. The Atchllc:ct's review of the COnll'2elOr'S submit- uIs shall not reUeve ,he Con,rac,or of lhe obUga,lons under Paragraphs 3.3, 3.5 and 3.12. The Archl,ecl's review shall nOl constitute approval of safety prcCluUons or, unless otherwise specifically s",'<d by Ihe Archl,ec,. of any conslructlon means, methods. techniques. sequences or procedures. The Architect's approval of a specific Ilem shall nOl Indicate approval of an assembly of which lhe Item Is a componenl. 4.2.8 The Architect wJII prepare Change Orders and ConSlNC, 'ion Change Directives. and may aUlho,iz<: minor changes In Ihe Work as provided In P:iragraph 7.4. 4.2.1 The Architect wUl conduct InspC'CIJons to determine the date or dales of Substanllal Complellon and lhe dale of final completion, will receive and fOl'Wilrd 10 che Owner for me: Owner's review :and records written warr.mtles and relaled documenlS required by .he Con,ra<t and ..,..mbl<d by lhe Contfilctor, and will wue a nnaJ Cenlneale for Payment upon compliance wllh (he ~qulremen(s of Ih~ Conlfilel Documen15. 4.2.10 If lhe Owner and Archllect aRree. Ihe Archllecl will pro. vide one or more projeel rcpresenl211vt'S co a5.'LsI In c:arrylnR OUI the Archllect's rcsponstbillllcs at lhe SllC. The dullcs, rcsponstbWllcs and Umlutlons of aulhori'y of such project represenutlves sIull be as SCl fonh In an cxhJbll'o be lncorpo- ra,ed In lhe Contnet Documcnto. 4.2.11 The Architect will Interpre, and decide malten concern. Ing performance under and requirements of the ConlraCt DocumenlS on wrillen reques, of either lhe Owner or Contrac. tor. The Architect's response '0 such reqUCSIS will be made wllh rcaSGnable promplJ1ess and wllhln any lime UmllS agreed upon. Ir no agrccmen' Is m2de concerning lhe time wllhln which In'erpreu~ons required of lhe Archl'ec, sIull be fur. nlshed In compll2nce with ,his Paragraph 4.2, then delay shall nOl be recognized on account of bIlure by the Archllect'o fur. nlsh such Inlerpreullons un,U 15 days after wrillen request Is made for them, 4.2.12 In'erpreutlons and decisions of the Archl'ect will be conslsten, wllh ,he Intenl of and reasonably Inferable from lhe Conlract DocwnenlS and wUl be In wrillng or In ,he fonn of drawings. When making such In,erpreu,lons and decisions,lhe Architect wW endeavor to secure f.allhful performance by bolh Owner and Conlrac,or, wUl no' show ponla11ty '0 ellher and will no' be Il2ble for resullS of Inlerpreutlons or decisions so rendered In good fallh. 4.2.13 The Archllect's decisions on mallen relating to acsthcdc errec' will be final If conslstenl with the Intent expressed In lhe COnlr.ld Documents, 4.3 CLAIMS AND DISPUTES 4.3.1 DeftnlUon. A CiaIrn Is a demand or ....nIon by one of 'he ponies seeking, as . mailer of right, ad/usuncnl or Inlerpre. "lion of Contl".lc',erms, payment of moncy, extension of time or other relief wl'h respccllO the 'erms of lhe Contract. The 'enn "CiaIrn" aiso Includes o'her dlspu,es and mallen In qucs- 'Ion between 'he Owner and Contractor arising out of or relat. Ing '0 lhe Conlract. Claims must be made by wrillen nolla:. The responslbW,y to substantla'e CWms shall resl with the pony rtuldng lhe CiaIrn. 4.3.2 Declalon 01 AtchIlIct. CWms, Includlng lhosc a11cglng an error or omission by ,he Archltec,. shall be referred lnJUa11y to ,he Archllect for aclion as provided In Paragraph 4.4. A deci. slon by lhe Archllect, as provided In Subparagraph 4.4.4, shall be required as a condlllon preccdcnllO arbllraUon or U'lgallon of a CiaIrn belwccn ,he Contrac,or and Owner as '0 all such mailers arising prior '0 lhe dale final paymen, Is due, regardless of (I) whelher such mallen relale to cxceu,lon and progress of 'he Work 0' (2) Ihe extent 10 which the Work has been com. ple'ed. The decision by 'he Archllect In response to a CWm shall no, be a condlllon prea:dcnllo arbl,ration or lI~gallon In the event (I) Ihe position of Archl,ect Is V.canl, (2) the ArchJ,ect h:lS nol ~ceived evidence or ha.s (ailed to ~ndcr a dcdsk>n wllhln agreed ,Ime IImlto, (3) Ihe Architect has bIled to uke action required under Subparagraph 4.4.4 wllhln 30 days after the Claim Is made. (4) 45 days have passed after ,he CWm has been referred '0 Ihe Archltec' or (~) ,he Claim rela,es to a mechanic's lien. 4.3.3 TIme Umlla on Clalma. Claims by e11her pony mUst be made within 21 days aner occurrence oflhe even' giving rise '0 such Claim or wllhln 21 days aner lhe claimanl firs' rccognlzcs the condl~()n giving rise '0 Ihe Claim, whichever Is later. ClaIms , must be made by wrillen nOllce. An addl'ional ClaIm made after the Inlllal Claim has been Implcmcn'ed by Change Order will not be considered unless submllled In a timely manner. AlA DOCUM!HT A201 . 1;~:NERAL (:ONUlTIONS ()f Tllf. (:()NTRACT fOR CONSTRIJCTION. fOlJRTf!I!NTlI EDlnON AI"- . 'VI')"' Tllf. AMF.MICANINSTITlITf Of ARc:tIlHc:r\. lH'NEW YORK "....ENl;f:. N \l.'. W"'iIlINc,rON, Il(; lUlllk'1 A201.1887 11 -- 403.4 Conllnulng ConlncI "-fonnII1Ce. Pending IIn2I res0- lution of a CIalm IncIudlng iIIbIu:aUon, unIcss otherwise agrocd In writing lhc Conlr.lClOr sIull proceed dIlJgr:ndy wilh perfor. mance of the ConIraCt and the Owner shall conllnuc 10 make paymcn'" In accordma: with the Contract Docwncnts. 4.3.1 W",* 0/ ClIII-= final payment. The making of IIn2I paymcn' sIull constltulC a waiver of Cblms by the Owner exccpl those arising from: .1 liens, Cblms, security In,eres... or encumbrances arIs. Ing out of lhe ConlraCt and unsc'ded; .2 bIlurc of the Work '0 comply wllh lhc rcqulrcmcnlS of lhe Con,ract DocumcnlS; or .3 ,emu of special warrandes required by the Contract DocumcnlS. 4.3.8 ClIIrn8 lor ConceIlecI or Unknown Condltlonl. If con. dltlons arc encountered at lhe site whlch arc (I) subsurbcc or olhcrwlsc conccaied physical condlllons which differ ma'eri. ally from lhosc Indlcated In lhe ConlraC\ DocumenlS or (2) unknown physict1 condlllons of an unusual nature, which dlf. fer ma,cria11y from those ordJn:uiJy found to em' and generally rccognJzcd as Inheren, In cons'Nc,lon acllvllles of lhe character provided for In lhe Contr:oct DocumenlS, then no,lcc by lhe observing pony shall be given '0 lhe olher pony prompdy before conclidons arc dlsturbed and In no even' b'er than 21 days aIIer ftnt observance of the condlllons. The Archl. 'ecl will promplly Investlgale such condlllons and, If lhey dlffer m2ceri2l1y and ou.se an lncrea.sc or decrease in the Concr.J.doc'S cOSl of, or llme required for, performance of any part of lhe Work. will recommend an equluble adjusunenlln ,he Conlrac' Sum or ConlraCt Time, or bolh. If the Architect de'ermlnes lha, the condlllons at the slle arc nO! materially dlffercn, from lhosc Indlcatcd In the Contract DocwnenlS and lhat no change In lhe 'erms of lhe Contract Is Justlfted, lhe Archl,ect shall so nolify the Owner and Contnetor In writing. Slating Ihe reasons. Cblms by ellher party In opposlllon '0 such de'ermlnalion mus' be made wllhln 21 days after lhe Archl'ect has given nolice of lhe decision. If lhe Owner and Conlractor cannot agree on an adjusunenlln lhe Conlract Sum or Contract Time, lhe adjusunen, sIull be referred '0 lhe Archllec' for InJlIai de,er. mlnation, subject '0 funher proceedings pursuant 10 Paragraph 4.4. 4.3.7 ClaIm. lor Addlttonal Colt. If lhe COnlractor wishes '0 make Claim (or an increase in the COOU';lC( Sum, wrinen notice as provided herein shall be given before proceedlng to execute lhe Work. Prior no,lce Is nO! required for CbIms rebling '0 an emergency endmgering life or propeny atlslng under Para. graph 10.3. If lhe Contraclor believes addlllonai cost Is Involved for reasons Including bUl not Iimiled 10 (I) a wrillen Interpreu,lon from lhe Archl,ect. (2) an order by the Owner '0 SlOp the Work where the Contr2ctor was not at (ault, (3) a writ. ten order for a minor change In Ihe Work wued by the Archl. leCl, (4) f:lilure of payment by ,he Owner, (5) lermlnatlon orthe ConlraCl by lhe Owner, (6) Owner's suspension or (7) olher reasonable grounds. Claim shall be filed In accordmce Wllh Ihe procedu,e established herein. 4.3.8 C11lm. for Additional Tim. 4.3.8.1 If lhe Contractor wishes 10 make Claim for an Increase: In the Contf'2ct Time, written notice ;u provided herein stu.ll be given. The Contr2CIOC'S Claim shalllncJudc an c:5timate or CUM and or probable ecrecl or delay on progress of the Work. In the case of a conlinulng deby only one Claim Is necessary. 4.3.8.2 If :adverse wC<lthcr condlUons arc the ba.,ls ror a CbJm ror addltlon:LI lime, such ClaJm sh:LI1 be: ducumented by chta t r , \ . , '. ." subsunli:lllng lhal weather condldons wen: abnormal for the period of 'lme and could no' have been rcasonablyanlldpalCd, and lhat wcalher condltlons had an advcnc effect on the scheduled ronsuuctlon. 4.3.8 ""IV or Damage to P.r-. or PropIr1y. If either pony '0 the Con,ract surren Injury or damage to person or propcny bcc:ausc of an act or omlsslon of lhe other pony, of any of the olher party's employees or agcn..., or of olhen for whose acts such pony Is lcga11y Il2ble, wri'lCn notice of such Injury or damage, whclher or nol Insured, sIull be given to lhe other party wllhln a reasonable 'lme no' exceeding 21 days aIIer fInl observance. The nollcc sIull provide sufficicn' del2ll to enable the olher pony 10 Invesllg:llC the matter. If a CIalm for addl. tlonal CDS' or 'lme rebled to lhls 0aIm Is '0 be ....ned, It shall be rued as provided In Subparagraphs 4.3.7 or 4.'.8. 4.4 RESOLUTION OF ClAlIIS AND DISPUTES 4.4.1 The Archl'ect will review CbIms and take one or more of ,he following preliminary actions wllh!n ten days of receipt of a CbIm: (I) request addllionai supponlng dau from lhe cblman', (2) subml' a schedule to ,he ponies Indlcallng when the Arch!. 'ect CXpeclS '0 uke ac,lon, m reJec'lhe 0aIm In whole or In part, sullng reasons for rejection, (4) recommend approval of the CbIm by the olher party or (5) suggest. compromise, The Archllect may aiso, bu,ls not obligated '0, notify lhe surely, If any, of ,he nature and amount oflhe CbIm. 4.4.2 If a CbIm has been resolved, the Architect will prepare or ( obtain approprl2le documenu,lon. 4.4.3 If a CbIm has nO! been resolved, lhe pony making lhe CbIm shall, wllhm 'en days aIIer the Archllect'S pre1lrnirury response. take one or more oflhe following acdons: (I) submil .ddlllonal supponlng dau requested by the ArchllCCl, (2) modify ,he Initial CbIm or (3) notify the Archl'ectlhat lhe initial Cblm stands. 4.4.4 If a CbIm has not been resolved aher conslderaUon of lhe foregoing and of funher evidence prcscn,ed by lite p:utJcs or requested by the Archl,ect, lhe Architect wUl nolify ,he p:utJcs In writing ,h.. the Archllect's decision will be made within seven days, which decision sIull be IIn2I and binding on the ponies bu' subject to arbllratlon, Upon expiration of such lime period. the Archllec, will render '0 the ponies the Archl'ect's wrillen decision relative '0 Ihe CbIm. including any change In ,he Con,ract Sum or Contract Time or both. If lhere Is. surety and there appears '0 be a posslblU'y of a Con'netor's del2ull, Ihe Archllecl may, bu'ls nO! obllga'ed 10, nOllfy lhe surety and request the surety's :Lulst:lOce tn resolving the controversy. 