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HomeMy WebLinkAbout01-5608IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION iNDEPENDENT DEVELOPMENT CORPORATION, Petitioner, FOXCROFT TOWNHOUSE ASSOCIATES, n/k/a BRAMBLES TOWNHOUSE ASSOCIATES, A PA LIMITED PARTNERSHIP, Respondent. CIVIL ACTION - LAW APPLICATION FOR ORDER CONFIRMING AWARD AND NOW COMES Independent Development Corporation, by and through their attorneys, CGA Law Firm (Countess Gilbert Andrews PC), and avers: 1. Petitioner is a Pennsylvania corporation with office in York County, Commonwealth of Pennsylvania. 2. On the 14th day of October, 1997, Petitioner and Foxcroft Townhouse Associates, n/k/a Brambles Townhouse Associates, Respondent, entered into a written contract entitled "Standard Form of Agreement Between Owner and Contractor" ("Agreement"). A copy of said Agreement is attached hereto, marked "Exhibit A," and made a part hereof. 3. The Agreement incorporates by reference "General Conditions of the Contract for Construction" ("General Conditions"). A copy of said General Conditions is attached hereto, marked "Exhibit B," and made a part hereof. 4. Section 4.5 of the General Conditions provides that any controversy arising out of the Agreement or the refusal to perform the whole or any part thereof would be settled by arbitration before the Construction Arbitration Tribunal of the American Arbitration Association ("Arbitra- tor"). {00082067/1} 5. Section 4.5.7 of the General Conditions provides that an award rendered by the Arbitrator "shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof." 6. A controversy having arisen out of said contract, Petitioner and Respondent resorted to arbitration in accordance with the Agreement, and an arbitration was commenced in accord with the Arbitrator's Case Management Schedule #1. A copy of said Arbitrator's Case Management Schedule #1 is attached hereto, marked "Exhibit C," and made a part hereofi 7. The arbitration took place in Harrisburg, Pennsylvania on June 4 through 11, 2001, and on June 18, 2001, at which time Petitioner and Respondent argued all outstanding claims between them. 8. On the st ..... 1 day of August, 2001, the Arhitrator made his award m writing and, after duly acknowledging it, delivered the same to the parties herein, which effected a resolution fall issues between Petitioner and Respondent. A copy of said Award is attached hereto, marked "Exhibit D," and made a part hereof. WHEREFORE, Petitioner prays that, pursuant to 42 Pa.C.S.A. § 7313, an Order of this Court confirming said award be made, and that a judgment be entered in conformity therewith, in the total amount of $193,477.52, which is comprised of an award of $191,743.94 plus allowable interest from 08/01/01 in the amount of $1,733.58, and for such other and further relief as the Court deems appropriate. {00052067/I} Date: September 24, 2001 eyer Il, Es-quire C RA~ornLe~ foX~q'r '~eeti tioner 29 North Duke Street York, PA 17401 (717) 848-4900 {00082067/I AL4 Document A101 Standard Form of Agreement Between Owner and Contractor w~ere t/~e basis of payment is a STIPULATED SUM 1987 EDITION THIS DOCOS}IENT HAS [MPORTAgVT LEGAL CONSEQUENCES: CONSULTATION-WL~.. A~V ATTOR~VEY IS ENCOURAGED [VITH RESPECT TO ITS COMPLETION OR MODIFIC4TION. The 1987 Edition O/ AIA Document a201. General Conditions of the Contract for Construction. is adopted in tills document by. reference. Do not t~e with other general condition$ unle$$ this document is modified. This docummt h~ bccn approved md endomed by The .%..~oc~[ed General Contractors of .-Unerica. AGREEMENT lq.r~ made ~ of the Nineteen Hundred and Ninety-Se~_n. BETWEEN the Owner: day of ~ / m~.ne ye'ar of Foxcroft To~nhouse Associates, A Pennsylxrania Limited Partnerst~p . P O Box 686 Camp Hill, Pennsylvania 17001-0686 ~nd the Contractor: Independent Eex~lo~ment Corporation 2525 Eastern Boule%-~rd York, Pennsylvania 17402 The Project is: The Architect is: The Brm~les of Hampden Hampden To%nship Cumkarland County, Pennsylvania C/O Owner The Owner and Contractor agree :u set forth below. A101-1987 A_mnCLE ~ - THE CONTRACT DOCUMENTS Th¢ Conuuc~ Docum=~ co~ist o~th~ A~'~rn~, Conc~doru o~hc Con~r=c~ '" -- Drawing, Spcc~cudons. =ddenda issued prior ~o ==cudon o( d~ A~r~.men~ oduer ¢Ocum~u ILst~d in ~hLs A~ezn=n[ :md - ~,.~n~_~. Suppl=n~--~-? and Oth=r COndition}, ModL~c=dons issuc-~ =~er =c~cuc~on o~ chis A~en~; d~e~e form ~he r- ...... ~. =nu are =s fuji}, = ~ of ~h¢ Conu~c[ ~s if2auched ARTICLE 2 THE WORK OF THIS CONTRACT Tt~¢ Conu~c~or sh~l ¢t~*ut¢ the cndr¢ ~ork descn'b~:[ in me ~n~ Do~u, ~[ to ~ ~t ~pe~y ~ ~ · e Con~ D~ [o be ~e ~o~ib~ of o~, or ~ ~oflo~ ' . ~ ~ of ~k ~cl~s ~ ~n~ of (2~) 10~t ~enti~ ~s c~le~ ~ as~ ~c~! ~ ~ic~ ~rk ~ a ~t 5' o~ ~ b~]]~gs. ~gs ~1 ~ ~~ ~f]~ "~-~t/sl~h ~ ~de '~cl~i~s ~ ~ a & ~ ~ / ARTICLE 3 DATE OF COMMENCE~IENT AND SUBSTANTIAL 3.1 The d:te of comm~csm~nc b duc d=~¢ from w~ch duc Con~mc~ T~n¢ of P~moh ~.2 ,, m--~ur=/ mud sh=~ be cnc d=¢ of co pmc~,~ i~u¢~ by ~ Own=. ~n r~ipt of S~ ~d ~ ~ld~g ~. U~ ~ ~= of co~c~ ~ ~h~ by =nodc= m p~c~ ~ by m= O~=. O~= ~ wmm~ no[ I~ ~ ~v= ~ b~ comm~ duc ~ork ~o ~ ~= ~%. 3.2 The Con~'aC~or ~h~ ocli=ye Subsand~ Complezion of duc en,~'~ ~ork not acm- ~un (180) calendar days (Phase I) A101-1987 2 The Sco.=e of ~brk will ke perfon~_d in several phases. Tha Lnital ph~ w~ ] ] consist o~ the following: l~r~'kting's 20, 2.1., 2.3, 24, 2.5, 26~ 2'7, a.nd 28 incl~diag ~¢~::~ia? e,xca',raticn and backfill/stone Under s~h~ at $285,000.00/each $2,280,000.0G A1 =ternata ~1 ?~_~c ~/~/~7 Total Aut_horized Amount $2,280,000.00/~/ To increase th~ size of ~?_~ fi-;~ ground flcor units in a b~ ~ding by (48) square feet each in order to provide for handicap accas-~h~ity. ~ k~ditional phases of t_he project and buildings subject to Alternate #1 will ke authorized into t3~ Scope of Work by_ means of C-ha~e Ordmr. Pricing for this contract will ~-main firm through Septe_n~:~r 30, 1998. ~rk not autJ~rized for construction by Sept~n%bar 30, 1998 w~:~ ~ subject to pr~_ce review. Unit. Pri~s Bock Excavation (bulk) : ~k Excavation (trench): $18.00/c~hic yard $38.00/~,aic ~ A101-1987 ~ ARTICLE 5 '" PROGRESS PAYMENTS . die 15~1~.~ o~ t, he .... ~ Conr. mcror not later . SOling mon~ ~m ippU~don ~or ~t b rec~v~ by ~i=em ~= ~e =ppa=on ~=e ~ =bov~ ~= s~ be m~ by ~e 0~ not ~ fif~' 5.4 E~ch Appfl~tion ~or ~en~ sh~ be b~ed upon ~he schedule o~ ~u~ submitted by the Con~c~or ~n =ccord=nce with =nd be prepared in s~ch fo~ md suppo~d by such ~m to s~bs~n[i=~e its ~ccum~, ~ die .~chi~ m=v requ[r~ Wnb ~chedul~ unless obi~ed to by ~e A~h [ect. ~h=fl be ~ed = ~ b=~s r~r rm'iewins ~he Co~tmctor~ Applic=t~o~ ~r ~vmen~. 5.5 Aopfl~do~ (or P=vm~ sh~ ~c~te ~e percentage of completion o~ oomon o(die W - ~ ' - · cov~ed by ~e A~pii~ion ~or P=~ - ~ ork = or ~e end or me 5.~ Subject [o ~he prov~io~ of ~e Con,ct Do~q~, die ~oun[ of ~ch pm~ ~=~[ s~ ~ com~u~e~ = 5.6. I. T~e th=~ P°~°n °f~he C°n~mct Sum Pm~edv ~lo~b[e ~ complemd ~rk ~ dete~ned ~ mul~vins ~e 5erc~nm~e compieuon o~ pomon ot ~e Work ~ ~esh~ ot ~e to~ Contra Sum ~o~ted ~o ~ po~on o~e Wor~ ~ ~e schedule ..o~ ~u~. [~ ~se o~ % ~ F~ · . . percem included = p~v~ded m Subp~ph ~.3.z o~ ~e G~e~ Con~[~o~ ~ ~ou~ ~e Con~c~ Sum ~ no[ yet b~n by Ch~ge Order: 5.8.2 Add tha~ portion . site of die Con[~m 5~ p~p~y ~lo~le ~o m=c~ ~d ~uipm~= d~v~d ~d =ui~lv ==orcd == thc Eot ~bsequcnc ink.oration J~ ~ ~omoJc[cd co~on (or. iff approved ~ ~cc by cbc O~cr. s~bJ~ s~orcd off 5J[~ =~ = [o~don ~ upon ~ wddnS)' I~ ~e~ge of ~ ' - pe~en= ( [0 %); 5.6.3 Sub=mc [he =~=e of previo= ~ym~= made by die Owns: md 5.~.4 5ub~ ~o~, J[ ~v, for which the .~hi[ec~ ~ wi~eJd or n~fled = C~e for ~s~en[ = provided ~ p~- 5.7.1 Add, upon 5ubs~r~ Compiedon of ~ ~ork, a sum s~d~[ ro ~ ~e ro~ p=ym~m roO~e 5~. l~ su~ ~o~m = the .~j[~ sh~ defame for incomolere ~ork ~d ~e~ded c~: md 5.7.2 Add, if ~n~ completion of di~ Wo~ ~ theater m=ren~v del~v~ [h~u~ no faul[ of the Con[rector. my ~oun~ pebble in =ccor~ce ~[h 5ub~m~ph 9.10.3 of the ~e~ Condkiom. ' A101-1987 4 ARTICLE FINAL PAYMENT Fimfl pa,vmenr, consuman$ r. he e~dm unp~d b~mce of ~e Conr~cz Sum, ~ be rxmde by die Owner to die Conm~o_ ~ when (1) [he ¢oncmc~ h~s ber~ . ~ve ~ p=~ md (2) = F~ C~e fo~ P=~ ~ be~ ~u~ by ~e ~ ~ ~ ~=~[ s~ be ~---~ 0~= ~o[ more ~ ARTICLE 7 MISCELLANEOUS PROVISIONS 7.1 Wh .ere reference L~ re=de in dils A~'eemen[ to a provision of the Gener=l Conditions or :mor-her Conr_~c~ Dooamenr. die r~- ¢renc= rete~ to th~ provision ~ :zz'nendcd or suppleme.n[ed bT odie~- provisions of [he Con~=c~ Documeacs. 7.2 P~.vme~u due ~qd un~d under [he Contra= sh~l be=r interest [tram die d.~e p~.vment J~ due = die m£e sm~ed beJoa.-, or Lq the =bsence thereof', =t (he'le~ m~e prev=iling r'rom (~e ro droe :It die place ~,-here die Project is loc:led. 7.3 Or. her prov~ions: ARTICLE 8 TERMINATION OR SUSPENSION 8.1 Th~ Ct~nt~act rqay_he (crFunatcd h? thc. Owner ,~. hF.C ur:ct r :~ p~v~d~ n Amclc I~ ,~r' ~hc Gcnc~ C,~ndmcm~. 8.2 ~¢ W~rk may bc ~sp~dcd by thc O~ur A101-1987 5 A~lj i~ 9 9.1 ~ - ' ~ , ENUMERATION OF CONTRACT DOCUMEHTS a ~ ~ac ,.:OnL-~c: Documents, cxccp~ for N/od/flc~r/ons L~-ucd ;~rer c:t~-~/on of ~ ~o~...~.._ ~-uun .... ~z ~ ~a ~n~r. ~ ~tAI01, 1987 9.~-2 ~e G~ Con.flora ~ ~e ~ ~nd~o~ of ~e ~n~ ~r ~m~on, .~ D~t ~01' ~.~.3 ~e Suppl~ md o~ Con~uo~ oi ~e ~n~ ~ ~ ~n~ ~ ~e Pm]~ ~ ~ Title Not Applic~h~ e 9.1.4 Thc Spcc~c::rdon.~ ~*c r. hosc conch'lcd 'Sec/on Not Applicable A101-1987 6 9.1.5 Thc Dmwin~ arc as tbllow$, and arc d~d Num~- 1 Sit~ Plan 05/30/97 2 Floor & Electrical Plans 03/20/97 3 Front & Left Elevatic~s 03/20/97 4 Rear & Right Elevations 03/20/97 5 Found~tlc~ Plan 03/20/97 6 Building Sections and Details 03/20/97 u~css a dRY'trent dine in shown 9.1.5 Thc uddcnda, it'an~.: 3r¢ ~'~ ~blluw~: Not Applicable A101-1987 7 9.1.7 T)~ ASxc~-nc~t is c~;cr~d, into :L~ of ~le d~v ~-qd ?:~r ~'L~: wdt;~l =b0ve :~ld is ~c¢oJ£~-d in ~; Icrc dl.rcc oti~n~ copic~ off whir_b one ts to be dcUv~.~ to d~e Con~z=c~or. one ~o ~bc.~cb~£cc: for use ~q thc =dm~:str~tion oft~c Con,_ct. ~nd t~c re~t~Lnde~ ~o cb.e Paul D. Lingg, ~Vice President/CEO ('Prtntetl name anti tttley r~ CAUT1ON: You should sign an original AIA document which has this caution printed Jn red. ~l~lllil:A'~-6~gin'~l:a~r~'~:~f~'-~ha~es:~ii'J-fi&~'i:ie:o~e-~-a~ ~nay occur when documents are reproduced. A101-1987 8 E R I C'A, N I N $ T I T U T E 0 F A R C H I T ~ C' T $ AIA Document .4201 General Conditions of the Contract for Construction THIS DOCUME.N'f HMS IblPORTA~VT LEGAL CONSEQUENCES; COHSULTATION WITH AN ATTORNEY IS Ef. ICOUIbiGED WITH RESPECT TO 17'~ MODIFIGATION 1987 EDITION TABLE OF ARTICLES 1. GENERAL PROVISIONS 2. OWNER 3. CONTRACTOR 4. ADMINISTRATION OF THE CONTRACT 5. SUBCONTRACTORS 6. CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7. CHANGE5 'IN THE WORK 8. TIME 9. PAYMENTS AND COMPLETION 10. PROTECTION OF PERSONS AND PROPERTY 11. INSURANCE AND BONDS 12. UNCOVERING AND CORRECTION OF WORK 13. MISCELLANEOUS PROVISIONS 14. TERMINATION OR SUSPENSION OF THE CONTRACT Thi~ document h~ been approved and endorsed by the .,~ociated General Contractors of ..Xmerica. C ~pvright 1911 1915, 1918. 1925, 1937, 1951, 1958, 1961. 1963, 19(~. 1967, 1970 1976 ©1987hv The Ameri~? institut~ of Ar~;hitccts.. Am 0OCdMESr *;o~ · <;[.~.~L (:O~l)mo.~s <)F T~ m ...... A201-1987 I IND___~ Acceptance of Nonconfomllng Work ......... 9.6.6, 9.9.3, 12.3 Building Permit ................ Acceptance of Work ......... 9'6.6,9.8.2,9.9,3,9,10. i,9.10.3 Access to Work ............. '.' ............ Accident Prevent on 316, 621, 12.1 Ac= =,d Om ,io " 'j ¥{ ;'; ........ 4.2.5 10 ........... ~.zz.8, 3.18, 4.2.3, 4.3.2, Addenda 4.3.9, 8.3.1, 10.1.4, 10.2.5, 13.4.2, 13.7, 14.1 ui .......... 4.3.6,4.3.7,4.3.9,6. l.1, 10.3 Additional Inspections and Testing ..... :. 4.2.6, 9.8.2, 12.2.1, 13.5 Additional Time, Claims for.., .......... 4.3.6, 4.3.8, 4.3.9, 8.3.2 ADMINISTRATION OF THE CONTRACT Advertisement or Invitation to Bid ....... 3.3.3, 4, 9.4, 9.5 Allowances ....... . ......' 4.2.13, 4.5.1 Appflcatfona forp'¥..~:~-Y'' '7: .................. II 3 I 1 n g; ~--.5, 7.3.7, 9.2, 9,3, 9.4 9.5. , ~'.o..% ~'.10.1, 9.10.3, 9.10.4, 11.1.3, 14.2.~.~ Capitalization ............. · .................. 3.17.~ Certificate o fSubstantial Completion ................... 9 8 2 CerUflcates for Payment ...... 4.~ 5, 4 ~ 9 933 g 4 g~hange Orders, Definition of .... l 1.3.4, 11.3.9, 12.1.2 CHANGES'I~'Ti4~'WORK .... 3.1 I, 4.2.8.7, 8.3.1 9.3. '013 Claim, Definition of ................................. 4 ~ '1 Claims and Disputes ................ 4.3, 4.4, 4.5.6.2.5, 8.3.2, 9.3.1.2, 9.3.3, 9.10.4, 10.1.4 Claims and Timely Aeserflon of Claims Approvals .... 2'4'3'3'3,3.5,3.10.2,3.12.4through3. 2.8,318.3, Arbitration ..... 4.2.7, 9.3.2, 11.3.1.4, 13.4.2, 13.5 ........ 4.1.4, 4.3.2, 4.3.4, 4.4.4, 4.$, Arch ec.E×tentofAuthg;;;/ ........ ; ............. 4 1 '~.'~. 5.2.6.3, 7.1.2, 7.2.1, 7.3.6. 7.4.9.2. 9.3.1, 9.4, 9.5, Architect, Limitations OfAuthorl v and Res OhS ' Architect's InterpretatJort5. !'f .6, 4.2,7, 4.2.8, 4.3.7, 7.4. l, 12. I. 13.5.2 Arehitec,'$ On-$kc Ohservati ,;; .......... .~; ~4,~.~ I, 4 2.12.4.3.7 ~rr~hh!'ect;sPr"iectReprezenta ,'e ... ' 9.5,1, 9.10.1. 13.5 Work 2 A201-1{J87 Claims for Additional Cost.. ' ............... 4.5.8 Claims for Additional Time ............ 4.3.6,4.3.8, 4.3.9, 8.3.2 Claims tot Concealed or Unknown CondlUons. . Cia/ms for Damages . 3 8 -I ~ o ~. .... ' ......... 4 3.6 Cleaning Up ........... · ......... 3' '1'5,'6'3 Commencement of Sla~uto~ ~.}nl}t~/~r~ ~;~ '. ', ....... Commcncemen~t of?e. ~'ork. Conditions Re sting to:: ...... ,'/ Communications Facilitating Contract COMPL,.=TIoN, PAYMENTS AND ...................... Compli:mce with Laws 9.8. 9.9. i. 12.2.2. 13.7 C°nditJon$ of the Contract . ' .................... 4.3.6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS Construction Change Directives . · :, .......... 73.1 C°nst ruction Schedules. Commctor.~ ............... 3.10.6A.3 Contingent Assignment of Subcontracts Continuing Contract Performance ................ 5.4 CONTRACT, 'rERa~INAT}ON' 0~4 ...................... ~.1.2 · SUSPENSION OFTHE . 8.1.1 CONTRACTOR ....................................... 3 Contractor, Definition o f ......................... 3.1,6.1.2 Contractor's 8id .................................... ].1.] Cont mctcr's Construction $chedulss ............. 3.10,6.1.3 Contractor's Employc~s ....... 3.3.2, 3.4.2, 3.8.1, 3.9, 3.18, 4.2.3, 4,2.6, 8.1,2, 10.2, 10.3, 11.1.1, 14.2.1.1 Contracto r's Liability [nsuran.¢e ....................... 11.1 Contractor's Relationship with Separate Contractors and Owner's Forces ...... 2.2.6, 3.12.5, 3,14.2, 4.2.-i, 6, 12.2.5 Contructor'sR¢lutionshipwithSubcontracto~s ....... 1,2.4,3.3.2. Contracto r's Relatiortship with the Architect .... 1.I.2.3.2.{, 3.2.2. Contractor's Rep resentafion$.. 1.2.2.3.5.1,3.12.7, 6.2.2.8.2.1,9.3.3 Contractor's Responsibility for Those Performing the Work ................. 3.3.2.3; 18.4.2.3, 10 Contracior's Review o f Cont r-act Documents ...... 1.2.2, 3.2, 3.-.3 Copies Furnished of Drawings ~nd SpeciHcations ... 1.3.2.2.5, 3.l I Co$t. Definition of ............................ 7.3.6. 14.3.5 Coiling and Patching ........................... 3.14,6.2.6 Damages for Delay. ................... 6.1.I. 8.33.9.5.1.6. 9.7 Date of Commencement of the Work. Definition of ......... 8. 1.2 Decisions to W[thhold Carfiflcaflon .......... 9.5, 9.-. 14.1.1.3 Rcicction and Correction oir ............ 2.3, 2.-~. 3.5.l. ~.2.1. Delays and Extensions of Tlme .......... 4.3.1. 4.3.& 1.4.3.8.2. Emergencies ................................. 4.3.7,10.3 Employees, Cont factor's .......... 3.3.2, 3.4.2.3.8.1.3.9, 3.18.1, Equipment. Labo r..Materials and .......... 1.1.3. 1.1.6.3.-t. 3.5.1. Execution:md Progress of the Work ....... 1.1.3. 1.2.3, 3.2.3.-L 1. Execution, Correlation and Intent of the Comract Documents .......................... 1.2, 3.7.1 Extensions of Time ............. 4.3.1.4.3.8. -.2.1.3.8.3. [0.3.1 Failure o f Payment by Contractor .............. 9.5.1.3. I-L2.1.2 Failure o f Payment by Owner ................ -L3.7.9.7. 14.1.3 Faulty Work [See Defective or Nonconforming Work) FMal Complefion and Final Payment ........ 4.2.1.4.2.9.4.3.2. Financial Arrangements. Owner's ....................... 2.2.1 Fire and Extended Coverage Insurance .................. I 1.3 GENERAL PROVISIONS ................................ 1 Governing Law ................................... 13.1 Guarantees (See Warranty and Warranties) Hazardous Materials ............................ 10.1. 10.2.4 Identification of Contract Documents .................. 1.2.1 Iflformatlon and Selx'lces Required of tile Owner .... 2.1.2,2.2, Injury or Damage to Person or Property ............... 4.3.9 Inspections ......................... 3.3.3.3.3.4.3.-.1.4.2.2. Insurance, Boiler and Machinery ................... 11.3.2 Insurance, Contractor's Liability ...................... 11.1 Insurance, Effective Date o f ..................... 8.2.2. ~ [.1.2 Insurance, Loss of Use ............................. 11.3.3 Insurance, Ow net's Lia billty .................... 11.2 Insurance, Proper'e/ ........................... II) 2.5.11.3 Insurance. Stored Materia[~ .................... 9.3.2. I [.3.1.4 INSURANCE AND BONDS ............................. 11 Insurance Companies. Consent to Partial Occupancy . . 9.9.t. I [.3.11 Insurance Companies. Settlement with ................. 11.3.10 interest 13.6 Labor and Materials, Equipment .... t. 1.3. L I .t,. 3.4, 3 ': 1.3.~.2. Limitation on Consolidation or Joinder 4.8.5 AIA DOCUMENT A201 · i:,'F.~E~AL t:OM)I'['It):':~. OF THE ( , ,~.TR.~[:'[' F( >R . ( ,x<r)(I ( T;( ,'. · !~ ,, II'[l ~-::',Tli EI)I I']t)~; Lirni~atinna of Time, General ........... 2.2.1 2 2 4, 5 2 i, 5.7 .5 Limitadons ot Time, Specific ......... 2.1.2, 2.2.1', 2.4, 5.10, 3.I 1, Lo~ of U~ ~n~umnca ............................. Minor ~h~nges in the Wo~ .......... 3.3. , a.-.3, 4 _ , 9.4._ MISCEL~NEOUS PROVISIONS I.I. 1, 4.2.8, 4.3.7, 7. I, 7.4 Modification& Definitinn o f ....................... ~onconts~ing Wo~, Accepmnca'~i :::::5 :: .....~'~ Notice ..... 4.3.5. 9.5.2, 9.&2, 12. 13.7.1.3 ........ 2-3, 2,4.3.2. L 3.2.2, 3.7.3, 3.7.4, 3.9, 3.12.8. ............... 2.3,2.4,3.9 3.12.8,3 2.9,4.3 Noflce~ Pe~i~ F~sand ' ~ 3 7, 3 3 7 3 6 4 8.2.2 Obsem.atio~. Contractor's ...... ] ..... ..... ]'.'. ]. 7 .2.2.3.2 2 9.4.2.9.8.2, 9.9.2. 9.10.1 O~ner, In~atmn and Se~ices Required of the .... 2 OwnePs Llabili~ thsumnca ........... 2.2.1. 14.1.1.5 Owners Right to Cle~n Up .......................... 6.3 Owner's Right to Perform Construction and to Award Separate Contacts Owner's Right to Stsp the Wo~ ...................... 6.1 ................ 2.3, 4.3.7 Owner's Right to Suspend the Work ................... Ownership and Use of Architect's Drav~j~1'g~,'~l~i~,l'ci~i~r~s 14.2 and Other Documents ................ Partial Occupancy or Uae . I. 1. I. 1.3, 2.2.5, 5.3 Patching Cull~naand ................ 9.6.5,9.9, 1.5. il Patents, Royalties and Payment, Applications for ....................... 7 ................ 4.2.5, 9.2, 9.3, 9.4, Payment, Certificates for ........... 4.2.5, 4.2.9, 9.3.5, 9.4, 9.5, 9.6.[, 9.6.G, 9.7. l, 9.8j, 9.] 0. i Payment, Failure of ................... : ...... · . , 14.2.4 Payment Sond, Performance Sond and Payments. Progress 9.10.3. 11.3.9, 11.4 .......................... 4.3A. 9.3, 9.6, PAYMENTS AND COMPLETION 9.8.3.9.10.3. 13.6. t4.2 3 .................... ~.~.2, 9.5.1.3. 9.6.2. 9.6.3. 9.6.4, 11.3.8, 42 2 .................. 7.3.6.4. Permits, Fees and Not/cee ....... 2-2.3.3.7,3.13.7.5.6.4. 10.2.2 PERSONS AND PROPERTY, PROTECTION OF . Product Data. Detini~ion of ......................... 3.12.2 Product Data and Samples, Shop Drawings... 3. I I 3.12, 4.2.7 Progress and Completion Progress Payments ................... 4.2.2, 4.3.4,8.2 ............................ 4.3.4.9.3. Project Manual, D Project Representatives 2.2.5 PROTECTION OF Pl~Ri6}~ J~6 ~F~6P~W'. ..... 1u.2.5, lt.3 Reiection of \Vork ' Re~resenlafivcs ............ . 2.1.1.3.1.1,39. Resolution of Claims and Disputes ................. 4.4, 4 A201-1987 ': Rules and Notices for Arbitration ..................... 4.5.2 Safety of Pemuns and Property ....................... 10.2 Safety Precautions and Programs ........... 4.2.5, 4.2.7, 10.1 Samples. Definition of .............................. 3.12.5 Samples, ShopDrawlngs, P~oductDataand ... 3.11,3.12,4.2.7 Samples at the Site, Documents and ................... 3.11 Schedule of Values ............................. 9,2, 9.~.] Sepm'arc Contracts and Contractors .......... 1.1.4,3.14.2,4.2.4, Shop Drawings, DefinMon o f ......................... 5.12.1 Shop Drawings, Product Data and Samples .... 5.11,3.12, 4.2.7 Site, Useof .............................. 3.13, 6.1.1,6.2.1 Site ln~pectiorus ... 1.2.2, 3.3.4, 4.2.2, 4.2.9, 4.3,6, 9.8.2, 9.10. l, 15.5 Special Inspections antiTesting .............. 4.2.6, 12.2.1, 13.5 Speeifleatlone, Definition of ~e ....................... 1.1.8 Statutes of Limitations ....................4.5.4.2. 12.2.6, 13.7 5topping the Work ............. 2.3, 4.3.7. 9.7, I0.1.2.10.5, 14.1 Stored Materials ........... 6.2.1,9.3.2, 10.2.1.2. 11.3.1.4, 12.2.4 Subcontractor. Definition of ........................... 5.1.1 SUBCONTRACTORS .................................. 5 Subcontractors, Work by .................. 1.2.4, 3.3.2, 3.12.1, 4.2.3, 5.3, 5.4 Subcontractual Relatione .............. 5.3, 5.4, 9.3.1.2, 9.6.2, Subrogation; Waivers of ................. 6.1.1, 11.3.5, 11.3.7 Substantial Completion ............. 4.2.9, 4.3.5.2. 8.1.1,8.I.3, Substitution o f Subcontractors .................... 5.2.3,5.2.4 5 ub-subcontractor, Deflnitio n o f ....................... 5.1.2 Subsurface Condifi~n$ ............................... 4.3.6 Successors and Assigne ............................ 13.2 Superintendent ............................... 3.9, 10.2.6 Supervision and Construction Procedu res ...... 1.2.4, 3.3, 3.4, Surety. Consent of ........ : .............. 9.9.1.9.10.2.9.10.3 Surveys ..................................... 2.2.2.3.18.3 Suepension by the Owner for Convenience ............. 14.3 Suspension of the Work ............. 4.3.7, 5.4.2, 14.1.1.4, 14.3 Suspension or Termination of ~he Contract ...... 4.3.7, 5.4.1.1. 14 Taxes ...................................... 8.8, 7.3.6,4 Termination by the Contractor ........................ 14.1 Termination bYtfie O~ner ~or ~auem ............. 5.4.1,1,14.~ Termination o f the :trchitect .......................... 4.1.3 TERMINATION OR SUSPENSION OF THE CONTRACT ...... 14 Tests and Inspections ..... 3.3.3,4.2.6,4,2.9,9.4.2, 12.2.1.13,5 TIME ............................................... 8 Time, Deleye and F...xt eneione of .............. 4.3.8,7.2.1,8.3 Tlme Llmtt$ on Claime ......... 4.3.2.4.3.3, 4.3.6, 4.3.9. 4.4, 4.5 Title to Work ................................. 9.3.2.9.3.3 UNCOVERING AND CORRECTION OF WORK ............. 12 Uneoverng of Work ................................ 12.1 Unforeseen Conditions ..................... 4.3.6.8.3.1.10. l Unit Prices .................................. 7.1.-~. 7.3.3,2 U$¢ of Documents ............... 1.1.1,1.3,2.2.5,3.12.7,5.3 Use of Sits ............................ 3.13, 6. l. 1.6.2.1 Value, Schedule of ............................ 9.2, 9.3. I Waiver o f Claims by thc Archltect ...................... 13.-~.2 Waive~ of Claims by the Contractor ......... 9.1 O.4, 1 ] .3.7. 13.4.2 W~iver of Claims bYthe Owner .............. 4.3.5.4.5.1.9.9.3, Wa/ver of Liens .................................... 9. I0.2 Waivers of Subrogation ................... 6.1. I, 11.3.5, 11.3.7 Warranty and Warranties ......................... 3.5, 4.2.9. When Artaitratlon May Se Demanded .................. 4.5.4 Work. Definition of ................................. 1. 1.3 Written Notice .......... 2.3, 2.4.3.9. 3.12,8. 3.12.9.4.3, ~. 4.4. Written Orders .............................. 2.3.3.9. ~.3.7. GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION A_~RTIC.LE 1 GENERAL PROVISIONS 1.1 EASlC DEFINITIONS 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents consist of thc Agreement be~,,ecn Owner and Contractor (h~reinm~ter the Agreement), Conditions of the Contract (General, Supplementary mud other Conditions), Drawings, Specifications, addenda hsued prior to execution of the Contract, other documents ~ted in the Agreement and Modifications issued after executioh of the Contract. A Modifi- cation is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the .~'chitect. Unless specificafly enumerated in the Agreement, the Contract Documents do not include other documents such as bidding requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid or portions of addenda relating to bidding requirements). 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represen~ the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representstions or agreements, either written or oral. The Con- '~lml not De cortstrued to create a contrac- tual relationship of any k nd (1) between the Azchitect and Con- tractor, (2) between the Owner and a Subcontractor or Sub- subcontractor or (3) between any persons or entities other than the Owner and Contractor. Th~: Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. 1.1.3 THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other Labor. moieties, equipment and services provided or to be provided by the Contractor to fi. Jlfili the Contractor's obligations. The ~ork may cons irate the whole or a part of the Proiect. 1.1.4. THE PRO,JECT The Project is the total construction of which the \";'ork per- tbrmcd under thc Contract Documents may be the whole nra part and which may include construction l~v the Owner or hv separate contractors. 1.1,5 THE DRAWINGS Tile Drawings are the graphic and pictorial portions ~ thc Con- generally including plans, clcvanons, sections, detads, sched- ules and diagra~ s. 1.'J.6 THE SPECIFICATIONS merit, construction systems, standards and workmanship for the Work, and performance of related services. 1.1.7 THE PROJECT MANUAL Thc Project Manu~ is the volume usury ~embled for the Work which may include the bidding requirements, sample form.s, Condinon~ of the Contract and Spec~cadons. 1.2 EXECUTION, CORRELATION AND INTENT 1.2.1 Thc Contract Documents shall be signed by the Owner and Contractor as provided in the Agreement. if either thc Owner or Contractor or both do not sign all thc Contract Documents, the Architect shall idemifv such unsigned Docu- ments upon request. ' 1.2.2 Execution of the Contract by the Contractor is a repre- ~-' ~enrarion that the Contractor has visited the site, become famil- :ar with local conditions under which the Work is to be per- formed and correlated personal observations with require- merits of the Contract Documents. 1.2.3 The intent of the Contract Documents /s to include all items necessaQ, for he proper execution and completion of the Work by the Contractor. The Contract Documents are comple- mental,, and what is required by one sha~l be as binding as if required by all; performance ~x. the Contractor shall be required only to the extent consist~ru with the Contract DOcu- ments and reasonably inferable from ~em as being necessary to produce the intended results. · 1.2.4 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Wgrk to be performed by any rode 1.2.5 Unless otherwise stated in the Contract Documents. word5 which have well-known technical or construction indus- tO' meanings are used in the Contract Documents in accord- ante with such recognized meanings. 1.3 OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 1.3.1 The Drawings, Specifications and other documents prepared by the Architect are instruments of the Architect's sen'ice through which the Work to be executed by the Con- tractor is described. The Contractor may retain or~e contract record set. Neither the Contractor nor an~' Subcontractor. Sub- subcontractor or material or equipment ~upplier shall own or' claim a copvrigh in the Drawings, Specdlcations and other documents prepared by the Architect. and unless otherwise indicated the Architect sJ'~ali be deemed [he author of them and will retain ail common Law, statutory and other reserved rights. 6 A201-1987 ,/ .? Work without the specific written consent of the Owner and Architect. The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are granted a limited license to use and reproduce applicable pordons of the Draw- ings, Specifications and other documents prepared by the ,~xchitect appropriate to and for use th the execution of their Work under the Contract Documents. All copies made under this license shall bear the statutory' copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect. Submittal or distribution to meet official regulatory, requirements or for other purposes in con- nection with this Proiect is not to be construed as publication in derogation of the Architect's copyright or other reserved rights. 1.4 CAPITALIZATION ' 1.4.1 Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the tides of num- bered an:ides and identified references to Paragraphs, Subpara- graphs and Clauses in the docm'nent or (3) the fides of other documents published by the American Institute of Architects. 1.5 INTERPRETATION 1.5.1 In the interest of brevity the Contract Documents ftc- quently omit modlfTing words such as "all" and "any" and arti- cles such as "the" and "an," but the fact that a mo~'ifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. ARTICLE 2 OWNER 2.1 DEFINITION 2.1.1 The Qwner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized eepresentative. 2.1.2 The Owner upon reasonable written request shai.I furnish m the Contractor in writing information which is necessary and relevant for the Contmctor to ev':Muare, give notice t~f or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on whictt the Project is located, usually referred to as the site, and the Owner's interest therein at the time of execution of the Agre~:ment and, within five days after any change, information of such change in title, recorded or unr~cnrded. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER 2.2.1 The Owner sba.ti, at the request of the Corumctor, prior to execution of the .4.grerment and promptly from time to time thereafter, hirnish t'o the Contractor reasonable evidence that financial arrangements have bern made to fulfill the Owner's 2.2.2 The Owner ~llall furnisll su~,'eys describing plax'sic-al ments and charges required for construction, use or occupancy of permanent structures or for permanent changes in em.sting facilities. 2.2.4 Information or services under the Owner's control shall be furmShed by the Owner with reasonable prompmec~ to avoid delay in orderly progress of the Work. 2.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, such copies of Drawings and Project Manuals as a~e reasonably necessary for execution of the Work. 2.2.6 The foregoing m'e in addition to other duties and respon- sibilities of the Owner enumerated herein and especially those in respect to Article 6 (Construction by Owner or by Separate Contractors), 3xticle 9 (Payments and Completion) a~d Article 1 1 (Insurance and Bonds). 2.3 OWNER*S RIGHT TO STOP THE WORK 2.3.1 if the Contractor fails to correct Work which is not in accordance with the requirements of thc Contract Documents as required by paragraph 12.2 or persistendy fai~ to car~- out Work in accordance with the Contract Documents, the O~ner, by written order signed personally or by an agent specifically so empowered by the Owner in wnting, may order thc Contrac- tor to stop the Work, or an}. portion thereof, until the cause for such order has been criminated: however, the right of the Owner to stop the Work shMl not give rtse to a duty on the par[ of the Owner to exercise this right for the benefit' of the Con- tractor or any other person or entity, except to the extent required by Subparagraph 6. l.3. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK 2.4.1 If the Contractor de£auits or neglects to carry, out the Work in accordance with the Contract Documents and tails within a seven-day period a~er receipt of written notice from the Owner ti) commence and continue cortection of such det~uit or neglect with diligence :md promptness, the Owner may after such seven-day penod give the Contractor a second written notice to.correct such deficiencies within a second seven-day period. If the Contractor within such second seven- da}' period al~er receipt of such second notice tails to com- mence and continue to correct an}' deficiencies, the Owner may, without prejudice to other remedies the Owner ma}' have. correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or there-after due the Contractor the cost of correcting such defi- ciencies, including compensation fur the Architect's addition'.fl services and expenses made nece,asary b:,' such default, neglect or t~ilure. Such action by the Owner and amounts charged to the Contractor are both subject to print approval of the Archi- dil'fcrcnc¢ to thc Owner. ARTICLE 3 CONTRACTOR DEFINITION 3.2 REVIEW OF CONTRACT DOCUMENTs AND FIELD CONDITIONS BY CONTRACTOR 3.2.1 The Contractor shall care,f~Iv study and corot:rare the · Contract Documents wi/h each o~er and with ini=ormarion ~rmShed by the Owner pussmnt to Subparagraph 2.2.2 mad Owner or Architect for damage resu/ting fi'om errors, inconsis. knowingly failed to report it to ~h? Architect. If the Con- for shall assume appropriate responsibility for such perfor- mance and shall be:Lr an appropriate arnoun't of the attributable costs for correction. 3.2.5' The ContraCtor shall take field measurements and verify field conditions and shall care~uay compare such field me'a- 3,2..3 The Contractor shall perform the Work in accordance suant to Paxagraph 3.12. and submittals approved pur- 3.3.1 The Contractor shat/ supervise and d/rect the Work, using the Contractor's best skill and attention. The Contractor tions concerning these matters. 3.3,2. The Contractor shall be responsible to the Owner for acrs 3.3.4 The Contractor shall bl responsible for inspecrJon of pot- mine that such porti6ns are in proper condition to receive sub- 3.4.: Unless othm.~..ise provided in the Contract DOcuments, the Contractor shall provide and pay for labor, materials, equip- 3.4.2. The Contractor shall en(orce strict discipline and good 8 3.5 WARI:IANTy 3.$.1 The Contractor warrants to the Owner and Architect that materials and equipment fun'z~hed under the Contract will be of good qua.~ty and new ur,Jess otherwise required or permit- ted by the Contract Documents, that the Work will be free from defects ' · not inherent m the quarry required or permitted, and that the Work wi.U conform with the requirements of the Contract Documents. Work not conforming to these require- ments, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warrant}, excludes remedy for damage or defect caused by abuse, modifications not e.'~ecuted by the Contractor, improper or insufficient mairuenance, impro~er operation, or normal wear and tear under normal USage. If required by the Architect, the Contractor shall furnish satisfactory evidenc~ as to the kind and quality of materials and equipment. 3.6 TAXES 3.6.1 The Contractor sha/l pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Con- tractor which are legally enacted when bids are received or negotiations concluded, 'whether or not yet effective or merely scheduled to go into effect. 3.7' PERMITS, FEEs AND NOTICES 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for he building permit and other permits and governmeruai tees, licenses and inspections necessary for proper execution and completion of the Work which are customarily secured afzer execution of the Contract and which are legally'required when bids are received or nego- tiations concluded. ' 3.7.2. The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities bearing on performance of the Work· 3.7.3 It is not the Contractor's responsibilit7 to ascerta/n that the Contract Doo.u'nents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and reguLa- tions. However, if the Contractor observes that portions of the Contract DOcuments are at variance therewith, the Contractor shall promptly notify the .Architect and Owner in writing, and necessary, changes shall be accomplished by appropriate Modification. . 3.7'.4 If the Contractor performs Work knowing it to be con. tmry to aws. statutes, ordinances, building codes, and rules and regulations without such notice to the Architect and Owner, the Contractor shall a-s.sume full responsibility for such Work and shall bear thc attributable costs. ' 3.8 ALLOWANCES 3.8.1 The Contractor sha~ include in the Contract Sum ail' allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such anaoun~ and bx- such persons or entities as the Owner may direct, but the Coniractor shall not be required [o employ persons or entities against which [he Contractor makes ressonabJe objection. 3.8.2 Unless otherwise provided in the Contract Documents: .1 materials and equipment under an aih)w:lncc shall be .3 Contractor's cosr~ for urdo~ding ;md h~ndl~ng ~t the site, labor, inst.~arion costs, Overbid, p~ ~d O~er e~e~ contemp~ted for Sm~ed ~o~ ~h~ be ~dudcd ~ ~e ~O~ce not ~ the ~O~c~; Con.ct S~ md the Contract S~ s~ be adjured accot~y by Change Order. The ~ount of ~e Ch~ge Order reflect (1) the difference be~een act~ cos~ ~d ~e a~OW~ces ~der C~me ~.8.2.2 ~d (2) Ch~g~ Contmctor's cos~ under CIa~e ~.8.2.J. ~.9 SUP~iNT~DENT ~.~ 1 The Con~ctor sh~ employ a ymCtOr, lmpo~t co .n;.-.- m~mg ~ ~ven to ~e on- t.10 CONT~TOR'~ ~ON~TRU~ION 3.10.1 ~e Cont~ctor, gr°mpdv ~er be~g aw~ded the Con- t~ct, sh~ prep~ ~d sub.it f~r ~ Ow~gr,S ~d The schedule sh~ ~ot exCeed c.~e ~i~ CUrrent under the Contract Do~men~ ~O~l ~ termed at appmprmre inte~ ~ rebted ~o t~e eniire Project ro ~he exrem required by tSe Con- 3.10.2 ~e Con~ctor sh~ prep~e ~d ke~ _ of submi~r~ which ~ C~rdi- 3.11 D~UME~s AND SAMP~ AT THE S~ 3.11.1 ~e Con~c;or sh~ m~ ~ ~e ' one record COpy of ~e Dmw~, s;te ~or ~e Owner SPecimen;ions, =dden~, co~s;~ctJon. ~ i~ =dd/[Jon approved Shop Drawing, Prod- 3.12 SHOP D~WINGS, PRODU~ DATA AND SAMp~ 3.12.1 Shop D~win~ ~e drawing, dbg~s' schedul~ ~d other d=m Specmgv Prepared for [h ~ 5ubcom~ctor. ~ub-~ubcont~. c Work ~g the Commc~or or m~tcri~ljs, equip~um ~ r ~i~ rkm. - . il/ustrnre b} which thc k~ ~>rk will he jud~a~h~p and esrahhsh st3ndur~s which submkr~Js arc re e~ed in ~e Con~ Do ' - · e ~mflo~ of 8ubp~ph 4.2.7. ' ' Con~mc~o~ sh~ review, ap rove ~d ub~i ~o ~e ~chl~ecr 8hop Dmwm~, Product Da md s~fl=reqUired by ~e Con~mc~ able PrOmpm~ ~d m su~ ~qu~ce ~ ~o ~ no dehy ~e ~ork or ~ ~e ac~vifl~ of ~e Owner or wi~ ~on- required by ~e Conrmc~ ~enm m~y be returned 3.12.6 ~e Con~mc~or sh~ perfo~ no Pod/on of ~e Work requ=m~ SUbmi[~ ~d review of Shop Dmw~, Pmduc: Dai~ 5~pl~ or s~= subml~,unn/~e respective Subm/[ r~ h~ been ~Pproved by ~he ~ch ~ec[ S accor~ce w/ih =pprov~d su~ · · uch Work sh~ be 3.~2.7 By 2pproving ~d submir~ Shop Dmw~, Produc~ ~ha[ ihe Con~mctor h~ dete~ ~d verJfi~ m=[e~, field couc~ed wirh~ ___ ~u coordinated ihe info~a~on such submirr~ w/ih ihe requiremenu of ~e ~ork ~d of [he Con,mcr Documen5. 3.12.8 ~e Con,mc:or sh~/ no~ be relieved of for dev~i/ons from requiremen~ of ~he Contract DOcumen~ by ~he .~chi[ec~'s =Pp~v= of Shop Dr=win~. Product ~. 5~pies or s~ submi~ unJe~ the Commcror h~ specific~v nfo~ed ~he ~chitecr ~ wddng o[ such ' a~ ehe (~e of submii~ ~d ~e ~chit~ h~ Wen wfinen approv~ ro [he specific deviation. The Contractor sh~J ?lieved oieesponsibiJi~y for errors or Omissions in 5hop Dmw- ln~s, Produc[ ~ra, 5~pi~ or s~il~ SUbmi[~ by he .~chi- ~:'s upprov~ ~hereof. 3.12.9 ~e COmmcror sh~/direct Specific ~itent/on, ~ wridng or on r~ubmi[~ed Shop Drawing, Produc~ Dam. S~p/es or s~il= Submi[~, ro revisions O~her ~h~ ~hose requested by the .~chirect on previo~ subm/n~. 3.~2.~0 Info~ation~ submi[~s upon Which the .~chi~i the Comfier DOCuments. may be so /dcm/fled 3.~2.11 ~hen profession~ cenifl~on °/~erfO~ce cn[ena of m=te~, systems or equipmeni ~ required by the Con[mcr Do~ens, ihe ~itecr sh~ be en[itled ~o tek, upon uc~m~ ~d COmp/e[en~ of such ~cul=rions ~d 3.13 USE OF S~ 3.13.~ ~e Contractor sh~l confine operations ur ~he sire Documen[s ~d s~J marerb5 or equipmen~~ unr~onabl)- encumber ihe she 3.~4 CUWING AND PATCHING 3.~4.~ The Conlmcror sh~l be eesponsibJe for ~urrmg, fining fl~ fore[her proper/).. A201-1987 9 not be unresson~bly withheld. The Contractor shall not .sonably w~th~old from the Owner or a separate contractor the 3.15 CLEANING UP 3.15.1 The Contractor shall keep the premises and surround- caused by operations under the Cone. tact. At completion of the equipment, machinery and surplus materials. 3.15.2 If the Contractor ~Jls to dean up as provided in the thereof shall be charged to the Contractor. located. 3.17 ROYALTIES AND PATENTS 3.17.1 The Contractor shall pay ali rovalt es and license fees. The Contractor shall defend suits or claims for infringement of such defense or loss when a particular design, proceas or prod- the Contract Documents. However, if the Contractor has re~- shall indemni~, and hold harmless the O~'ner, Architect, Archi- from and against claims, damages, losses and expense, s, includ- age, loss or expense is attributable to bodily injur-,, sickness, er{:,' (other than the Work i'tsclt) including Joss of usc resulting ncglJgeru acts or o~nissions, of the Contractor a Subcontractor, whose acts they may be li-~ble, regardless of whethe~ or not such claim, damage, loss or expense is c:]used in part by a party indemnified hereunder. Such obligation shall not he cc')nstrued described in this Paragraph 3 18. under this Par:lgraph 3.18 by an cmpk:?'cc ~:f th~ Contractor, a tect's consultants, and agents and employees of any of them arising Out of(l) the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or specifica- tions, or (2) the giving of or the failure to give directions or L~tructions by the ,M'chitect, the .-krciaJtect's consultants, and agents and employees of any of them provided such giving or failure to give is the pdma~.' came of the injury or damage. ARTICLE 4 ADMINISTRATION OF THE CONTRACT 4.1 ARCHiTECT 4.1.1 The Architect is the person lawfiJll.v llcehsed to practice m'chitecture or an entity lawfuLly practicing architecture iden- tit]ed as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect" means the Architect or the Architect's authorized representative. 4.1.2 Duties, responsibiJines and limitations of authority of the Architect as set forth in the Contract Documents shall'not be restricted, modified or extended without wdtten consent of the Owner. Contractor and .4zchitect. Consent shall not be unrea- sonably withheld. 4.1.3 In case of termination of employmen of the Architect, the Owner shall appoint an architect against whom the Con- tractor maJ<es no reasonable obiection and whose status under the Contract Documents shall be that of the former architect. 4.1.4 Disputes arLsing under Subparagraphs -LI.2 and 4.1.3 shall be subject [o arbitration. 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT 4.2.1 The Architect will provide adJ'ninistra[infl of thc Contract as described in the Contract Documents, and will be ~e Owner's representative (1) during construction. (2) until final payment is due and ~3) ~,'ith the Owner's concurrence, from time to time during the correction period described in Para- graph 12.2. The Architect will advise and consult with the Owner. The Architect will have authority to act on behalf of the Owner only to the extent provided in th~ Contract D )c?ments unless othec~..ise modit]cd by written instrument in accordance with other ptovisinns of th~ Contract. 4.2.2 The Architect will ;'isit the site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the completed Work'and to determzne in general if the ( rk ts being pertormed in a manner inulcat- lng that thc Work. when completed. ~.'ill be in accordance with the Contract Documents. However. the Architect ';','ill not be required to make exhaustive or conununus on-site inspections t9 check quality or quan ltv of the Work. On the basis of on- site observat:ons ;ts an architect, the Architect ~.'ill keep the Owner intbrmed of progress of the Work. :md will endc-avor to guard the Owner against det~'cts ;md deficiencies in thc' Work. 4.2.3 The Architect will no[ have contr./over or c ar~e of:md L_ 10 A201-1987 tractor, Subcontractors, or their agents or employees, or of :any other persons performing portions of the Work. " 4.2.4 Communications Facilitating Contract Administra- tion. Except as other'wise provided in the Contract Documents or when direct communications have been specially autho- rized, the Owner and Contractor shall endeavor to commtmi- cate through the Architect. Communications by and with the Architect's consultmnts shall be through the Architect. Commu- nications by and. with Subcontractors and matedal supptiers sh~tl be through the Contractor. Communications by and with separate contractors sh~ be through the Owner. 4,2.5 Based on the Architect's observations and evaluations of the Contractor's Applications for Payment, the Architect wi.il review and certih/ the amounts due the Contractor and will issue Certificates for Payment in such amounts. 4.2.8 The Architect will have authority, to reject Work which does not conform to the Contract'Documents. Whenever the Architect considers it necessary, or advi~.ble for implementa- tion of the intent of the Contract Documents, the .~rchitect v-ill have authority to require additional inspection or tesring of the Work in accordance with Subparagraphs 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good froth either to exercise or not to exercise such anthoriq.- shall give rise to a duty or responsibility of the Archi- tect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons perform- ing portions of the Work. 4.2.7' The Architect will review and approve or take other appropriate acnon upon the Contractor's submittals such as Shop Drawings. Product I~ata and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Docu- ments. The Architect's action will be taken with such reason- able promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect's professional iudgrnent to permit adequate review. Review of such subminais is not conducted for the purpose of determining the accuracy and completeness of other details such =5 dimensions and quantities, or for substantiating instructions for installation or perfoiTnance of equipment or s>;stems, ail of which remain the responsthility of the Contractor :ts required by the Contract Documents. The Architect's review of thc Contractor's submit- tals shall not relieve the Contractor of the obligptions under Paragraphs 3.3. 3.5 and 3.12. The Architect's ~eview shall not constitute approval of safety precautions or. unle~ other~'ise specillcally stated by the Architect. of any constr~ction m<.~ans, method~, techniques, sequences or procudures. The Architect's approvaJ of a specific item shall not indicate approval of an 4.2.8 The Architect will prepare Change Orders and Crmstruc- thc \'~:'~rk :~ provided in Paragraph 7..~. 4.2.10 ti thc ( )wrier ;md Architect :lg. rcc. thc Architect will pr()- out the ..Lrchitect's responsibilities at the site. The dudes, responsib~tins and limitations of authority of such project representatives shall be =.s set forth in an exhibit to be incorpo- rated in the Contract Documents. 4.2.11 The Architect wUl interpret and deride matters concern- ing performance under and requirements of the Contract Documents on written request of either the Owner or Contrac- tor. The Architect's response to such requests will be made with reasonable prompmess and within any time Ih'nits agreed upon. If no agreement is made concerning the time within which interpretations required of the Architect shall be fur- nished in compliance with this Paragraph 4.2, then delay shall not be recognized on account of failure by the Architect to fur- nish such interpretations until I5 days 3f'~er written request is made for them. 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable from the Contract Documen~ and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to ~ecure faithful performance by both Owner and Contractor, will not show par~h'~lity to either and will not be liable for results of interpretations or decisions so rendered in good faith. 4.2.13 The Archi£ect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. 4.3 CLAIMS AND DISPUTES 4.3,1 Definition. A Clmm is a demnnd or assertion by one of the pames seeking, as a matter of right, adjustment or interpre- tation of Contract terms, payment of money, extension of time or other relief with respect ~o the terms of the Contract. The term "Claim" also includes other disputes and matters in ques- tion between the Owner and Contractor arising out of or relat- ing to the Contract. Claims mu~t be made by written notice. The responsibility to substantiate Claims shall rest with the part}, making the Claim. 4.3.2 Oecisian of Amhitect. Claims, including those alleging an error or omission by the Architect. shall be referred initially to the Architect for acuon as provided in Paragraph .~..~. A deci- sion by the Architect. as provided in Subpar'agraph 4.-~.4, shall be required as a conditiun precedent to arbitration or iltigatkm of a Cf;urn between the Contractor m-Id Owner :15. [o aJJ such matters arising prior ~o the d31e tlr, al payment is due. r _m2.ardlcss of (1) whether such matters re!ate to execution and progress of the Wt)rk or {2) dsc extent to which the Work ha~ been cnm- pleted. The decision by the Mchitect in response to a Claim shall not be a condilitm precedent to arbittatitm or litigatio.: in the even[ I I } the pt )sitilm of Architect is vacant. {2l the Archllcc[ hms not recuivcd evidence or has tailed to render a deci.sion within agreed time limits. (3) the Architdct action rcqmred under 5uhpatagtaph -~.-t.-~ within 30 days after 4.3.3 Time Limits on Claims. Cktinns by cid)ur party 4.3.4 Continuing lu~ion of a Contract Performance. Pending ~ reso- Claim induding re'bi[ration, tm/ess otherwise agreed in writing the Contractor sbail proceed d~igentiy with pert'or- raance of the Contract ;md . the Owner shall continue to rn~e payments in accordance wi~h the Conmact Documents. 4.3.5 Waiver of Claims: Final Payment. The making ofF:ma/ payment shall constitute a waiver of Claims by the Owner except those m-iSing from: .1 liens, Claims, security interests or encumbrance~ aris- lng out of the Contract ;md unsetded; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special wmm'a~ti~ required by the Contmc~ Documents. 4.3.6 Claime for Concealed or Unknown Condlt/ons. L~con- ditions are encountered at the site which are (1) subsurface or otherwise conce:z/ed physical condkinhs which differ mated- ally- from t.hose indicated in the Con[[ac[ Documents or (2) tmknown physical conditions of tm unnsua/nature, which dif- fer materm/ly from those ordinm-ily found to exist :md genemUy recogn/zed as inAerent in construction activities of the character provided for in the Contract Documents, then norJce by the observing p:my shall be given to the other party. promptly before conditions are disturbed :md in no event later th:un 2.1 d~ys :~ter ~sr observance of the conditions. The Archi- tect wllJ promptly inv~tigate such conditions md, if they differ materially :md cause an increase or decrease in the Cont~,ctor's cost of, or time required for, performance of ;m Work wUl recommend ;m ~.-. ..... . y pm of the Sum or Contract Tin, e, or both. It' the Architect de[ermines th.~t the conditions at the site are not materially d fie[ear from d~ose lad.ica[ed in the Contract Documents :md that no change in the - terms of the Contract is justihed, the Architect shall so nod~ the Owner :md Contractor in writing, stating the re'~or~. Clams by either pm-ty in opposition to such determination must be made within 21 days after the Architect has given notice of the decision, if ' the adjustment shy be referred to the Architect for initial deter- mina[ion, subject to ~rther proceedings pursuant to Pm"agraph 4.4. 4.3.7 Claims for Additional Cost. If the Contractor wishes to make ClaLm for an increase in the Contract Sum, wmten notice ~ provided herein shy be given before proceeding to execute the Work· Prior notice is not required for Claims rein[in8 to :m emergency end.:mgedng ~ife o.r property arising under Para- graph 10.3. If the Contractor believes addinona/ cost involved for reasons indud/ng but not limited to (1) = written merpretation from the ~'c-h~tect, (2) ten order for a minor change in the Work issued bv the Archi- Iect, (4) fmiure of payment bv the Owner, 15) termin~tinn of the Contract by the Owner. (6)' Owner's suspension or ~7) other re'ason=bie ground, cl=im shall be tiled in aCCOrdance with the prOcedure established herein· 4.3.8 Claims i'or Additional Time 4.tI.8.~ If the Contractor wishes to make claim tbr :m increase in the Contract Time. Wmten notice as prot'ided herein shy be and of probable effect of deJ:w on progress of the Work. In the 4.3.8.3 If =dye[se wreathe[ condinons are [he basis tbr :~ Claim far :~ddi[ion:~ dine. ~uch claim shall be documented by ,~',t:~ 12 substantiating th~t we2ther condirions were abnorrnai for the period oft/me :md CO~d not have been reasonably andcipated, :md that weather conditions had ;m adverse effect on the scheduled construction. 4.3.9 Injury or Damage to Person or Property. It' either pa-v/ to the Contract suffers injury' or damage to person or property bec~nse ot';m act or omission o~the Other party, of:my of other party's employees or agents, or or' others for whose acts such parry, is legai/y liable, written nodce of such iniury or drainage,. ~'hether or not insured, shall be given to the other paW, w~thm a re-z~Ormble time not exceeding ~1 days a~ter Fa'st observ;mce. The notice shall provide sufficient derail to enable the other parry ro investig:ate the mat~er. If a Claim for addi- tional cost or time related to this c. TJ~trn is to be asserted, it shall be ['fled as provided in Subpzragmphs 4.3.7 or 4.3·8. 4.4 RESOLUTION OF C/AIMS AND DISPuTEs 4.4.1 The .~'chitect wiii review Claims ;md t:~e one or more of the following prelimu'm.,-y actions within ten d.~ys or'receipt ora cl~rn: (I) request additiona~ Supporting data from the claimant, (2) submit a schedule to the partie~ ind~ting when the Archi- tect expects to r.~e action, (3) reject the Claim in whole or in par~, stating re'~sons for rejection, (4) recommend approval of the Claim by the Other p:m'v or (5) suggest a COmpromise. The Architect tomy also, but is n~t obUgared to, noti~ the sure~-, any, of the nature ;md amount of the C/aim. 4.4.2 If 2 claim has hewn resolved, the Architect will prepare or ob[am appropriate documentation. 4.4.3 If a Claim h35 not been resolved, me pm-q,., maW. in8 ~e Claim sh~, within ten days :~.Aer the Architect's pre. Uminan. response, rake one or more of the roi/owing actions: (1) Submi'~ addition:~ supporUng dam requested by the MchJtect, (2) modify the in~tiai C1.'~m or (3) hotly the ArChitect that the initi~ Claim stand~. 4.4.4/fa Claim ha~ not been re~oNed :~Aer consideration of the foregoing :md of ~rther evidence presented by the partie~ or requested by the Architect, · · · - the Architect wiJiJ nodfy the parde~ m writing that the Architect's decision win be made within seven days. which decision sh:~ be Fmai and binding on the par~ies bur subiect to arbitration. Upon e-'~iration &such time period, the Architect wll] render to the dar~ies the Architect's written decision rehm'e tO the Claim, including ;my ch;rage in the C°ntract Sum or Contract Time or both. If there is a soretv and there app~rs to be a po~ibllky of a Contractor's dot, ult. the Architect may, but is not obligated o, noti/'v the surety and request the surmy's assist:mcr in resolving the'controverSy 4.5 ARBITRATION 4.5.1 Controversies and Claime Subject to Arbitrs~on. Any controversy or Ciann aming out of or related to the Contraci. or the breach thereof, shall be sort/ed bv'arbitration in accor- dunce with the Construct on industry A.~bi ration Rules of the Americ;m .arbitration .-~soclation. :md judgment upon the awm-,d, rendered by the arbitrator or arbitrators mas in ans court ha..i~ · -.~. 'bernie[ed · s unsu~cuon thereof, except controversies or Claims roi:mag [o acs[boric effect :md except thnse waived ~ provided tbr in Subparagr.aph 4.3.5, Such controversies or Claims up~m which the .~'chitect has gwen notice and rendered :~ decision ~ provided in Subo=mgraph .~ .~ .~ shall be subiect to arbitratkm upon wrxncn dean:md of either party. ,~-rbitram)n mu), be commenced v.'hcn -~-; days have p:tssed :mcr a has been rctk'rred lo thc Architect :~ prnvided in Paragraph -, ~ 4.5.2 Rules and Notices for Arbitration. Claim~ between thc 4,5.6 Claims and Timely Assertion of Claims. A parry who Owner and Contractor not resolved under Paragraph 4.4 shall~ . . files a notice of demand for arbitration must assert in thc i!r subject to arbitration under Subparagraph 4,5.1, be decitied ' demand all Clahrns then lmown to that party on which arbitra- by arbitration in accordance with the Constmedon industry Arbitration Rules of rile American .,Lrbitmllon Association cur- rentiy in effect, unless the parties mutually agree otherwise. Notice of demand for arbitration shall be filed in writing with the other party to the Agreement between the Owner and Con- tractor and with the American Arbitration Association, and a copy shall be F, led with the Architect. 4.5.3 Contraot Performance During Arbitration. During arbi- tration proceecUngs, the Owner anti Contractor shall comply with Subparagraph 4.3.4. 