4.5 ARBITRATION 4.5.1 Controv.1'IIea and Claim. SubilCl to ArbI1ratton. Any controversy or Cblrn arising out or or re:.&ted 10 the Contl"2ct, or ,he breach Ihereof. .hall be settled by arbllra,lon In accor. dance wllh the Conslructlon Induslry Arbltra,lon Rules of lhe American Arbllr:llkm Association. and ludgmenl upon lhe 4Iw4lrd rendered by the arbltl"2tor or arblU2tors may be entered in :lOy coun having jurl.sdlctlon thercor, except controversies or Cb.lms rebtln)t to acsthetlc effect and except those waived as provided fur In Subparagraph 4.,\.5. Such COnlrovenles 0' Claims upon which Ihe Archllecl has given nollce and rendered a decision as provided In Subparagraph 4.4.4 shall be subject '0 arhilr:l1lon upon written demand or either party. Arbltl"2tion may he commenced when 45 chys have passed after :Ii Claim " has bccn referred 10 lhe Archltecl:L. provided In Paragraph 4.' amJ no uccl,lon h:L\ hccn rendered. 12 A201.1987 AlA OOCUMEHT A201 . G!N!RAL CONOITl()~\ elt' Till'. (:e)NTRACT fe)R CONSTRUCTION. FOURTEENTH EnmON ...1.... . ClI9"' TIU! ...MERICAN INSTITIJTf.CJt' ARClIITt:(:r... 1'''Nf.W YORK AVf.Nllf.. NW, WASIIINCiTON, ()C.lOOO6 '1 I 4.1.2 RuIN ... NolIoI.Iof Arbllrallon. Claims berw=. the Owner and ConInCtOr nol raolvcd uncIcr Paragraph ... sIull, II subJect to arbltradon under subpangraph ..5.1, be dcdded by arbllradon In accordance wtlh the Construcdon Industry Arbitration Rules of the Amcrlcan Arbltradon AssocIation cur. renUy In cll'CCI, unIcss the panJcs mulUa11y agree otherwise. Nodoc or demand for arbltradon sIull be ftIcd In wrillng wtth the other pony 10 the Agrccmen' bccwccn lhe Owner and Con. IraCtOr and wllh lhe American Arbllradon AssocIadon. and a copy sIull be ftled wllh the ArchJlCCI. 4.503 Connl.1 PwforrnInce Durtng Arbllralton. During arbl. lradon procccdlngs. the Owner and Conlractor sIull comply wllh subpangraph ..3". 4.5.4 When Arbllralton M8y lie Demanded. Demand for arbl. ,radon of any Claim may no, be made unlU the earlier of (I) lhe date on whJch the ArchJ,ect has rendered a 0naJ wrillen deci. slon on lhe Claim, (2) lhe tenlh day aJlcr lhe parties have pre. scn,ed evidence '0 lhe ArchJtect or have been given reasonable opponunJ,y '0 do so, If the Architect has nOl rendered a 0naJ wrillen decision by lha, dale. or (3) any of lhe five evenlS described In subpangraph ..3.2. 4.5.4.1 When a wrillen decision of lhe Architect SU'es lha, (I) lhe decision Is 0naJ bUI subject to arbitration and (2) a demand for arbl'radon of a Claim covered by such decision must be made within 30 days aJler lhe dale on which the party making the demand rcccIves the llnai wrillen decision, lhen bIlure to demand arbl,ra'lon wl,hln said 30 days' period shall rcsull In the Archllect's decision becoming llnai and binding upon the Owner and Con'ractor. If the Archl,ect rcnden a decision aJler arbltradon proa:cdlnjp have been 1nl11:lled, such decision may be enlered as evidence, but shall not supencde arbltraUon pro- a:cdlnjp unless lhe decision Is accepuble 10 all parties concerned. 4.5.4.2 ^ demand for arbl'ration shall be made within lhe lime 1Im1... specified In subpangraphs 4.5.1 and 4.5.4 and Clause 4.5.4.1 as applicable, and In olher CISCS wll/tln a reasonable 'lme aJler lhe Claim has :uiscn. and In no e\'enl sha11I' be made aJler lhe dale when InsUtuUon of legal or equluble proa:cdlnjp based on such Claim would be barred by the applicable SUlU'e of IImlutions as detennlned pursuan, to Paragraph 13.7. 4.5.5 Umltadort on ConaoIIdlIton or Jolnder. No arbl,rallon arising out of or relating to the Conlracl DocumenlS sIull Indude, by consolidation or joinder or In any olher manner, ,he Archl'ect, ,he Architect's employees or consulunlS. excep' by wrillen conscn' containing specific reference 10 the ^S=' menl and signed by the ArchJcect, Owner, Contractor and any olher person or enlllY soughllO be Joined. No arbl,ratlon shall Include, by consolldaUon or joinder or In any olher manner, panics other lhan the Owner, Contractor. a sepat2te contr2C- to, as described In Article 6 and other persons subsun,laIIy Involved in a common questIon or (act or bw whose: presence Is required If comple,e reltef Is '0 be accorded In arbl,raUon. No person or entity orner (tun the Owner, Contractor or a sepa1'2tc cOnlraClor as described In Article 6 shall be Included as an orig' Inal Ihlrd pany or addlllona! third pony 10 an arbllraUon whose Imerest or rcsporulbillly Is InsuhsuntiaJ. Consem to arbltl'2Uon Involving :tn additional person or cnllly shall not COnstJIUIc~ consent co :ubltr.ulon or:ll dbpurc nOI described therein or with a person or coUly nOI named or described chercln. The Core. golog :agreemenc co 2lblcr2ce and other :agreements 10 :lrblcr2te with an addlUona! person orenUly duly conscn'ed.o by panics 10 the ^s=men, shall be speclncaily enforceable under appll. cable law In any coun having jurisdiction 'hereof. ~ 4.5.11 ClIlrne ifill TlmIly A..uon of ClIIma. A pony who Illes a nolla: of demand for arbitration mUSl ....n In the demand all ClaIms then koown to lila, pony on whlcll arbltra. lion Is pcnnltlCd 10 be demanded. When a pony bUs to Include a Claim lhrOugh ovenlahl, lnadvcnence or cxcusablc ncaJcct. or when:~ Claim has matured or been acquired lUbocqucnUy, the arbllrator or arbltra'o.. may pcnnll amendment. 4.5,7 Judgment on F1... AWlIId. The award rendered by the arbltra,or or arbitrators sIull be OnaJ, and Judgmcn, may be enlered upon II In acrordance wllh appllcablc law In any COW1 having lurlsdJctJon lhereof. -- ARTIClE II SUBCONTRACTORS 5.1 DEFINITIONS 5.1.1 ^ subconlractor Is a penon or enUI)' who has a dln:ct con'ract wllh the Contr.lC\or '0 perfonn a ponlon of lhe Work at lhe site. The 'enn "sUbconlr.lC\Or" Is refencd to lhroughou, the Con,ract Documento as If singular In number and means a Subcontractor or an aulhortzcd represenuUve of lhe subcon. lractor. The 'erm "Subconlractor" docs no' Include a scp:tr2le conUxlor or 5ubcontr2l.,."tors or :I separ.tce conlr.actor. 5.1.2 ^ Sub-subcontractor Is a person or enUIY who has a direct or Indlrect contract wllh a Subeonlractor '0 perfonn a ponlon or the Work at the slle. The lerm "Sub-subcontractor" Is refencd '0 Ihroughou, the Conlr.lC\ DocumenlS as If slnguIar in number and mcm.s :I Sub-subconll2ctor or an :luthortzcd rcprcscnu,jve of the Sub-subcontractor. 5.2 AWAIID OF SUIlCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 Unless otherwise sUted In the Conlract Docwncn... or ,he blddlng rcqulrcmen..., ,he Conlnetor, as soon as prat. IIcable aJler award or lhe Con,racl, sIull furnish In writing to ,he Owner through lhe Archllect lhe names of persons or enU. ties (lncludlng lhosc who.... '0 furnish materials or equipment rabrica'ed '0 a spccW design) proposed for each prlndpal por. 'Ion of the Work. The Architect will prompUy reply to the Con. 'netor In wri'lng sUllng whelhcr or nOl lhe Owner or the Archl'ect, aJler due InvesUgation, has reasonablc obJectIon to any such proposed person or enlll)'. Failure of the Owner or Archl'ectlo reply promp'ly shall COIl.<IIIUle nolla: of no reason. able objection. 5.2.2 The Conlractor shall no, con'ract wtlh a proposed per. son or entl'y 10 whom the Owner or Archllect has made rea. sonable and ,tmely obJ<<tlon. The Contnetor shall nol be required '0 con'ract Wllh anyone '0 whom lhe Conlr.lC\or has made reasonable obJection. 5.2.3 If Ihe Owner or Archllect has rcasonablc obJectIon '0 a person or en,l,y proposed by Ihe Conlnetor, lhe ConlraCtOr shall propose anolher 10 whom lhe Owner or Archl'CCI has no reasonable objection. The Conlr.lC\ Sum sIull be Inc:roscd or decreased by the dlfference In COSI OCC2SIoned by such change and an approprlale Change Order shall be Issued. However. no Increase In the Con'ract Sum shall be allowed for such change unless Ihe Contraclor has acted prompdy and raponslvcly In 5ubmllllng n:ames 25 required. 5.2.4 The Conlractor sha11 nOl change a subconlractOr, pcrIOrl or enlllY previously selected If ,he Owner or ArchllCCt malccs reasonable objection '0 such change. , I ALl DOCUMENT A201 . GENERAL CONOITION~ 0' TlfE CONTRACT 'OR CONST1UJCT10N . 'OUlTE!N'ni IDmON AlA- . () I'M' Tiff AMERICAN INSnn1Tp. Of ARCIllTECT~, "''iN!!'&' YORK AVENUI!. N ... WA.5HINGTON. 0 C. 20006 A201.1187 13 WAfU/INQ,U__opvtng_Us. e>oprllglIt_endlo...............-. 5.3 IIUlICOH'TlIACTAL MLATlOHI 1.3.1 By approprl2te agr<cmcnl, wrlllen where lcga11y required for vaIldJlY, the Conlractor sIull require exh subconlractor, 10 the CXlenl of the Work 10 be perfonned by the Subconuactor, 10 be bound to the ConlraCtor by lcnns of the Conlract Docu. men..., and to assume toward the Con'nctOr aIllhe obUgallons and n:sponslbilltlcs whlch the Contractor, by these Docu. mento, asawncs 10ward lhe OWllCr and ArchJlect. Each IUbcon. tract agr=ncnl sIull preserve and pro,ect the rtghto of the OWllCr and ArchJ'CCI under the Conlract Documcn... with n:spccl'o the Work '0 be pcdonned by lhe subcontnetor so lhal subcon'ractlng thereof wW nOl prejudice such rtghlS, and shall allow '0 the subcon'netor, unless specifica11y provided olherwlsc In the subconlract agreemen,. lhe benefit of all rtghto, rcrncdJcs and redress agains' lhe Conlraclor that 'he Contractor, by the Conlr:lC\ DocumenlS. has against the Owner. Where approprl2te. the Con,ractor shall require each subconlractor '0 en'er In,o slmll2r agrccmento wllh Sub-sub- conlraCton. The Contractor sIull nuke available '0 each pro- posed subcon'netor, prior to Ihe executlon of lhe subconlract agr<cmcn'. copies of the Contract Docwnen... '0 whlch the subcon'netor will be bound, and, upon wrillen request of the subconlr:lC\or, Identify 10 the Subcontractor 'erms and condi. tions of the proposed subconlract agreement which may be at variance with the Contract DocwnenlS. Subeonlractors shall slml!2rly nuke copies of applicable ponlons of such documenlS avallablc to thctr respccllve proposed sub-subcon'racton. 5.4 CONTINGENT ASSIGNMENT OF SUIlCOHTRACTS '.4.1 Eoch subconlraCl agreemenl for a ponlon of the Work Is assigned by lhe Con'ractor to the Owner provided lha', .1 asslgrunent Is effective only afler 'ennlnallon of the Conuac, by lhe Owner for cause punuanl to Para. graph 1.\,2 and only for those subcon,ract agreemenlS which Ihe Owner acCcplS by nollrylng Ihe Subcon. ,ractor In wri'lng: and .2 asslgrunentls subject to 'he prior righlS of Ihe sure,y, If any. obllgaled under bond rel:lllng to Ihe Contract. '.4.2 If the Work has been suspended for more than '0 day., the Subcontractor's compensallon shall be equlubly adjusted. ARTICLES CONSmUCTlON BY OWNER OR BY SEPARATE CONTRACTORS 11.1 OWNER'8 RIGHT TD PERFORM CON8TRUCTION AND TO AWARD SEPARATE CONTRACTS 8.1.1 The Owner reserves the right to perform constructJon or openrlons related 10 the ProJect with Ihe Owner's own (orees, and to aW2td separate COnU'i1CLS In connection wim olher par- lIam or the Protect or other construction or opcr:ulons on the slCe under CondlUons or the ConlDCI IdcnllC2.1 or substantially simUar to these including those ponloN reblcd 10 Insur:mcc and waiver of subrogallon. If lhe Contractor claims ,hat delay or addllionai cost Is Involved because of such action by Ihe Owner, the Contractor shall nuke such Claim as provided elsc. where in Ihe Contnct Document!. 