4.5.4 When Arbitration May Re D~raenc[m:L Demand for arbi- tration of any clmm may not be made until the earlier of(l) the date on which the Architect has rendered a {'mai written deci- sion on the Claim, (2) the tenth daya~ter the parties have pre- sented evidence to the Architect or hsve been given reasonable opportunity to tio so, if the McYdtect has not rendered a final written decision by that date, or {3) any of the five events described in Subparagraph 4.3.2. 4.5.4.1 When a written decision of the Architect states that (I) the decision is final but subject to arbitratinn anti (2) a demand for arbitration of a CDAm covered by such decision must be made within 30 days a~er he date o~ which the part.,,, making the demand receives the ImM written decision, then failure to demand arbitration within said 30 days' period shall result in the .~a'chitect's decision becoming final anti binding upon the arbitration proceedings have been initiated, such decision may be entered as evidence, but shMl not supersede arbitration pro- ceedings unless the decision is acceptable to ali parties concerned. 4.5.4.2 A demand for arbitration shall be made within the time limits specked in Subparagraphs 4.5.1 and 4.5.4 anti Clause 4.5.4, I as applicable, anti in other cases within a reasonable time after the Claim has a.nsen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such Claim would be barred bv the applicable statute of Limitanons as determined putsuant tc~ paragraph 13.7. 4,5:5 Limitation on ConsnlidatJon or JoinSer, No arbitration arising out of or relating to the Contract Documents shall include, by' conso dation or joinder or in any other manner, the Architect, the Architeet's.empio;-ees or co~ultants, except Dy written consent containing specilic reference to the Agree- meat and signed by the Architect. Owner, Contractor and any other person or entity sough to be joined. No arbitration sha~I include, b)' consolidation or joinder or in any other manner, par~ies other than the Owner, Contractor, a s~parate contrac- tor 05 described in Article 6 and other persons substantially involved in a common question of fact or la';'., whose presenc~ is required if complete relief is to he accorded in arbitration. NO person or entity other hen the Owner, Contractor or a separate contractor a.s described in Article 6 sh~li be included as act orig- inal third part:,' or add onaJ third parU. o an arb nation whose to the Agr~:~'mem sh~l he specili~ailv ~:nforceable und~:r appli- tion is permitted to be demanded. When a parry, fails to include a Claim through overaight, inadvertence or excusable neglect, or when a Claim h= matured or been acquired subsequently, the arbitrator or arbitrators may permit amendment. 4.5.7 Judgment on Final Award. The award rendered bv the arbitrator or arbitrators shall be Final, and judgment ma~t be entered upon it in accordance with applicable law in any c'ourt having jurisdiction thereof. ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS 5.1,1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of thc Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if $inguhar in number and roes.n5 a Subcontractor or an authorized representative of the Subcon- tractor. The term "Subcontractor*' does not include a separate contractor or subcontractors of a separate contractor, $.1.2 A Sub-subcontractor is a person or entity,, who has a direct or indirect contract with a Subcontractor'to perform a portion of the Work at the site, The term "Sub-subcontractor" is referred to throughout the Contract Documents as if singulm- in number anti means a Sub-$ubcomrac~or or an authorized representative of the Sub-subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 Udiess otherwise stated in thc Contract Documents or the bidding requirements, thc Contractor, as soon as prac- ticable after award of the Contract, shall fi:mish in writing to the Owner through the Architect the names of person$ or enti- ties (including those who are to furnish materials or equipment fabricated to a special design) proposed for esch principal por- tion of the Work. The Architect will promptly reply to the Con- tractor in writing stating whether or not the Owner nr the Architect, after due investigation, has reasonable objection to any such proposed person or entie,.. F'.diure of the Owner or Architect to reply promptly shall constitute notice of no reason- able objection. 5.2.2 The .Contractor shall not commct with a proposed per- son or entity to whom the Owner or .&rchitect has made rea. sonahle and timely objection, The Contractor shall not be required to contr3ct with anyone o whom the Contractor has matie reasonable obiection. 5.2.:3 {f the Owner'or Arohitect has re".-sunable objection to a person or enti£), proposed by the Contractor, the Commctor shaft propose another to whom the Owner or Architeet has no reasonable objectinn. Thc Contract Sum shall be increo, sed or decreJsed hy the differe:~ce in cost occa.sioned by such change and an appropriate Change Order shall be issued.' However, no incre-~e in [he Contract Sum sitall be ~Liowed for such change 5.3 SUBCONTRACTUAL RELATIONS 5,3.1 BY appropriate agreement, written wherelcga//y required for validity, the Contractor shall require each SubcontraCtOr, to · y erms of the Contract Docu- ments, and to assume toward the Contractor all the obligadons and responsibmties which the Contractor, by these Docu. ments, assumes tOWard the Owner and Arcilitent. Each subcon- tract agreement shal/ preserve and protect the rights of tile Owner and Architect under the Contract Documents with respect to the Work to be performed by the SubconLmCtor so that subcontracting thereof will not preiudice such rights, and shall allow to the Subcontractor, unless spech]CaBy provided otherwise in the SUbcontract agreement, the beneHt of all ri~ts, remedies and r~dress against the Contractor ti-mt the ContraCtOr, by the Contract Documents, has against the Owner. Where appropriate, the Contractor sl~dl require each Subcontractor to enter into similar, agreements with Sub-sub- contractors. The Contractor sha~i m~re av~lahle to each pro- posed Subcontractor, prior to the execution of tile subcontract agreement, copies of the Contract Documents to which the Subcontractor wm be hound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and con~- tions of the proposed ~uhcon tact agreement wh ch may be at variance with the Contrac~ DOCUments. Subcontractor~ similarly ma~e copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTs 5.4.1 Each subcontract agreement for assigned by the Contructor ~o the Owner provided that: .1 assigr, uT~en£ is effective only after tertlqinadon of the Contract. by the Owner for Cause pursuant to Para- graph I4.2 and only for those subcontract agreements which the Owner'accepts by nodD ng the Subcon- tractor in writing; and ' .2 assignment is subiect to the prior rights of the surety, if an}-, obligated under bond relating to the Contrac'r. $.4.2 If the Work has been suspended for more than 30 days. the Subcontractor's compensation shall be equitably adjusted. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER's RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS 6.1.1 The Owner resen.es he right to nerform s~te under Cunditions of the Contract identical or substantially 14 6.1.3 Tl~e Owner sh~dl provide for coordirmtion of thc activi ties of the Owner's the Work of the Contractor, who sh~l cooperate with them. The Contractor shall purridpam with other separate con- ules when directed to do so. The Contractor shall m~e any Owner umil subsequendv revised. $.~.4 Unless Otherwise provided in the Contract DOCUments, to the Proiect with the Owner's own forces, the Owner sh~ be same rights which apply to the Contractor under ~e Condi- those stated in Article 3, this ."~rticle 6 and Articles 10, 1I and 12. 6.2,1 The Contractor sh=/I afford Ihe Owner and separate con- 6.2.2 If p:~rt of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, d~e Contractor shall prior to proceeding with that portion of the Work, promptly report to the Architect apparent discrep:mcies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgrnent thai the Owner's or sepa- rate contractors' Completed or paniallv Completed const,mction is fit and proper to receive the Contrs~tor's Work, except ~ to defects not then reasonabb- discoverable. 6.2.3 Costs caused by dela,,.s or by impror~erh, t' - · ble therefor· ,-,,, s,,m~ oe oorne by the party responsi- 6.2.4 The Contractor shall promptly remedy damage wrong. fully caused by the Contractor to comp/eted' or partially com- pleted construct/on or to property of he Owner or separate contractors as provided in Subparagraph Il 2.5 ject to (he provisinns of Paragraph 4.3 provided thc separate ARTICLE 7 CHANGES IN THE WORK " 7.1 CHANGES 7.1.1 Changes in the Work may be accomplished a.~er ~ecu- tion of the Contract, and without invalidating the Contract. by Change Order, Constmctinn Change Directive or order for minor change in the Work, subject to the limitation~ stated in this Article 7 and elsewhere in the Contract Documents. 7.1.2 a Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work ma}, be i~ued bv the .-trchitect alone. 7.1.3 Changm in the Work shall be performed under appli- cable provisions of the Contract Documents. and the Contrac- tor shall proceed promptly, unless otherwise provided in the Change Order. Construction Change Directive or order for a minor change in the Work. 7.1.4 Ir unit prices are stated in the Contract Documents or subsequendy agreed upon, and if quantities originally con- templated are so changed in a proposed Change Order or Con- strucdon Change Directive that application of such unit prices to quantities ~f Work proposed will cause substandal inequity to the Owner or Contractor. the applicable unit prices sh:dl be equitably adjusted. 7,2 CHANGE ORDERS 7.2,1 A Change Order is a written instrument prepared by the Architect :md signed by the Owner, Contractor :md .-~chitect, suiting their agreement upon all of the following: .1 a change in the Work; .2 the amount or' the adjustment in the Comracr Sum, if an}.: and .3 the extent of the adjustment in the Contract Time. if 7.2.2 3,1ethod.~ used in determining adjustments to the Commct Sum nt=v include those listed in Subparagraph 7.3.3. 7.3 CONSTRUCTION CHANGE DIRECTIVES 7.3.1 A Construction Change Directive is a wdtten order pre- pared by the .Architect and signed by-the Owner and Architect, directing a change in the Work and stating a proposed basis tbr both. The Owner may by Construction Change Directive, [r:.~ct Tinte being adiustcd accordingly. 7.3.2 A C~nstmcdtm Change Directive shafi he tmcd in thc ,3 cost to be determined in a manner agreed upon by the pm'tim and a mutually acceptable ~.xed or percent- age fee; or ' .4 ~ provided in Subparagraph 7.3.6. 7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall prompdy proceed with the change in the Work involved and advi~ the Architect of the Contractor's agreement or disagreement with ,.he method, if any, provided in the Construction Change Directive for determining the pro- posed ad[nstment in the Contract Sum or Contract Time. 7.3.5 A Construction Change Directive signed by the Contrac- ?r indicates the agreement of the Contractor therewith, includ- ing adiustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effec- tive immediately and shall be recorded as a Change Order. 7.3.~ If the Contractor does not respond promptly or disagrees with the method for adjustment in the Comract Sum, the method and the adjustment shall be determined by the .M'chi- tect on the basis of m*asonable expenditures and' savings of those performing the Work attributable to the change, includ- ing, in case of an incre~e in the Contract Sum, a reasonable allowance for overhead and profit. In such case, and al~o under Clause 73.3.3, the Contractor shall keep and present, in such form as the .Architect may prescribe, an itemized accounting together with approprane supporting data· Unless otherwise provided in [he Contract Documents, costs for the purposes of this Subparagraph 7.3.6 shall be limited to the following: .1 casts of labor, including social security, old =ge and unempinyment insurance, fringe behests required bv agreement or custom, and workers' or workmen's compensamm insurance: .2 costs of material~, supplies and equipment, includ- consumed; hand tools, whether rchted from the Comracmr or .4 costs of premiums for all hi)nOs and insurance, permit Work: and ?.4 MINOR CHANGES iN THE WORK ~ -,~. ~u~ not ~nvotvtng adjustment in the Contz'act Sum or e..xten~inn of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by ' ·wntten orde~ and shall be binding on the Owner and Contractor. The Contractor shall carry out such wdtten orders promptly. ARTICLE 8 TIME 8.1 DEFINITIONS 8.1.1 Unless otherwise pro~'Jdcd, Contract Time is thc period of time. including authorized adjustments, allotted in the Con- tract Documents for Substantial Completion of the Work. 8.1.2 The date of commencement ~f the Work is the date established in the Agreement. The date shall not be postponed by the fa~ure to act of the Contractor or of persons or entities for whom the Contractor is responsible. 8.1.-'1 The date of Substantial Completion is the daie eezzified by the .-'~xchitect in accordance with Paragraph 9.8. 8.1,4 The term "daw as used in the Contract Documents sh~dl mean calendar day ~,n~ess otherwise specifically der'med. 8.2 PROGRESS AND COMPLETION 8.2.1 Time limits stated in the Contract Documents arc oldie essence of the Contract. By executing the Agreement the Con- tractor con£m'ns that the dontract Time is a reasonable period for performing the Work· 8.2.2 The Contractor shall not JmowingJy, except by agree- ment or instruction . of the Owner In wdting, prematurely eom- mence operations on the site or elsewhere prior to the effective date of insurance required by A~tdcle 1 1 to be fi~rnished by the Contractor. The date of corm'nencement of the Work shall not be changed by the effective date of such insurance. [Jr~lEss the date of corr~encement is established by a notice to proceed given by the Owner, the Contractor shall notify the Owner Lq writing not Jess than five days or other agreed period before Commencing the Work to per'nit the timely fi ng of mortgages, mechanic's liens and other security interests. 8.2.3 The Contractor shh~il' proceed expeditiously with adc quart forces and sh.~ll · . - the Contract Time. acht.ve Substantia~ Completion within 8.3 DELAYS AND EXTENSIONS OF TIME 8.3.1 If the Contractor is delayed at any time in progress of the Work by an act or neg{ect of 'the Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner. or by changr_s ordered in the Work, or by labor disputes, fire. ' .... unusual delay in dehvenes, unavoidable Casualties or other causes bev(md tile Contractor's contrnl, nr by delay authorized by the'Owner pending arbitration, nr by other causes which the Architect determines may just fy deL~y, then the Contract Time sh.flI be extended by Change Order fnr such applicable provisions or' Paragraph 8.3.3 This Paragraph ,%3 d()es nJJt preclude recnvcev_(~/' dura. are,; I~)r ~eta}, h)' either party under other 16 ARTICLE 9 PAYMENTs AND COMPLETION 9.1 CONTRACT SUM 9.1.1 The Contract Sum is stated in the Agreement and, includ- ing authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under 9.2 SCHEDULE OF VALUES 9.2.~ Before thc fa'st AppUcat on for Pawnent, the Contrac various portions of the Work, prepm'ed in such form and sup- ported by such data to substantiate its accurac-v as the Architect may require. This schedule, unless objected to'by the Architect, shall be used as a basis for reviewing the Contractor's Applica- tions for Payment. 9.3 APPLICATIONS FOR PAYMENT 9.3.1 At least ten days before thc date establLshed for each progress payment, the Contractor shall submit to the Architect an itemized Applicat on for Payment for operations completed tn accordance with the schedule of values. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as' the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppUe:~, and reHerting retainage if provided for elsewhere in the Contract Documents. 9.3.1.1 Such applications may include requests for payment on account of changes in the \"qorJ~ Which have been 'properl?. authorized b}' Construction Change Directives but not vet. included in Change Orders. 9.3.~.2 Such applications ma}. not include requests for pa},- 9.3.2 Unless othercvise provided in d~e Contract Documents, payments sha~ be made on account of rnatetiais and equipment potation in the Wor~. If approved in advance by the Owner paymen ma:,. similarly be made for materials and eouipment Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedur~ satisfactory [o the Owner to ~stabiish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall incinde applicable insurance, storage and tra~portation to the site for such materials and equipment stored off the site. 9.3.3 The Contractor ~'arrants that dtie to MI \'¢'nrk covered by an Appficatinn for Pa}'ment wfll pas$ to the Owner no later tha~ upon submitta~ of an Application for Payment ail \'Cork for which Certificates for Payment hax'e been previnush, issued and payments receJYed from the Owner shall, to the be~t of the ~'Owner a Cerdflc~te for payment, with a copy to the Contrac- .~ ~r toe, for such amount as the Architect determines is properly ff due, or ,notify the Contractor and Owner in writing of the ~/ .Architect s reasons for withholding certificaoon ~n whole or m ? part as provided in Subparagraph 9.5. I. 9.4.2 The issuance of a Certificate for payment will constitute a representation by the Architect to the Owner, based on the Architect's obse~ations at the site and the dam comp~ing the Application for Payment. that thc Work has progressed to the point indicated and that, m the best of the Architect's knowl- edge, h-M'ormadon and belief, quality of the Work is in accor- dance with the Contract Documents. The foregoing representa- tions · rc subiect to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Document.s correctable prior to completion and to specific qualifications e.',rpmsscd by the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, thc issuance ora Certificate for Pay- ment will not be a representation that the Mchitect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other dam requested by the Owner to substantiate the Commctor's right to payment or (4) made examination to ascertain how or for what purpose the Contrac- tor has used money previously paid on account of the Contract Sum. 9.6 DECISIONS TO WITHHOLD CERTIFICATION 9.$.1 The Architect may decide not to cerd~ payment and may withhold a Certificate for Payment in whole or in pm't, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Subparagraph 9.4.2 cannot be made. If the Architect is unable to certify.payment in [he amount of the Application, the Architect will notify the Contractor and Owner as provided hi Subparagraph 9.4.1. If the Commctor and .Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to mal(e such representations to the Owner. The Archi- tect may a/so decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a pm~ of a Certificate for Payment previously issued, to such extent as may De necessary, in the Architect's opinion to protect the Owner from loss because of: .1 defective Work not remedied; .2 third party claims filed or re'.zsonable evidence indicat- ing probable Fding of such clmms; .3 failure of the Contractor to make payment5 prop- erly to Subcontractors or for labor, materials or equipment: .4 reasonable evidence that the Work cannot he com- pleted for the unpaid balance of the Contract Sum; pleted within the Contract Time. and that the unpaid liquidated damages for the anticipated del:ly: or 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. 9.6 PROGRESS PAYMENTS 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shaJJ make payment in the manner and within the time provided in the Contract DOcLtments, and shall so notify the Architect. 9.6.2 The Contractor shall promptly pay each Subconunctor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor's por- tion of the Work, the amount to which said Subcontractor is entitled, reflecting percenmge~ actually retained t?om payments to the Contractor on account of such Subcontractor's portion of the Work. The Contractor shall, by appropdate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in similar mariner. 9.6.:3 The Architect will, on request, furnish to a Subcontrac- tor, if practicable, information regarding percentages of com- pletion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of por- tions of the Work done by such Subcontractor. 9.6.4 Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. 9.6.8 Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9,6.2, 9.6.3 and 9.6.4. 9.6.6 A Certificate for Payment. a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. 9.7 FAILURE OF PAYMENT 9.7.1 If the Architect does not issue a Certificate for Payment. through no fauit of the Contractor, within seven days aAer receipt of the Contmmor's Application for Payment, or if the Owner does not pay the Contractor within seven days alter the date established in the Contract Documents the amount cer- tified by the Azchitect or awacded by arbitration, then the Con- tractor may, upon seven additional days' written notice to the Owner and Mchitect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's rea~nable costs of shut-down, delay and start-up, which shall be accomplished o5 provided in A~-tinle 7. 9.8 SUBSTANTIAL COMPLETION 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is suffi- ciently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for ils intended Use. 9.8.2 \'.:'hen the Contractor considers that the Work. or a por- tion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shalI prepare and submit to [he .~rchitect a comprehensive list of items to be completed or corrected. The Contractor shall proceed promptly to com- piclc ;lad correct item~ on the lisL Failure to include :m item on such iisi docs not alter the resp, m~thility of the Contractor to ns[cd port/on thereof is substanti~y complete. If the Architect's inspection dksdoses any item, whether or not included on thc Contractor's fist, which is not th accordance with the requirements o/thc Conr~ct Documents, the Confine- · tot shall. · before ~ssuance of the Cer'dficate of Substantial Com- pletion, complete or correct such item upon notification by the Architect. The Contractor shall then submit a reques~ for another inspect/on by the Architect to determine Substantial Completion. When the Work or designated pon:ion thereoi ks substantialJy complete, the Architect w/Il prepm'e a Certificate of Subs[ant/al Completion which sh~Jl esmblksh the clare of Sub- stantial Compietinn, shall establksh responsib/l/ties of the Owner and Contractor for secur/D,, maintenance, heat, ut/lities, dm-na§e to the Work and insamnce, and shall CLx the time within which the Contractor shall finksh ~1 items on the list accompanyinE [he Certificate. Warranties required by the Con- --/ tract Documents shall COmmence on the date of ~ubsr~,tial Complet/on of the Work or designated port/on thereof unless otherwise provided in the Certificate: of Substantial Comple- tion. The Certificate of Substantial Completion shal/ be sub- fence of responsibilities assigned to them in such Certificate. 9.8.3 Upon Substanti.-,l Completion of the Work or designated portion thereof :md upon app//c':ttion b',' the Contractor and certification by he Architect, the Owner'shaft m~ke payment, re/letting adjustment in rem./nsge, if any, for such Work or pot- 9,9 PARTIAL OCCIJi~ANCy OR USE 9.9.1 The Owner may occupy or use any completed or par- [tally completed porti~)n of he ",";'ork at a~ s~e when such portion is designated by separate agreement witl~ the Con[rat- insurer as required unrier Subparagraph 1 !.3. ! 1 and authorized by public authorities having jurisd/ction over the Work. Such port,on /s substantialJy comp/ere, provided the Owner v. nd Contractor have accepted in writing the responsibilities ante, and have agreed in writing concern/nE the period for cdr. required by the Contract Documents. When the Contractor COnsiders a portion substantially complete, the Contractor shat! prepare and submit a Ikst to t/~e Arohitect as provided under Subpa~graph 9.8.2. Consent of the Contractor to parti:fl occu- p~qcy or use shall not be unreasonably withheld. The s~ge of the progress of the Work shall-be dete~ined by written agree- reached, by decksion of the Architect. 9.9.2 /mmediatelv pdor to such partial occupancy or use. [he Owner. Contractor and .M'chkect shall iothdy inspect the area 18 such inspection and, when the Architect finds the Work accept- able under the Contract Documents and the Contract fi.flly per- formed, the Architect will promptly issue a final Cert//kate for Payment staring that to the best of the Architect's knowledge, information and belief, and on the basks of the Arch/tect's observations and inspections, the Work has been completed in accor~mnce with terms and coati/t/oas of the Contract Docu- ments and that the entire be/ante found to be due the Contrac- tor and noted in ~ald final Certificate is due and payab e. The Architect's final '"--'" ,-.cruucate [or Payment wil/constitute a further representation that conditions ~'red in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulF, qed. · 9.10.2 Neither Canal payment nor any remaining rem/ned percentage shall become due until the ~ontractor submits [o the Architect (1) an a/rider that pavrolks, bill5 for materiaJ5 and eqmpment, and other indebtednesl connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (Jess amounts withheld bt' Owner) have been paid or ' · otherwtse satisfied' (2) a certificate evidenc- ing that insurance required by the Contract Documents to remain in force after final pavmem is C~rrent/v in effect and will not be canceled or aflowe~l to expire untd at least 30 days' prior written notice has been given [o the Owner, (3) a written statement that the Contractor knows of no subs[ant/al reason that the insurance will not be renewable to cover the period required by [he Contract Documents, (4) consent of saran., it' any, to final payment and (5), if required by the Owner, oiher recetpts, re/eases anil wmvers of hen~, cia/ms, security interests data.establishing payment or satiz~action or'bilge ions such as ?r encumbrances ansing Out Of the Contract, to the ~xtent and in such form as may be designated bt,' the Owner. Ifa Subcon- tractor reft~es to fumLsh a release or waiver required by the Owner, the Contractor may furnish a bond sat/sfactory to the Owner to indemni~ the Owner against such lien. If soch lien remains unsatisfied 'after payments are made, the Contractor shall reA:nd to the Owner afl money that the Owner may be compelled to pay in discharging su~.h lien, including all costs and reasonable atroineys' fees. 9.10.3 If, after Substantial Completion of the Work, final com- pletion thereof ks materially de eyed through no fault of [he Contractor or by issuance' of Cl:lange Orders affecting final completion, and [he Architect so confirms, the Owner shall, ' upon application by the Contractor and cert fication by the Arch tee[, and withOUt terminating the Contract, make payment of the balance due for that pot[inn of' the Work fully COmpleted and accepted. If the remaining bMance for Work nest folly com- pleted or corrected is less than retainage stipulated in th~ Con- tract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that por- tion of the Work folb' Completed and accepted shaft be submit- . ted by the Contractor to the Architect prk)r to certification of such payment. Such payment shall be made under terms and conditinns governing final pavmen, except that it shall not par=graph 4.3.5. ' 9.10.4 Acceptance of final pavmen by th<: Can[rector. a Sub- thc waiver described in gLIbparagraph ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 $A~=~¥ PRECAUTIONS AND PROGRAMS 10.1.1 The Contractor sh~Jl be responsible for initiating, m:~n- t~'~ing and supervising ~ safety precausions :md progr-~"ns in connection with the performance of the Contract. 10.1.2 In the event the Contractor encounters on the site material reasonably believed to be asbestos or polycMorinated biphenyl (PCB) which has not been rendered harmless, the Contractor shaft immediately stop Work in the area affected and report the condition to the Owner and Architect in writing. The Work in the affected area shall not thereafter be resumed except by written agreement of the Owner and Commctor if in fact the material is asbestos or pdiychlorinated biphenyl (PCB) and has not been rendered harmless. The Work in the affected area shall be resumed in the absence of asbestos or polychlor~- noted biphenyl (PCB), or when it has been rendered harmless, by written agreement of the Owner and Contractor, or in accordance with final determination by the Architect on which arbitration has not been demanded, or by arbitration under Article 4. 