8.1.2 When sq>:ar.uc contr,acts :arc :awarded ror different por- tions of the Prolecl or olher conslrucllon or opcr:Uioru on the SIIC, the term "Contraclor" to Ihe ConnOlel Documenu In c:ilch C':I.5C: shall mean the ConlraelOr who execules each sqnr:nc: Ownc:r.Concrilctor Agrttmenl. 11.1.3 The Owner sIull providc for coordlnallon of the actJv~ 'Ics of the OWllCr's own forces and of c:ach acptr8te coolrllClOr wllh lhe Work of the Contnctor. who sIull coopcralC wllh them. The ContnctOr shall panJclpa'e ,.Ilh other acptr8,e con. tracton and the Owner In rcvIcwtn8 their constnICIlon ocbcd- uIcs when dlrectcd to do 10. The ConlraClor sIull make any revisions 10 the construction achcdulc ond ConIraCt Sum dccmcd ncccssary after . join, review and mulUal ...........11. The cons'ruction schedules sIulllhcn constlNlC the schcduIcs to be used by lhe Contractor, scpar.t'e contraclOIO :and the OWllCr un'" subsequently revised. 11.1.4 Unless otherwise provided In lhe Contract Documents, when ,he OWllCr perfonms conslNCtlon or opcrallons rebted 10 'he Projccl wllh the Owner's own forces, the OWllCr sIull be deemed '0 be subjccl to lhe same obUgallons and to have lhe same righlS which apply to the Contractor under lhe Condl. lions of the Conlract, including. wlthou' excluding othen, lhosc su,ed In ArtIcle 3, lhls Article 6 and Artlcles 10, II and 12. 11.2 MI1TUAL RElIPOHSlIIlUTY 11.2.1 The Contrac,or sh:11 afford the Owner and scpar.I,e con. 'raClon reasonable opponunlty for introdUction ond storage of lhelr materials and equipment and performance or lhclr actlvl. ties and shall connCCl and coordfrute the Conlractor's con. 5lNctlon and operallons wllh theln as rcoulred by lhc ConlraCt DocumenLS, 8.2.2 If pon of ,he Contractor's Work depends for proper execu'lon or resullS upon conslNCIion or operations by the Owner or :I Kpat2te contr.actor, the Contr.actor shall, prior to proceeding with tha' ponion of lhe Work. promptly rcpon to 'he Archllect apparcn' dlscrcpanclcs or c1cfCClO In such other conslNction lhat would n:ndcr It unsuluble for such proper execu,lon and resul.... Failure of lhe ConlraclOr so 10 repon shall constl,ute an ackoowlcdgmcnl lhat lhc Owner's or scp:I' rate conlraclon' completed or p:tIllal1y completed constNCtlon Is fil and proper to rccctve the Con'ractor's Work, exa:ptas 10 defCClO nol then reasonably discoverable. 11.2.3 CDslS caused by debys or by Irrpropcrly limed actlvltlcs or defective constNction shall be bome by the party responsl. ble 'herefor. e.2.4 The Contractor shall promptly remedy cIanuge wrong. fully caused by lhe Contractor to completed or partially com. pleted cons,rucllon or '0 propcny of lhe Owner or acptr8lC contrac,on as provided In subpangraph 10.2.5. 11.2.5 Claims and olher dlspulCS and mallen In question bclwccn the Conlraclor and a acptr8,e con'ractor sIull be 1Ub- lect '0 'he provisions of Paragraph 4.3 provided the acporaIC COnlractor has reciprocal obllga'lons. 11.2.11 The Owner and ..ch scpar.tte con'ractor shall have the same rcsponslbllllles for culling and palchlng as :are dcIctlbcd for Ihe Contractor In Paragraph 3.14. 11.3 OWNER'8 RIGHT TO CL!AN UP e.3.1 If a dlspu'e :uIscs among the Con'raclOr. scpIr.W: con- lracton and ,he OWllCr as to the responslbWty under their respective contracto for malnuinlng the premises ond around- Ing arc:a free from waste ma,crtals and Nbblsh II dt..c.1bcd In Paragraph '.15, lhe Owner may clean up and a1loate the COIl among Ihosc responsible as ,he ArchllCCl dcIcrmlnCIlO be JuIl. 14 A201.1887 AlA 00CUItIlHT A201 . GENERAL CONDITIONS Of TilE CONTRALI POR CONSnUCTlON . rouaTIIHTH IDI1'IC* AlA- . 1D It)H' Tm. AMlRIt:AN INSTITUTE Of ARCIllTECTs, 1"\ NE..... YORK AV!NUE., N.W., WASHINGTON, D.C. 20006 WARNING: UntlcenMd pholOcopftng rioCItM US. copvrlghl '-" and 1.1Ubttct Ia.... pi II C IIIon. l . j J ] 1 l J ( " , \ 'J \ ~ '1 I ~ J , I 1 ) \ . . ARTICLE 7 CHANOESIN THE WORK' 7.1 CHANQE8 7.1.1 Changes In lhe Work may be accomplished aIIcr cxccu. lion of the Con'net, and wllhout lnva11dallns lhe Conlract, by Change Order, ConslNCtlon Change DlrccIlve or order for a mlno, cl1angc In the Work. sublcct '0 lhe UmltaUOns staled In Ihls Article 7 and elscwhere In the Conlract Documents. 7.1.2 A Change Order shall be based upon agreement among ,he Owner. Con'netor and Archl'ect; a ConslNctlon Change Dlrcctlve requires agreemenl by ,he Owner and ArchllCCl and mayor may no' be agreed 10 by ,he Contractor; an order for a minor change In lhe Work may be Issued by Ihe Archl'ect alone. 7.1.3 Changes In the Work sIull be performed under appll. cablc provisions of lhe Con'ract DocwnenlS, and ,he Conlrac- 'or sIull proceed prompdy, unless olherwlse provided In ,he Change Order, ConstNClion Change Dlrcctlve or order for a minor change In ,he Work. 7.1.4 If unl' prices :arc staled In lhe Con,raCl DocwnenlS or subscqucnlly agreed upon. and If quantl'Jcs origlrully con. templated :arc so changed In a proposed Change Order or Con. SlNctlon Change Dlrcctlve lhal appllca'lon of such unll prices 10 quan,ltles of Work proposed will cause substanll2llnequl,y to Ihe Owner or Con,ractor, ,he applicable unit prices shall be equitably adjusled. 7.2 CHAHClE ORDERS 7.2.1 A Change Order Is a wrillen Ins'Nmenl prepared by the Architect and signed by lhe Owner, Contractor and Archllecl, staling lhelr agrccmenl upon all of Ihe following, .1 a change In the Work; .2 the amounl of the adjuslmenlln ,he Conlract Sum, If any; and .3 the ex'ent of ,he adjusunenlln 'he ConlraCl Time, If any. 7.2.2 Melhods used In de'ermlnlng adlus,menlS to the COnlract Sum may Include ,hose Ils,ed In Subparag..ph 7.3.3. 7.3 CONSTRUCTION CHAHClE DIRECTIVES 7.3.1 A Cons'Nctlon Change Directive Is a wrillen order pre. pared by the Archl'ect and signed by ,he Owner and Archllec,. directing a change In Ihe Work and Slallng a proposed basis for adjustment, if any. In the COOlDCI Sum or Contract Time. or bolh. The Owner may by Construction Change Directive. wUhOUl lnvalld2tlng the Contr::lct, order changes In the Work wllhln the general scope of the Conlract consisting of addl. 1101'\5, deletiOns or other rcvlsiolU. the Contr:act Sum and Con- 'ract Time being adlusled accordingly. 7.3.2 ^ Construction Change Directive ,hall be used In ,he :;absence of tOI;U 2grttment on the terms or a Chmge Order. 7.3.3 tr the CoMINelJon ChiU\ge Dirccllvc provhJC5 (or ;an adjustment to the Conlr.lC\ Sum, Ihe adjustment shall be b2..liCd on one of the following mcthlXilj: .1 mUIU4lI acceptance of ;.l lump sum properly itemiZed and 5uprx>ned by surnclCOl 5ub51;lntlallng lb.l.. 10 per- mil cvalu:ltlon; .2 unit prices !(;lled in the Conlract [)ucumenu or sub. sequently agreed upon; ~ I .., .3 cost 10 be dclcrmlncd In a manner agreed upon by lhe panJcs and a mullla11y acccptablc ftlled or perccn,. age rCCi or .4 as provided In subpangraph 7.'.6. 7.3.4 Upon rcccipl of a ConstNCdOn Change DlrccIlve, the Contractor sIull prompdy proceed wllh the cIw1gc In the Work Involved and advise the ArchllCCl of the ConuactOr's agreemen' or dlsagreemerll wllh the mclhod, il any, provided Ullhe Cons,rucUOn Change Dirccdve for delCrmlnlng lhe pro- posed adjusuncnt In the ConlraCl Sum or ConlraCl Time. 7.3.5 ^ ConslNctlon Change DIrective signed by lhe Conlrac. lor Indlcates lhe agrccmcnt of ,he Con'ractor ,herewith, Includ. Ing adjusunent In Conlr:lCt Sum and Contract Time or lhe melhod for delermlnlng Ihem. Such agreemen' ohaIl be errec. ,Ive Immcdblcly and sIull be rcconlcd as a Change Order. 7.3.5 If lhe Conlractor docs no' respond promplly or disagrees wllh ,he method for adjustment In ,he Conlnet Sum. Ihe method and Ihe adjusunenl sIull be de,ermlned by lhe Archl- lect on lhe basis of reasonable expcndllu,es and savings of lhose pe,formlng the Work allributable 10 the clUnge, Includ. Ing. In case of an Increase In lhe Contract Sum. a reasonable allowance for overhead and profi!. In such case, and aiso under Clause 7.3".3, Ihe ConlraClor shall kecp and p,cscn'. In such form as the Archllecl may prescribe. an Ilemlzed accuuntlng togelhe' with approprl2'e supponlng data. Unless Olherwlse provided In the Contrac, DocwnenlS, COSlS for the purposes of this Subparagraph 7.3.6 sIull be Umlled '0 ,he following' .1 CDSlS of labor, including socl2l sccuri'y. old age and unemploymenl Insurance. fringe benefilS required by agreement or custom, :md workcn' or workmco's compensation insurance; .2 coslS of ma,erl2ls, supplies and equipment. Includ. Ing CDS' of lranspona,lon. whether Incorpo,,'ed or consumedj .3 rental CDSlS of machinery and equlpmenl. exclusive of hand tools, whether rented rrom Ihe ConuaclOr or others; .4 COSlS of premiums fo, all bonds and Insurance, permll fees. and sales. use or similar talles relaled to the Work; and .5 addlllonal coslS of supervision and llcld office person- nel directly ,"ributable to lhe change. 7.3.7 Pending final delermlnatlon of COSl 10 Ihe Owner. amounlS nOl In dlspule may be Included In Applicallons for Payment. The amounl or credit 10 be allowed by the Contr:lc. lor to Ihe Owner ror a delelion or change which results in a net decrC2SC in the Contract Sum shall he actu;l) net cost as con. firmed hy Ihe ^,chllect. When bOlh .ddillons and credllS covering rebted Work or subslllutlon." ;ue Involved in a change, the allowance ror overhead and profit shall be: ngured on the basis or net Incrc:l.'iC, Irany. with respccllO that change. 7,3.8 If Ihe Owner 2nd COOlr:lctor do nOI 2Rra: with the 2dlU!itmentln Contf'2ct Time or the method ror determlninR II, the adlu.'1meOl or the method shall be referred 10 1he Archi1cct ror de:termin21Ion. 7,3.9 When the Owne:r :lOll Cunlr.u:wr aRret' with the deter. mlnatlon m2de: hy the: Archltcct concerninR the adJustme:nts In the: Conlrolcl Sum and ControlCI Time. or OIherwbc reach :ljitl'ee. ment upon Ihe: acJjwtments, such 2greement sh;l)1 be: effective: imme:cJ12tcly ~CJ sh2.l1 be recorded by pre:par.nion and exC'Cu. Ikm ur;1O appropriate: Change: Order. I AlA DOCUIUHT A201 . GENERAL CONDtTlONS OF TIlE CONTRACT FOR CONsnU<."ON . FOURTEENTII EDITION AlA_ . <tl 19111 TIlE AMERICAN tNSTITUTE OF ARt:lIITEcn. 