10.1.3 The Contractor shall not be required pursuant to Article 7 to perform without consent any Work relating to asbestos or polychlorinated biphenyl (PCB).' 10.1.4 To the fi41est extent permitted by la,v,, the Owner shall indemnify and hold harmless the Cont~ctor, Architect. Archi- tect's consultants and agents and cmpinyees of any of them from and against claims, damages, losses and expense, includ- ing but not limited to attorneys' fees, arising out of or resulting from performance of the Wo~:k in the affected area if in fact the material is asbestos or polychlorinated bipheny[ (PCB) and not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness. or death, or to injury to or destruction of tangible property [other than the Work itsel0 including ktss of use resultin~ therefrom, but only to the extent caused in whole or in part by negligent acts or omissions of the Owner. anyone directly o'r indirectly employed by the Owner or anwm~ for whose'acts the Owner may be liable, regardless of ~.'bether ur not such claim, damage, toss or expense ks caused in parr by a party indemnified hereunder. Such obligatkm shall not be constroe~l m negate, abridge, or reduce other rights or obli~tions of indemnity which would otherwise c.'dst as to a party or person described in this Subpar'al~aph 10.1.4. 10.2 SAF~ I ¥ OF PERSONS AND PROPERTY 10.2.1 The Contractor sh'.fll take reasonable precautions for 10.2.2 The ContraCtor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders o f pubh'~ authorities b c=.dng on safety of persons or property or their protection from damage, injury or loss. ' 10.2.3 The Contractor shall ereCt and maintain, ~s required by existing conditions and performance of the Contract, reason- able safeguards for safety and proteCtion, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. ' 10.~.4 W'hen use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise ut~nost care and c.m'ry on such activities under supervision of properly qualified personnel. 10.~.$ The Contractor shall promptly remedy damage and loss (other than damage or loss insured under p['ope~ty insurance required by the Contract Documents) to property referred to in Clauses 10.2.1.2 and 10.2· 1.3 caused in whole or in part by the Contractor. a Subcontractor, a Sub-subcontractor, or anyone direCtly or indirectly emp oYed by any of them. or by an'[ one for whose acts thev'mav be iiable and ~or which the C~ntrJactor ts responsible under Clauses I0._.1._ and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect or anyone directly or indirecth, emploYed by either of them, or by anyone for whose acts either of thorn may be Liable, :md not atthbutable to the fault or negligence of th~ Contractor. 'Fhe foregoing obligations of the Contractor aze in addition to [he Contractor's obligations under Paragraph 3.18. 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose dun, shall be the prevemion of accidents. This person shall be the'Contractor's ~uber~tendent unless other'wise designated by the Contractor 10.2.7' The Contractor shall not load or permit an}- part of the constmc~ton or site to be loaded so as to endanger its safety. 10.3 EMERGENCIES 10.3.1 In an emergency affect ng safety of persons or property, the Contractor shall act, at the Contractor's discretion, to pre- vent threatened damage, injury or loss. Additional compertsa- tion or extension of time claimed by the ContraCtor on account of an emergency shall be determined as provided in Paragraph 4.3 and .-Lrticle 7. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S LIABILITY INSURANCE 11.1.1 The Contractor shall purch~e from and maintain 'in a ct)mpany or companies iswfulJv authorized to do business in tile jurisdiction in which the Project is located such insurance ~ wLil protect thc Contractor l¥om claims set forth below which any of thom, t)r by anyone tbr vdl(3se :.:ets :lny ~ff ;llcm :{lay h~c .2 cL-zims for damages bc~usc of bodily injury', occupa- tional sickness or disease, or de~th of thc Contractor's employees; .3 claims for damages because of bodily iniury' s ckness or dise~e, or death of any person other ti'mn the Con- tractor's employees; · .4 c ~]~2ms for damages insured by usual personal injury liability, coverage which axe sustained (i) by a person as a result of an offense direcdy or indiz'ccdv re,.ted to ernplo,vment of such person by the Contm'ctor, or (2} by ;mother pe~on; .8 claims for damages, other than to the Work itself, because of iniury to or destruction of tangible prop- erty, including. Inss of use resulting therefrom; .6 claims for dm'nages because of bodily' injury,, death of a person or propert)/ darn=ge arising out of owner- ship, m;~thtenance or me of a motor vehicle; ;md .7 cl:~rns involving contractual liabiditv insurance appli- cable to the Contractor's obligadon~ under P~ragraph 3.18. 11 ~1.2 The insurance required by Subparagraph I I, 1.1 sh~ be written for not less th;m limits of liability specified in the Con- tract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or cI~h'rts-made basis, shall be malnt;~ned without interruption from date of commencement of the Work until ci~te of lin~l Payraem ;znd termination of;my coverage required to be main- mined after final payment. ' 11.1.3 Certificates of Insurance acceptable to the Owner shall be flied with thc Owner prior to commencement of the Work. These Certificates and the insurance policies required bv this P~h'-agraph ll.l shall contain a provision that coverages ;ffforded under the polities will not be C;mcel/ed or allowed to expire undJ at least 30 days' prior written notice has been given to the Owner. If any of the foregoing insurance coverages are required to ren'~in in force after £mal payment and axe r~on= ably avalhble, ;m additional certificate evidencing continuation of such cbverage sh~l be submitted with the fit'mi Appl/cation for Payment as required by Subpmmgraph 9.10,2. Infortrmtion concerning reduction of coverage shall be furnished bv the Contractor with reasonable promptness in accordance wir~ the Contractor's information ;md bet/el. 11,2 OWNER'S LIABIIJT'Y INSURANCE 11.2.1 The Owner sh~ be responsible for purchasing and maintaining the Owner's mual liability insurance. Optionally, the Owner may purcl-mse ;fi~d maintain other insurance for sel'f- protection against claims which may arise from operations under the Contract. The Contractor shall not be responsible for purchasing ;md maintaining this optiorml Owner's l~bliity insurance unless specific'any required by the Contract Docurrlents. · 11.3 PROPERTY INSURANCE 11.3.1 Unless otherwise provided, the Owner shall purchase and maintain, in 3 company or comp:roles lawful/v authorized to do business in the jurisdiction in which th~ Proiect is k>cated, property insurance in the amount of the initial Con- tract Sum as well as subsequent raodifications thereto )'or the entire Work at the site on a replacement cost basis without vol- umary deductibles. Such property insurance shall be main- rained, unless otherxvtse provided in the Contract Documents or other'wise agreed in writing by ail pe£sons ;md entities who are beneflcmrics t)fsuch insurance, until final payment h;ts been other than thc Owner has an insurahic/nterest in thc property. requh-ed by this Paragraph 11.5 to be covered, whichever is earl/er. This insurance shall include interests of the Owner, the Contractor, Subcontractors ;md Sub-ssbcontractors in the Work. 11.3.1.1 Property insurance shall be on an all-risk polic~ form and shall insure against thc perils of Hrc and extended co;,'cragc and physical loss or dm'nage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, lobe- work, temporary buildings and debris removal including demolition occasioned by enforcement of ;my applicable le al reqdiremenrs and sh~l cover ...... ,-,- ' · g Architect's services ;md expenses required as a result of such insured loss· Coverage for other perils shall not be required udiess otherwise provided in the Contract Documents. 11.3..1.2. If the Owner does not mend to purchase such prop- erty Lnsur;mce required by the Contract and with ~ of thc coverages in the amount described above, the Owner shall so inform the Contractor in writing prior to commencement of thc Work. The Contractor may then effect insurance which will protect the interests of the Contractor, Subcontractors and Sub- subcontractors in the Work ;md by appropriate Change Order he cost thereof sh~ be charged t~ the Owner. If the Contrac- tor is darn=ged by the f~lure or neglect of the Owner to pur- chase or mamt~n insurance as described above, without so notiN, ing he Contractor, then the Owner shall bear all reason- able costs properly attr bur=hie thereto· 11.3.1.3 If the property insurance requires minimttm deducti- bles and such deductibles axe identified in the Contract Docu- ments, the Contractor shall pay costs not covered became of such deductibles, if the Owner or insurer increases the required minimum deductibles above the amounts so identified or i~ the Owner elects to purchase this insurance with voinntarv deduc- tible amounts, the Owner shall be responsible for PaYment of the additional costs not covered because of such inc~-essed or voluntmT deductibles. If deductibles are not identitled in thc Contract Documents, the Owner shall pay costs not covered became of deductibles. 11.3.1.4 Unless otberwise provided in the Contract Docu- ments, this property insurance shall cover portions of the Work stored off the site a~er written =pproval of the Owner at the ~'alue established in the approval, ;md also portions of the Work 11.3.2 Boiler and Machiner7 Insurance. The Owner shall purchase nnd maintain boiler "..nd machinery insurance required by the Contract Documents or by law/which shall specific~y cover such insured obiects during insu)i.D, tion ;md ~ntil final accept;race by the Owner; this insur;mce sh~l include Interests of the Owner, Contractor, Subcontractors :md Sub- subcontractors in the Work, and the Owner and Contractor sh~ be named insureds. 11.3.3 Loss of Use Insurance. The Owner, ax the Owner's option, ma}' purchase and maintain such insurance as ,~.-il] insure the Owner against loss of me of the Owner's property due n) tire or uther hazards, ho,','ever caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's propem, inc uding consequential losses due to fire or uther hazaxds h(~wever caused· 11.3.4 If the Contractor requests in writing that inset'trace for risks other than those described herein or thr other special haz- ards be included in [he property insurance pol/cv the Owner Order· · . 20 A201-1987 11.3.5 If during the Project construction period the Owner insures properties, rea or personal or both, adjoirdng or adja- cent to the site by property insurance under policies separate from those insuring the Project, or if a~ter .final payment prop- erty insurance is to be provided on the completed Project through a policy or policies other than those in~uring the Proj- ect during the construction period, the Owner shall waive all rights in accordance with the terms of Subparagraph 11.3.7 for damages caused by fire or other per~ covered by th~ sepazate property insura:ace. All separate policies shall provide th~ waiver of subrogation by endorsement or otherwise. 11.5t.6 Before an exposure to loss may occur, the Owner shall f'de with the Contractor a copy of each policy that includes insurance coverages required by this Paragraph 11.3· Each policy shall contain all generally applicable conditions, defizti- tions, exclusions and endorsements related to this Proiect. Each policy shall contain a provision that the policy will not be cancelled or allowed to expire until at least 30 days' prior writ- ten notice Has been given to the Contractor. 11.3.7' Walvem o1 Subrogation. The Owner and Contractor waive all rights against (I) each other and any of their subcon- tractors, sub-subcontractors, agents and employees, esch of the other, and (2) the Architect, Architect's consultants, separate contractors described in Article 6, if any, and any of their sub- contractors, sub-subcontractors, agents and employees, for damages caused by fire or other peril~ to the extent covered by property insurance obtained pursuant to this Paragraph 11.3 or other property insurance applicable to the Work, except such rights as they have to proceecL~ of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors described in A~ticle 6, if any, and the subcontrac- tors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, sim)lax waivers each in favor of other pa~es enum- erated herein. The policies shall provide such waivers ofsubl'o- gation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that per- son or entity would otherwise have a duty. of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity. had an insurable interest in the property damaged. 11.3.8 A loss in~ured under Owner's property insurance shall be adjusted by the Owner az fiduciary and made payable to the Owner az l'iductacy for the insureds, as their inter, ts ..nay appear, subject to requirements of any applicable mortgagee clause and of Subparagraph I 1.3. I0. The Contractor shaJLl pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. 11.3.9 If required in writing by a party in interest, the Owner az fiduciary sha~, upon occurrence o~' an insured loss. give bond for proper performance of the Owner's duties, The cost of required bonds shall be charged against proceeds received ~ flduciarT. The Owner shall deposit in a separate account pro- reeds so received, which the Owner shall distribute in acctirL dance with such agreement as the pm'ties in interest may reach, or in accordance with :aD arbitration award in which c-asr the procedure shall be as provided in Paragraph -t.5. If a£ter such lo.,~ no other special agreement is made, replacement of danl- aged property shall be covered by appropriate Change Order. 11.3.10 The Owner as flduC-m-r7 shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in wdting with.in five days after occurrence of loss to the Owner's exercise of this power; il' such objection be made, arbitrators shaJil be chOSen as provided in Paragraph 4.5. The Owner as fiduciary shall, in that case, make settlement with insurers in accordance with directions of such arbitrators. If distribution of insurance proceeds by' arbitration b required, the arbitrators will direct Such disr._dbutlon. 11.3.11 Partial occupancy or use in accordance with paragraph 9.9 shall not commence until the insurance company or com- panies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reazonabIe steps to obtain consent of the insurance company or companies and shall. without mutuaJ written cousent, take no action with respect to panial occupancy' or use that would cause cancellation, lapse or reduction of insurance. 11.4 PERFORMANCE BONO AND PAYMENT BOND 11.4.1 The Owner shall have the nght to require the Contrac- tor to furnish bonds covering faithful performance of the Con- tract and payment of obligations arising thereunder as sdpu- lared in bidding requirements or specifically required in the Contract Documents on the date of execution of the ConLract. 11.4.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obliga- tions arising under the Contract, the Contractor shall promptly furnish a cop)' of the bonds or shall permit a copy to be made. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Architect. be uncovered for the Accfutect's observatinn and be replaced at the Contractor's expense without change in the Contract Time. 12.1.2 if a portion of the Work has been covered which the Architect haz not specifically requested to observe prior to its being covered, the .-~'cfutec[ may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Doctanen~. co~ta of uncover- ing and replacement shall, by appropriate Change Order, be charged to the Owner. If such Work is not in accordance with the Contract Documents. the Contractor shall pay such costs unless the condition was caused by the O~'ner or a separate contractor in which event the Owner sh-,ll be responsible for payment nf such costs. 12.2 CORRECTION OF WORK 12.2.1 The Cnntractor shall promptly correct Work rejected by tile Architect or failing to conform to the requiremenrs of the Contract Documents. whether obse~'ed before or a£tcr Substantial Completion and whether or not fabricated, instal)cd or completed. The Contracu}r shall beur rusts ~if correcting sucb rejected ~,%)rk. including addition:ti testin~ and inspec- 12.2.2 It'. within one ye-ar :Liter thc date of Substantial Complc- for commencement of w'~tmndes estabn~hed under Sub- p~'agraph 9.9.1, or by te~ of~ app/i~ble s~ w~ mquir~ by ~e Con~mct ~, ~y of ~e Work ~ fo~ ~ens, ~e Contractor sh~ coEect O~er h~ previo~/y giv~ ~e Contractor a written acc~- t~ce of su~ condition. Th~ period of one y~ ~xtended wi~ r~pect to po~ons of Work Subs~ Comple~on by the period of ~e ~n Subs~- ~ Compledon ~d ~e ac~ pedo~ce of ob~gmion ~der ~B Subp~ph 12.2.2 sh~ su~ive acc~ ~ce of ~e Work under ~e Contract ~d te~ination of Contract, The Owner sh~ give su~ notice promptly cove~ of the condition.: 12.2.3 Th~ Contractor sh~ remove f~m ~e site potions of ihe Work which ~e not in accor~nce with the requiremen~ Contractor nor accepted by the Owner. 12.2.4 If the Contractor ~ to corre~ nonconfo~g Work wi~m a r~onabie t~e, ~e Owner m~y ~rrect it ~ ~ccor- d~ce with P~gmph 2.4. If ~e Contractor do~ not proc~d wi~ correction of such nonconfo~ing Work wi~ ~ ~on- ~bie t~e fu~ed by w~tten notice from the Architect, ~e O~er see ~d sh~ :ccount for the procee~ thereof, after deducing cos~ ~d ~g~ ~t should h~ve b~n borne by the Con- tractor, including compe~abon for the ~chimct's s~ic~ ~d expem~ re:de nece~ ~e~by. If ~ch p~cee~ of s~e do Contract Sum sh~l be reduced by the de~den~.. If paymen~ such ~ount, ~e Contractor sh21 p~v the difference to the Owner. ' 12.2.5 The Contractor shall be~r the cost of correcting destroyed or damaged consmaction, whether completed or partmlly completed, of the Owner or separate contmctom caused by the Contractor's correaion or remov~ of Work which ~ not in accord~ce with the ~qu~remen~ of the Con- tract Document. 12.2.~ Nothing contained in th~ P~gmph 12.2 sh~ ~ con- st~ed to ~mbl~h ~ period of [~itatJon with r~p~t ~o other obli~dons which the Cont~ctor im~t h~ve under the Con- tract Do~men~. ~tab]~hment of the time peNod of on~ v~ ~ d~cNb~d in Subpa~gmph I ..... rel~t~ only to the specific obE~tkm of the Cont~ctor to correct the Work, and ~ no relmk)nship to :he ~Jme within which the obH~tion to comply w~th the Cont~c~ Documen6 m~v be sought to be enforced, nor to the time whh[n which proc~edin~ may be commenced to ~tabl~h th~ Cont~ctor's liability w~th respect to the Con- t~ctor's obligations other th~n spcc~c~ly to correct th~ Work. ~2.~ ACCEPTANCE O~ NONCON~ORMIN~ WORK 1~.3.1 If thc Owner prefers ~o accept Wor~ which ~s not Jn ARTICLE 13 MISCELLANEOUS PROVISIONS 13,1 GOVERNING LAW 13.1.1 The Contract shall be governed by the law of the place where the Project is located. 13,2 SUCCESSORS AND ASSIGNS 13.2.1 The Owner =nd Contractor respectively bind them- selves, their p~rmers, successors, assigns and legal representa- tives to the other party, hereto mhd to pm-tners, successors, assigns and legal representatives of such other p~ty in respect to covenants, agreements and obligations contained in the Con- tract Documents. Neither part.-,, to the Contract shaft assign the Contract as a whole without written consent of the other. If either part), attemp~ to m~ke such an assignment without such consent, that party shat nevertheless remain legally responsible for all obligations'under the Contract. ' 13.3 WRITTEN NOTICE 13.3.1 Wdtten notice shall be deemed to have been duly served ff delivered in person to the individual or a member o'f the firm Or entity or to an officer of the corporation for which it wll. S intended, or if delivered at or sent by registered or certified m-nll to the last business address kno*)n to the party giving notice. 13,4 RIGHTS AND REMEDIES 13.4.1 Duties :md obligudons imposed by the Contract Docu- ments and dgh/s and remeoies aval/able t~ereunder shat/ be in addition to and not a limitation of duties, obligations, d~hts and 13,4.2 No action or failure to ac~ bv the Owner. Architect or Contractor shall constitute a w~Jver ~fa right or duty afforded except a.s may be specifically agreed in writing.' 13.5 TESTS AND INSPECTIONS 13.5.1 Tests, inspections and approvals of portions of /he nances, rules, regulations or orders of public autht~rities having jurisdiction shall be made at an appropriate time. Unless other- wise provided, the Contractor shall make arrangements for appropriate public authority, and shall be-ar all related costs of tests, inspections and approvals. The Contractor shall give the 1S.5.2 If the architect. Owner or public authorities having The Owner shall bear such costs except as provided in Sub- paregraph 13.5.3. 13.5.3 if such procedure~ for tesllng, inspection or approval under Subparagraphs 13.5.1 and 13.5.2 r~veal ~ailure of the portions of the Work to comply with requirements established by the Contract Documents, the Contractor shall bear all costs made necessary by such Failure including those of repeated procedures and compensation for the Architect's services and ex-peases. 13.5.4 Required certificates of te~ting, inspection or approval sh~l, unless otherwise required by the Contract Documents, be secured by the Contractpr and promptly delivered to the 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at thc normal place of testing. 13.5.6 Tests or inspections conducted pursuant to the Con- tract Documents shall be made prompdy to avoid.unre~onable delay in the Work. 13.6 INTEREST 13,6.1 Payments due and unpaid under the Contract Docu- ments shall bear interest from the date payment ks due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rote prevailing from time to time at the place where the Project is located. 13.7 COMMENCEIVIENT OF STATUTORY LIMrrATION PERIOD 13.7.1 As between the Owner and Commctor: .1 Before Substantial Completion. AS to acts or failures to act occurring pdor to the relevant date of Substan- tial Completion, any applicable statute of limitations shall commence to run and any alleged can~ of action shall be deemed to have accrued in any and all events not later than such date of Substantial Completion; .2 Between Substantial Completion and Final Certifb cato for PaymenL .~ to acts or failures to act occur- r:mg subsequent ~to the relevant date of Substantial Completion and prior to issuance of the rmal Certifi- cate for Payment. any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and ',gl events not later than the date of issuance of the final Certificate; lbr Payment; and ,$ After'Final ¢ortiflcata for Payment..-~ to acts or failures to ac{ occurring -after the relevant da. re of issu- ance of the lin'il Certificate l'or Payment. any appli- ~.-able statute nf limitadous shall commence to run and any alleged cause of action shall be deemed to have ' · accrued in all? aOd MI events II{}t later than the date of an}' act or thilure to.act by the Comractor pursuant tn rely warranty provided under Paragraph 3.5. the date date of actual cummis.sino tlr any oth~-a~CbY-th~lbre ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 TERNIINAT1ON BY THE CONTR/tCTOR 14.1,1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor, for any of the following reasons: .1 issuance of an order of a court or other public author. itt having jurisdiction; .2 an act of government, such as a decimation of narAonai emergency, making material unavailable; .3 became the Architect has not issued a Certificate for Payment and has not notified the Contractor of the resson for withholding certification as provided in Subparagraph 9.4.1, or becanse the Owner has not made payment on a Certificate for Payment within the th'ne stated in the Contract Docurnents; .4 if repeated suspensions, delays or interruptions by the Owner as described in Paragraph I4.3 constitute in the aggregate more than 100 percent of the total num- ber of days scheduled for completion, or 120 days in any 365-day period, whichever is less; or .6 the Owner has faiJecl to Mrnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Subparagraph 2.2.1. 14.1.2 If one of the above re'asons exists, the Contractor may, upon seven additional days' written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable overhead, profit and damages. 14.1.3 If the Work is stopped for a period of 60 days through no act or fault of' the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under Contract with the Contractor beeau.se the Owner has persistently tailed to fulfill the Owner's obligations under the Contract Documents with respect to matters impor- tant to the progress of the Work, the Contractor may, upon seven '_,O. fitional days' written notice ro :he Owner and the Architect, terminate the Contract and recover from the Owner as provided in Subparagraph 1-~.1.2. 14.2 TERMINATION BY THE OWNER FOR CAUSE 14.2.1 The Owner may terminate the Contract if the Contractor: .1 pcrsis[ently or repo.:redly refi. tses or fails to s0pply A201-1987 23 ~ ~ch ~c~ion, m.a7 Wi~out prejudice to my o~ ~ or Conmaor's ~W, ~ my, s~m ~, ~Um noUce, . hate ~plo~t of ~e p~or ~ of ~c ~: ~n~°r ~d ~y, ~bjcct ~o ~y · ~ ~e ~lon Of~c site ~d o~ ~t~, c~ m~L t~, ~d ~on ~ ~n O~cd b~ ~c Con--or; ~x- · 2 acc~t ~i~t of ~bcon~ P~t ~o ~. .3 ~ ~c Work by w~t~ ~le mc~ ~e 14.2.a ~m ae 0~ te~t~ ae ~n~c for one of ae r~o~ ~t~ ~ ~ubp~ph 14.2.1, ~e Contmctor s~ not be ~ to r~ve ~ Pa~t ~ ~c Work a of r~g ~c Work, ~dU~g com~on rot ac ~. cxc~ s~ be ~d to ~c Con~or. ~ c~ ~c~d ~c ~p~d b~, ~c Con~or s~ pag ~c ~ffc~cc to ~e ~he c~e may be, si-ail be cerr~ed by ~he Archimc~, upon app'. c~ion, ~nd ~ obregon for Pa~t ~ Suave [~. ~on of ~e Con~, ~4.3 ~S~ON BY ~E O~ FOR ~l~ 14.3.1 ~ 0~ ~y, ~ou; ~=, P~ for ~ P~od of 14.3~ ~ ;d~; s~ b~ re;dc for ~ ~ ~ cos; of ~d=d, de~y~d or ~;~p;cd by ~o~ c=mc for ~o~=r provbion of ~ Co~. 14.3.3 &di~=~m ~d~ 3/87 . AMERICAN ARBITIIATION ASSOCIATION 14 110 00442 00 SCF INDEPENDENT DEVELOPMENT CORPORATION and FOXCROFT TOW'NHOUSI~ ASSOCIATES, n/k/a BRAMBLES TOWN-HOUSE ASSOCIATES, A PA LIMITED PARTNERSHIP CASE MANAGEMENT ORDER #1 Pursuant to the case managem~mt conference held by telephone on Februa~ 23, 2001, the following procedures will apply to this matter: (1) Mr. Stabile, courmel for Respondent, will provide a copy of his letter responding to the Demand for Arbitration directly to the Arbitrator by mail. The Respondent is not aaserfing affirmative counterclaims in this (2) matter. (3) On or before April 30, 2001, counsel for Respondent will supply to counsel for C]a/rnaut a designation of the bases on which Respondent proposes to offset the cia/m. The designation win specifically include an itemization of each proposgd offsetting cia/m, thc spec/ftc dollar amount attributable to each offsetting claim and documents which support each offsetting claim. (4) By April 30, 2001, Claimant will provide to counsel for Respondent doctu~ents which support his principal claim. (5) On or before May 15,2001, counsel for the parties will exchange witness lists and copies ofprenumbered exhibits for use at hearing in this matter. Only witnesses d~signated in such listing and exhibits exchanged in this manner will be used at hearing. Counsel for each of the parties will additionuLly provide directly to the Arbitrator a copy of their respective wimess lists and a listing of exhibits bearing thc exhibit number and a brief description of each exhibit they propose to introduce. Copies of exhibits should not be provided to the Arbitrator in advance of the hearing. (6) Hearings in this mattcr will commence on Juno 4, 2001 and continue on June 5, 6, 7, g, I 1 and 12 as necessary. Hearings will be held at thc law offices of Buchanan Ingersoll, 213 Market Street, Harrisburg, PA, and will begin at 9:00 a.m. each day. If either party desires the presence of a reporter at hearings, counsel for the parties shall make such arrangements directly with an appropriate court reporter and shall notify opposing counscl of such arm~ggments. February 27, 2001 Yack M. Slover Arbitrator ~u. I~/~ .F. 4/~ ' AMERK,~N ARBITRATION ASSOCIATION NOTICE OF HEARING February 28, 2001 Countes;, Gilbert & Andrews 29 North Duke Street York, PA 17401 Vic Stabile, Esq. Dilworth ~a-xson 305 North Front Street Suite 403 ~arrisburg, PA 17101 Re: 14 110 00442 00 INDEPENDENT DEVFJ~OP~ CORPORATION and FOXCROFT TOWNHOUSE ASSOCIATES, n/k/a BRAMBLES TOWNHOUSE ASSOCIATES, A PA LIMITED PARTNERS PLEASE TAKE NOTICE that a hearing in the above-entitled arbitration will be held as follows: PLACE: Jack M. Stover, Esq. Buchanan Ingersoll 219 Market st. Haz-r£ebur~, PA 17101 DATE: June 04, 2001 TIME: 10:00 A.M. DATE: June 05, 2001 TZME~ 10:00 A.M. DATE: J~ne 06, 2001 TIME: 10:00 A.M. DATE= June 07, 2001 TIME: 10:00 A.M. DATE: ~/ne 08, 2001 TIME: .10:00 A.M. DATE: June 11, 2001 TIME: 10:00 A.M. DATE: J~ne 12, 2001 TIME: 10:00 A.M. ~FORE: Jack M. st0ver, Esq. Note: Please attend Dromptly with your witnesses and be prepared ~o present your proofs. Smbrina g. Fecher CA~E ADMINISTRATOR 'F~bruary 28, 2001 NOTICE: The arbitrator(s) have arranged their schedule and reserved the above date(e) based on the advice of the parties. Therefore, every effort ~hould be made to appear on th~ date(s) ~cheduled. In t.h~ even= that u-~foreeeen circumstances make it impoee£ble to attend the hearing a~ scheduled, a ~arty requesting a 9ostponemen= should obtain the a~reemen~ of =he other 9arty. If there is no mutual agreement, the arbitrator(s) will mak~ a ~et~rminstion. All the arbit=ator). There should be no co~ication between the ~arties and the neutral arbitrator(s) other than a= oral hearings. Postponements are subject to AAA fee assessment, as set forth in the rules. In some ins=antes, postponements are subject to cancellation fees by the arbitrator(s). cc: arbitrator(s) ~} American Arbitration Association Dispute Resolution Services Worldwide August 14, 2001 Jeffrey L. Rehmeyer II, Esq. Countess, Gilbert & Andrews 29 North Duke Street York, PA 17401 23o South Broad Street, Floor 12, Philadelphia, PA 19102-4199 telephone: 215 73· 5~6o, facsimile: 215 732 5oo2 Vic Stabile, Esq. Dilworth Paxson 305 North Front Street Suite 403 Harrisburg, PA 17101 Re: 14 110 00442 00 INDEPENDENT DEVELOPMENT CORPORATION and FOXCROFT TOWNHOUSE ASSOCIATES, n/k/a BRAMBLES TOWNHOUSE ASSOCIATES, A PA LIMITED PARTNERS Dear Parties: By direction of the arbitrator(s), we herewith transmit to you the duly executed award in the above-captioned matter. Sincerely, Case manager AMERICAN ARBITRATION ASSOCIATION, ADMINISTRATOR CONSTRUCTION ARBITRATION TRIBUNAL In the Matter of the Arbitration between INDEPENDENT DEVELOPMENT CORPORATION and FOXCROFT TOWNltOUSE ASSOCIATES, n/k/a BRAMBLES TOWNltOUSE ASSOCIATES, A PA LIMITED PARTNERS Case No. 14 110 00442 00 SCF AWARD OF THE ARBITRATOR I, THE UNDERSIGNED ARBITRATOR, having been designated in accordance with the arbitration agreement entered into by the above-named parties and dated October 14, 1997, and having duly heard the proofs and allegations of the parties, hereby FIND as follows: Claimant Independent Development Corporation has asserted the following claims: 1) Unpaid construction invoices $359,560.61 2) Interest at 0.5% per month through June 1, $14,382.42 2001 3) Per diem interest after June 1, 2001 $177.32 4) Penalties pursuant to 73 P.S. §§ 501-516 $28,764.85 Respondent Foxcroft Townhouse Associates n/k/a Brambles Townhouse Associates has asserted set-off claims totaling $785,184.83, consisting of the items and amounts set forth in the Decision of Arbitrator below. Accordingly, I AWARD as follows: (1) Independent Development Corporation's claim for $359,560.61 is determined in favor of CLAIMANT. (2) Independent Development Corporation's claim for penalties pursuant to 73 P.S. §§ 501-516 is determined in favor of RESPONDENT. (3) Respondent Foxcrofr Townhouse Associates' set-off claims are determined as follows: (a) The set-off claim relating to exterior siding in the amount of $497,000.00 is determined in favor of CLAIMANT. (b) The set-off claim for attachment of shutters in the amount of $280.00 is determined in favor of RESPONDENT. (c) The set-off 'claim relating to entry gable soffit ceilings in the amount of $19,040.00 is determined in favor of CLAIMANT. (d) The set-off claims for caulking in the total amount of $12,200.00 are determined in favor of CLAIMANT. (e) The set-off claim relating to exterior electric wires in conduit in the amount of $51,800.00 is determined in favor of CLAIMANT. (f) The set-off claim relating to air conditioner compressors to grade in the amount of $9,963.00 is determined in favor of RESPONDENT. (g) The set-off claim for air conditioner shut-off box mountings in the amount of $3,900.00 is determined in favor of RESPONDENT. (h) The set-off claim relating to air conditioner wires in conduit in the amount of $9,200.00 is determined in favor of CLAIMANT. 2 (i) The set-off claim relating to air conditioner relocations in the amended amount of $39,000.00 is determined in favor of RESPONDENT. (j) The set-off claim relating to replacement of bi-fold doors in the amount of $92,904.00 is determined in favor of RESPONDENT. (k) The set-off claim relating to dryer doors in the amount of $1,456.00 is determined in favor of CLAIMANT. (1) The set-off claims relating to laundry ceiling lights in the total amount of $25,620.00 are determined in favor of RESPONDENT. (m) The set-off claim relating to furnace filters in the amount of $3,000.00 is determined in favor of CLAIMANT. (n) The set-off claim relating to the PMI account summary is determined partially in favor of RESPONDENT in the amount of $8,344.45. (o) The set-off claim for activation fees in the amended amount of $4,410.00 is determined in favor of CLAIMANT. (4) The net award to CLAIMANT is $179,549.16. Interest at 6% per annum from September 15, 2000 to the date of this Award shall be added to the net award to CLAIMANT. 3 (5) (6) (7) (8) The parties shall bear their own attorney's fees. The administrative fees of the American Arbitration Association totaling $5,500.00 shall be borne equally by the parties and paid as directed by the Association. Therefore, RESPONDENT shall pay directly to CLAIMANT the sum of $2,750.00 for their one-half share of the administrative fees previously advanced by CLAIMANT to the Association. The arbitrator's compensation and expenses totaling $17,762.50 shall be borne equally by the parties and paid as directed by the Association. This Award is in full settlement of all claims and set-off claims submitted to this arbitration. J-AClU. M STOVER DATED: August 1, 2001 4 INDEPENDENT DEVELOPMENT CORPORATION, PETITIONER : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA FOXCROFT TOWNHOUSE ASSOCIATES, n/k/a BRAMBLES TOWNHOUSE ASSOCIATES, A PA LIMITED PARTNERSHIP, RESPONDENT : 01-5608 CIVIL TERM AND NOW, this -'~ v~.~day of October, 2001, a Rule is entered against respondent to show cause why the order in judgment confirming an award by arbitrators should not be entered pursuant to the within application. Rule returnable five (5) days after service. Any answer filed shall be forwarded by the Prothonotary to chambers. Jeffrey L. Rehmeyer, II, Esquire For Petitioner Victor Stabile, Esquire For Respondent :saa VlNVA'I,k$NN~d LB;Iii,?,~ 2,- i30 I0 - SEP ? 21 lY/ IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION INDEPENDENT DEVELOPMENT CORPORATION, Petitioner, FOXCROFT TOWNHOUSE ASSOCIATES, n/k/a BRAMBLES TOWNHOUSE ASSOCIATES, A PA LIMITED PARTNERSI-I]P, Respondant. No.: CIVIL ACTION - LAW ORDER AND JUDGMENT CONFIRMING AWARD This matter having this day regularly come before the Court for hearing pursuant to a notice of motion for an order confirming an award of the arbitrator in the arbitration between Independent Development Corporation, Petitioner, and Foxcroft Townhouse Associates, n/Fda Brambles Townhouse Associates, Respondent, docketed at No. 14-110-00442-00 by the American Arbitration Association, and it appearing to the satisfaction of the Court that copies of the agreement, the selection or appointment of arbitrator, and the award have been attached to the application for an order confirming said award, which application is on file with the clerk of this court, and good cause appearing therefor, it is hereby ORDERED that the award of the arbitrator in the arbitration between the parties herein be, and the same is, hereby confirmed in all respects, and that a JUDGMENT in the amount of $193,477.52 be entered in favor of Petitioner and against Respondent, together with Petitioner's filing fee of $ 45.50. {00082067/1} Dated this day of ,2001. ,J. {00082067/1} IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CML DMSION INDEPENDENT DEVELOPMENT CORPORATION, Petitioner, FOXCROFT TOWN-HOUSE ASSOCIATES, n/k/a : BRAMBLES TOWNHOUSE ASSOCIATES, A PA : LIMITED pARTNERSHIP, : Respondent. : CML ACTION - LAW A~PPLICATION FOR ORDER CONFIRMING AWAR~,. AND NOW COMES Independent Development Corporation, by and through their attorneys, CGA Law Firm (Countess Gilbert Andrews PC), and avers: 1. petitioner is a Pennsylvania corporation with office in York County, Commonwealth of Pennsylvania. 2. On the 14th day of October, 1997, Petitioner and Foxcroft Townhouse Associates, n/k/a Brambles Townhouse Associates, Respondent, entered into a written contract entitled "Standard Form of Agreement Between Owner and Contractor" ("Agreement"). A copy of said Agreement is attached hereto, marked "Exhibit A," and made a part hereof. 3. The Agreement incorporates by reference "General Conditions of the Contract for Construction" ("General Conditions"). A copy of said General Conditions is attached hereto, marked "Exhibit B," and made a part hereof. 4. Section 4.5 of the General Conditions provides that any controversy arising out of the Agreement or the refusal to perform the whole or any part thereof would be settled by arbitration before the Construction Arbitration Tribunal of the American Arbitration Association ("Arbitra- tof'). 5. Section 4.5.7 of the General Conditions provides that an award rendered by the Arbitrator "shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof." arisen out of said contract, Petitioner and Respondent resorted to 6. A controversy having - ---:*~- the Agreement, and an arbitration was commenced in accord with the arbitration in accoraance w~,~, A copy of said Arbitrator's Case Management Arbitrator' s Case Management Schedule #1. arked ,'Exhibit C," and made a part hereof. . · ~ :~ attached hereto, m - ,~-~- mh 11, 2001, and Schectute ~t ,o ,-. . ~, ~.,~,,lvania on June '~ ? The arbitration took place tn Harnsburg, retm~j all outstanding claims between on June 15, 2001, at which time petitioner and Respondent argued them. ' award in writing and, after duly 8. On the 1st day of AuguSt, 2001, the Arbitrator made his . . acknowledging it, delivered the same to the pafaes hereto, which effected a resolutton fall ~s~es ,, between petitioner and Respondent. A copy of said Award is attached hereto, marked ,'Exhibit D, and made a part hereof. wHEREFORE, petitioner prays that, pursuant to 42 Pa.C.S.A. § 7313, an Order of this and that a judgment be entered in conformity therewith, in Court confirming said awardbe made, of $193,477.52, which is comprised of an award of $191,743.94 plus allowable the total amount interest from 08/01/01 in the amount of $1,733.58, and for such other and further rebel as the Court deems appropriate- Date: SePt~/nbex 24, 2001 er II, Esquire 29 North Duke Street York, PA 17401 (717) 848-4900 ~ AL4 Document AIOI Standard Form of Agreement Between owner and Contractor u:l~ere tl~e basis of payrnent is a sTIP ~TED SUM 1987 E~IS1ON ~IS DOCO~WE~ HAS IM~ORT~ ~GAL CONSE~U~YCES: CONSULTATION-~I~ WITH ~5PE~ TO IT5 COMP~TION OR · f~ittO~ Of the Con~ . . ,~ doCZlm~t ~ m~ified. ~V A~0~ IS ENCOU~GED ~ for Co -- --ent A201. G~a' ~_~ co~itxo~ u~t~ ,~ . · ~e [~7 Edition of AI~ ~CU~o not ~e with oW~ ~ tb~doc~t ~ re/graCe' ~ v ~e ~ted Gcne~ Cont~o~ of REEM~T AG /~ da~ of ~de ~ of ~= p~ers~ ~N me O~er: F~t ~ ~s, A ~syl~a (.~mm,~ . p 0 ~ 686 . ~ ~, ~1~ 17001~686 ~nd cbc Contractor: ge~lo~=~ent corporation ~ependent ~oule~r6 2525 ~ york, ~syl~ 17402 T~c project ts: The Brambles of 5m~den Cumkerland County, pennsylvania Thc Archi[¢c~ is: c/o SUBSTANTIAL COMPLETION DATE OF coMMENCI~MENT AND h ~l ~ ~,.e=su.,'~-t, anct sh.~l '~c me d~c of · -- ~_cc frOm WhiCh ~C Conw'~c~T~'n~°fP=uDup ° · . . 3.1 The ct=~ of commc,.c~'~c ~ mc c~ t ci=[e is sc=ted, belOW or prOVimon is mae'e :or mc ~..~c to bc tLxcd m a nouC= chi~ A~c.-~ae~t~ as fus~ wn~Cn above, units a dlffe~n . O~ L~tl~i by ~Ilc 0wneJ' t,~t at.t. o/tbl~ ASrt*m*nt or. l/ flm'~ M~' °/ c°mm'"~'"'m' '/ u ~[l'~ lmm BLlil~iog UDOT). receipt o~ state aru:l Local - · by a no'icc to pm ,cc~__ ,.-:-_::-. ,&. tu'~dv Fui~ o~ mor~n~cs, ,,, · ¢ndl'c Work hoc Sui~m't'dal C~mplCuon of ~c . . , o~c~' (18o) caL~ days (phase I) · :iubic:t {o ~tlju~rnen~ o~ t~is Commct T'tm¢ ~ provided in ~c Concoct ~¥...umcn~. ~rk ~t au~riz~ for ~n~i~ ~ Se~ 30, L998 w~ ~ ~J~ ~ ii~cav'a'=ic~ (]:~k) : ~_~k Excavatic~ O:z'encb.): ~s. oo/cob~c ~ for~~t~ ~ofa mon~, ~e O~ ?~,~pt~on ~ --, . · ~ mo~-~ '~ '~ 1D=~v of mcfO~g ~_. ~. O~= not ~= · --~fion ~r ~t. ~ -~cmr in accor~CC with ~ .w. A~{~ ~v~ ~c ~P ..-,.~ sub.it--d by ~c ~ou ...... ~o~ of thc Work ~3~ ~ ~'~ '--- - = ..~,,noo th~ schedule o t v~._.t S~ ~ong thc x~o~ ~:_ ~B schedule ...... n for ~t s~ o~ o~ ailoOtC mc ~ ~on~_. ~ me .~imct ~3' rc~u'~.~ent tne~,.___._dinSuchform~uaup~.,,~.~cd~ab~is~u~ ..... ~ ~ion of thc Wo~ = of ~e cfld of mc Pcfi°d 5.5 APgfi~d°m ~r Paym~t s~ m~tc thc 9~centagc °f c°m°lcu°~ °l ~oofi~ion for ~t. -,- ~c ~ount of ~ P~ ~%~t s~ ~ comoUt~ ~ [o~oWs cov~d by ~c ";on of ~c WocK , . ~ .~s.mo ~iv~l°~blc~C°~gl~dx~rk~ncd~mulupiymg~cPcrc~mgc ~.6 Subject to thc prov~ o{ mc ~ percent 5.6.1. T~ =~ po~On o=mC ~n ' o~ no=~c ~Dum~ comp~on o~ ~on o f ~c ~ ~ ~c s~c o f ~c ~ Con~ S~ ~md ~ ~= D°~ ~ ~cWO~ ~ . t vc~ b~n =diemd .... 0~ of~% .... ~t Sum ~ .o . ..u. ~ . n %)- ~'"-- ~ - ~ - afdc O~c~ ~"~ . - d~v=~ ~d sui~iv ~a~ in Sub~pn t.~.t - ~ ~.2 Addc~ ~Onu~ ~it= for ~o~ ~-~ ..-~n ~ w~' t~ site~a ~d°n =~ ~f~ %);of p~io~ ~5~= made b~ mc 0~: ~d prOVi~d m P~' p~t ( wished or n~fled a C~~c for ~%~t 5.8.4 Sub~ ~o~U, if ~v, for whi~ ~c .~stc~ . =~ m~ ~n ....... Pm~ ~ ~oum dc[ ~o m~ ~c to~ ~?mmu~%0 %) of ~c Con~ ~c~: . ~t ( · for mcomgic~ Wo~ ~ ~ c~: ~ thc .~t~ s~ d~mc no ~a~t of thc Cont~ctor. S~. [~ ~ ~o~ ~ WO~ B th~tcr mat~Y dciay~ th~U~ S.7.~ Add if fi~ comptctiOn of thc 9.10.3 of ~c G~c~ conditio~- . .~ --~ s~ be ~ follows ...... .~ ~s=m.~ /mm ~" ~=.r ~t~~ ~1 ~ ~ ~ 5% ~ 50% ~le~ ~ ~ ~e~d ~- ~ A101-1987 AFFnCLE s ~SpI~istON TEj=.MiNAllON OR * · -- · ; ' "' ~.1 Thc Ct;lntt-~Ct ..~!. ;x¥-)3¢ tC~l~trttt~Cct 13'3' thq t)wq'~' { )~ ~h-c-t~?tr3c'tc)r ~t ~lUtjl~lATiON OF- ~OI, iTFIACT B.1.1 ~-e~ E~~ ..... ~ ~ of ~c ~n~ ~r ' ' ' 9A.3 ~e Su~l~ , m~ ~ ~c site plan Front & Left Elevations 5 6 05/30/97 03/20/97 03/20/97 03/20/97 03/20/97 03/20/97 Not APP]'iCa'b]'e 0 T o! the Contract General conditionS . Constructi°n · (or. ~I~ ~ AT~ ~ TABLE OF A~s z. o 4. ADMi~iSTI~TIOt~ OF '~H[ 5. sgBCO~4'I3~CTORS 6. COt~S'I'itUc'~O; BY O~ OIL BY S[?~T~ COt~T~CToItS ?. CH,~G[S lt~ TH[ I?_DEX A~ep~n~ o1 Honoon~onnlng work ......... 9,6.6, 9,93,12.3 9.6.6. 9.8.2, 9.93, 9.10.1, 9.10.3 Acc~pigrlce of Work ........... 3.15, 6.2.1, 12.1 4.3.9, 8.3.1, 10.1.4, 10.2.5, i3.4.2, 13.7, 14.1 Additional Co~t, Clalra~ ...... ' ' AddldonallnspecflomandT~fl~g ..... V. 4.2.6,9.8.2, 12.2.1, 13.5 · ' 3.3.3, 4, 9.4, 9.5 Adveni~meru or Invitation to Bid ..... ' ........... ' "J 4.2.13, 4.5.1 · A~th~ic Effect ............................... 3.8 2.4, 3.3.3.5.5, 3.10.2.3.12.4 ~rough 3.12.8, 3.18-3. Approvals .... 4.2.7, 9.5.2, 11.3.1.4, 13.4.2, 13.5 ....... 4.1.4,43.2.4.3.4.4.4.4,4.$, krchR~t .................................. 4.1. I · 82 98.3 9,10.1.9.10.3.12.1, 12.2-1, 9.-~, 9.5, 9.63, 9 . '13.5.1, 13.5.2, 14.2.2. 14.2.4 . . . . AuthorttvandRespon$ihHRY. 3.3.3,3.12.8, ArchRect, IAmttauonsof ~ :~ 4.2 , 4 2.7, 4.2,10. 4.2.12- Architect,s Additional Scrvic~ and Expen$~f ..........2.4,9.8.2, ', 113 I 1, 1'm 21, 12.2.4, 13.5.2, 13.5.3, 14.2.4 Ar~tmRe~r $ Admlnlctraflon o! time C~ntmCt .......... 4.3, 436, 4.3.7, 4.4, 9.4, 9.5 ArclmRect's Approvals 2.4,3.5.1,3.10.2,3.12.6,3.12.8,3.18'3'4'2'7 A~Chitect's Authortt.v to g~cct W°rk 351,426, 12.1.2. 12.2-! Architect's Copyright ·. 4 ~ 6, 4.27, 4.2· 11,4.2.12.4.2.13, 4.3.2. 4,3.6, 4.4.1, 4,4.4, 4.5, 6.3, 7.3.6, 73.8 8.1.3, 8.3.1, - ' 4.2.2,4.2.9, 43.6·9.4.2.9.8.2. Architect's h~pections ........... 9.9.'2, 9,10 I 13.5 4,2.6, 4.2.7, 4,2.8, 4.3.7, 7.4.1, 12.1.13.5.2 Architect's ll,.$m~tionS. · 4~2.1 I, 4.2.12, 4·3.7 Architect's Inteq~t. et3tions .......42.2, 42.5 4.369.4.2. A<hitect's On-Site Observations. ........ 9.5. I, 9.10.I. 13.5 4.2.10 Architect's proiect Reprelentati','c ................ ~ ' ' ;' a ~ ArohReCt.s Relation.ship with Contract°r ....... i.[._, 3.-.1.3 ..... 3.3.3. 3.5.1.3.7.3, 3,1 [. 3.12.8, 3. l 2.I 1, 316, 3 8 4.2.3.4.2.4, ArchR,..ct's Relatknl.~hip wit h Suhcomract°rs .... 1.1.2, 4.2.3, 4.2-4. Awerd of Subcontracts and Other Contracts for 5.2 B~lc Oeflnltlons ............................ Bo ernndMachlnerylnsurance ' ....: .... ....... 3.7.1 Building permit ............................. 1,4 Capitalization ....................................... 9.8.2 Certificate o f 5uhstaruial Completion .................... Certificates for Payment ....... 4,2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9'6A, 9.6.6, 9.7.1, 9.8.3, 9.10.1, 9.10.3, 13.7, 14.1.1.~, 14.2.4 Certificates of Inspeczion, Testing or ApproVal ..... 3.12.11, 13.5.4 . 9.3.2,9.10.2, 11.1.3 11 I ~41382.4 311 4.2.8.4.3.3,5.2.3, Chnngn Ordnm .............. 7.1, ?.9, 7.3.2, 8.3.1, 9.3.1.1, 9.10.3, 11.3.1.2, ll.3.4, 11.3.9, 12.1.2 ........... 7.2.1 Chan8e Orders, Definition of ............... ?,1 Chnnge~ ........................................... CHANGES iN THE WORK 3.11.4.2.8.7, 8.3,1.9.3.1.1, 10'1'3 ..... ........ 4.3.1 Claim. DeflniUon of ........................ 4,3, 4.4, 4.5.6.2.5, 8.3.2, Claims and Dlspute~ ................ 9.3.1.2, 9.3.3, 9.10.4, IO.1.4 Claima and TImn{¥ As.$erflon o{ Clnim$ ................ 4.$.5 Claim~ 1or Acld{flonn{ Coot ........ 4.3.6, 4.3.?, 4.3.9.6.1-1. Io.3 Claime for Additlonel Time. · 4.3.6, 4.3.8, 4.3,9, 8,3.2 .......... 4.3.6 coaled or Unknown Cond tlons ........... ClamsforCon .... ~-' 832 9.5.1.2,10.1.4 Claims for Damages...3. 8,4..~.9.~. - u_..,. 4 ~.2, a4.4 4.5.1 3.15, 6.3 C nan ng Up ................................. 13.7 Commencement of Statutory lam teflon peflod ...... omen[ of the Work. Conditions Reia 'nE to,. ·.... · - ~.1~.2, Commenc 2.2.., 3.2.1, 32.2.3.7.1, 3.10.1.3.1-.6, 4.3.,, )._.1, Commencement of the WorR, Definition °f ............... 8.1.2 Communications Facilitating Contract 3.9.1.4.2.4, 5.2.1 Completion, Conditions Relating t° ....... 3.11,3.15,4.2.2.4-2-9, 4.3.2, 9.4.2, 9.8. 9.9.1, 9.10, 11.3.5, 12.2.2. 13.7.1 COMPLETION, PAYMENTS ANO ......................... Completion. Substantial. 4 ~.9. 4.352, 8.1.1,8.1.3, 8.2.3, 9.8. 9.9.1. I ...... 13.t 11.3, 13.1, 13.5.1, 13.5.2, 13.6, 14.1.1, 14.2.1.3 ........ 4.3.6 Concealed or Unknown Conditions ............. I. 1. I. [. 1.7, 6. I.I Consent, Written 10.1.3, 4.3.~. 4.5.5.9.3.2, 9.8.2.9.9.1, 9.10.2.9.10.3,10.1.2. 13.4.2 11.3.1, 11.3.1.4, 11.3.11. 13.2, CONSTRUCTION BY OWNER OR BY SEPARATE 1.1.4.'6 · CONTRACTORS .............................. 7.3. I Construction Change Olract[ve~ .... l. 1. i. 4,2.81 7. la 7,3, 9.3.1. l · 3.10.6. t.3 Confingent Asaionmnnt of Buboontmcta ............ 4.;].4 Continuing Contract pnrlormnnee .............. .... 1.1.2 CONTRACT, TERMINATION OR ....... 4.3.-. 5,4.1.1,14 SUSPENSlONOFTHE ........... .,. 3A ~.a 9.a,9.5 Contract DocumentS, The .................... 1.1, 1.2. - 3 Contractor ~."~' .. . .............. 3.10, b.~.~ ,~or's gc~ti°~p 2 ~ 6, ~.12.5, ~.lt.a..-~ ~ i ..... . i, ~ 55.1,3.~.. , - Cont~aot s suom~tt~ ~.3.6.9.2, ~.~" ~'~; i 1.4.Z, I I '~'~ 9.1u.~, ' '-' 5.9, 10.2.~ o~ts~ons to W~old ~on ......... 4.½.T.10.3 ~me~jenclee ....... . ...... .-'- 3}' '.~ i11 I 14.2.1.t ExecUtion, Co~elatlfin and Intent of t~c ... 1 ~, 3 7.1 GENERAL p~O~lSlO~S ............. ' .... indemniflcats°~ ;':~,iC~s R~ui~ ot me o~n ~ ~'~ '9 ~'~ 9 9.2. tnsU~:nc~,Lo~ofUse' &, ...... . ............ ~)'~ 11.3 11.3.3 Lens nf U~ InsUresce ..... t .5.1~ 5.12.t, 4.2.4, 4-2-6, 5.2'1' ....... 10.1, 10.2.4 Means, Methods. TechniqueS, Sequences ands.3.1,4.2.3, 4.2.7, 9.4.2 procedures of Cortsm:ctton ......... i .1.1,4.2.8, 4.3.I., 7.1. '/.4 Minor Changes In tho Work .......... . ......... 13 Mi$¢iiLLANEOU$ PRO¥1~IOH$ .............. . 1.1.1 tautuel Rnspor~tblllty ........... ~ ................ i ' 12.'* in Work, Acueptence ................ 2 5 l Non~nform! g,_,..~. ~eiecdon md Correction of ..... _.. Nonconforming wu,,..---, 4.3.5.9.5.2.9 8 2 Noti~=e, Wrhten : .................. 4.4.4. 4.5.5.2.1, 5.3, 5..*.1.1, 8.2.2, 9.4.1, 9.5.1 9.7, 9.10, Notice to proceed .............. ~ ~ ~a,?, 3 3 7.3.6..*. IO.2.2 OcCUpancy. ......................... 4.2.2, 4.2.9.4.3.6. On-Site l=gecti°m by thc Architect ..... ~) ;4'.i: 9.B.2, 9.9 On.SRe Ola.~.ervadol~ by the ArchRect ......... 4.2.2. ~.2.5.4.3.6, Ordcrs, WrRtcn ............ 12._~, 13.5.2..~.3.1 2 oWNER ............ ~.1 Owner. Definition. f ........... . ...... Owner, information and Servlcea Required nf the. Owner's Hnaocial Capability - ......... . ..... 11.2 Owneee LlablliW Incuranoe ............... ' .' ~ )wncr's Bil~'r t( ("~' ()tit thc W,~rk ........ .~..~. I .....~ ..... 6.3 Owner's Right to perlorm Construction and to 6.1 Award Separate Confmcte ..................... Ownar, e Right to Stop the W°fl< ................... .... 14.5 o~ner'5 lish[ [o Suspend thc '~'or~ ................. 14.2 Owner gh hRect's Drawings, .~.__._ . . Ownemhip and Use of Am l.1,1,1 3, 2.2.~, end Other Documents ................ partial OccUpancY or Uns ............... 9.6.6,9.9, t 1.3.11 .. :: ........ 3.1 , patching, Cut~ng and .............. 3.17 pctente, Royalties and ............ 4.2.5, 9.2, g.3, 9.4, payment, App0catiene for ................ 9.5.1, 9.B.3.9.10.~. 9.10.3, 9.10.4, 14.2.4 4.2.5, 4-2.9, 9.33, 9.4, 9.5, payment, co~flcetee for ........... i5.7, 14.i.1.3, 14-2.4 9.6.1.9.6.6, 9.7.1, 9.B.3, 9.10.1, 9.10.3... .. 4.3.7, 9.5.1.3, payment, Fellum of .............. ~:~,'~.10.2, 14.1.1.3, 14.2.1.2 4.2.1.4.2.9, 4.3.2, 4.3.5, 9.10, 11.1.2, Payment Bond, perfarrnance Band and .............. 7.5.6.4, 9.10.3, 11.3.9, 11.4 ............. 4.3.4,9.5,9.6, payments, ptosre~ ............. 9.8.3.9.10.3, 13.6. 14-2.3 pAYMENTS AND OOMpLETION ...................... g, 14 5.4.2, 9.~.L3, Pa* 96~ 962, 964 11.3.8, 14.2.1.2 PCB ............................................. ~.3.6.4. peri, finance Bond'.md Payment Bond ......... 9'. i0.3, I 1.3.9, I ! .4- parmlte, Fees and Notice's ....... OF 10 pERSONS AND PROPEP.'I'Y pROTECTION ............ product nata end Samplea, $hop Drawinge .... 3.11,3.12,4.2-7 ' . .... 42.2.43.4 progresa and completion .......... .'.'.'.'. ......... 4.3..~. 9.3. Progres~ peymentS ............. ~.$, 9.~.3, 9. ~o.3. 13.6, ~-~.-'.3 1.1.4 Pm ect Manua Dcfinitk)n of the ............ a ~ - project Representatives ........... . IO.2.5.11.3 proF:erty Insurance .......................... 10 pROTECTION OF: pER$ON~ ANn pROF:ERTY ............. Rcgulations and Laws ..... I.~.36 3.7.3.13,4'h1'4'5'$'. .... . 3.5. ,"L2.6. 1~.2 Rei~.--~e$ of Waivcts and Licks ............... 1.2.2.3.5.1.3.12.-. Representations ...... 6 · · 8.2.1.9.3.3.9.~.2.9.5.1, 9.8.2. 9.10.1 ........ 4.4, ~.$ Resolution of Claims and Dlaputns .......... ~. ~ 2 -~.2.3, 6. t.3, 6.2. Review of Contract Dacumantn and Field CondltionelayContmctor ............ L_.2.32,. - ~.~ Rights and Remedies ........... 3.17 Royalties and Patenta .... Owne~ · Right to Clean Up ................ 4 A201-1987 :~;--' AIA' * iI'J~'TIIE'~'MIr:RIC''tSIN:~IlII I1.1)1 .\Rtllll 4.5.2 ~ ~ p~ ........... .... ~A2.~ ...*. ... .............. 5A2.1 Shopu~- ~U=~u~Da. snd=~mP .... 3 13,6.Lt,6.~.t Sto;~ M=m ........ . ............ 5 SubCOnr~C;O;, ~ don o[ ........ , ........... ............... ..- 1~.2 14.3 Ion by the Owner for Convenlenc~ T~es ................... ' ............ Termi~on by the Con~or .......... 5.4.1.1,14.2 Te~ina~On ~y t~e owner f°r ~use ............. ... 4A.~ ~INATION OR sUSP~"~ ~3.4.2.6, 4.2'9' 9'4'2' 1"-'~' '8 ~ and insp~ons ......... Unforeseen Con,;dons ...... . ..... -' ~2.5.5 2 7 5.5 ~mvero ...... s Dy me Commcmr .......... ~,r~tten Consent .............. ' ................. ~'" GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION ARTICLE 1_ GENERAL PROVISIONS 1.1 BASIC DEFINITIONS 1.1.1 THE CONTRACT DOCUMENTS The Contract DocumentS consist of the Agreement between Owner and Contractor (h8rein~t~ the Agree~le[~-[), Conditions of the Contact (General, Supplementary and othe~ Conditions), to execution of Specifications, addenda issued prior the Contract, other document~ listed in the Agreement and Modifications issued ;fires execunoh rif the Contract, A Mod'fi- cation is (1) a wri[ten amendment to the Contract signed by a Change O~ier, (5) a Construction Change otb parties, (2) _ o --~....rh~n~ ' theWork issued by the Mchitect. unless documents such ;ts bidding requkementS (;dver;isement or Contractor's bid or portions of addenda relating to bidding merit, construction systems, stand.ds and workmanship for the Work, and performance of related services. 1.1.7 THE PROJECT MANUAL The Proiect Manual is the volume usually ~sembled for thc Work which may include the bidding requirementS, sample formS, Conditions of the Contract and Specifications. 1.2 EXECUTION, CORRELATION AND INTENT Owner DocumentS sh~ll be signed by the 1.2.1 The Contract and Contractor ~ provided in the Agreement. If either the Docu-mentS, the Architect shall identif7 such unsigned Docu- 1.2.2 Execution of the Contract by the Contractor is a re'pre- .' · · become famLl- i~r with local conditions under which the Work is to be per- formed and correlated personal obserwtions wi. th require- menm.,-v, and what is required by one shall be ~ binding 2s if The Contractp,arr. ies hereto and supe~es prior negotiations, tract may be amended or modified only by a Modtficanon The Contract Documents sh~l not be construed to c~ate a contrac- tual relationship of;my kind (1) bet'ween the Architect and Con- subcontractor or (5) berwe~'t any persons or entities other than entitled to performance and enforcement of obligations under the Contract intended to f~cilimte performance of the 1.1.3 THE wORK required by the Contract DocumentS, whether completed or pat~ ally completed, and includes all. other Labor. mated'tis, equipment and services provided or to be provided by the Contractor to ktifill the Contractor's obligations. The Work 1.1.~' THE PROJECT 1.1.5 THE DRAWINGS 1.1.6 THE SPECIFICATIONS required by all: performance by the Contractor shall be only to the extent consistent with the Contract Docu- requh'ed d~cm ~ being necesSm'Y meritS and rcason=bly inferable from to produce the intended r~uim. 1.2.4 Or~imdon of the S~cifi~tiom ~[o divbiom, sections ~d ~icl~, ~d ~gem~r of Dmw~ s~ not control ~mb~h~g the exten[ o[ ~rK ru ~ ~ 1.2.5 Unless otbe~ise stated in ~e Contract ~ce with such recognized m~in~. 1.3 OWN~SHIP ~D USE OF ~cH~ECT'S D~WIN~, SPECIRCA~ONS AND OTH~ DocuM~S 1.3.1 The Drawing, Specific=tions ~d other do~men~ prod b~ the ,~chi[cct =re i~tmmerus o[ thc .~chitect's se~'ice through which thc Work [o bc executed by thc Con- c~m ~ copyright in thc Drawing. Specifications ~d other documems prep=red by thc ~chitect. ~d unless othcm'~c indicted th~ Architect sl~all be deemed thc =uthor o~ them in addition to thc copvrighn .MI copies of them. except thc L _,_ ,,,4~c written cortScnt of thc OWner ~nd Work without ~ue ~Lcchitect- The Contr,~ctor, SubContr,~ctors, Sub.subcontractors required for cons~-~c~ion, ~se ot occupancy merits ~nd ch~es ch~nSes i~ c,xisting of permanent st~.lct~res or for pen-n:ment ted~l or equipme~t s ~_~t. ~rms of the D~ ' and rna ~ .~d ~u~-- r- by u .~u~ _~ pt~ ~, s~O~ ~d o~ ~ ' work un~rme uu,,~ .,-~to~ cop~~t nuu~ , · th~ liege sh~ b~ m~ -~ -, ~- ,~e gm~, ~ , ~. at¢~bu~On to meet p~d by ~e ~ ...... o~er g~o~ ~ con- · to ~ ~ ~ gub~c~On o~C~ ~jem's copv~t or other nection with ~ P~J~ B in ~m~don o[ ~e ' 1.4 ~p~ON condRio~ ~.~.~ Te~S ~i~ed ~n ~ G~ b~d ~d~ ~u ,~?- .~. aoc~ o~ (5) m ..... d~menu pub~h~ by ~-S I~PR~A~O~ ~e Contmc: ~en~ of b~evi~ ' ~.~.1 In the integer. _~ ~ ,,~" ~d "~Y" ~d=~- ~ ~ 1 ~c Owner ~ ~hc ~ .... h~O~ ~c Co the A~ent ~d ~cn~ ~ if sin~ ~ n~bc~. ~c tc~ ownc~ bic wri~ coquet sh~ ~, ~ The Own~ u~n ~n~ -~ which ~ n~' , --- for ~c Can~mctor to e)~ ~onsh~ include cnfo~c m~c s ~e ~ ~ord 1~ tide to the pr p. ' .,~d ~'thc Pro;~ ~ Io~ted. us~l~ ..... of exertion of ~hc Ag~t ~d, withsn five ~ys a~Cr ~Y ch~n~. ~nto~tlon Of SUL~ Ch~C iff nt[C. rccprded or unr~rded 2.2 iN~R~ON ~D S~~ flE~Ulfl~ OF ~E oWN~ 2.2.2 ~c Ow~cr >hall fuenish su~'Cys d~sc~bin~ f3cilidcs. under thc Owner's control shall 2.2.4 information or services with reasonable ptompmesS to be ~mished by thc owne~_., of the '~9ork. avoid deMY ~- orderly P 2.2.5 Unless otherwise provided in thc Contract DoCument~' thc Cont~Ctot will be f~rnished, free of charge, such copies of Dmwin~ ;md Proioct Mmau~ls ~ we ~e~son~bly neCess~' for 2.2.6 Thc foregoing ~'e ~ addition to other duties ~d r~n- f the ownc~ en~Cmted he~ ~d ~pec~Y ~o~ sibiliti~ o ' ~ res cct to ~ide 6 (Comt~c2on by o~er or by S~~te Cont~ctorsL .