11~\ NEW YORK AVENUE. N W . WASIlIf"GTON. 0 C l.lIl)(1 WARNING, Unl_ p/1otoco!Iylng _ US. OGPIrtghl - ond II oubIo<1la IogaI ptOMCUtIon. , A201.1887 15 . . c 7.4 IIIlOIl ~'IN THII WOllK ARTICLE e , 7.4.1 The ArchJtCCl wtU have aulhorilY to order minor citangcs PAYMENTS AND COMPLETION In the Work not involving adjusunen' In the ConlraCt Sum or cxtcnslon of the Con,ract Time and 1101 Inconslstenl wllh lhe 11.1 COHTllACT SUM Intent of the ConlraCt Oocumcn.... Such c:/tanaCS shall be '.1.1 The Con'ract Sum Is stated In lhe Agrccmen' and,lnclud. cJl'ccted by wrltlen order and sIull be binding on lhc Owner and ConlraCtor. The Conlractor sIull carry ou, such wri'lCn Ing ,ulhorlzcd adJusuncn..., Is the ,oul :amounl poyablc by the orden promplly. Owner 10 the Conlractor for performance of lhe Work unclcr Ihe Conlract Documento. ARTICLE 8 '.2 ICIlEIlULE OF VALUES '.2.1 Before the lint AppUctllon for Paymcnl, the Conuactor TIME shall submit '0 Ihe Architect. schedule of values aIloaled '0 various ponlons of Ihe Work, prepared In such form and sup- 11.1 IlEI'lN/TIOHlI poned by such wta 10 subsunll2te IlS accuracy as lhe ArchJ'ect '.1.1 Unless olhcrwlse provided, Conlrac, Time Is the pcr10d rn.y require. This schedule, unless objected '0 by lhe ArchJtect. of lime, Includlng .ulhorlzcd .d/ustmen..., aIloned In lhe Con. shall be used as . basis for reviewing lhe Contractor's Appllca. lract Documcn... for subsunll:ll Comple'lon of ,he Work. 'luns for P.yment. '.1.2 The date of commencement of lhe Work Is the wte '.3 APPLICATIONS FOIl PAYMEHl' esubUshed In lhe Agn:erncrll. The w,e shall no' be postponed '.3.1 AI least len wys before lhe w,e established for each by the bIlurc '0 2CI of the Con'ractor or of persons or enlltlcs progress paymcnl, lhe Contractor shall submit '0 the ArchUect for whom the Conlnctor Is responsible. an I,emlzcd Application for Paymenl for operallons completed '.1.3 The w'e of sub!unll:ll Complellon Is the wle cenlOed In accordmce wl,h ,he schedule of values. Such .ppllcallon shall be notarized. If required, and supponed by such wta by lhe ArchIICClIn accordmce wl,h Paragraph 9.8. sub!tantl:lllng the Contractor's right to paymen, as.'he Owner '.1.4 The 'crm "wy" as used In ,he Contract DocumenlS shall or Archl'ect may require, such as copies of requlsltJons from mean alcndar wy unless olherwlse spccillca11y defined. subconlractor> and m:llerl:ll suppUcn, and rel1cctlng retain:lge '.2 PROllRESS AND COMPLETION If provided for elsewhere In the Con,l2CI DocumenlS. '.2.1 Time IimllS sta,ed In ,he Contract DocumenlS arc of lhe '.3.1.1 Soch appllcallons m.y Include requeslS for payment on - essence of the Conlnet. By exceu'lng the Agrccmenl lhe Con. accounl of changes In the Work which have been properiy ( 'ractor confirms ,h.t 'he Contract Time Is . reason.ble period 'ulhorlzcd by Cons'Ncllon Change Directives bUI not yet for performing lhe Work. Included In Change Order>. '.2.2 The Contnetor shall not knowingly, extcp' by agree. '.3.1.2 Such .ppllcallons m.y no, Include requeslS f~r pay. -. ment or lnslNCtlon of lhe Owner in wrhlnS. prematurely com. ment of amounts the Contractor docs nm inlend to pay Co a mcnce Opcr2Ik>ns on the site or elsewhere prior co the effective SubconrC'2.ctor or m,iItcriaJ suppUcr bcausc: of:l dJsputc or other Wle of Insurance required by Article II '0 be furnished by the reason. Contr2Ctor. The date of commcncemcm of the Work shaU nor '.3.2 Unless otherwise provided In ,he Conlnet DocumenlS, be changed by lhe cff<ctlve wte of such Insurance. Unless the payments ~hall be made on account of matcrbb:and cqulpmtnt wte of commencement Is established by . nollce 10 proceed delivered and suitably stored.. ,he slle for subscqucn, Incor. given by the Owner, 'he Con'ractor shall notify ,he Owner In porallon In lhe Work. If .pproved In .dvance by the Owner, wrlllng no' less Ihan nVe wys or o'her agreed period before p.ymenl m.y similarly be m.de for malerl2ls and equipment commencing lhe Work '0 pcnnlt ,he 'lmely ruing of mongages, suitably Slored off the sl'e .t . Ioation agreed upon In wrtllng. mechanlc's liens and olher sccuri'y IntereslS. P.yment for malerl2ls and equlpmenl Slored on or off the site '.2.3 The Contrac,or shall proceed expeditiously with .de. shall be condltioned upon compliance by Ihe Conlnetor wt,h quo'e forces and shall achieve SubSlan,1:ll Completion wllhln procedures ..'Isf.ctory '0 ,he Owner to estabUsh the Owner's ,he Contract Time. title '0 such m.terl:lls and equipment or o,herwlse pro,ec.lhe Owner's Inlerest. and shall Include .ppllablc Insurance, '.3 DELAYS AND EXTENSIONS OF TIME Slorage and lransponallon to Ihe site for such malerl2ls and '.3.1 If Ihe Contractor Is del.yed .t any lime In progress of the equipment 510ra1 off the slle. Work by an .ct or neglect of the Owner or Archllect, or of an '.3.3 The Con'ractor warranlS 'h.t ,Itle 10 all Work covered by employee of ellher, or of. separate conlractor employed by an Application for Payment will pass to the Owner no b,er 'han ,he Owner, or by ch.nges ordered In the Work, or by I.bor lhe ,Ime of payment. The Contractor funhcr warranto ....1 dlspules. nre, unusual del.y In deliveries, un.volwble casuallles upon submlllal of an Appllca,lon for Paymcnl all Work for or Olher ClllSCS beyond che Conlr2CIOr'S romeol, or by dc:l2y which Centnca'es for P.ymen, have been prcvtously Issued ,ulho,lzcd by the Owner pending arbllrallon. or by other ;md p:l.)'mcnts received rrom the Owner sha1J. 10 lhe best ohhc causes which ,he Archllect determines m.y lus'ify dcl:ly, Ihen Contractor's knowledge, Inform:lllon and beUcf, be free and ,he Contral1 Time shall be extended by Change Order for such clear of liens. cl:llms. sccurilY In'eresto or encumbrances In rOM>nablc tllne as the Architect may determine. f:lvnr o( the Cuntr.lclOr. Subcontrxtots. maleria1 suppUen. or '.3.2 Claims rel.tlng 10 lime shall be m.de In accordance wllh olher persons or enlltlcs making. cialm by reason of h:tvlng .ppllcable provisions of Paragraph 4..1. provided I:Ibor, m..erl:lls and equlpmen' rebllng 10 .he Work. 8.3.3 This Paragraph 8.J de"" nlll preclude recovery of dam. '.4 CERTFlCATES FOR PAYMENT , ;IRe:. (or dcby by cllhcr panr under mhcr provisions or Ihe '.4.1 The Archl'CC1 will. wl,hln seven wys after n:a:tpc at the Cnnlr:lct Document". COnlrJClnr's Appllcallon for Paymcnl, ellher IIIue 10 the , 18 A201.1987 AlA DOCUM!HT A20t . GENERAL CONomONS Of TIfE CONTRACT ,oa CON5T1lJCnON . I'CIUITdNTM IDIT10N AI"- . \01987 TIlE AMERICANIN5TtTt1T! 0' ARCIfITEC:n, 17}\ N!." YORK AV!NUI. N.W., WASHINGTON. D.C. 20006 WARHtHO: Unl5cenMd ph.G' ~ C ap.jing vtolMM U.S. CGPrYtoht 18Wl1nd tllUbftct to IIgII ptaIICUdon. 1 .1 l '1 ., J owner a CcrIlficale for Paymen" wllh a copy '0 the Conlrac. 'or, for such amoun' as the ArchJlect dcIermlncs b properly due, or nollty the ConlraCtor and Owner In wrtllng of lhe ArchltCCl'S rcaoons for withholding ccnlrlcatlon In wholc or In part as provided In subparasraph 9.S.1. 1.4.2 The Issuance of a CcrtUIcate for Paymen' will constJ'ulC . rcprcocntallon by the ArchJlect to lhe OWllCr, based on the Archl'CC1'S observations at the slle and lhe data comprising the AppIlc2llon for Payment, thai the Work has progressed '0 lhe polnl lndIclled and that. '0 lhe bcsl of lhe ArchllCCl's koowl. edaC, Infomullon and bcIlcf, quall'y of the Work Is In accor. dance wllh the Conlr:lct DocwnenlS. The foregoing representa. lions arc subJect to an evaJuallon of lhe Work for conformance with the Contract DocwnenlS upon SUbsWlllal Complellon, 10 rcsulto of subsequent 'es'" and inspections, 10 minor deviations from the Conlr:lCl Docwnento correctable prior 10 completion and 10 spcclllc qua11ficallons expressed by the Archl,ecl. The Issuance of a CcrIlfica'e for Paymen' will funher constitute a representalion thallhe Conlractor Is enlltlcd '0 paymen'ln lhe amoun' ccrtlIled. However, lhe Issuance of a Ccnlfica,e for Pay, ment will no' be . representation ,hat the Archl'ect has (I) made cxluus,lve or continuous on.sl,e inspections 10 check the quall'y or quanlllY of lhe Work, (2) reviewed constNc,lon means, methods, lechnlques, sequences or procedures. (,) reviewed copies of requlslllons rca:lved from Subcontractors and material suppUcn and olher data requested by lhe Owner '0 substantla,e the Conlractor's rtsh' 10 payment or (4) made CJCII\llnation '0 asa:nain how or for wha, purpose Ihe Conlrac. tor has used moncy p,evlously paid on accoun' of lhe Conlract Sum. 1.5 DECISIONS TO WITHHOLD CERT1f1CATlON 1.5.1 The Archllect may decide not '0 cenlfy paymenl and may withhold a CcnJJ1cate for Payment In whole or In part, '0 lhe CltIenl reasonably necessary 10 prolectlhe Owner, If In lhe ArchllCCl's opinion the representalloll.< 10 ,he Owner required by subpangraph 9.4.2 canno' be made. If the Archllecl Is unablc '0 cenify payment In ,he amount ofthe Application, the Archl'ect will nollfy ,he Contractor and Owner as provided In subpangraph 9.4.1. If Ihe Conlractor and Architect cannot agree on a revised amoun', ,he Archllect will promplly Issue a CcrIi/lcate for Payment for lhe amoun' for which ,he Archllecl Is ablc to make such rep=ta,lons 10 lhe Owner. The Archl. 'CC1 may aiso decide not 10 cen.fy payment or, because of subscqucolly discovered evidence or .ubsequenl observallons, may nullify the whole or a part of a Ccnlficate for Payment previously Issued. to such cxten' as may be necessary In the Architect's opinion to protect the Owner from loss bcc:ilusc of: .... .1 defective Work no' remedied: .2 Ihlrd party claims filed or reasonable evidence Indlcal. Ing prohable filing of such cblms; .3 failure of lhe Contractor 10 make paymenlS p,op' crly 10 SubcOnlr.lctorS or for I:loor, m:uerlab or equipment; .4 f'C2.S(J02ble evidence thoU the Work C:lOnUl be com. pleted for the unpaid babm.'c of the Conlr.lCI Sum; .5 dm-uge to the Owner or :another contr.u.:wr; .8 roson:ablc evidence th:lt the Work will nul be com. pleted within the Contner Tlmc. :.md lh21lhe unpaid babncc wuuld not be ildequ:nc to cuver :n:IU21 or liquidated cJ2m:lge5 for the ;mtlclp:ueU dcby; or .7 persistent rallure to l';lJ'ry out the Wurk In accorwnce with the ContrJct Documenl!\. ~ 1.5.2 When lhe above reasons for Withholding cert1ftallon arc removed, cenlficallon will be made for amounts previously wllhheld. 1.5 PROCIRI!Ill PAYIIEHTII l,e.1 Aller lhe ArchJlCCl has Issued a Ccnlftcale for Payment. the OWl1Cr sIull make payment In Ihe manner and wllhln the 'lme provided In lhe Conlr:lCt Docwnen..., and sIull so noUIy the Archl'ecl. l.e.2 The Contractor sIull promp'ly pay each subconlraCtor, upon rca:lp' of paymen' from the OWl1Cr, out of the amount paid 10 lhe Con'ractor on account of such subcon'ractor's por. 'ion of lhe Work, lhe amount '0 which saki Subcon'netor Is entllled, refiec'lng percenugcs actually retllned from paymen... to ,he Contnetor on accoun' of such Subcontractor's ponlon of ,he WOIk. The COntractor sIull, by approprl2'e agrccmcn' wllh each Subcontractor. require each subconlnetor 10 make paymenlS 10 Sub-subconlracton In slmll2r manner. l.e,3 The Archl,ect will, on request, furnish to a subconlr:lC' lor, If pracllcablc, InfonnatJon regarding percenugcs of com. pletlon or amounlS applied for by lhe Conlractor and actiOn taken Ihereon by the Architect and Owner on accounl of por. 'Ions of lhe Work done by such Subcontractor. l.e.4 Nelthcr the Owner nor Archllect shall have an obligation '0 payor 10 see 10 the paymen' of moncy '0 a subcon,ractor exccp' as may OIherwlse be required by law. l.e.5 Paymen'lo malerlal suppllen sIull be IrcalCd In. manner .lmllar 10 Ihal provided In Subparagraphs 9.6.2, 9.6.' and 9.6.4. 1.5.e A Ccnlncale for Payment. a progress payment. or partial or enllre use or occupancy of ,he ProJect by the OWllCr sIull no' consUlUle acceptance of Work no' In accordance with the Contract Documen15. 