~icie 9 (paymen~ ~d Comptetion) ~d ~ticle 11 (I~ur~cc and Bon~), 2.3 o~NER'S R~GHT T0 sTOP ~E wORK which is not 2.3,1 R thc Con[mcto~ ~ [o co~Ct or.C: with thc r q ~'- --:---~flv ~ to ~' OUt ~ ~equi~d oy ~ ..... nv or by ~ agent specifi~Y , w~ttcn order si~e~ pc~y,,~:.,~. 'm~v o~der ~e Contmc- -~ the work, or ~ porn. ..... vet ~e dgh[ of s,,c order h~ ae~:, T _~. ~nt ~vc ~ to ~ eu~r ~.- ~cr ~o stop mc ~ or~ ~-~ "~ ~ me b~nefi~ of mc Con- required by Subp~ph 6.1.5. oWNER'S RIGHT TO cARRY oUT ~E wORK. 2.4.1 pc~Od ~er r~cipt of w~tten nodCC from thc. 'r n~lcct with diligence ~d ~ro~ dctau t o ~ ~ · ~efiod ~ve mc ~u -on~ cost of corrc&in~ such deft- cra-after duc [he Contractor thc ~or thc ~rchitect~ additional ccnC~. ' ' ' ..... '~ . ; " thc contractor arc both subicot to prior approval tS thc dit'krcncc to tl~c Owner. CONTRACTOR 3.1 DEFINITION 3.2 RENEW OF CONTRACT ~OCt.IImENI'S AND REID CONDITIONS BY CONTRACTOR 3.2.1 The Contractor shall carefully study and compm'e thc · Contract Documents with e~tch other and with irEot~m~d°n furr~sbed by thc owner pursuant to Subpm~gmph 2.2.~ ~Lrtd repOrt to the A~[ect e~ors, inconSiStencies or Sohn~ions discovered Thc Contractor sh~t not be liable to tt~c Owner Or Architect for d2t~¢ resulting from errors, inconSls tendes or omissions in the Contract Documents unless thc Contractor recoiL[ed .ch eh-or, inconSisrency' or omis~ioOnn. knowingly f~led ro repo~ k to the Architect. If the ~nd · ' ' knowing it involves a recognized error, inconSistencY or omission in the Con[rant DOCUlT~ents without such nodce to the Architect, the Contrac- tor shall assume ~ppropd~re responsibility for such. perfof mance m~d sh~11 bes~ an aPProPfibre amount of the atmbut~ble costs for correction. 3.2.2 The Contractor shall t~ke field measurements ~nd verify such field me=- field conditionS and sh~l carefully compm'e the surements and conditionS and other inforrrmfion known to Contractor with the Contract Documents before commencing activities. Errors, inconSistencies or omisalonS discovered shall be re, or[ed to the A~chkect ~t once. 3.2.3 The Contractor sh~ll perform the Work in accordance with the Contract Documents and submitt~ approved pur- suant to pm,~graph 5.12. 3.S SUPERVisION AND CONSTRUCTION PROCEDURE~ 3.3.1 The Contractor sh~tt supervise and direct the Work, shall be solely respon~u,~ ,"- --..k.-,ds techniques sequences and. Pro.,c2couor~n.n' axtd for coordinax~n$ ~a pu~-,, ~iv¢ other spedSc insttuc- [tonS conccrninfi these matters. 3.3.2 The Contractor shai] b~ responSible ro [he Owner for ac~s ~nd omissions of thc Contractor's ~mpioyees. Subcootracto~ and their a~e'nts and emPloYees' and other persons performing portions of the Work under a contract with thc Contractor- 3.3.3 Th~ Contractor sh'"11 not be r~ieved of obli~;.tinns to per- form the Work in accordimce with [he Contract Documents either by activities or duties of the Architect in the Architect's adroinistratioo Of the Contract, or by tes~, inspections or approvals required or performed by personS other th~t the The Contractor sh~11 b~ responsth[e for inspection of por- 3.3.4 alre'~dy performed under this Contract to deter- lions of Work sequent Work. 3.4 LABOR AND MATERIAI-~ 3.4.: Udiess othc~'is~ provided in the Contract Document, the Con[mc[ct sh~ provide and pa',' for tabor, mareri~, equtp- construe[inn equipm~lt and machinelT, water, · and completion'Of the Work. necessary for proper exeCuuon not incurpo- 3.4.2 The Cuntracu)r shMl enforce strict discipline and good empk)ymem of unfit persons or pcrsuns nnt skilled in tasks 8 A201-1967 3.5 WARnANTY . Contractor warrants to the owner and Architect that 3.5.1 The Contract will be materials and equipment Mroished under thr~qui~ed or permit- of good quality and neW unless otherwise ted hy the Contract Documents, that the Work will be free from defects not Lnherent in the quality requtred or perrmtred, Work will conform with the requirements of the and that the ' Contract Documents. Work not conforming to these requtre- men[s, including subs[itu[into not properly approved and authorized, may be considered defective. The contractor's , des remedy for dax~age or defect Oused by or insufficient maintenance, improper operation, or normal wes~ and tern' under normal usage, ff required hv the Architect, the Contracror shall furnish satisfactory evidenc~ as to the ~ind and quality of materials and equipment. taxes iel~lly enacted when bids axe received or n~goilailons concluded, whether or not yet effective or m~rely scheduled to go into effect. 3.7 ~Enmrl's, FEES AND NOTICES 3.7.1 Units otherwise provided in the Contract Documents, the Contractor shall secure and pa':' fo[ the building penni[ and necessa~' for proper execution and completion of the Work which a~e cusromardy secured after execution of the Contract =nd which are legally required when bids are received or n¢$o- tiatio ns concluded. 3.7.2 The Contractor shall comply with and give requiscd by laws, ordinances, rules, ~e~ulations and lawful orders of public authorities beshn$ on performance of the Work. 3.7.3 [t is not the Contractor's responsibility to ascertain that the Contract Documents axe in accordance with applicable statutes, ordinances, building codes, and rules ~nd regula- tions. shall promptly nodfy the Architect and Owner in writing, and necessarY' changes shall be accomplished by appropriate Modification. 3.7.4 If the Contractor performs Wodi knowing it to be con- the Contractor shall assume ~ responsibilRy for such Work and shall bear the atthbutable costs. 3.8 ALLOWANC$S 3.8.1 The Contractor shall include in the Contract Sum all by allowances shall be suppfied for such anlounts and by such shall nut be required to employ ~ersons or entities against which the Contractor makes re. monable ob}cc[ion. .1 materials and equipment under an allowance shall be selected pn)mptly by the Owner to avoid delay in the materiai.s sod equipment delivered at tlae site and .3 Contractor's costs for unloading and handling at the site, L3bor, in~ll~rion costs, overhead, profit and other expenses contemplated for s~ated oilowance amounts shall be included in the Conu"~ Sum ~nci not in the allowances; .4 whenever costs arc more ~ or less t~ allowances, the Contrac~ Sum shall be adlusted accordingly b.v Change Order. The amount of the Change Order shall reflect (1) the difference bet-ween actual cnsr~ and the allowances under Clause 5.8.2.2 and (2) changes in Contractor's costs under Clause 5.8.2.~. 3.9 SUpB:IINTENDBiT 3.9.1 The Conmtctor sh~ll cmplo,v a competent superinten- d[eat :md nec"'~or'f ~sisrants who shall be in attendance at the Project site during performance of the Work. The supesinten- dent shall represent the Contractor, and communications given to the superintendent sh~il be as bin~ing ~ i~ given to thc Con- tractor, lmpor~n£ communications si'mil be con/'m'ncd in writ- lng. Other communicafioos sh~l bc similarly confirmed on written request in each case. 3.10 CONTRACTOR'S CONSTRUCTION $CHB3ULE$ 3.10.1 The Contractor, promptly after being awarded thc Con- tract, sh:~Lt p~:~re and submit for the Owner's :md Architect's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate interv~ as required b? the conditions of the Work :md Project, shall bc related lo the entire Proi¢ct to [he extent required b.v the Con- tract Documents, and shal~ provide for expeditious and practi- cable execution of the Work, 9.10.2 The Commctor shall prepare and keep current, for the Architect's approv'z[, a schedule of submittals which i~ coordi- nated with the Contractor's construction schedule and :fllows the Architect reasonable time to review submittals. 3.10.'t The Contractor sh~ll conform to the most recent schedules. :3.11 DOCUMFmNI'S AND SAMPLI~S AT THE $1T~ 9.11.1 The Contractor sh~t maintain at the site for the Owner one record cop)' of the Drawing.s, Specifications, addenda, Change Orders :md other Modifications, in good order and mmrked currently ro record changes and selections made during construction, :md in addition approved Shop Drawings, Prod- uct Data,'Samples :md similar required submitts]~. These sh~tl be av~ihb[e to the Architect and sh~[l be delivered lo the Archi- tect ['or submittal to the Owner upon completion of the Work. 3.1'J SHOP DI:[AW{NGS, PRODUCT DATA AND SAMPIJ-S 9.12.'1 Shop Drawings ~re drawings, diagrams, schedules :md other dats sbecl~,ll? prepared for the Work by the Contractor or a Subcontractor, Sub.subcontractor, m:muthcturer, supplier or ~]Lsthburor to il[ustrare some portion of the Work. 3.12.2 Product Data ~re illustrations, siandard schedules, per- formanee charts, ins[ructions, brochures, diagrm'ns :md other information ~rnished by' thc Contractor ro illustrate materi"ls 3.12.:3 Samples are ph)'sical examples whici~ il{ustrate materials, equipment or workmanship and, estub{ish standard-s by which thc \'Cork will hc iudgctJ. 3,12.4 Sh~)p Drawings, Pn~duct D:uu. S:unplus and similar sub- which submittals ~e requLred thc w~y thc Contractor prop?es to conform to the in~om'~tion given ~nd the design concept c~p~esscd tn thc Conu"act Documents. Review by the Architect is subject to the ilmira~inns of Subparagraph 4.2.7. 3.1 ~.S Thc Contractor stl~ll revi~,', approve and submit to the Architect Shop Drawings, Product Dam, Smmpies :md simil~ submitmB required by the Con,met Documents with tesson- able prompmes~ and in such sequence as to cause no del~y in the Work or in the ac'dy[ties of the Owner or of separate con- tractors. Submittzis lradc by the Contractor which are not required by the Contract Documents may be returned without action. 3.12.6 The Contractor shzLl perform no portion of ,.he Wo~ requiring submitt~1 :md review of Shop Dr:~wings, product Dam, S:u'nples or similar submittals until the respective submit- mi has been approved by thc Architect, Such Work shall be in accordance with approved submittals. 3.1:2.7 By approving and submitting Shop Drawings, Product Data. Samples and simil~ submittals, the Contractor represents [hat thc Contractor has determined and verified materials, field mes. surements and field construction criteria related thereto, or will do so, :md has checked :md coordinated the information contained within such submittals with thc requirements of the Work :md of thc Contract Documents. 3.12.8 The Contractor shall not be relieved of responsibillD' for deviations from requirements of the Contract Documents by [he Architect's approval' of Shop Drawings, Product S:~nples or similar submitra[s unless thc Contractor hms specifically informed thc Architect in writing of such deviation at the time of submittal and the Architect has given written approval lo the specific deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Draw- tags, Product Data, Samples or similzr submittals by the Archi- reefs approv':JJ thereof, 3.12.9 The Contractor shall direct specific attention, in wri,.in$ or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than [hose requested by the Architect on previous submittals. 3.12.10 Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. 3.1").11 When professional c-~r~ificadon of performance cfitetia of mater~s, systems or equipment is acquired by the Conw~ct Documents. the Architect shall be entidcd to rely upon the acc~JracT, and completeness of such calculations and certifi- cations. 3.13 USE OF SlT~: 3.13.1 The Contractor shall confine operations ~t the site to areus permitted by l~w, ordin:mces, permits and the Contract Documents :md shall not unre~onsb[~,' encumber [he site with m~[edaB or cqulpmenc 3.14, CUTTING AND PATCHING 3.14.J The Contractor sh~l be responsible for cutting, fitting or patching required to complete the Work or to m~ke its fit together properly. 3.14.2 Thc Conm~ctor shall nut d:umu§e or endanger ~ of the '~'~)rk t)r ~lly or purtiall? completed construction of thc the Owner and of such separate contractor; Such consent shal~. not be unreasonably withheld. The Contractor shall not unrea .sonabiy withhold from the owner or a sepm'atc contractor the Contractor's consent to cutting or otherwise altering thc Work. 3.15 CLEANING UP 3,15.1 The Con~'actor sh~ keep the prez~ses and sun~ound' lng area free from ;ccumulation of waste materiaB or rubbish caused by ogemtioos under the Contract. At completion of the Work the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, coosu-ac'don equipment, machinery and surplus materials, 3.15.2 If the Contractor ~ to dean up as provided in the Contract Documents, th~ Owner may do so and thc cost thereof shall be charged to thc Contractor. 3.16 A¢~r-88 TO WORK . 3.16.1 The Contractor ah.all provide the Owner and Architect acce~ to the Work in preparation and progress wherever located. 3.17 ROYALTIES AND PATENTS 3.17.1 The Contrac;or sb~ pay all toY~ties and l~cense f~. The Contractor shall defend suits or claims for infringement of hold the Owner and .~chReCt harmless patent fights and shall responsible for such defense or [os~ when a particular design, proceSS or prod- infringement of a patent, the Contractor shall be responsible for such loss unleC~ such information is promptly furnished to the Architect. 3.18 iND~NIFICATION 3.18.1 To the fullest extent permitted by law, the .Comracto. r shall indemnify and hold harmless the Owner, Architect, Archi- tect's consultants, and agents and employees of any of them from and a°aiust clmms, damag.~., losses ~nd expenses, incl.ud from performance of the Work. provided that such claim, dam- age, loss or expense is attributable to bodily iniu~' sickness, erty {other than the Work itseli3 including loss of uae resulting whose acts th~.' may be liable, regardless of whether or not soch claim, damage, loss or expense is caused in part by a patty indemnified hereunder. Such obligation shall not be consn'ued described in this Paragraph -% 18. 3.1R.2 In claims against an}' person or entity indemnified tect's coosuitantS, and agents and employees of any of them · ' t of 1'~ the preparation or approval of mapS, drawings, ansm.$ ou ( ' -.-,-,~ C. hanae Orders, ~igrts or speciflca- opintonS, reports, ~m,,.~, tl'~ failure to give directions or tions, or (2) the giving of or .-M'chitect, the Architect's conSUltants, and instrlactioos by the provided such giving or agents and employees of any of them damage. failure to give is the primary c~use of the iniurv or ARTICLE 4 ADMINISTRATION OF THE cONTRACT 4,1 ARCHFrECT 4.1.1 The Architect is the pemon lawfully licehsed to practice architecture or an entity lawfully practicing architecture iden- tified as such in the Agreement and is referred to throughOUt the Contract Documents as if singular in number. The term representative. 4.1.2 Duties, responsibilities and limitations of authority of the restricted, ' Owner, Contractor mad .~-chitect. Consent shall not be unrea- sonably withheld. 4.1.3 in case of termination of employment of the Architect, the Owner shall appoint an architect against, whom the Con- tractor makes no reasonable objecuon and ~ hose status under the Contract Documents shall be that of the former architect. 4.1.4 Disputes arising under Subparagraphs ~.1.2 and 4.1.3 shall be subieot to arbitration. 4.2 ARCHrrEc'r'$ ADMINISTRATION OF THE CONTRACT 4.2.1 The J~rchitect will provide administration of the Contract as described in the Contract Documents, and will be the Owner's representative (1~ during construction. (2) until final pavmem is due and (3) with the Owner's concurrence, from time to time during the correction period described in pa.m- graph 12.2. The Architect will advise and consuk with the Owner. The Architect will have authority to act on behalf of the Owner only to the extent prO. vided in the Contract ER)cJment-s. unless other'~'ise modified bY written instrument in accordance with other provisions of the Contract. 4.2.2 The Architect will ;'isit the site at interv',~ appropriate to the stage of construction to become generally familiar with the progress and qualRy of the completed Work and to determine in generaJ if the Work is being performed in a manner indicat- ing that the Work. when comp[eted, will be in accordance wuh the Contract Documents. However. the Architect will not be [o check quality or quantity of the Work. On the basis ot site obsem'ations ;ts an architect, the Architect 'will keep the Owner informed of pro~,re~ or' the Work. and will endt.-.lvor to guard the Owner against defects and deficiencies in thc · ~ or crn~love~, or o~ o~Cr persons performing portions of ~e WO~. 4.2.4 communl~flo~ Facill~ng ~n~ ~m~ r~cd, th~ owner ~d Con.clot sh~ ~d~vor ~d ~ ~c ~kcct's co~Uit~ sh~ bc ~rou~ ~c ni~do~ by ~d with SubCOnCmcto~ ~d ~tcdd throu~ the Comm~Or, Comm~imdom by ~d sh~ be ~tOU~ the OwnS. 4.2.5 B~ed on the ~chitect's obse~a[l°~ ~d ev~U~UO~ , App[i~fio~ for p=ym~t. ~e ~chite~ ~ the Contractor s ~vicw ~d cc~i~ ~c ~ounm duc ~e Contm~or ~d w~ 4,2.6 The Architect w~ have ~u~Ofi~ to reicct Work which M~itcct co~idcrs R nec~ or ~dv~blc for ~P h~ve =u~Odty to ~qu[re =d~dO~ ~spe~on or t~ting o[ thc Work ~ ~ccor~ce w[~ Subp~phs 15.5.2 ~d 15.5.5, whe~Cr or not su~ Work b ~bd~ted, ~s~led or compfered. m~dc in good f~h ~lther_ .-.. or respOnsthl~W of the Mchi ins potions of the Work. ~.2.7 Thc ArChitect will review' ~d ~ppraVe or [~e other but only for thc ..... nfo~Ce wi~ [nfo~non Shop Drawing. product ~ata ~d S~D ~ud~cnt ~o pe~i~ ~dequ=[e review· Review o~ such sub~irt~ of which rem~n the ro~fisib lily uf thc Comrac[~r as required by the Cofi[~ct p~phs 5.~, ~ 5 and 5.12. Thc Architects review sh~ 4.2.8 Thc ~rc~i[cc[ w~lt pr~p=re Ch~n~c Or~cm and responsibilities at thc site. The dudes, out thc Architect's of such prOjeCt re~onsibllides and limitations of authOritY rc~reSenradveS st'mil he ~s set forth tn an exhibit to b~ locorpO rated in the Contra~t DocumentS. 4.2..11 The Architect will interpret and decide matters concern- ing performance under and requirements of the Contract tor. The .-'~chitect's reSponSe to such requests will he made · · time limitS agreed with reasonable promprness and w:thin any time within upon. If no agreement is made concerning the which interpretations required of the Architect shall be fur- . · paragraph 4.2, then delay shall nished in compliance with this not he · -- -ntb 15 days a~rer written request is nish such interpretauo~ '~ ' made for them. 4.2..i-/ interpretations and decisions of the Architect will he consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or iD. the forrn of · · uch interpretations and deciSionS, the drawingS. When makmng s _,-- r. ithfx~l oerformance h.v both owner and Contractor, will not show I:mrtitBity to either and will not be liable for reSults of interpretationS or decisionS rendered in good faith, 4"~'13 if consistent with the intent expressed in the effect will be final Contract Documents. 4.3 CLAIMS AND DISPUTES 4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter or' tight, ad[uStment or interpre- tation of Contract terms, payment uf mone.v, extension of time or other relief with reSpect to the terms of the Contract. '['he lng to the Contract. Claims mu$t be made bx,' written notice. The responsibility to substantiate Claims shall rest with the part':, making the Claim. 4.3.2 Decision of Architect- c~ms inc uding those alleging ..... Architect shal be referred ~nittall: an -,.eCl for action as po, ........ 4.-*.-L shall sion b':' thc Architect, a~ provided in Subparagraph he required as a condition precedent m athitn~tion or ilrigatk)n ufa Claan hctv.'een thc Contractor and Owner as' to all such matters arising poor to the date fin'.d payment is due, regardie~ .... · ~ --late to execution and progreSS of of ( 1 ) whether such ma~.~ .- Work ha.s been ct)m- the Work or (2) thc extent to which the pleted. Thc decision by the .~chitcct in response tn a Clai~n within agreed time limits. ~ the Architect has failed to take · icti~ a required under SuhPamgraph '~"~"~ within 50 days after 4.3.3 Time Limits on Claims. Claims I~x' either P ~rtv must be 4.3.4 Continuing Gon~l'B~-~ performance, pending ~ ~ lu~on of = C~ ~u~g =bi.don, ~ o~e~ ~d ~ wn~ ~e Contm~or s~ p~c~ ~Y ~ ~or- m~ce of ~e Con.ct ~d ~e Own~ sh~ con~ue to ~e 4.3.5 WaNer ~ C~ims: ~1 Payment. ~c ~ of ~ cxc~; ~osc ~; ~g out of ~e Contra md .2 f~ure of ~e Wo~ m comply wi~ ~e req~m~m .3 te~ of s~c~ ~tim requ~ed by ~e ~nm~ 4.3.6 Claims ~r ~n~al~ or Unknown ~ndl~o~. · con- di6o~ =e encountere~ at ~e site wN~ =e (1) suture= or o~se conc~e~ ph%i~ conditi6~ wNch ~ff~ mate~- ~y from ~o~ ~dicate~ ~ ~e Con.ct D~m= or (2) fer mate~y from ~ose ord~y fo~d to ~ md ~n~y r~o~e~ = ~er~t ~ com~c~on ac~ of ~e ~mer provided for ~ t~e Con~mct Docmen=, thru no6ce by t~e ob~g P~ sh~ be Wen to ~e o~er ~ prompdy before con~tio~ =e ~mrbe~ ~d ~ no ~t ~ter t~ w~ promp~v ~v~t~=e suc~ con~tio~ m~, f ~ev ~iffer cost of, or t~e require~ for, perfo~Ce of my pm of ~e WorR, w~ reco~en~ ~ equitable adj~men= ~ ~e Contract Sum or Contmm T~e, or ~. If ~e ~ch~tect ~e=e~ ~t ~e ~ndi6ons at ~e site =e not mate~ly ~ifferent from ~ose ~cate~ ~ t~e Contain Do~enm m~ t~t no chmge ~ ~e - te~ of t~e Contract ~ jmtified, ~e ~chitect sh~ ~ noti~ ~e Owner m~ Con~ctor ~ w~t~g, sm6ng ~e r~o~. ~ by eider p~ ~ opposition to such ~ete~aflon m~t ~ made wit~ 21 ~ys ~er ~e ~chitem ~ Wen notice of ~e de.ion. If ~e Owner md Commctor ~not · e adj~men= ~ be refe=e~ to t~e ~itec~ for ~i~ de~er- m~ation. ~bje~ to ~n~er proceedin~ purser to 4.4. 4.3.7 C~lms for Ad~lUonal Cost. If ~e Contractor w=~m ~o m~e Cl~ for m mcr~ ~ ~e Commc= Sum, w~tt~ notice = provided here~ s~ be Wen ~efore procee~ng to excite · e WorR. P~or notice ~ not require~ for Cl~s re~g to m m~ en~ge~ng ~fe o~ prope~ ~ing under Pm- ~ph I0.3. I~ ~e Commctor believm addidon~ cost ~ involve~ for ~o~ inclu~ng but not l~ite~ to (1) a ~t~remtion f~m ~e Mc~itect, (2) m order ~y the Owner to stop the Work where the Contractor w= not a= fault, (3) a w~t- ten or,er for a minor c~mge in the Work i~ue~ by ~e .~c~i- tect, (4) f~ure of pavmem by the Owner, {5) te~adon of the Contract by ~e Owner. {6) Owner's s~pens~on or {7) other r~nable ~un~, CI~ s~l be filed in accor~ce with procedure mtabl~he~ ~erein. 4.3.8 Claims for Ad~ional Time 4.3.~.1 If the Contractor wishes to m~e Claim ~Br m incr~e in the Commct T~e. wntten notice ~ provided ~erein sh~ be Wen. The Contractor's Claim sB~ include ~ ~dma=e ol cost an~ of probable effect ~f delay on progress of t~e WorR. In cae of a continuing delay only one Claim is necessa~'. 4.3.8.2 If adverse wc-ather conditions are the Bmsis for a Cl~m for addition~ time. sucB Claim shall ~c documemcd by sub~tig,.~Ln$ th~£ we~e~ cond~fion~ we~ ~bno~ fo~ s~ed~ed ~c~on. to ~e Con~c[ suff~ ~[~ or ~e to p~n or pro~ b~e of ~ 3~ or o~ion of ~e o~er ~, of o~r ~'s ~ploy~ or 3~m, or of o~e~ ~or whose ~cm su~ p~ ~ l~y ~le, wdtt~ no,ce of such ~u~ or ~agc, whe~ or not ~ured, s~ ~ ~vm to ~e o~ p~ wi~ a r~le ~e not ~c~d~g 21 ~% ~er ob~Ce. ~e notice s~ p~de s~flcient de~ to ~le ~e o~er ~ to ~vmti~te ~e matter. · a C~ for ad~- fio~ ~st or t~e r~ted to ~B ~ ~ tO be ~e~e~, i[ sh~ be f~ed ~ provi~e~ ~ Sub~P~ 4.3.7 or 4.3.8. 4.4 RESOL~ON OF ~IMS AND DISP~S ~e Claim by ~e o~er ~ or (5) su~t a computone. ~chitect may ~o, but B not ob~ted to, noti~ the sureU, 4,~.2 Ifa C~ h~ ~n r~lved, ~e ~chitect wi~ prepare or ob~ approp~ate d~menmtion- 4.4.~ If a C~ h~ not been rmoNed, ~e p~' m~g rmpOme, ~e one or mo~ of ~e fo~ow~g actiom: (1) ad~tion~ suppoumg ~m ~qumt~ by ~e ~te~, (2) mo~ the ~ ~ or (3) no~ ~e ~chimm C~ stm~. 4A.~ If a C~ h~ not been ~olv~ ~er co~idem~on of forgoing md of ~ ~d~ce prmente~ by ~e p~m or requmted by ~e ~tect, ~e ~chitect w~ nod~ ~e p~m in wflt~g ~t t~e .~chitect's d~ion w~ be made wi~ sev~ ~ys, which de.ion s~ be r~ md b~g on p~i~ but subject to ~bitm~on. U~n e~imtion of such t~e peflod, ~e .~chitect wi~ r~der to ~e p~im the ~itec~'s w~tten dec.ion re~ve to ~e ClX, ~clu~g mY ~mge ~e Contract Sum or Con.ct T~e or both. If and mere ap~m to ~ a po~ib~ity of a Continent's de.ult. the ~chitect may, but ~ not obli~ted to, nod~ 4.5.1 Cont~emi~ and Claims Subj~ to A~i~on. ~Y or ~hc brach thence. 5h~ bc 5c;dcd bv'3rbi[~don in 3ccor- d~c= wRh thc Cons[~cdon [nd~[~' ~bi[~[ion ~c~ Mbi[~don ,~od3don, ~d ~ud~cn; ~pon ~hc 3w=d rcndc;~d by [hc =bi[rotor or =bi[~;o~ m3y in ~v cou~ h3vin; ~u~dicdon [hcr~f, =~ccp[ comrovcrsics or CI~s rcl=Un; ~o =cs;h=dc effect ~d =xc=p[ ~hos= w=v=d providcd ~or in 5ubp3~;~ph ~.5.5. Such con[rov=~i~ Ci~i~ upon which Ibc .~chitcct h~ ~ivcn notice ~d rcnd~r=d ~ d=cision ~ provided in 5ubp3~;~ph ~.~.~ ~h~l ~rbit~don upon wrmen domed of ¢i~her pa~y..~bitmtion hm' been rc~erred m thc Architect ~ pn)vided s and Timely Aa~lon of Claim~. ' m~ a no~ of d~u ~' ~ _ ...... ~i~- ~'~d ~ C~ m~ ~o~ to mat ~ ncr ~d Con--tot not t~o~v~ ~ ~he 'd~ ~-----~ ~ 2 ~ ~ ~ ~dude by =bi~Uon ~ 3cco~ce ~ ~c Co~[m~on ~d~ 3 ~ ~ou~ ovc~i~, ~dv~ce ~i~m~on R~ of ~c ~ ~i~on ~don ~r- o~ wh~ ~ ~ h~ ~m~d o~ been ~cq~d ~b~qucnd~, rendy in effect, unless the p.a~ies mutually agree otherwise. Notice of demand for ~bit.~don shill be filed in wiling with the other piuW to the Agreement between the Owner =nd Con- ~-3ctor md with the AmeriCan Athitmdon Association, md a : copy shall be filed with the Archkec~. 4.5.3 Contract performance During Arbitration. Dur~g arbi- tnmon proceedings, the Owner ;md Conwactor shall comply with Subp~-~Ph 4.5.4. 4.5.4 When Athltratlon M~y B~ Demanded. Den~nd for =fbi- tt~ion of ;mY Claim may not be wade until the e~iier of (1) the chic on which the A£chkect has rendered a t'mai written deci- sion on the Cl~m, I2% the tenth cb.y~f~er the pm'ties have pre- Seined evidence to ~ Archlrec'~ or have been given reasonable opportUmW to do so, it' the Architect has not rendered a final wfi~en decision by that d~re. or (5) ;mY of the five events described in Subpa~gtaph 4.5.2. 4.5.4.1 When a written decision of the Archirecr states that the decision is final but subiect to ~bitration ;md (2) ~, demand for arbitration of a Chim covered by such decision must be made w/thin 50 days ~er the date on which the pariy m:~'Jng the dcm;md receives the t'mai wfitren decision, then f,~ure to demur m-b/tration within said 30 c~.vs' period shall result in the A£chitect's decision becoming fin~ ;md binding upon ,,he Owner ;~nd Contractor. If the A£chhecr renders a decision arbitration proceedings have been iniil~red, such decision rn~y be entered as evidence, but shall not supersede :~bitrafion pro- ceedings udiess the dec/sion is acceptable to :~1 p~'~ies concerned. 4.5.4,2 A demand for arbitration shall be wmde within the time limits speCflied in Subpm'a~phs 4.5.1 :md 4.5.4 ;md Chuse 4.5.4.1 as =pplicabie, and in other cases within a re-~onable dine :~er the chim has m'isen, ;md in no event shall it be made :alter the date when instiratinn of ie~ or equitable proceedings ased on such Claim would be barred by the applicable statute b ...... ined nurstnnt t~ pm'~'=ph thc ~biWator or ~zbiu~tors may permit amendment. 4.5.7 Judgme~ on ~1 AwaY- ~e 3~d r~dered by ~c ~bi~tor or =bi~o~ sh~ be ~, ~d ~ud~ m~y ~ ~t~ed upO~ i~ in ~cco~C~ ~ ~pp~blc ~w ~ ~Y cou~ hav~8 ju~ctio~ ~ereof. 4.5.5 Limitation on Consolidation or Joinder. No :=bitration include, by consolidation or joinder or in ~Y other re;tuner, merit ;md signed by the .~'chitect, Owner, Contractor and any other person or entity sought to bc joined. ,No arbitmtinn shail inciude, b,v consolidation or joinder or in ;mY other mm~.ncr, tot ~ described in ~iclc 6 ;md other persons substant aiiy is required if complete relief is to be accorded in arbitration, No contractor ~ described in ^rticie 6 shail be included :ts ;~ ont- ARTICLE 5. SUBCONTRACTORS 5.1 DEFINITIONS Subcontractor is a person or entity, who has a direct 5.1.1 A ..... ,-~-tractor to ~erform a portion of the Work thc Contract Documents ns if singul= in number ;md me'ms · ' of the Subcon- 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR pORTIONS OF THE WORK 5.2.1 unless otherwise stated in thc Contract Documents or dcabte after award of thc Contract, shall f~mish in wdting ties (including those who a~e to furnish materials or <quipment ed to a sneciai design) proposed for each principal pot- fabric:It ~ · ' v r Iv to the Con- tion o f the Work. The Archttect will prompfl. able obiectinn. 5.2.2 The Contractor shall not contract with a proposed per- sunable ;md timely obiection' The Contractor shall not be 5.2.3 if the Owner'or .Archirect has re-~onable ohiection to a A2.01-1987 13 5.3 SUBCONTRACTUAL RELATIONS 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall requl=e each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be. bound to the Contractor by terms of the Contract Docu- ments, and to assume toward thc Contractor all the obligations and responsibilities which the Contractor, by these Docu- ments, assumes towaxd the Owner and Architect. Each subcon- tract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor $o that subcontracting thereof will not prejudice such fights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and r~res$ against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar.agreements with Sub-sub- contractors. The Contractor shall make available to each pro- posed Subcontractor, prior to the e.xec~ttion of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identif7 to the Subcontractor terms and condi- tions of the proposed subcontract agreement which may be at variance with the Contract Documents. Subcontractors shall similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcoruractora. 6.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4.1 Each subcontract agreement for a portion of thc Work is assigned by the Contractor to the Owner provided that: .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Para- graph 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcon- tractor in writing; and .2 assignment is subject to the prior rights of the surety, if an3', obligated under bond relating to the C(~ntract. $.4.2 If the Work has been suspended for more than 30 days. the Subcontractor's compensation shall be equitably adjusted. ARTICLE 6 CONSTRUCTION BY OWNER OR 'BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS 6.1.1 The Owner rescues the dght to perform construction or operations related to the Project with the Owner's own forces. and to award separate contracts in connection with other por- tions of the Project or other cunstruction or operations on the site under Ct)ndJtions of the Contract identical or substantially similar to these including thnse portk)ns related to insurance and waiver o¢ suhro.~atinn. If thc Contractor claims that delay or additional ,ct}st is involved because of such action by the Owner. the Contractor shall make fitlch Clairu :er provided else- where in the t:t)ntr*.lct D(}cumcnts. 6.1.3 THe Owner shall provide for coordination of the activi- ties of the Owner's own forces and of each separate contractor. with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate con- tractors and the Owner in reviewing their construction sched. utes when directed to do so. The Contractor shall make any revisions to the construction schedule and Contract Sum deemed necessary, after a joint review and mutual agreement. The construction schedules shall then constiL'ute the schedules to be used by the Contractor, separate contractors and the Owner until subsequendy revised. 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the Contractor under the Condi- tions of the Contract, including, without excluding others, those stated in Ardcie 3, this Article 6 and Articles 10, 11 and 12. 6.2 MUTUAL RESPONSIBILITY 6.2.1 Thc Contractor shall afford thc Owner =nd scl:~'3te con- tractors res.sonable opportunity for introduction and storage of their maredal~ and equipment and performance of their activi- ties and shall connect and coordinate the Contractor's con- struction and operations with theirs ss required by the Contract Documents. 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or sepa- rate contractors' completed or partialIy completed construction is fit and proper to receive the Contractor'5 Work, except as to defects not then reasonably discoverable. 6.2.3 Costs caused by delays or by improperly timed activities or defective construction sh,Ml be borne by the party responsi- ble therefor. 6.2.4 The Contractor shall promptly remedy 'damage wrong- fully caused by the Contractor to completed or partially com- pleted construction or to property of the Owner or separate contractors as provided in Subparagraph )0.2.5. 6.2.5 Claims and other disput~ and matters in question between the Contractor and a separate contractor shall be sub-. ject to the provisions of Paragraph 4.3 provided the separate contracrur ha$ reciprocal obligations. 6.2.6 The Owner and each separate contractor shall have the same responsibilities for cutting anti patching as arc described for thc Contmcrur in Paragraph 3.1~. 6.3 OWNER'S RIGHT TO CLEAN UP _ARTICLE 7 CHANGES IN THE WORK 7.1 CHANGES 7.1.1 Changes in the Work may be accomplished after execu- tion of the COntract, and without invalidating the Contract, by Change Order, Construction Change Directive or o.rder for a minor change in the Work, subject to the l~mitadons stated in this Article T and eL~where in the Contract DocumentS. 7.1.2 A Change Order shaft be based upon agreement among the Owner, Contra. ctor and ~'dlirect; a Construction Change Dh'eetive requires agreement by the Owner :md Architect and mirror change in the Work may be issued by the .~chitect ',done. 7.1.3 Change~ in the Work shall be performed under appli- cable pruvisions of the Contract DocumentS. and the Contmc- rot shall proceed promptly, unless otherwise provided in the Change Order. Construction Change D rective or o?der for a minor change in the Work. 7.1.4 If unit prices m'e stated in the Contract Documents or subsequently agreed upon, and if quantities odF~inallY con- templated are so changed in a proposed Change Order or Con- struction Change Directive that application of such unit prices to quantities uf Work proposed will cause substanti:fl inequity to the Owner ur Cuntracu}r, the applicable unit prices sh',q be equ tably adjusted. 7.2 CHANGE ORDERS 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and Architect. stating their a~reement upon all of the folio'wing: .1 a change in the Work; .2 the an'toun[ of the adiustment in the Contract Sum, if any: and . .3 the extent uf the adjustment in the Contract Time. if any. 7.2.2 Mcthod.s used in detcrmining adjustments to the Contract Sum may include those listed in Subparagraph 7.5.5. 7.3 CONSTRUCTION CHANGE DIRECT1VE~ 7.3.1 A Construction Change Directive is a written order pre- pared by the Architect and signed by'the Owner and Architect, directing a change in the Work and stating a prop,.)~d basis for adjustment, if any in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating thc C~ntract, order changes in the Work within the general scope of the Contract consLsting cfi addi- tract Time be n~ adiu.sted acc rdingiv. 7.3.2 A C'onstru¢.'tion Change Directive shall I~e tLsed in thc .3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percem- age fee; or .4 as provided in Subparagraph 7.3.6. 7.3.4 Upon receipt o~' a Construction Cf'range DireCtive, the Contractor shall promptly proceed with the change in the Work involved and advise the .~chitect of the Contractor's agreement or disagreement with thc method, if any, provided in the Construction Change Direc'dve for determining the pro- posed adiusrment in the Contract Sum or Contract Time. 7.3.5 A Construction Change Directive signed by the Contrac- tor indicates the agreement of the Contractor therewith, includ- ing adiustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effec- tive immediately and shall be recorded as a Change Order. 7.3.6 If the Contractor do~s not respond promptly or disagrees with the method for adiustment in the Contract Sum, the method and the adjustment shall be determined by the .gchi- rect on the basis of reasonable expenditures and savings of those performirtg the Work attributable to the change, includ- ing, in case of an incre'ase in the Contract Sum, a re'~onable allowance for overhead and profit. In such case, and also under Clause 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the pu~oses of this Subparagraph 7.3.6 shall be limited to thc following: .1 costs of labor, including social security, old age :md unemployment insurance, fringe benefits required by .2 custs of materials, supplies and equipment, includ- ing cost of transportation, whether incorporated or .3 rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Cuntractor or .4 custs of premiums for all Bonds and insurance, permit fees, and sales, use or similar taxes related ru the Work: and .5 additional cnsts ofsuperx'k~ion and field office person- nt:l directly attributable u) thc change. 7.3.7 Pending final determination ot' cost to the Owner. amoums not in dispute rnay be included in Applications for tot~ to the Owner li)r a deletion or change which results in a net firmed bv the Architect. When buth additions and credits change, the alh)wance R)r ovcrbt.-ad and profit shall be figured DOCUMENTA201 · . . . A201-1987 lb 7.4 MINOR CHANGES IN THE WORK 7.4.1 Thc Architect ~ have anthodqz to order minor chansns in the Work not involving adiustment in the Contt-act Sum or extension of the Contract Time md not inconsistent with the i~tent of the Contract Document. Such chin~s sh~l be effected by wdtten order and shall be binding on the Owner and Contractor. The Contractor shall carry out such written orders prompdy. A~C~8 TIME 8.1 DEFINITIONS 8.1.1 Unless otherwise pro$ided, Contract Time is the period of time. including authorized adjustments, allotted in the Con- tract Documents for Substantial Completion of the Work. 8.1.2 The date of commencement of the Work is the date established in the Agreement. The date shall not be postponed by the failure to act of the Contractor or of persons or for whom the Contractor is responsible. 8.1.3 The date of Substantial Completion is the date centfied by the Architect in accordance with Paragraph 9.8. 8 1 4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically der'med. 8,2 PROGRESS AND COMPLETION 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Con- tractor confh'ms that the Contract Time is a reasonable period for performing the Work. 8.2.2 The Contractor shall not knowingly, except by agae~- ment or instruction of the Owner in wdring, prematurely com- mence operations on the site or elsewhere pdor to the effecti%-e date of insurance required by Article 11 to be furnished by the Contractor. The date of commencement of the Work shall not be changed by the effective date of such insurance. Unl,a~ the date of commencement is established by a notice to proceed given by the Owner, the Contractor shall notify the Owner in writing not I~s than five days or other agreed period before commencing the Work to permit the timely filing of mortgages, mechanic's liens and other security, interests. 8.2.3 The Contractor shall proceed expeditiously with ade- quare forces .and shall achieve Su~tantial Completion within the Contract Time. 8.3 DELAYS AND EXTENSIONS OF TIME 8.3.1 f he Contractor is detaved at any time in progress of the Work by an act or neglect of the Owner or Architect, or of an empinye~ of either, or of a separate contractor employed by the Owner. or by chang~ ordered in the Work. or by labor disputes, lire. unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control, ur by delay authorized by the Owner pending arbkmdon, or by other causes which the .M'chJtect determines may justif7 delay, then the Contract T me shal be extended by Change Order for such re-a.~mable time as the Architect may determine. 8.3.2 Claims relating to time shall be made in accordance with applicable provisions iff Paragraph -~.3. 8.3.3 This Paragraph 8.3 does not preclude arcs t~)r delay by either party under other pn~i.4tk~t:~ of the A~C~9 PAYMENT8 AND COMPLETION 9.1 CONTRACT SLIM 9.1.1 The Contract Sum is stated in the Agreement and, includ- ing authorized adiustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. 9.2 8CHEDUL.E OF VALUES 9.2.1 Before the f'LrSt Application for Payment, the Contractor shall submit to the Architect a schedule of values allocated to various portions of the Work, prepared in such form and sup- ported by such data to substantiate its accuracy, a.s the Architect may require. This scbedule, unless obiected to by the Architect, shall be used as a basis for reviewing the Contractor's Applica- tions for Payment· 8.3 APPLICATIONS FOR PAYMENT 8.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment for operations completed in accordance with the schedule of values. Such application shall be notarized, if required, arid supported by such data substantiating the Contractor's dght to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for elsewhere in the Contract Documents. 9.3.1.1 Such applications may include requests for payment on account of changes in the Work which have been properly authorized by ~onstmction Change Directives but not yet, included in Change Orders. 9.3.1.2 Such applications may not include requests for pay- ment of amounts the Contractor doe~ not intend to pay to a Subcontractor or material supplier because of a dispute or other reason. 8.3.2 Unless otherwise provided in dae Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incor- poration in the Work. If approved in advance by the Owner. payment may similarly be made for materials and equipment suitab{y stored off the site at a location agreed upon in wrking. Payment for materials and equipment stored on or off the site shall be conditioned upOn compliance by the Contractor with procedures satisfacto~' to the Owner to esrabiish the Owner's title to such mated.aLs and equipment or otherwise protect the Owner's interest, and shall include applicable insurance. storage and transportation to the site for such materials and equipment stored off the site. ~.2.3 The Contractor warrants that title to all Work covered by an Application for Payment will p:L~ to the Owner no later than the time of payment. The Contractor fi~rther warrants that upon submitr~l of an Application for Payment '.ill Work for which Certificate~ for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be t'rec and clear of liens, claims, security interests or encumbrances in favor of the Conwactor. Subcontractors. material suppliers, or pr?vialed labor, materials and equipmem relating tn the \Vork. · 8.4 CERTIFICATES FOR PAYMENT r Z · a eat, with a copy to the ContmC- wrier a Cer~ficate for P ~ ,..hitect ciercr~nes is properly ~ ~-or, for such =mo~t as me ~d OwnC~ in wdt. in$ of the due, or notify the Contractor ' 'thho cling ce~'jficmfi°n in whole or tn .A~chitect's repons for w~ 9.5.1. par[ ~ provided in Subp~ph ora CerdJlote for p~.vme~t will com~.kute a 9.~.2 The ias..~nce [h~ Owner. based on the repreSe_nt~don by the Architect to ~t the site ~nd the dam compfi-sin~ the Architect's obsexW'~tionS h~s pro,-eased ro the ~r the Work Applicmfion for payment, best of thc Architect's k_nowi- point indioted mn~. that, to the edge, inforn~dOn ~nd belief, quality of the Work is in accor- dance with thc Contract Doc'~men~. Thc forcgoin$ reprcsenta- finns m:e subiect ro ma evaluation of the Work for conforn'mnce with thc Cont.,'act Doc-'~ents upon Substantial Completion, ro obse u,,t tes ,,d in,pec"o . ~ to spccitic qu~flitications expreascd by the Architect. The issumace of a the Contractor is entitled to payment in the representation that ....... f 3. Ccnific:te far Pay- lmount cenilied. However, me )ssu~,n,-~ '-, (1) mcat will not be a representation that the A£chitccr made cxi'mustive or continuoUS on-site ir~spections to check thc q~lit.v or qu,'~nrity of the Work, (2) reviewed constn~ctlon mm.ns, methads, tcct'miqueS, sequences or procedureS, (5) and matcfi~l supplie~ :,nd other dam requeSted by the Owner to subsrand:~re thc Contractor's dghr to payment or (4) made Sum. 9.9 DECISIONS TO WR'HHOLD CEF/TIFiCATION 9.6.1 Thc A~chitccr may dcddc not to cerdfy payment and may withhold a Cenificmt¢ for ?a.vmcnt tn whole or if Ln thc thc extent rc-asormbly necessm'Y to protect thc Owner, Archlrecfs opinion thc representations to thc Owner =equkcd by SubpamF~'3.Ph o ~ ') ctnnor be made. [f the A~chltcc[ is uah,e ,om the =oun, e*pp', "on the Subp~Lmgr=ph 9.-iJ.. Il the Contractor anti .~chitect cannot Gertific3.te for payment for thc amount for which thc Azchitcct re:tv nuUify'the whole or 3. p~t of a Ccnificme for F=.vment pre;,'ioUSlY issue, to such extent ~s may be nccessaT, in thc .1 defective Work not tcmctlied; .2 thittl p:~'t',' c~rns f~tcd or re~sonabte evidence indicm- ins proD=hie firing of such clams; .3 [~ute of the Contr~aor to m:~e paymentS prop- piered for the unpaid bd=ncc of thc Contract Sum; liquidated, d.~maF~eS for thc andcip:~icd del:a)'; ur · ~=S°ns for wifi~holdin$ ceC'Jficadon a~ 9.5.2 When the ~ovc r~OVCd, ce~°n w~ be ~dc for ~o~m p~O~ty 9.6 FROG--S PAYM~ ~c provided ~ ~c Con~ ~cn~, ~d s~ ~ 9.6.2 ~c Con~mOr s~ p~mpdv pay ~ch apda ~cccipt of p2~cn[ f~m ~c ~wner, out o~ thc ~ount p~ to ~c Commcro~ on account of su~ 5ubcont~o~'s PO~' tion of ~c Wock. ~c ~o~t to ~hich ~d S~bcont~ctor m ~dded. reflects pe~enmg~ achy re~ed [~m payme~ ro ~e Con~CtOr on ~cco~t of su~ SubcontmCtOr'S poroon of ~e Work. ~e Contractor s~. by aDP~P~[e 9.6.3 The ~i~cct w~, on fequm[, ~h to a SubCOn[mc' r~d~g perc~mg~ of corn- tot, ~ pinch.hie, ~fo~don Contractor ~d =chon pledon or ~oun~ appEed for by ~c on account of ~en ~er~n by ~e ~i[ect ~d Owner tio~ of ~e Work done by su~ SubcOntractor. 9.6.4 Nei~er ~e Owner nor ~[ect sh~ have ~ ob~don exert ~ may othe~Be be rcq~ by ~w, 9.6.5 p~vment to matcfi~ supp[icm sh~ be [r~ted ~ ~ m~ s~ ~8 tha~ provided in Sub~phs 9.6,2.9.6.5 ~nd 9.6 9.6.6 A Cc~ificate for payment. ~ p~ress paymem, or p~ or en~e ~e or occup~Y o[ ~e Proiect by ~e Owner s~l 9,7 FAILURE OF pAYMENT 9.7.1 If the ~chi[e~ do~ no~ ~e = Ce~ifi~te for throu~ no fault of ~e Con~or, wi~ s~en ~}~ receip~ of the Con[~ctor's APP~mfi°n for pa~ent, or ff Owner do~ not ~Y the Contractor wi~ sev~ ~ ~ter ~[c ~blbhed in ~e ContaCt ~menm th~ ~e Con- rifled by thc ~c~tcct or aw~ded by =bitmtion, ~ount owin~ h~ been received. ~e ContmC~ T~e extended ~ppropfi=tely ~d ~e Cont~c~ S~ sh~ be shut~OWn, del~y ~d st~-up, which sh~ be ~ccomplbh~ provided in ~ic[e 7. SuBSTAN~AL COMP~ON g.8.1 Subst~ti~ Completion ~ the s~e in the proBr~s of the Work or d~i~tcd portion thereof ~ suffi- cicmh' complete so th~ Owner c~ ~cupy or utfllzc the Work for im intended 9.~.2 When the Contractor considers that thc Work. or . ich he Owner a~ees o accept ~pa~teiy. is uon thc~c~f wh .....)he Contractor sh~l prepare ~d submit Thc Commctor sh~l proceed prompdy ~o com- moms. Upon receipt of thc Cum~ctor's iisi. thc Architect will Work r hated portion thereof is substantially complete. If ~e · tot shall, before issuance of the Certificate of Substantial Com- pletion, complete or correct such item upon notification by the Architect. The Contractor shall then submit a requeSt ~r another inspection by the Architect to determine Substantial Completion. When the Work or designated portion thereof ~ substantially complete, the Architect will prepare a Certificate of Substantial Completion which shall eStablish the date of Sub- stantial Completion, shall establish responsibilities of the damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Con- Completion of the Work or designated portion thereof unless otherwise provided in the Ceraficat¢ of Substantial Comple- tion. The Certificate of Substantial Completion shall be sub- tance Of responsibilities a.ssigned to them in such Certificare. 9.8.:1 Upon Substantial Completion of the Work or designated portion thereof and upon application by the Contractor and certification by the Architect, the Owner shall make payment, reflecting adjustment in retainage, if any, for such Work or por- tion thereof as provided in the Contract Documents. 9.9 PARTIAL OCCUPANCY OR USE 9.9.1 The Owner may occupy or use any completed or par- tiaily completed portion of the Work at any stage when such portion is designamd by separate agreement with the Contrac- tor, provided such occupancy or use is consented to by the - insurer as required under Subparagraph 11.3.11 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy, or use may commence whether or not the portion is substantially complem, provided the Owner and Contractor have accepted in writing the responsibilities assigneti to each of them for payments, retainage if any, secu- rity, maintenance, heat, utilities, damage to the Work and insur- ance, and have agreed in writing concerning the period for cor- recnon of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a'portion substantially complete, the Contractor shall prepare and submit a [l<t [o the Archirect as provided under Subparagraph 9.8.2. Consent of the Contractor to partial orca- ps.ney or use aha.il not be unreasonably withheld. The stage of the progress of the Work shall-be determined by written agree- ment between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. 9.g,2 immediately prior to such partial occupano! or use. the Owner, Contractor and .-Wchitect shall iointly inspect the area to he occupied or portion of the Work to be used in order to determine and record the condition of the Work. 9.9.3 Unless otherwisu agreed upon, partial Occupancy or use of a portion or portions t)f the Work shall not constitute accep- tance of Work not complying with the requirements of the 9,10 FINAL COMPLETION AND FINAL PAYMENT 9.10,1 Upon receipt of written nonce that the Work is ready Application fi~r Payment. the Architect will pn~mptly make ~uch inspection and, when the Architect finds the Work accept- able under the Conttact Documents and the Contra. ct fully per- formed, the Architect will prompdy issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Docu- ments and that the entire balance found to be due the Corotar- tot and noted in said t'mai Certificate is due and payable. The Architect's final Cer~ificare for Payment will constimrea further representation that conditions listed in Subparagraph 9,10.2 as precedent to the Contractor's being endrled to final payment have been fulfilled, 9.10.2 Neither final payment nor any remaining retained percentage shall become duc until the Contractor submits to the Architect (1) an affidavit that payroll<, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encambered (le~ amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidenc- ing that insurance required by the Contract Documents to remain in force after final payment is currendy in effect and will not be cancelled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial re. on that the insurance will not be renewable to cover the pedod required by the Contract Documents, (4) consent of surer3', if any, to final payment and (5), if required by the Owner, other data establishing paymedt or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. Ifa Subcon- tractor refusus to furnish a release or waiver required by the Owner, the Contractor may furnish a bonO. satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied :flier payments am made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including ail costs and reasonable attotn .eys' fees. 9.10.3 If, after Substantial Completion of the Work, final com- pletion thereof is materially delayed through no fault of the Contractor or by issuance of Change Order~ affecting final, completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work flilly completed and accepted. If the remaining balance for Work not fully com- pleted or corrected is less than retathage stipulated in the Con- tract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that pot- don of the Work fully completed and accepted shall be submit- ted by the Contractor to the Architect prior [o certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. The making of final payment shall constitute a waiver of claims by thc Owner as provided in Sub- paragraph 4,3.'3. 9.10.4 Acceptance of final payment by the Ct}mr'actor. a Sub- contractor or material supplier shall constitl.lte ;i W:liVCr tff claims by that payee except those p<viously made in writing and identified by that payee ~ unsettled at thc time .f final Application fi:r Payment. Such waivers shall be in addition to thc waiver dcscrihcd in Subparag~ph ~.3.~, AR__TICLE 10. PROTECTION OF PERSONS AND PROPERTY 10,1 SAP=~ Y pRECAUTIONS AND PROGRAMS 10.1.1 The Contractor shall be responsible for initiating, m~- talr~ing and supervising all safety, precautions and prog~zrns connection with the performance of the Contract. 10.1.2 In the event the Contractor encounters on the site maredal reasonably believed to be asbestos or polycMOdnared biphenyl (PCB) which has not been rendered harm[ess, the Contractor shall immediately stop Work in the area affected and report the condition to the Owner and Architect in wdtIng. The Work in the affected area shall not thereafter be resumed except by wdtten agreement of the Owner and Contractor if in fact the material is asbestos or polvchlorinated biphenvl (PCB} and has not been rendered harmless. The Work in the ~ffected area shall be resumed in the absence of asbestos or polychlori- nated biphenyl (PCB), or when it has been rendered harmless, by written agreement of the Owner and Contractor, or in accordance with final determination by the Architect on which arbitration has not been demanded, or by arbitration under Article 4. 10.1.3 The Contractor shall not be required pursuant to Article 7 to perform without consent any Work relating to asbestos or polychlorinated biphenyl (PCB). 10.1,4 To the fullest e.x-tent permitted by law, the Owner sha/l indemnify mad hold harmless the Contractor, Architect, Archi- tect'$ consultants and agents and employees of any of them from and against claims, damages, losses and expenSes, includ- ing but not limited, to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material is asbestos or polychlodnated biphenyl (PCB) and ha5 not been rendered harmless, provided that such claim, damage, lu~ or ex'pense is attributable to bodily IniurY, sicknesS. or death, or to niurv to or destruction of tangible propert3.' (other than the Work itsett'} including loss of use resulting therefrom, but only to the extent caused in whole or in pact by negligent acrS or omissinns of the Owner, anyone d rectly or ind rectlv employed by the Owner or anyone for whose acrS the Owner may be liable, regardless of whether or not such claim, damage, loss or expenSe is caused in part by a party indemnified hereunder. Such obligation shMl not be conStrued to negate, abridge, or reduce other righrS or obligations of indemnity which would other.~,'ise e..dst a5 ro a party or person described in this Subparal~'aPh 10.1.4. 10.2 SA~-=~'Y OF pERSONS AND PROPERTY 10.2.1 The Contractor shall take reasonable precauduns ilar sa0:ty of, and shall provide rt-.~onahle prutectil)n to prevent dmTlage, injup,.' or loss he affected thereby,'; .2 the Work and naterialfi and equipment to he incorpo- 10.2.2 The Contractor shall g:ve notices and comply with applicable laws, ordinances, roles, regulations and law~ orders o fpu bh'c authorities bearing on safety of persons or pt'ope~, or their protection from damage, injury' or loss. 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reason- able safeguards for safety and protection, Including posting danger signs and other warnings against hazards, promulgating safety regulations and notifTing owners and users of adjacent sites and utilities. 10.2.4 When use or storage of explosives or.other hazardous marerlai, s or equipment or unusual methods a~e necessa~.' for execution of the Work, the Contractor shall exercise utmost care and cart7 on such activities under supervision of properly qualified personnel. 10.2.5 The Contractor shall promptly remedy damag~ and loss (other than damage or loss inSured under property insurance requ red by the Contract DocumenrS) to property referred to in Clauses 10.2.1.2 and 10.2.1.3 caused in whole or in pact by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them. or by an}one for whose acts they may be liable and for which the Comractor is responsible under Clauses 10.2.1.2 and 10.2.l.3, except damage or loss attributable to acrS or omissions of the Owner or A~chitect or anyone directly or ind reedy employed by either of them, or by anyone for whose acts either Of them may be liable, and not attributable to the fault or negligence of the Contractor. ~he foregoing obligations of the Contractor are in addition to the Contractor's obligations under paragraph 3.18. 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose dta7 shall be the prevention of accidents. This person shall be die Contractor's superintendent unless otherwise designated by die Contractor in writing to the Owner and Architect. 10.2.7 The Contractor shall not load or permit any part of the conStruction or sire to be loaded so ss to endanger its safety. 10,3 EMERGENCIES 10.3.1 In an emergency affecting safety of persons or propers.', the Contractor shall act, at the Contractor's discretion, to pre- vent threatened damage, injury, or loss. Additional compensa- tion ur extenSion of time claimed by the Contractor on account of an emergency shall be determined as provided in Parag~ph 4.3 and .