1.7 FALURE OF PAYMENT 1.7.1 If Ihe Archllecl docs not Issue a Ccnlficale for Payment, Ihrough no raul' of lhe Conlr:lClor, within scven rl2ys after recelp' of lhe Contractor's AppUca'ion for Paymen', or I/' the OWl1Cr docs no' pay the Conlractor within scven days after lhe date established In lhe Contracl Docwnento the amounl a:r. ,Ificd by ,he Archllect or awarded by arbllratlon, then the Con. tnetor may, upon seven addlllonal days' written nollce '0 lhe Owner and Archllect. SlOp lhe Work until payment of lhe amount owing has been rca:lved. The Con,ract Time sIull be extended appropriately and lhe Conlr:lC\ Sum sIull be Increased by lhe amounl of the ConlractOr's reasonable CDSlS of .hu'-down. delay and sun.up. which shall be accomplished as provided In Article 7. 1.8 SUBSTANTIAL COMPlETION I.S.1 Sub,unllal Comple,lon Is Ihe suge In ,he progress of lhe Work when lhe Work or designated ponion ,hereof Is suffi. cientl)' l"'Omple:te: in accordance with the: Contr:lct Docwnen15 50 the Owner can occupy or utllltt the Work for I... Intended use:. 9.8.2 When the Contr.lClOr considers thaI the Work. or :a por. lion thereor which the Owner agrees 10 accept sc:p:ar.ately, ls ,ubSlanUally complc,e. the Conlractor shall prepare and submll to the: Architect ;,a comprehensive USI or Items to be completed or corrected. The Conlractor sh:a.ll proceed promptly to com. plete ;,and correct items on the Use. Filllurc to Include an Item on such Ilsl ducs nUl .Ile' .he respun,lblll'y of ,he Conlractor to complete :&11 Work In accordance with Ihe: Contract Doc:u. menLS. Upon receipl or the Cnntr.lctor's 115t, the Architect ...W make :In Inspection (0 detennlnc: whether the: Work or dcsIg. I AlA DOCUIIUfT A201 . GENERAL CONDITIONS UF TIlE CONTRACT fOR CON~TRlJl."'lDN. FOURTEENTII EDITION AlA- . ClI9tt7 TIlE AMERICAN INSTITUTE OF AIlUlITEcn. 17~' NEW YORK A"ENIIE. N w. wASIIINGTON. U C ~IU.lh A201.11l17 17 WARNING: UnI_ plio_lng_U.S. copyrli!h._llldlll4lbjoclto__llon. ... ~- , . na'ed ponion thereof Is subsun'la11y comple,e. If lhc Archllect's Inspcctlon discloses any Item, whether or nol Included on lhc Contractor's lIsl, which Is no' In accordance with lhe rcqulrcmcnlS of lhe Conlract DocumcnlS, lhe Conlr:lC- lor sIull. befon: Issuance of the CcnlncalC of subsunlW Com- pletion, comple,e or corrce\ such Uem upon nOllflcalion by lhe Archl'ect. The Con'ractor sIull lhcn submit a requcs, for anolher inspection by lhe Archllect to determine SubstanlW Completion. When lhe Work or deslgruled ponlon lhereof Is subsunllai1y complete, lhe ArchJtect will prepare: . Ccnlllca,e of subsunlW Completion whlch sIull establish lhe date of Sub- sunlW Completion, sIull establish responslbWtJcs of lhc Owner and ConUXlor for security I maintenance, heat, utWtJcs, cIanuge '0 lhe Work and Insurance, and shall fur lhe time wUhln which lhe ConlraCtor sIull rllllsh all Uems on the list accompanying lhe Ccnincate. w:uranucs required by lhe Con- ,ract Docwnento sIull commence on lhe da'e of SubsunlW Completion of the Work or designated ponlon thercof unless olhcrwlsc provided In lhe Ccnlncate of SubsunlW Comple- tion. The Ccnlnca'e of substantW Comple,lon shall be sub- mUted 10 the Owner and Con'raclor for their wrilten acccp- 'ance of responslbUllles assigned to them In such CcnlOca'e. 8.8.3 Upon Subsun,W Comple,lon of lhe Work or deslgnaled ponlon thereof and upon application by lhe Contractor and ccnlOcallon by the Archl'ec" the Owner shall make paymenl, rencctlng adJwunen,In reulnage, If any. for such Work or por- 'ion lhereof as provided In Ihe ConlraCI DocumenlS. 8.8 PARTlAl. OCCUPANCY DR USE 8.8.1 The Owner may occupy or use any comple'ed or par' 'la11y completed ponlon of lhe Work at any suge when such ponlon Is designated by separate agrccmen' wllh the Conlrac. tor, provided such occupancy or use Is conscn'ed to by lhe Insurer as required under Subparagraph 11.3.11 and aulhorizcd by public authorilJcs having Jurisdiction over lhe Work. Such pani2J occupancy or use may commence whether or not the ponion Is subsun'la11y complc,e. provided 'he Owner and Conlractor have aca:p'ed In writing lhe responslbUlties assigned '0 each of lhem for paymenlS. reulnage If any, secu. rity, malntenancc, hot, utilities, damiilgc: to the Work and Insur. ance, and have agreed In writing concerning 'he period for cor. rectlon of the work and commencement of w:a.rr.ullla required by lhe Contract DocumenlS. When the Con,ractor consldcn a ponlon subsun,Wly comple,e. the Conlractor shall prepare and submll a lIsl to the Archl'ect as provided under subpangraph 9.8.2. Conscnl of lhe Conlrac'or '0 panlal occu. pancy or use shall no' be unreasonably wl,hheld. The stage of ,he progress of lhe Work shall be delermlned by wrilten agree. ment between the Owner and Contractor or, If no agreement is reached, by decision of Ihe Archllect. 8.8.2 Immedla'ely prior to such panW occupancy or use. 'he Owner. Contl'2clor and Architect shall Jointly Inspect the arc to be occupied or portion of the: Work 10 be used in order (0 dc:tc:nninc: and record the: condlllon of the Work. 8.8.3 Unless olherwlse agreed upon, panlal occupancy or use of a ponion or ponlorLS of the Work shall not constitute: ",(ccp. tancc: of Work nOl complYing with the rcqulrc:mcnl\ of the: Conll'2iet Documenl5. 8.10 F1NAL COMPlETlOH AND FINAL PAYMENT 9.10,1 Upon receipt of wrinen nOlice lhalthe Work Is ready (or nnal Inspection and acceplance and upon receipt of annal Appllc:ulan for Payment, Ihe Architect will promptly make such Inspcclion and. when 'he Archl'ect finds Ihe Work acccp" able under the Conlract Docwnento and the Conlra<:t fully per. formed, lhe Archllect will promptly Issue a final CcrtlI\cale for Paymenl staling lha' to lhe best of lhe Architect'. koowlcdac, Infollllalion and belief, and on the basis of lhe ArchJ'CCI'S obscrvalions and inspections, the Work has been completed In accordmce wtlh terms and condl'lans of the Con,ract Docu- mento and lhat lhe enUre balance found to be due lhe Conlr:lC- 'or and no'ed In said final CcniOcale Is due and payablc. The Archl'ect's final CcnlOcale for Payment will consUlUle a runher reprcscntallon lhat condlUons Ils,ed In Subpangraph 9.10.2 as prca:denl to lhe Contractor's being enlltled 10 final payment have been MOIled. 8.10.2 Nellher final payment nor any remaining retained percentage shall become due unlll ,he Conlractor submll5 '0 lhe Archllect (I) an affidavl,lhat payrolls, bills for ma,erl2ls and equlpmen', and olher Indeb,edness connected wllh lhe Work for which the Owner or the Owner's propeny mlghl be responsible or encumbered Oess amounlS withheld by Ownc,) have been paid or olherwlsc satlsned, (2) a ceniOca'e evldenc. Ing that Insurance requl'ed by ,he Coluract DocwnenlS to remain In force aner final paymen,ls currentiy In effect and will not be cancelled or allowed 10 expire until at least 30 days' prior wrillen noUce has been given '0 lhe Owner. (3) a wrinen sl:ucment that the Conrnctor knows of no substantbJ re250n lhal Ihe Insurance will not be renewable '0 cover lhe period required by lhe Conlract DocumenlS, (4) consent of surety, If any, to Dnal paymenl and (5). If required by lhe Owne" olher data establishing payment or satlsfacllon of obllgallons, such as rC1.'cIplS, rei..... and waivcn of liens, clalms. securilY InlereslS or encumbrances arising out of the Conll'2Cl, to the extent and In such form as may be designated by the Owner. If a Subcon. II'2CIOr refuses 10 furnish a release or waiver required by the Owner, lhe Conlractor may furnish. bond satisfactory '0 lhe Owner '0 indemnify Ihe Owner agains' such lien. If such lien remains unsatisned afler payments arc made, the Contl'2Clar shall refund '0 ,he Owner all money that lhe Owner may be compelled to pay In dlscharglng such lien, Inciudlng all coslS and reasonable anomeys' (ees. 8.10.3 If, after Subsun,W Completion of lhe Work, final com. ple,lon lhereof Is materl2Uy delayed 'hrough no fault of the Con,ractor or by issuance of Change O,den affecting final comple,lon, and the Archl'ect so connrms, 'he Owner shall. upon appllcaUon by It., Contraclor and ceniOcallon by ,he Archllecl, and wlthoUl terminating Ihe Contl'2ct, make payment orthe balance due for lhat ponlon of Ihe Work fully compleled and accepted. If ,he 'emalnlng balance fo, Work nO! fully com. pleted or corrected is los th:m retainage stipulated in the Con. tracl Documents, and If bonds have been furnished, the wrlnen comenl o( surety to paymenl o( the baJance due (or Ihal por. 'Ion of lhe Work fully compleled and acccp,ed shall be subml'. led b)' the Contnetar to the Archittcl prior 10 cenlnC2tion o( such payment. Such payment shaJl be made under terms and condltlon.~ governing nnaJ payment, except that it shaJl not constitute a 9o'aiver of claims. The making of nnal payment shall constitute a w:liver uf claims by the Owner :as pro\'ldcd in Sub. paragraph 4.~.5 i,10,4 Accept1l1l'e o( nn1l payment by Ihe Contr:n:tor, a Sub. cuntl'2ctor or malerial supplier !lJhall eon.~t1tute a w:Uver of <<.:Ialms by 111;11 payee ueepl tho.\C pn:vlou.~ly made In wrillnM ;md identlned by th;&t p;&yee :as un~nled al the lime of nnal Applll-,ulon (or P;&ymenl. Such waivers shall be in :addition 10 the w;&iv~r de!K:rlbcd In Suhp:ar:tKraph 4.3,c;, 18 A201.1987 AI.\ DOCUM!HT.uot . GENERAL CONDITION" Of Till! O)NTRACT fOR (ON'HRl:(:TION. fOURTEENTII !DlTlON AlAe. rOIl/it? TltF. AMERICANINSTtTlITE OF AMCIIITf(:T\, I~'''i NEW "IIRK AVF.NI'F., ~~', WASIlINGTON. () C llU~ WARNING: Unlk:oenMd photocopying vlolatH U.S, copyright tift and II IUbttc1 10 ltQel proMCU1lon, "" ( r ( , .. .' 1 , J, J. ,I q D n ] 1 '1 I I I , ~ " u J 'f , .J I J J '1 ARTIClE 10 PROTECTlONOFP~NSANDPROPanY 10,1 lIAFETY PRECAUTIONS AND PROOIWI8 10.1.1 The Contnetor shall be responsible for lnJ'lallng,lll2ln. ulnlng and supervising all safety prcc:tutlons and programs In connection w11h the performance of lhe Con'ract. 10.1.2 In the cvcnl the Contractor encounlers on Ihe site malertai reasonably believed '0 be asbestos or polychloMa'ed biphenyl (PCB) which has not been rendered harml..., the Con'netor shall Immccll2tely stop Work In the :uc:I affected and repon ,he condllion '0 lhe Owner and Architect In wrillng. The Work In lhe affected .... shall not,hercafter be resumed exccpl by wrillen agrccmenl of the Owner and Conlrac'or If In fact lhe materW Is asbeslos or polychloMa'ed biphenyl (PCB) and Iw nOl been rendered harml.... The Work In lhe affected :uc:I sIull be resumed In ,he absence of asbcs,os or polychlorj. na,ed biphenyl (PCB), or when I' has been rendered harml..., by wrinen ag.recmcnc of the Owner and Conlr:lCtor. or In accordmce Wllh final determination by ,he Archl,ect on which arbl,ra,lon has nOI been demanded, or by :ubllrallon under Anlele 4. 10.1.3 The Contractor shall no' be required pursuant 10 Anlcle 7 to perform without consent any Work rebtlng 10 asbestos or polychlorlna,ed biphenyl (PCB). 10.1.4 To Ihe fullest e>lenl permllled by Law, the Owner shall Indemnify and hold harmless Ihe Conlraclor. Archllect. Archl- ,ect's consultanlS and agenlS and employees of any of them from and agains' cWms, damages. losses and expenses. Includ. ing but not limited co :anomeys' fees, wing out of or resulting fNm performance of lhe WOlk In Ihe affected area If In fact lhe matertai Is asbestos or polychlorinaled biphenyl (PCB) and has nOl been rendered harmlcs." provided 'hat such claim, damage. loss or expense Is aUribu,.ble '0 bodily Injury, slckn..., dJscasc or dealh, or 10 Injury 10 or dcslructlon of tangible propeny (olher lhan the Work I...IQ Including loss of use resuhlng therefrom, bu' only 10 Ihe extenl caused In whole or In pan by negligent aClS or omissions of Ihe Owner, anyone dl'ectly or Indirectly employed by the Owner or anyone for whose aClS 'he Owner may be liable, 'cgardlcss of whelher or nol such claim, damage, loss or expense Is <..used In pan by a pony Indemnified hereunder. Such obllg;o,jon shall nOl be construed co nqptc. :abridge, or reduce other righes or obllg2tlons of Indcmnily which would Olhcrwlse exi.~l as to :iI p:my or person described In 'hb Subparagraph 10.1.4. 10.2 SAFETY OF PERSONS AND PROPERTY 10.2.1 The Contractor shall l:akc rc-Jsonablc prccauUons (or s:iI(cty 0(, and sh;dl provide re-.lsonabh: prntccllon to prevent l!amaRc. Injury or los..~ 10: .1 employees nn the Work ;and mhcr pcr5Clns who may be aff<<,ed lherehy: .2 the Work ::and m:uerl:lL\ ;md cqulpmenl 10 he Incerpel' r:lloo therein, whelher In sto~ge on or nf( Ihe slle, under l':trC, custody or <"(lnlml uf the Cuntr.aclOr or Ihe CUnlr.u:lur's Subcunlr.lcwr5 or Suh.subconlr:tc. IOrsj :lnd .3 other prnpc:ny ;11 Ihe sUe or :ldla<."eOllherelO, such :&.5 trccs, shrubs, l::awns, w:tlks, pavemenu, roadways, SINCIUrt':\ and ullJUb noe tbiRnatcd for mnov:tl, n:kr (''';.Iltoo tlr n.1lUl"CfTlC'f11 in lhl' L'OUN.' or l'tn\.\lruoion. 10.2.2 The Conlnetor shall give noUces and comply with applicable Laws, ordinances, rules, rcsubtlons and lawful orden of public authorlUes bc:u1ng on safety of penons or propcny or Ihelr prolection from danugc, Injury or loss. 10,2.3 The Conlnetor shall erect and maintain, as requJred by exlsllng condlllons and performance of lhe Conlract, reason. able safeguards for safe,y and pro'ectlon, including poSllng dmger signs and olher w:uriJngs againsl h:u:uds, promulgaUng safety regulations and noUfylng owncn and users of adJaa:n1 sUes and u,U1Ues. 10.2.4 When use or Slorage of exploslves or Olher hazardous materb.ls or equlpmenl or unwuaJ methods :uc necessary for exea.ulon of the Work, Ihe CaOlr:tctor sha1J exercise uunOSI cue and =ry on such :octlvl,les under supervblon of properly quaill1cd personnel. 10.2.5 The Conlractor shall promp'ly remedy damage and loss (Olher lhan damage or loss Insured under propeny Insurance required by Ihe Contracl DocumenlS) '0 propeny referred 10 In Clauses 10.2.1.2 and 10.2.1.3 caused In whole or In pan by the Contr.actor, a Subconcr.lC10r, :I Sub,subcontraceor, or anyone dlrecllyor Indlrec,ly employed by any of them, or by anyone for whose acts Ihcy may be liable and for which ,he Conlractor Is responsible under Clauses 10.2.\.2 and 10.2.1.3, execpl damage or loss aUribu,;lble 10 acto or omissions of the Owner or Archllect or anyone dlrectly or indirectly employed by ellher oflhem, or by anyone for whose aclS ellher oflhem may be Il2ble. and nOl anrlbutable 10 the fault or ncgUgence of 'he Con'ractor. The foregoing obllga,lons orthe Contractor arc In addition to the Conlractor's obUgallons under Paragraph ~.18. 10.2.8 The Contractor shall deslgna,e a responsible member of 'he Conlracto,'s org:utlZ2'ion.. the slle whose du,y shall be Ihe p,evenllon of accidenlS. This person shall be Ihe Conlr:lCtor's superlnlcoden' unless otherwise dcslgnaled by ,he Contractor In writing '0 Ihe Owner and Archllect. 10.2.7 The Contnetor sIull nOlload or permit any pan of lhe conslNction or sl,e 10 be loaded so as to cndmger lIS safe'y. 10.3 EMEROENclES 10.3.1 In an emergency affecting safety of persons or propeny, ehe Cantr:tctor shalJ act, 31 ehe Contractor's dJscretlon, 10 pre- ven' Ihrcatened damage. Injury or loss. Addl'ionai compcnsa- clon or eXlenslon orllme claimed by ehe Contr:1Clor on :account of an emergency shall be determined as provided In Paragraph 4.3 and Article 7. ~- ARTIClE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'8 LIAIIUTY INSURANCI! 11.1.1 nle Cllnlractor ,hall purchase from and maln'ain In a company or comp:anlcs lawfully ,ulhorlzed lu do business In Ihe lurlsdl<lIon In which Ihe Project Is located such Insurance as will prol<<:l lhe Conlractor from clalnu sel fonh below which may :ui.se nue of or result from the Conlnctor's operaclons under Ihe Contract .nd for which Ihe Contrac\ur may be lcga11y liable. whether such operaUons be by the Con'r:lCtor or by . Subcontractor or by .nyone directly or Indlrcctly employed by any of Ihem, or by anyune for whose acto any of them may be liable, .1 clalms under workers' or workmen's compcnsaUon, ' dls:lbWlY bcncnt and IXhcr similar emploY<'" bcncftI aas which arc IIflPIbbIc III lite Wor1c 10 be pe.1'ormr:d, AlA DOCUMe:NT A201 . (jENf.RAL CONl>ITION\ OF TIll! CONTRACT rOR CONSTRUCTION. FOURT!!NTH !DITION AI"- . /C) I'm' Tin: .\MFRKAN IN'iTlTtJTf. OF ARUlllfC:T\. ",\ Nf.W YORK ,",VENUt!. N VI, WASfIINCiTON, 0 C. ,In'.1t) A201-1887 111 .2 daIms for damages because of bodily Injury. occupa' tlonaI olckncss or dlscasc. or death oflhe Contr.lClor's employees; .3 daIms for dun2gcs becauac of bodily Injury, sickness or dlscasc. or death ohny person olher than the Con. tractor's employees; .4 daIms for damages Insured by usllai personal Injury U2bill'y coverage which arc sustained (I) by a person as a result of an offcnsc dlrectly or IndlrCClly relaled '0 employment of such person by ,he Conlractor, 0' (2) by another person; .5 claims for damages. o,her than to the Work IlSClf, because of Injury to or dcs'Nctlon of tangible prop- eny, Includlngloss of use resul'lng therefrom; .S daIms for damages because of bodily Injury, dealh of a person or propcny damage arising ou' of owner. ship, maintenance or use of :l mocor vchlc1ci and .7 daIms involving con'ractllai Il2billlY Insurance appll. cable '0 lhe Conlractor's obligations under Paragraph 3.18. 11.1.2 The Insurance required by Subparagraph 11.1.1 shall be wrillen for no' less than UmllS of Il2bill'y specified In ,he Con. ,ract DocwnenlS or required by law. whichever coverage Is greater. Covcages. whether wriuen on an occurrence or clalrns-made b2sIs, shall be mainl:llned wllhout Inlerrupllon from dale of commencement of the Work until dale of finai paymen, and ,ermlnatlon of any coverage required to be main. talned after finai payment. 11.1.3 Ccnlficales of Insurance acceptable to the Owner shail be rued wllh lhe Owner prior '0 commencement of the Work. These Ccrtlftca'es and the Insurance policies required by lhls Paragraph 11.1 sIull contain a provision th.. coverages afforded under lhe polldcs will not be cancelled or allowed '0 expire unlU ..least 30 days' prior wrillen no,jce has been given '0 the Owner. If any of lhe foregoing Insurance coverages arc required 10 rcnuIn In force after finai pay men' and arc reason. ably available. an addltlonal cenlOca'e evidencing contlnu:ulon of such coverage sIull be submllled with the finai Appllca'lon for Payment as required by Subparagraph 9.10.2. Informa,lon concerning reduction of coverage shall be furnished by ,he Contractor wllh reasol12ble promp,ness In accordmce wllh lhe Con,ractor's Infomullon and belief. 11.2 OWNER'S LIAIIlUTY INSURANCE 11.2.1 The Owner shall be responsible for purchasing and mainlainlng the Owner's usllai liability Insurance. Optionally, .he: Owner may purch2SC and maintain other Insur:mcc for scU. pro'ectlon against claims which may arise from opera'lons under the ConCDCI. The Concr;J.ctor shall OOl be responsible for purchasing and mainl:llnlng this op,lonal Owner's lIabillly Insurance unless speclOcally requl,ed by lhe ContraCl Documents. 11.3 PROPERTY INSURANCE 11.3.1 Unless otherwbe provided. the Owner shall purch..", and mainuJo, in a company or companies l.awfully :authorized 10 do business In Ihe lurisdlcllon In which lhe PrOle:<.' I. 100000lCd, properlY insurance: in the :unoum of Ihe InUlal Con. U'':ICI Sum iL.\ well :.l5 ~ubscqucnl modlOt.-;;aUons thereto (or the entire Work ;,II the slle on iI replacement cost b:l5i.5 without vol. untary deducllblc:s. Such properlY in~ur.mce shall tx m;ain. I:uned. unless uthcrwi.\C provided In (he Cunlrolel Documents or Olherwlsc: ;agreed In wrtllng by :111 pcrS4.JOs and enlUies who ~rc hcneOc:brlcs uf ~uch In.'iur.lnce. unlil finod p;aymenl h;L\ been m;lde;.L\ pmvidcd In Ilar.lKC'Jph 9, 10 ur until nn person or entity Olher than Ihe Owner has an Insurable Interesl In lhe propcny required by lhls Paragraph 11.3 '0 be covered, whlchever Is C2tUcr, ThIs Insurance shall Include In'eresl5 of the Owner. the Contractor, Subconlracton and sub-subcon'racton In lhe Work. 11.3.1.1 propeny Insurance sIull be on an all.risk policy fonn and shall Insure agalnst'he perils of lire and extended coverage and physical loss or damage Includlng, wllhou' dupllcallon of eovcr.Jgc, thcft. vantblism. maUcloU5 ml.schicf. colbp5C, f2J5c. work, lemporary bulldlngs and debris rcrnovai Includlng dcmolllion occasioned by enforcemenl of any appUc:lb1c Icgai requlremenlS. and shall cover rClSOl12ble compensation for Archilect's services and expenses required as a resul, of such Insured loss. Coverage for other perils sIull not be required unless Olherwlse provided In lhe Con,ract DocwnenlS. 11.3.1.2 If ,he Owner docs nOllntend to purchase such prop- eny Insurance required by the Contract and with all of the coverages In the amount described above, ,he Owner sIull so inform the Contractor in weillng prior 10 commencement of the Work. The Conlractor may ,hen errCCllnsurance which will prDlcel the Inlcrests of the Contr:lctor, SubcOnlr:ldors:u\d Sub- subconlracton In Ihe Work, and by approprl2,e Change Order Ihe cost ,hereof shall be charged to Ihe Owner. If lhe Conlrac. lOr Is damaged by the failure or ncglec' of ,he Owner '0 pur. chase or malnl:lln Insurance as described above, wllhout so nOllfylng the Conlractor. then the Owner shall bear all rClSOn. :lble costs properly :lUribucabte therem, 11.3.1.3 If lhe propeny Insurance requires minimum deduct!. bles and such dcductlbles arc ldenllfied In ,he Con'net Docu. ments. the Contracmr stull J>:lY costs not covered bc:caU5C' of such deductlbles. If ,he Owner or Insurer Increases the required minimum deductlbles above lhe amounlS so IdenllOcd or If lhe Owner e1eclS '0 purchase this Insurance wllh voluntary deduc. Iible amounlS, ,he Owner shall be responsible for payment of the addillonal COSlS not covered because of such Increased or voluntary deductlbles. If deductlbles are no' IdentlOed In lhe Coorr:lCI Documents. the Owner shall P:lY costs not covered because of deductlbles. 11.3.1.4 Unless otherwise p,ovlded In the Contract Docu. menlS, this propeny Insurance shall cover ponlons of the Work storC'd off the site after wrlne:n approv:ll of the Owner at the value established In the approval. and also portions of'he Work In transit. 11.3.2 Boller end Mechlnery lneurance. The Owner shall purch:lSC and m:l101ain boiler and m:lchlne:ry Insur:lOce requl,ed by ,he Conlracl DocumenlS or by law, which shall specifically cover such Insured objects during losl:lll:ltlon and unlillin:ll ;lccep(:u\ce by the Owner; this Insurance: shall Include: InlereslS of the: Owner. COnll":lctor, Subcontl":lctors and Sub- subconlr.u.1or.; In the Work. and the Owne:r and Contr:ldor ~ha11 he: n:lfficd Insurcdli. 11.3.3 Lose of Use lneurance. Thc Owner, .. the Owner's uption, m;ly purch;l.SC' ;lnd m;lintain such Insur.ance ;IS will insure Ihe: Owner ;lg:linsl 105.\ uf lL'ioC of the Owner's pmpcrty due: (I) fire or other h~rdli. however l"',luscd, The Owner w~vC5:111 rights of ;1(1 Ion 3g:Jinstlhe: Contr2cwr for Iou of IJ.\C uf the Owner's property, including con.\Cque:nti:.d los,\C'S due to fire or olhcr h3l.JClI.s huwe\'e:r l'auscd, 11.3,4 If (he Contr.lctor requesls in wrlling Ih:lt In.\urance fur rlliks olher Ih:m those dcscribeLl herein or for other spc'ctal haz. ;lCl.1.s be: included in Ihe properly insurance policy. Ihe Owner shall, If p05.lilhle. Include such Ill5ur.u1ce. :lnd the cwt thercof ~h:dl be durKcd 10 the Cuntr.tctor by 3ppropri;lte: ChanRe Order 11"::- "- , 20 A201-1987 AlA DOCUMENT A20t . GENERAL CO"..U1TI()"..' (It' lilt', I,IINTMCT t()H U)N,THl.Cl-I()N. fOUkTEENTlI EDITION AlA- . <() I'm' Tilt! AMERICAN INSTlTt:lf,(lt '"'HI,IIIHI I'. ,..,\ ~f.\I.. 'V(INK A\'t'::'IlI'f., ~ \l.'. \l.',",'lItN(iTIIN. n c: lllUllfl ~ I n '1' ..' . .' J. 11.3,5 If during lhe Project COOSIlUCIlon period lhe Owner Insures propertJcs. rc:aI or penonai or both, adjolnlnS or adJa. cent to lhe 51lC by propcny Insurance under poUcics scpar:I,e from those lnsurlng.the Project, or If after ftruI payment prop- my Insurance Is to be provided on the completed Project through a poUcy or poUcics olher lhan lhosc Insuring the Pro). CCI during the constNCtJo'l period, lhe Owner sIull waive all rtghlS In accordma: wllh lhe 'erms of Subparagraph 11.3.7 for damages caused by Ore or other perils covered by lhls scpar:I'e propcny Insurance. All scpar:I,e poUdcs shall provide lhIs waiver of subrogallon by endoncmenl or o,herwlse. 11.3.8 Before an exposure '0 loss may occur, the Owner sIull rue wl,h lhe Conuactor a copy of each policy lha, Includes Insurance coverages required by this Paragraph 11.3. Each poUcy sIull contain all gcncraJly appliable condlllons, deftnJ. tions, exclusions and endoncmenlS related 10 this Project. Each poUcy shall contain a provision lha, the policy will no, be canccUed or aiIowed '0 expire until at least 30 days' prior wri', 'en nOllce h.. been given to the Conlractor. 11.3.7 WaIvwsI of Subrogatlon. The Owner and Con,ractor waive all rtghto against (1) each other and any of lhelr subcon. lncton, sub-subconuacton, agen... and employees, each of the olher, and (2) the ArchJ,ect, Archltect's consultanlS, scpar:Ite contneton described In Mlcle 6. If any, and any of lhelr sub. contractors, sub-subrontl':illctor5, agents and employccs, Cor damages caused by nre or other perils '0 Ihe eXlenl covered by propeny Insurance obtained pur>uant to lhls Paragraph 11.3 or olher propeny Insurance applicable '0 lhe Work. exccp' such rtghlS .. lhcy have 10 proceeds of such Insurance held by Ihe Owner .. ndudary. The Owner or ConlraclOr. .. approprtole, shall require of lhe Architect, Archilect's consuhan..., scpar:Ite contnetor> described In Artlcle 6, If any, and the subcontrac. taB, sub-subcontractors, agcnts and employees of any of them, by approprto'e agrccmenlS, wrillen where IcgaIly required for validity, sbnll2r waiven each In l'avor of olher panles enum. crated herein. The policies sIull provide such waiver> of subro- ga'ion by endoncmenl or otherwise. ^ waiver of subroga,lon shall be effective.. '0 a person or entity even though lha, per. son or entity would ochcrw1se h2vc :I dUlY of indcOInInC2tlon, con,ractuai or olherwlse, dld no' pay lhe Insurance prcrnlum directly or Indlrcctly, and whelher or nOI the person or entity had an Insurable In,erest In lhe propeny damaged. 11.3.8 ^ loss Insured under Owner's propeny Insurance shall be adJwted by lhe Owner.. nduclaty and made payable 10 Ihe Owner.. nduclary for the Insureds. .. lhelr InlereslS may appear, subject '0 requlremenlS of any applicable mongagcc clause and of Subparagraph 11.3.10. The Conlrac,or shall pay Subcontf'2ctors their JU51 shues of lnsurmcc procC'Cw received by 'he Contractor, and by approprtole agreemenlS, wrillen where l<saily required for valldily, shall require Subconlractor> 10 make payments to their Sub.subconlr.lctors In simlbr manner. 11.3.11 If required In w,llIng by a party In Inlercs', lhe Owner as fiduciary sh:1ll, upon occurrence of an Imuted 105.5, give bond for proper pe,formance of lhe Owner's dullcs The COSl of required bonds shall be ch:uged agaln.'t proceeds ,ecelved .. fiduciary. The Owner shall dcposll In a scpar:uc account pro- ceeds so received, whJch the Owner sh2ll distrihutC' In accor. dance with such agreement as the parHes in InlcrC5t m1Y roch. or in accordance: wllh :lSl arbitt.lllon award in which C':I.Se the procedure shall be.. provided In Paragraph 4.5. If after such 10M nu Olher 5pccl:aJ agreement 15 made:, repl1cemt'nl of d2Jn. aged p,upeny .hall be covered hy 'ppruprl..e Change Order. 11.3.10 The Owner.. fiduciary shall have powcr '0 ad/us, and SClde a loss wllh Insuren unIcss one of the panics In In,erest shall object In wrillng within five days after occurrcna: or loss 10 lhe Owner's exercise of lhIs power; If such ob)cctJon be made. arbltralon shall be chosen .. provided In Paragraph ~.S. The OWllCr ..fiduciary sIull,ln 'hal case, make SCltlcmcnt Wllh Insuren In accordmce wllh directions of such arblua'on. If dlslribulion of Insurance proceeds by arblua'lon Is required, lhe arbl'ralon will dlrcct such dlSIribullon. 11.3.11 Panlal occupancy or use In accordmce wllh Paragraph 9.9 shall not commence UnlU ,he Insurance company or com. panles providing propeny Insurance have conscn'ed 10 such panlal occupancy or use by endoncmcn, or olherwlsc. The Owner and ,he Conlractor shall uke rcasonablc Slcp5 '0 obtain conscn, of lhe Insurance company or companies and shall, wJthoul mutual writte:n consent, lake no acdon wllh respect to panlal occupancy or use ,ha, would cause cancell2llon, 1aJl'C or reduction of Insurance. 11.4 PERfOllMANCE IIOND AND PAYMEHT IIOND 11.4.1 The Owner sIull have lhe right '0 require lhe Con,rac. lor 10 furnish bonds covering l'ailhful perfonnance of lhe Con. 'ract and paymenl of ObUgallons arising lhercunder .. slipu, Ia'ed In blddlng requlremenlS or speclfica11y required In the ContDct Documents on the lUle of execution of the Conlract. 11.4.2 Upon lhe request of any person or en,IIY appearing to be a polen'bl benel1cbry of bonds covering paymen' of obllga. lions arising under ,he Conlract. the Conlractor shall promptly fumbh a copy of the bonds or shall permil a copy to be made. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1.1 If a ponlon of Ihe Work Is covered contrary 10 lhe Archlu:cl'5 requesl or 10 requl.rcmen15 5pecl.tlc2Uy e:xprc:sscd In the Contract DocumenlS, I' mwt, If required In wrillnS by Ihe ArchItect, be uncovered for the Architect's observation and be rcplaced .. ,he Conlractor's expense wllhoul change In lhe Conlract Tbne. 12.1.2 If a ponlun of lhe Work h.. been covered which ,he Architect h.. no' specincally requested to observe prior lOllS being covered, the Archilect may reque5tlo see such Work and I' shall be uncove,ed by Ihe Con'ractor. If such Wo,k Is In accorc.bnce wilh the COOlt.lct Documenu. cosu of uncover. Ing and 'cplacernenl shall. by approprtlle Change Order. be ch:ltged 10 lhe Ownef. If 5Ul-h Work Is not In accordance with the Conlracl Documt'n15. the Cuntf2ctor sh2l.l pay such CUSI5 unless the condition w:u C:lUSC'd by the Owner or a scpmle conlractor in whIch event the Ownt'f 5h;li1 be: re~pml.'iibh: for payment o( such c().~l~. 12.2 CORRECT1ON OF WORK 12.2.1 ll1e CUl1lr;ll'tor ~h;LI1 promplly corree,:t Work rejcclcd by the Architect or (;lillnR to conform 10 the requiremenl5 ur Ihe Cunlracl r>tKumcnu. whC'1hcr ob~r\'t'd before or after SUh~liU1l1;11 Complt'lion and whether or nOl fahrk"2led. irutallt'd or compleletJ. TIlt' CUnlr;aclor ~h;LI1 bc:ar cml~ l)( ({)frecllnN !iuch fcjcctcd \t'ork, includinR ,ll.Jdition:.l1 IC!ilinM and lrupcc. IInn~ iU1d l"()m~n\:.Itlon roc Ihe' ^rdlilcl't'~ ~rvlCC'5 and expcn~ made n(,cc~~1f)' Ihefehy 12.2.2 Ir. within one' .,.~.u ..rtcf Ihe tJ:.Ile or Suh!if~1I11.1 Cum pIe- lit)O ()(Ihe Wllrk Ilf dc:MMnJIC'd ptlrlltll1lhcfC'U(. or :.I(ler the d.Uc AlA DOCUMENT A201 . GENERAL (:ON()1TI0N\ Of TilE (ONTRACT fOR CONSTRLCTION' ),(Jl!MHF.NTlI fUI1U)N AlA- . ,tJl.)t(' TIlE AMf.RICANINIoTIT11TE nt' AMUlIlF.CT\, '"'n NE\I: YORK AVENtE. N ".. ".A\llI~l;TlIN, IJ c; 11...... A201.1997 21 . for commencement of wanan,lcs established under Sub: paragraph 9.9.1, or by terms of an applicable specl:ll warranty rcquJrcd by the Contract Documcn..., any of ,he Work Is found to be not In accordance with lhe rcqulrcrncnlS of the ConU2CI Docwncnto. the ConlraCtOr sIull COrrccl I' prompdy :tiler rcccIpt of wriuen nolJce from lhe Owner '0 do so unless lhe Owner has prcvlously given the Conlnetor a wriuen acccp. unce of such condllJon. This period of one year shall be cxtended wllh rcspccI'o ponlons of Work IIrst performed :tiler substantl:ll ComplctJon by the period of lime be'wccn Subsun. tl:ll Complc'lon and lhe acttl:ll performance of the Work. This obUgalion under lhls Subparagraph 12.2.2 sIull survive acccp. unce of dIe Work under lhe Conlrac' and 'ermlnallon of lhe Contnet. The Owner ohaIl give such nollce promp,)y after dls. covery of the condl'ion. 12.2.3 The Contnetor shall remove from the sl'e portJons of Ihe Work which art: no' In accordmce wllh lhe requlrcmcnlS of the Con,ract DocumenlS and arc nellher corrected by lhe Con'ractor nor acccp'ed by the Owner. 12.2.4 If lhe ConlraCtor bUs to correct nonconforming Work within :II re2SOnablc time, the Owner may correct it in 2ccor- dmce wi'h Paragraph 2.4. If ,he Contrac,or docs nO! proceed wllh corrccllon of such nonconforming Work wllhln a reason. able lime fixed by wriuen no,lcc from the Archllect, the Owner nuy remove It :and store the salvable m:ncrials or equipment :11 the Conlr2Clor's expense. If Ihe Con'ractor docs no, pay CDSlS of such removal and storage within len days after wriuen nOllcc. lhe Owner may upon 'en addltlonal days' wrillen notice seD such materials and equipment :11 auctJon or at private saic and shall accoun' for lhe proceeds Ihercof, after deducting CO'lS and d:unages lh.. should have been borne by lhe Con. (l':I(eor, including compens2tlon (or the: Architect's services and expenses made necessary lhereby. If such proceeds of sale do nor cover costs which the ConU'2CIOr should h2ve borne, the Conlracl Sum sha11 be reduced by lhe deficiency. If paymenlS then or thereafter due the Contr2CIOr arc not sufficient to cov~r such amount, the CoOC12ClOr shall pay the difference to the Owner. 12.2.5 The Contractor shall bear the CDS' of correcting destroyed or d:unaged cons'Nctlon. whelher comple'ed or ponla11y completed. of lhe Owner or scpar:Ite contractors C'auscd by the Contr.tctor's correction or rcmov:aJ of Work which Is not In accordance with the rcqulrcmenlS of lhe Con. tf'2ct Documents. . 12.2.5 NOlhlng contained In this Paragraph 12.2 shall be con. strued 10 establish a period of IImltallon wllh respeCI '0 olher obllga'ions which the COnlraclor might have under 'he Con. lrac' DocumenlS. Establishment of the time period of one year as described In Subparagraph 12.2.2 reb'cs only 10 'he specific obUg;nion oC the Conu':lCtor Iu correct the Work, and has no rcl..lonshlp '0 :~e 'lme within which lhe obhgallon '0 comply wilh che Contr:lCI Documents may be sought lO be enforced, nor to the tlme within which procc:edinRS m~y be commenced to cubll.sh the Contractor's liability with respect 10 Ihe Con. Ira\.10r'5 obllg2IJons other Ih~n 5peclOC211y 10 correct the Work. 12.3 ACCEPTANCE OF NONCONFOIIUINO WORK 12.3.1 If lhe Owner prefer> 10 accep' Work which Is nor In ~ccordance with Ihe requlremen15 or Ihe Conlract Dc:x."Umen15, the Owner m~y do M:) In51~d or rcqulringlls rcmov~J OUld cor. reclkm, In which \.";l~ (he ContrJct Sum 90'11I he reduced i15 ~pprnprt;lIe :md equll~hle. Such ~dlll'lmenl ~hall he dfected whe-ther or nOI nn~l p3yment ha., hee-n made. ARTIClE 13 MISCELLANEOUS PROVISIONS 13.1 OOVIRHIHG LAW 13.1.1 The Conlract shall be governed by the bw of the place where lhe Project Is ioca,ed. 13.2 8UCCES8OIl8 AHll AII8IGH8 13.2.1 The Owner and Conlnetor respectively bind lhem. selves. Ihelr ponnen, succcsson, assigns and Icgai representa. ,Ives '0 ,he olher pony hereto and to ponncn, succcsson, assigns and Icgai representatives of such other pony In respect 10 covcnanlS, agrccmen... and obliga,lons contained In the Con. 'rac' DocumenlS. Nellher pony to lhe Con'ract sIull assign lhe Conlnet as a whole wllhou, wrlllen conscnl of the olher. If ellher pony auemplS '0 make such an asslgnmenl wlthoUl such conscn" tho, pony shall ncvenheless rcmaIn IcgaIly responsible for all obliga,lons under Ihe Conlnet. l .oO ( '. . J J 1 -- l I 13.3 WRITTEN NOTICE 13.3.1 Written nOllce shall be deemed to have been duly scrved If delivered In person to Ihe Indlvldual or a member of Ihe firm or enlllY or '0 an officer of ,he corpora'lon for which It was Inlendcd. or If delivered at or sent by registered or a:n1l1cd mall '0 'he WI business address known to Ihe p:uty giving nDlke. 13.4 RlClHTlI AND REIIEDES .L ~ 13.4.1 Dulles and obligations Imposed by the Contract Docu. menlS and righlS and remcdJcs available lhcrcunder shall be In addlllon to and no' allmltallon of dudes, obligallons, righto and remcdlcs olherwlse Imposed or available by bw. 13.4.2 No action or failure '0 act by Ihe Owner, ArchltCCl or Conlractor shall constltu'e . waiver of a righl or du,y afforded ,hem under lhe Contnet, nor shall such action or l'a11urc to acl constl'ute approval of or acquiescence In a breach lhereunder, exa:p' as may be speclfica11y agreed In wri'lng. ( 13.5 TESTS AND INSPECTIONS 13.5.1 TeslS. Inspections and approvals of ponlons of lhe Work requited by ,he Con,ract DocumenlS or by bws, ordl. nances, rules, regul..lons or orden of public authori'lcs having Jurisdicllon shall be made.. an approp'ble 'lme. Unless other. wise provided. the Con'netor shall make :urangcmen... for such leslS, Inspections and approvals with an Indcpcndcnllesl. Ing 13bor.uory or entllY ~cccptabJe 10 Ihe Owner. or with the appropriate public aUlhorllY, and shall bear all rebled costo of lcsts. Inspectk,", and approvals. The Con'ractor sIull give 'he Archllect 'lmcly nOllce of when and where 'eslS and Inspec. tlons arc to be made so the Architect may observe such procc- durC':li. rhe Owner ~halJ bc2r costs or ICts, Inspections or appnlVal5 which do nOI bccnme requlremenlS unlll after bids :lfe rccelw:d or negullatlons concluded. 13.5.2 If the Archl'ect. Owner 0' public aUlhori'1cs having Jurl5dicllon determine lhal ponlons of Ihe Work require 2ddJ. Ilona! 1"'t1nR. Inspecllon 0' approval nOllnciuded under SUb- pmRraph 13.~. I, 'he Archl'ect will. upon wriuen au'hortzatlon rrom Ihe Owner, InstruCl the Contr:lClor co make amangementJ for such addlllonal lestlnR, Inspection or approval by an entJty JCcep"hle 1ll1hc Owner. and Ihe Conlractor shall give limcly nmlce 10 Ihe Architect orwhcn md where Icsu:and lnspccUons :Ire en he made 50 Ihe Archlccc.., may ob:servc: such proccdwa. l , 22 A201.1987 AlA DOCUMIHT A201 . GENERAL CONUITION\ Of TlU! CONTRACT fOR CONSTRUCTION. rouaTUHTH IDITION AlA- . <> 111ft' TlIF. AMERICAN INSTlTlITf! OF AMC:IIITfl:n, I '." NEW YORk AYE-NIl!!,"'W, WA5IUNGTON. D_C.IOD06 WARNINQ' u.._ pho_ng _ us. copvrIQll'..... '"" IIIUbjoct Iologol_. ~ I I I ~ .1 1 .J .J , I I ~ ..J The Owner sIull bar such cos... exccpl as provklcd In Sub- paragraph 13.5.3. 13,5.3 If such procedures for tcsllng, inspection or approval under subpangraphs 13.5.1 and 13.5.2 reveal bilurc of lhe ponions of lhe Work to comply wllh reqUlmnento' established by the Con,r.act Docwnenu, Ihe Con'netor ohaIl bar all CDSlS made ncccsury by such bIlurc Indudlng lhosc of rcpc:Iled procedures and compcnsa,lon for the Archl'ect's services and expenses. 13.5.4 Required cenlficates of ,estlng. inspection or approval shall, unless otherwise required by the Conlnet Documen..., be secured by the Con'ractor and promplly delivered '0 the Architect. 13.5.5 If lhe ArchIlCC\ Is to observe leslS, Inspections or approvals required by lhe Con'net Documen..., lhe Architect will do so prompdy and, where practicable, at 'he normai pi2ce oflestlng. 13.5.5 TCSl5 or Inspections conducted punuant 10 lhe Con. tract Documento shall be l!l:Ide promp'ly 10 avoid unreasonable delay In lhe Work. 13.5 INTEREST 13.5.1 paymenlS due and unpaid under the Comrac, Docu. men'" shall bear Interest from Ihe date paymenl Is due at such rate as Ihe p2IIles l!l:IY agree upon In writing or, In the absence thereof, at Ihe 1cg:aJ ra'e prevailing from lime 10 lime at ,he place where ,he Project Is located. 13.7 COMIIENCEMENT OF STATUTORY LIIITATION PERIOD 13.7.1 ,.. between the Owner and Comraclor, J .1 Before Sul>>tantlal Completion. ,.. '0 aclS or failures co act occurring prior to the relevant date of Subsun. llaI Complellon, any applicable stalUle of limitations ohaIl conuncncc to run and any :aIIcgcd cause of action shall be deemed to have accrued In any and all evenlS not Ia'er lhan such dale of Sub'tanllal Completion; .2 IleMMn Sul>>tantlal CompleUon and Final Certlfl. cale for PaymenL ,.. '0 aclS or failures '0 act occur. ring subsequalt lO the: rclC:Vilnl <bee of Substantial Comple,lon and prior '0 Issuance of lhe nnal Cenln. c:uc (or Payment. :any appllcble sutute of limitations sh:all commence 10 run and any alleged C2~ of action shall be deemed to have accrued In any and all events 001 b,ler Ih:m che: dale of issuance of the nnaJ Cc:"IOCiltc (or Payment; and .3 After Final Cel1lrlcale for PeymenL ,.. III aClS or (allures 10 act occurring :after the: relevant wtc of wu. ance of Ihe nnal Certlncate for Payment. any appli. cable :\1:lIUle of Iimlt.lltons shall commence: 10 run and :my alleged ausc of :act Inn shall be: deemed 10 have accrued In :any and;&11 events 0011.11cr Ih..n the dalC' of :my act or (allure Co ael by the: CoOlr.lClor pUrSU:lnllo any warr.u\ty provided under lJar-.Igr.lph j.I), the date ur any l'orrecllon or the Work or railure to l'orrect the Work by (he Contractor under PanW2ph Il.1., or the: date or actu:aJ commission or any other ;K( or (allure to perrurm any duty or oblJR'lllun hy Ihe ContncUlr or Owner. whichever on'ur5 lout. ARTICU! 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 TERMINATION IIY TIll COHTRACTOII 14.1.1 The Contractor l!l:IY 'emllnale the Conlnet IIlhe Work Is stopped for a period of '0 days lhrough no act or raul' of the Contractor or a Subcontractor, Sub-subcontractor or thdr agcnlS or employees or any other persons performing portions of the Work under con'net ..Ilh lhe Con'nctOr, for any of lhe following reasons, .1 Issuance of an order of a coun or Olher public aulhor. I,y having Jurlsdlcllon; .2 an act of government. such as a dcclara,lon of national emergency, malting l!l:I'crtaI unavailable; .3 because lhe Architect has nol Issued a Ccrtlncale for Payment and has no' nOllned lhe Con'ractor of lhe reason for withholdlng cenlfica,lon as provided In Subpangraph 9.4.1, or because lhe Owner has not m:ldc payment on a Ccnlnca'e for Paymen, within Ihe time sta'ed In the Contract DocumenlS; .4 If rcpc:Iled swpenslons. delays or Inlerruptlons by the Owner as described In Paragraph 14.3 constl,ule In the aggrcgale more 'han 100 percenl of ,he 10ul num. ber of days scheduled for complellon. or 120 days In any 365-day period. whichever Is less; or .5 lhe Owner has bIled 10 fumlsh 10 ,he Conlraclor promp'ly. upon lhe COnlrac,or's request. reasonable evidence as required by Subparagraph 2.2.1. 14.1.2 If one of lhe above reasons exlslS, the Con'raclor l!l:IY, upon seven addltlon21 days' written notice to the Owner and Archltcct, terminate the Contract and recover rrom the Owner payment (or Work executed and ror proven 1055 with respect to materWs, equipment, lools, and construction equJpment and l!l:Ichlnery. Includlng reasonable overhead. pron, and damages. 14.1.3 If Ihe Work Is Slopped for a period of 60 days 'hrough no act or bult or Ihe Contr.actor or a Subcomractor or their agenlS or employees or any Olher persons performing ponions or Ihe Work under conlract wlCh the ContraClor bcc2usc the Owner has penlslently failed '0 fulmllhe Owner's obllga,lons under the Conti.lC1 Documents with respect to matters impor. tant 10 the progress o( the Work, Ihe Contractor may. upon seven :addltlon:aJ days' wrinen notice 10 the Owner and the Architect, termin;ue the Cantral1 and recover rrom Ihe Owner as provided In Subparagraph 14.1.2. 14.2 TERMINATION BY THE OWNER FOR CAUSE 14.2.1 The Owner may terminate the Contr.lct I( the Contr.lctor: .1 persistently or rC'peatedly refuses or ralb, 10 supply enuuWl properly skilled workers or proper materlal5; .2 r:lib IU m:lke payment to SubcUnlr.lClUr5 ror materiab or l:tlbor In :ll'cordlnce with the respe(.1lve agrcrrnen15 hclwccn Ihe Conlr.ll'tor :mcJ Ihe Subcontr.lcUJrs: .3 persl\leOlly di.uC'g2rll\ law!i, ordlnw,'C5. or ru1C'5. reg, ub.Uuns or orders or a puhlic authority h:.avlng luris, diction; or .4 olherwl~ l.. Ruilty Clr ~uh~l;anti;a1 hrc-.lch or;a provl5lon or Ihe ConlnCI D<x:umc:OIs. 14.2.2 When any or Ihe :It)(lVe rC-.L\C.Jn.' cxlM. Ihe Owner, upon certiOcaUon by the: Archllc:t.'t th:.al surnCJcm ,,:au\( cxb15 10 Ius- AlA DOCUIIlHT A201 . GEN!!RAL c.;ONDlTIONS OF TIt! OlNTR.\(;T FOR c.:ON!tTRL:CTION . FOURHENTIt tUnic 1:-0 AlA- . ~llJf" TIlE AMf.RICAN INSTITUTE Of ARCllITECTs, 1"\ Nf.W '(UNK AVI:Jol()t:, N W , ,,"'ASltlNlilON, 1) C: !UlU, A201.1887 23 .- ,