~ticle 7. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S I..JASILJTY iNSURANCE 11.1.1 The Contracror shall purchase from and maintain 'in a company or cumpaniea lawfi~liy authorized to do businr~ in the jurisdiction in which the Pru}cct is located such insurance as will protect thc Contractur frt m c'lalms sci i~rth below w~ich may arise out of t)r result from thc Contractor's OpCr:lllt}l'tS un'let the Contract and t't)r which the Conm[ctor may he legally ,2 r_L~ns for dmn~$es because of bodily iniury, o:p~- rion~ si~ or ~, or d~ of~e ~n~or's employs; or ~, or d~ of~y p~on o~er ~ ~c Con- ~ a r~t of~ off~e ~fly or ~d~e~y ~ted to mploymmt of su~ p~n by ~e Contmmor, or (2) by mo~ pe~n; .~ c~ for ~g~, other ~m to ~e Work imcO, bemme of ~ju~ to or dest~on of m~ble proD e~, ~clud~g io~ of ~ ~g ~ere~m; a pe~n or prope~ ~age ~g out of owner- m~le to ~e Contmmor's obli~tiom ~d~ ~ ~ .1 .~ ~e mumce requ~ed by Sub~ph 11.1.1 s~ be written for not 1~ thru limim of ~b~ spewed ~ ~e Con- tm~ ~enm or ~qu~ by law, whichever coverage ~ climatic b~is, sh~ ~ m~ed wi~out ime~pdon f~m ~te of commencemmt o~ the Work anti ~te of ~ payment md t~ation of my coverage req~r~ to be ~n- t~ed ~ter fm~ Pa~ent. 1 ~.~.~ Ce~l~carm of Insumce acceptable to the O~mer sh~l be f~ed wi~ ~e Owner p~or to ~encment of ~e Work. ~e Ce~ifimtm md the ~umee poli~ ~q~d by ~ ~ph 11.1 sh~ con~ a prov~inn that covem~ e~e un~ at l~t 30 ~' prior w~ttm notice h~ ~en Wen to ~e Owner. ~ my of ~e fo~o~g ~umce covemgm ~ ~qu~ed to ~ ~ force ~ r~ paym~t md ~ r~on- ably av~able, m addhion~ ee~Hmte ~idm~g contmmdon of iu~ c~vem~ sh~ be submitted wi~ ~e Hn~ Appli~don for ~ent ~ ~qui~d by Sub~ph 9.10.2. ~fo~don conc~g r~u~rm of coverage sh~ be ~m~hed by the Contmcror wi~ ~nable pmmpm~ ~ aeco~ee wi~ ~e Contm~or'~ ~fo~arion md be~ef. 11.2 OWN~'S ~lU~ INSU~NCE m~ thc Owner's ~ liabili=7 ~cc. Option~7, thc Owner may pu~ ~d m~n~ o~ ~u~cc [or sel[- pro=~ion 3~ c[~s which m37 ~c from o~mtio~ ~der ~c Contract. ~c ~ntmcto~ sh~ no[ bc r~nsiblc for pur~=th~ ~d m~¢~8 ~b optio~ Owner's ibbai(7 i~u~cc unl~ s~ci~7 required b7 thc Con[mct 11.3 PROP~ INSURANCE 11.3.1 Units othc~ise provided, thc Owner sh~i purch=c 3nd ~in, in 3 co~ny or co~i~ 13w~liy 3~[horizcd ro do b~in~s in thc jurb~ctk)n in which ~h¢ Pmj=ct is Ion=cd. property insu~c¢ in =he ~oum o( thc inin~ Con- ~mct ~um ~ wc~l ~ subscqu=m modi~dons thereto ~or thc unta~' dcduc[ib[~. Such pn)pcrty insu~cc shall bc math- =~n=d. un[¢~ uth=~¢ provided in th¢ Con~mct Documents or oth~'is= 3~¢¢d in writin~ b7 ~] ~)ns ~d umili~ who =re bcncfic=rJes o(~uch insu~c¢, und[ Rn~ Paym~[ b=~ bc¢n made ~ provided in P=r~raph 9. ~ 0 ~)r until no per,on ~)r und~y other than the Owner h~ an insurable interest in the propers. required by this Paragraph 11.3 to be covered, whichever is earlier. This insurance shall include interests of the Owner, the Contractor, Subcontractors md Sub.subcontractors in the Work. 11.3.1.1 Property insurance ~ be on 3n al]-~k policy, form and shall insure aguiost the perils of fire and e~ended coverage and physical loss or damage including, without duplication of coverage, theft, van."i~!i'<m, maliclom mischief, collapse, false- work, temporary buildings and debris rcmov~ including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect's services and expenses required as a result of such insured loss. Coverage for other perils shall not be required uhieas otherwise provided in the Contract Documents. 11.3.1,2 If the Owner does not intend to purchase such prop- erry insurance required by the Contract and with all of the coverages in the 3mount described above, the Owner shall so inform the Contractor in writing prior to commencement of the Work. The Contractor may then effect insurance which will protect the interests of the Contractor, Subcontractors and Sub- subcontractors in the Work, md by abpropdare Change Order the cost thereof shall be charged to thc Owner. If the Contrac- tor is damaged by the failure or neglect of thc Owner to pur- chase or maintain insumce as described above, without so noticing the Contractor, then the Owner shall bear all reason- able costs properly attributable thereto. 11.3.1.3 If the property, insurance requires minimum deducti- bles md such deductibles are identified in the Contract Docu- ments, the Contractor shall pay costs not covered because of such deductibles. If the Owner or insurer increases the required minimum deductibles above the amounts so idcntilied or i~ the Owner elects to pur~ this insurance with voluntary, deduc- tible amounts, the Owner shall be responsible for payment of the additional costs not covered because of such incrmsed or voluntary deductibles. If deductibles are not identified in the Contract' Documents, the Owner shall pay costs not covered bemuse of deductibles. 11.3.1.4 Unless otherwise provided in the Contract Docu- ments, this property insurance shall cover po~oos of the Work stored off the site after written approval of thc Owner at the value established in the approv~l, and also portions of the Work in transit. 11.3.2 Boiler and Machinery Insurance. The Owner shall ourchase and maintain boiler -...nd machthcr? insurance }equired by the Contract Documents or by law, which shall specifically cover such insured objects during installation ;md until finn~ acceptance by the Owner; this insurance shall include interests of the Owner. Contractor, Subcontractors and Sub- subcontractors in the Work, ;md the Owner and Contractor shall be named insureds. 11.3.3 Loss of Uss Insurance. The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner agninst loss of use of the Owner's property due to fire ur uther hazards, however caused. The Owner waives all ri~ts of action against the Contractor for loss of use of the O,~'ner's property, including consequential losses due to ards be included in the property insurance policy, the Owner shall be charged m the Contractor by appropriate Change Order. 11.3.5 If during the Project conS~UCcion pedod the Ortner insures prope~es, real or persornl or both, adioining or ~dia- cern to the site by property insurance under polldes sepa~re from those insuring the Project, or if ~ ~ paymem prop- erty insurance is to be provided on the completed Proje~ through a policy or polities other than those insuring the Prol- ect during the construction period, the owner shall waive all fights irt accordance with the terms ~f Subparagraph .11.5.7 for damages caused by fire or other perils covered by this separate property imut~nce. All separate policies shall provide this waiver of subrogation by endorsement or otherwise. 11.3.g Before an exposure ro losS may ocCUr, the Owner shall file with the Contractor a copy of each policy that includea insurance coverages required by this paragraph 115. Each · -' deft.nj- policy shall contain all generally applicable condiOOns, tions, exclusions and endorsements related to this Proiect. Each policy shall contain a provision that the policy cancelled or allowed to expire until at least 50 days' prior writ- 11.3-7 Wa, Nors o! Subrogation. The Owner and Contractor waive all rights against (1) each other :md :my of their $ubcon- tmctots, sub-subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's consultants, separate contractors described in Ardcle 6, if any, a.nd any of their sub- ctors, sub-subcontractors, agents and employees, for contra "'- ~re or other perils to ~he extent covered by damages . ' ...... ,~ -,,~rsuant to this Paragraph 11.5 Or other property insurance applicable to the Work, except such rights as thev'have to proceeds of such insurance held by the Owner as ficiucim'y. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, sepm'are contractors described in Article 6, if any, and the subconu'ac° by appropriate agreements, written where legally ~equired for validity similar waivers each in favor of other parties enum- erated'herein. The policies shall provide such waivers ot'subrO- shall be ~ffective as to a perSOn or entity, even though that per- ..... therwise did not pay the insurance premium d rectlv or indirectly, and whether had an insurable interest in the property clamaged. 11.3.8 A loss insured under Owner's property insurance si'mil be adiusred bv the Owner as fiducira7 :md made pa?date to the Owner as ticiuoary for the insureCis, as their interests may appear, subject to requirements of any ~pplicabie danse mid of Subparagraph 11.5.10. The Contractor shall pay ~here legally required for v~l ditv, sh~li require SubContractors 11'.3.10 The Owner as fiduciary sh~ll have power to adinst and set-de a losS with insurers unless one of thc parries in interest shall object in writing witch five days ~Ltrer occu_~ence of loss to thc owner's exerdsc of d~s power; iJ such obiection be made, ~rbitrators shall be chosen as provicied in Par;IFaph 4;5. The Owner as tiduci~y sbali, m that c~e, rn~ke se~ernent w~th insurers in accordance with directions of such arblir~ors, if distribution of insursnce proceeds by arbitration is required, · thc arbitrators wili direet SUch oisrrioution. 11.~.11 partial ocCUpancy or use in accordance with Paragraph 9.9 shall not commence until the insurance company or com- panies providing property insurance have consented to such partial occUpancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to Obtain consent of the insurance company or companies and shall. without mutual written consent, take no action with respect to partial occupanCY or use that would cause canceQation, lapse or reduction of insurance. 11.4 PERFORMANCE BOND AND PAYMENT BOND 11.4.1 The Owner shall have the right to require thc Conti'ac- Mroish bonds covering faithful performance of the C. on- tot to t of obli dons a.~ing thereunder as supu- tract and paymen ga lated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract, lions ~rising under the Contract. the Contractor sh~ll promptly furnish a copy of the bonds or shall permit a copy to be made. 11.3.9 If required in writing bv a partY in intereSt, the Owner as fiduciary shall, upon ocCUrrence ~f an insured loss, give bond tot proper performance of' the Owner's duties, The cost of required bunds shall be charged against proceeds received ~ fiduciary. The Owner shall deposit in a separate account pro- cced-~ so received, which the Owner shall distribute n accqr-. dance with such agreement as the parties in interes may re-.ich, or ii", accnrdance with :ut arbitration award in which case the procedure shMI be :Is provided in paragraph 4.5. if l~ter sucl~ lo.ss no other special agreement is made, replacement t)f d~m- aged property shall be covered by appropriate Change Order. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12,1.1 It' a portion of the Work is covered contraS, to the tects re uest or to requirements specifically expressed in Arch' ' q · "'-~u red in writing by the 12.1.2 if a portion of the Work has been covered which the Architect has not specific~v requested to observe prior to its the .-xi-chitect' may request to see such Work and being covered. , it shall be uncovered by the Contractor. If such Work is in lng and replacement sh:dl, by appropriate Change Order. be charged to the Owner. If such Work is not in accordance with 12,2 CORRECTION OF WORK 12.2.1 Thc Contractor sh~ll promptly correct Work rciecred hv the Architect or fa ng to conform to the requirements, ur d{c Contract Documents. whether obsei~'ed before or alter Sul)stantlal Completion and whether or not fabricated, installed ,.4 NY. nrk includ ng 'tdditiun''l toting and inspec~ A201-1987 21 for conune~c~nent of warranties e~mb~hed under Sub- p~ph 9.9.1, or by te~ of~ ~ppli~le s~ ~ ~quir~ by ~e Contact ~, my of~e Work ~ ~d , to be not ~ accor~ce ~ ~e ~q~5 of ~e Con~ Do~, ~e Con~ctor ~ ~ct it pwmp~y ~ r~t of wfitt~ notice ~m ~e O~er to ~ ~ uM~ ~e O~er h~ pr~io~ly giv~ ~e Contractor a ~tten acc.- race of su~ con~fion. ~ pefi~ of one y~ s~ ~ ~tmded ~ ~pect to ~o~ of Wo~ ~t perfumed Su~fi~ Completion by ~e ~fi~ of ~e ~ Su~m- ~ Completion md ~e acm~ per--ce of ~e Work. ~ oblation ~d~ ~B Subp~ph 12.2.2 ah~ ~ive acce~ race of ~e Work under ~e Contmct md te~thation of ~e Contract. ~e Owner sh~ We su~ notice promptly ~er ~ l=.~.a ~e Contractor $h~ remove fwm ~e site po~o~ of the Work which ~e not in accor~ce with ~e re~iremen~ of ~e Contract ~en5 ~d ~e.n~ther coff~ted by ~e Contmctor nor accepted by ~e Owner. ~2.2.~ If tbe Contractor ~ to co~ect nonconfo~Eg Work ~ce with prograph 2.4. If ~e Con~ctor do~' not pr~d wi~ co~tion of such nonconfo~ing Work wi~M a r~on- able t~e C~xed by written notice from the Mchitect, ~e O~er may remove it ~d store the s~bic mate~ or equipment at th(Contractor's expense. If the Contractor do~ not ~y ~sm notice, the Owner may upon ten addinonM ~ys' written notice sell such mate~ md equipment at auction or at p~te s~e ~d sh~ account for the proc~ thereoL after deductMg cns5 ~d ~ages ~at should have been borne by the Con- exp~ ~de nece~a~ ~e~by. If ~ p~cee~ of ~e do not cover co$~ which the Contractor should ~ve borne, ~e Contract Sum shMl be reduced by ~e defi~en~'. If paying5 su~ ~ount, ~e Contractor $hMl pay the difference to ~e Owner. ~.~ The Contractor shMl ~r the cost of correming d~troved or ~aged co~tmction, whether completed or card by the Contractor's correaion or removM of Work '12.2.~ Nothing contained in th~ Prograph 12.2 sh~ ~ con- stm~ to ~mbIBh a period of l~itation with rmp~ to other obli~tio~ which the Cont~ctor mi~t have under the Con- tract Do~men5. ~tabl~hment of the time ~Hod of one y~ ~ d~c~bed in Subpmgmph 12.2.2 relat~ only to the spaStic obli~tion of the Cuntm~or to cor~ct the Work. ~d ~ no relado~hip n) :he time within which the obli~tion to comply with the Cunt~ct Duramen5 may ~ sou~t tn be ~tbrced, nor to the time within which pmceedin~ may be commenced to ~tablBh the Cont~ctor's liability with respect to the Con- ~2.3 ACC~TANC~ O~ NONCONFOHMING WOHK ~2.3.~ If thc Owner prefk5 to accept Work which is nut in ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 GOVERNING LAW 13.1.1 Thc Contract shall be governed by the law of thc place where the Project is located. 13.2 SUCCESSORS AND ASSIGNS 13.2.1 The Owner and Contractor respectively bind ~em- Selves, their partners, successors, assigns and legal represents- dyes to the other parry- hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Con- tract Documents. Neither party to the Contract shall assign the Contract as a whole without wdtten consent of the other. If either party attempts to make such an assignment without such consent, that party shall neverthele~ remain legally responsible for all obl/gadons under the Contract. 13.3 WRITTEN NOTICE 13.3.1 Wdtten notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it waS intended, o~ if delivered at or sent by registered or certified mail to the last business address known to the party giving notice. 13.4 RIGHTS AND REMEDIES . · 13.4.1 Duties and obligat~ions imposed by the Contract Docu- ments and dghts and remeOies available thereunder shai~ be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. 13.4,2 No action or failure to act by the Owner, ..~rchitect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specific'.fily agreed in writing.' 13.5 TESTS AND INSPECTIONS 13.5,1 Tests. inspections and approvals of portions of the Work required by the Contract [~}cuments or by laws, ordi- nances, roles, regulations or orders of public author/des having jurisdiction shall be made at an appropriate time. Unless other- wise provided, the Cuntractor shall make arrangements for such te~ts, inspections and approv'As with an independent test- ing laboralory or entity acceptable to the Owner, ur with the appropriate public authority, and shall beg all related costs of tests, inspections and approvals. The Contractor shall givc the Architect timely nol/ce uf when and where tests and inspec- tit)ns are tu be made st) the Architect may obse~'e such proce- dures'. Tile Owner shall be:ir Costs of tests, inspections or appn)vals which du not become requircmems until after bids are rect.'h'ed or negotiations concluded. 13.59 If {he Architect. Owner or public authorities having iurisdiction determine that pnrtions I)f the Work require :tddi- tional tc.~ting, inspection or approval not included under Sub- paragraph 13.5. I. thc Architect will upon wrilren authorization from thc Owner. inslruct the Conmtctor to make arr. tngerllems the Owner may do st) insn.".td of requiring its removal and cur- Ibr such addhional testing, inspecnoll or approv:tl by tn cmit~,' motion, in which c~< the Ctmtmct Sum will be reduced as - acceptable u} thc Owner. ;md Ih< Ctm[ract r s 1 g ye timely appn)pdatc and equitable. Such ad{uslmcm shall be clTectcd noticctothc.wchitcct ofwhcnand wherries s ndin~pcctions Thc owner ~ bear such costS except as provided in Sub- paragraph t 3.5-3. .1a.i.a If such procedUre~ for testing, inspection or approval under Subpm'agraPbs 13.5.1 and 13.5.2 reveal failure of the po~ons of the Work to comply with requir~entS esrabfisbed by the CohO'act DocumentS, the ContractOr shall bear all cnst~ ~de oeCessaJ~/ by $11ch failure includlll~ those of repeated procedures and compensation for the Architect's $ervic~ and e.xpe~es. 13.5.4 Required certificates of testing, inspeCt/on or approval --:o.-.~ ~,, the Contract Documents, he shall, unless otherwise requ~,~ ,,r secured by the Contractpr and promptly delivered to the Architect. 13.5.5 If the Architect is to observe tests, inspeaions or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. '13.5.6 TestS or inspections conducted pta'au:mt to the Con- tract Documents shall be made promptly to avoid.un~asonable delay in the Work. 13.6 INTEREST 13.6.1 PaymentS due and unpaid under the Commct Docu- ments shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Proiect is located. '18.7 Co~MEI/C~I~II';OF 8TAbU'tORY LIMrrA'rlON FF. RIOD 13.7.'1 AS between the Owner and Contractor: B~fom Sul~mtenli~l Completion- As to ac~ or failures .1 to act occurring prior to the relevant date of Subs{an- tim Completion, any applicable statute of limitations shall commenCe to nm and any alleged cause of acoon shall be deemed to have accrUed in any and all events not later than such date of Substantial Completion; BetW~n Sutmtentlal Completion end Final .2 rate for pe¥lnent. As to acts or failures to act occur- d~g subsequent to the relevant dat~ of Substantial Completion and'prior to issuance of the f'mal Certifi- cate for Payment. any applicable statute of limitations shall commence to run and any alleged cau.~e of action shall be deemed to have accrued in any and all events not later than the date of issuance of the final Cettificatq for payment; and ARTICLE 14 .3 After .Hnal Ce~lflr. ate for payment As to acts or failures to ac{ occur{lng ',fixer the relevant date et'issu- ance of the final Ce~ificate for Payment...my appli- any alleged ~.~ause of action shall be deemed to have ' accrued iix a~rv and all events eot later than the date of any act or i~.filhre to.act by the Con{rat{ur pursuant to. an~. warranty prey{tied under paragraph 3.5. the date of~nv correction of the Work or {'allure to correct the ~er~)f actual coram~';{on of an~ other act t:r fA utc to peri'omi max.' dut.v or obligarit;o by the Contractor TERMINATION OR SUSPENSION OF THE coNTRACT 14.1 ~-ERMINATION BY THE CONTRACTOR 14.1.1 Thc Contractor may ren'~tc thc Conu=ct if thc Work is stopped for a period of 50 days through no act or fault of thc a SubcontractOr, Sub.subcontractor or cb. eAr Contractor or , r an', other persons performing portions of the Work under contract with the Contractor, for any of the following reasons: .1 issuance of an °rder °f a c°urt °r °tber public auth°f iq' having jurisdiction; . 2 an act o f government, such as a declaration of ns{tonal emergency, making material unavailable; .3 because the Arch{reel ha~ not issued a Certificate for payment and has not notified the Contt~actor of the re'on for withholding cctMfication ss provided in subparagraph 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract DocumentS; if repeated suspensions, delays or interruptions by the Owner ~ described in Paragraph 14.3 constitute in the aggregate more than 100 percent of the total num- ber of days $cheddied for completion, or 120 days in any 365-day period, whichever is less; Or .5 the Owner has failed to furnish to the Contractor evidence ~ required by Subparagraph 2.2.1. '14.'1.2 If one of the above res.~ons e-X~ts, the Contractor may, upon seven additional days' written notice to the Owner and payment for Work executed and for proven loss with respect to mareriaB, equipment, too{s, anti construction equipment and machinery, including reasonable overhead, profit and damages. 1~.'1.a If the Work is stopped for a period of 60 days through no act or fault of the Contractor or a Subcontractor or their Owner ha~ persistently failed to fulfill the Owner's obligations Seven additional days' written notice to :.he Owner and the as provided in Subparagraph 1-~. 1.2. 14.9 TERMINA'~ON 8Y THE OWHER FOR CAUS~= 14.2.1 Thc Owner rn=y terminate thc Cuntracr it' the .1 persistcndx.' or repeStedlv refuses ur enouBh properly ~killed ~xurkers or pn per materials .2 fails to raake payment to Subcomractors for tnateri'.ds A201-1987 23 tify such acdon, may without prejudice to :my other rights or remedie~ of the Owner :md ~u~er giving the Conuactor :mci the Cunu'actor~s su~ry, if :my, seven day~' written notice, terrni- rate employment of the Conu-.ctor and ma,/', sublect to :my · prior rights of the sure~: .1 t~ke posse~ion of the site :md of all materials, equip- men~ tools, :md constmc~on equipment :mcim,~in. cry thereon owned by the Contractor; .~ accept as~signment of subcontmc~ pu~u:mt to Para- graph 5.4; :md .3 finish the Work by whatever reasonable method the Owner n~y deem expedient. 14.2.a When the Owner tem~h~e~ the Contract for one of r.he re~sons stated in Subparagraph 14.2,1, the Contractor ~ not be entitled to receive for~er payment undi the Work is 14.~4 If the unpaid balance of the Contract Sum exceeds costs of finishing the ~Vork, including compensation for the Archi- tect's ser~ce~ :md ~ made necessar~ the~by, ~uch exce~ ~ be paid to the Contractor. If ~uch c~ts exceed the unpaid b'al~nce, the Contractor sh~ll pay the difference to the ~Ow~er. The .:m~ount to be p~d to ~e Con~ctor or 0~, ~ e ~ ~ ~, s~ be ~ed by ~e ~te~ u~n ~p~- ~on, ~d ~ ob~don for pa~t s~ ~ve t~. ~on of ~e Con~. 14.3 ~ON~EO~ FOR ~ 14.3.1 ~= ~= ~, ~ou; ~, ord~ ~c Con~ctor ~ ~g to ~ d~y or ~t~pt ~e Work ~ whole or ~ ~ ~r ~ p~od of ~e ~ ~e 0~ my det~e. ~4.a& ~ ~[~t ~ ~ ma~ for ~ ~ ~e c~t of P~ of ~e ~n~ct, ~du~g profit on ~e ~c~ed ~st of ~O~ce, ~ by ~on, d~y or ~te~p. aon. No ~]~t ~h~ ~ made to ~e ~ent: .~ ~at ~O~ce ~, w~ or wo~d ~ve h~ so stu- dded, d~y~ or ~te~pted by mo~ ~ for w~ ~e Con~or h r~ible; or ~ ~t m equable ad[m~t h ~de or d~ed m~ mo~ pmv~ion of ~ Con~. ~4.a.~ Ad~m~en~ ~de ~ ~e ~st of ~Omce may ~ve a mu~y a~ ~ed or ~mge fee. 3/87 AMERICAN ARBITRATION ASSOCIATION Re- 14 110 00442 00 SCF INDEPENDENT DEVELOPMENT CORPORATION and FOXCROFT TOWNHOUSE ASSOCIATES, n/k/a BRAMBLES TOW1VHOUSE ASSOCIATES, A PA LIMITED PARTNERSHIP CASE I~IANAGEMENT ORDI~R #1 Pursuant to ~e c~e m~g~t co~co held by tclephonc on Feb~ 23, 2001 follo~g p~c~ures ~D apply to ~s ~ (1) ~. St~ile, co~el for Re~o~den~ wffi p~d~ a c~y of h~s l~ ~ponding ~ ~e D~d for Arbi~fion ~tly ~ ~e ~iWator by ~l. ~e R~n~t is not ~g ~vc co~tercl~ms ~ tMs (2) maiter, (3) On or before April 30, 2001, counsel for Respondent will supply W counsel for Claimant a designation of thc bases on which R~pondent proposes W off, et the clAira. The designation will spec/fically include an itemizat/on of each proposgd offsetting cia/m, thc specific dollar amount attributable to each offsetting claim and documents which support each offsetting claim. (4) By April 30, 2001, Claimant will provide to counsel for Rcspondent doctuncnts which support h/s principal claim. (5) On or beforc May 15, 2001, counsel for the parties will exchange witness lists and copies of prenumbered exhibits for use at hearing in this matter. Only wimcsses designated in such listing and exhibits exchanged in this manner will bc used at hearing. Counsel for each of thc parties will adcliiio,~lly providc directly to thc Arbitrator a copy of their respectiYe witness lisks and a listing of ~x. hibits bearing the exhibit number and a brief description of each exhibit they propose to in~oduco. Gopies of ~xhibits should not be provided to the Arbilrator in advance of the hearing- (6) Heu~rings in this mat-ret will commence on June 4, 2001 and continue on June 5, 6, 7, 8, I 1 and 12 as necessary. Hearingi will be held at the law offices of Buchanan Ingersoll, 213 Market Street, Harrisburg, PA, and will begin at 9:00 a.m. each day. If either party desires the presence of a reporter at hearings, counsel for the parties shall make such arrangements directly with an appropriate court reporter and shall notify opposing counsel of such February27, 2001 Jack M. Stov~r Arbitrator ' ' A'T ' AMERIr.,.~N ARBITRATI,ON.AS.SOCl ION NOTICE OF HEARING February 28, 200]- peter R. Andrews, ESq. Countess, Gilbert & A~drews 29 North Duke Street York, PA 17401 Vic stabile, Esq. Dilworth Paxson 305 North Front S~ree= Suite 403 Harrisburg, PA 17101 1% 110 00442 00 INDEPENDENT DEVeLOPMeNT CORPOKATION and FOXCROFT TOWN~OUSE ASSOCIATES, n/k/a B~t%M~LES TOWNHOUSE ASSOCIATES, A PA LIMITED PARTNERS pLeASE TAKE NOTICE that a hearing in the above-e~title~ arbitration will be held as follows: pLACE: Jack M. Stover, Buchanan Ingersoll 213 Market ~az-risbuX~, PA 17101 DATE: June 04, 2001 TIM~: 10:00 A.M. DATE: J%%~e 05, 2001 TZM~ 10:00 A.M. DATE: J!/.ne 06, 2001 TIM~: 10:00 A.M- DATE~ ~e 07, 2001 TIME: 10:00 A.M. DATE: ~u~m 08, 2001 TIME: .10:00 A.M. DATE: JLu~e 11, 2001 TIME: 10:00 A.M. DATE: Jllne 12, 2001 TIME: 10:00 A.M. BEFORE: Jack M. Stover, Esq. Note: Please attend Drom~tly with your witnesses and be prepared to present your proofs. rina C. h r CASE ADMINISTRATOR ..~. .......... ~.. w/, ,,, I'~U. lY/U :2. 'Febrl.t~ry 28, 2001 No~ZC~: ~e arbitra~or(~) ~ve arr~ ~h~ir schedule ~ res~ed ~h~ ~te (~) base~ ~ ~e a~vice o~ ~ ~ar~ies. ~erefore, ev~ e~ort shoul~ ~ re~eSt~ a postpon~en~ shoed obta~ ~e a~ee~n~ o~ =he o~her par=y. =here is ~ ~t~l a~eem~t, ~he arbi=ra=or(s) ~11 ~ a ~e~e~in~ion. neu=ral arbi=ra~or(s) o=he= t~ aC oral hear~s, postp~em~ts ~e s~jec= =o ~ fee assessment, as se= fo~h i~ the ~les. In some ins=~ces, post~one~nts are s~Jec= to c~cellati~ ~ees by =he arbiCra=or(s) . r. 9/) cc: arbitrator(s) American Arbitration Association Dispute Resolution Services World~oide AUG 1 6 2001 August 14, 2001 Jeffrey L. Rehmeyer II, Esq. Countess, Gilbert &Andrews 29 North Duke Street York, PA 17401 ~3o South Broad Street, Floor ~ ~, Philadelphia, PA ~9~oi-4~99 telephone: ~'5 73u 526°, facsimile: ~'5 732 5°02 Vic stabile, Esq. Dilworth Paxson 305 North Front Street Suite 403 Harrisburg, PA 17101 Re: 14 110 00442 00 INDEPENDENT DEVELOPMENT CORPORATION and FOXCROFT TOWNHOUSE ASSOCIATES, n/k/a BRAMBLES TOWNHOUSE ASSOCIATES, A PA LIMITED PARTNERS Dear Parties: By direction of the arbitrator(s), we herewith transmit to you the duly executed award in the above-captioned matter. Sincerely, AMERICAN ARBITRATI6N J~S$OCIATION, ADMINISTRATOR CONSTRUCTION ARBITRATION TRIBUNAL In the Matter of the Arbitration between INDEPENDENT DEVELOPMENT CORPORATION and FOXCROFT TOWNHOUSE ASSOCIATES, n/k/a BRAMBLES TOWNHOUSE ASSOCIATES, A PA LIMITED PARTNERS Case No. 14 110 00442 00 SCF AWARD OF '~ ARBITRATOR I, THE UNDERSIGNED ARBITRATOR, having been designated in accordance with the arbitration agreement entered into by the above-named parties and dated October 14, 1997, and having duly heard the proofs and allegations of the parties, hereby FIND as follows: Claimant Independent Development Corporation has asserted the following claims: 1) Unpaid construction invoices $359,560.61 2) Interest at 0.5% per month through June I, $14,382.42 2001 3) Per diem interest after June 1, 2001 $177.32 4) Penalties pursuant to 73 P.S. §§ 501-516 $28,764.85 Respondent Foxcrof~ Townhouse Associates n/k/a Brambles Townhouse Associates has asserted set-off claims totaling $785,184.83, consisting of the items and amounts set forth in the Decision of Arbitrator below. Accordingly, I AWARD as follows: (1) Independent Development Corporation's claim for $359,560.61 is determined in favor of CLAIMANT. (2) Independent Development Corporation's claim for penalties pursuant to 73 P.S. §§ 501-516 is determined in favor of RESPONDENT. (3) Respondent Foxcrofc 'To~vnhouse Associates' set-off claims are determined as follows: (a) The set-off claim relating to exterior siding in the amount of $497,000.00 is determined in favor of CLAIMANT. (b) The set-off claim for attachment of shutters in the amount of $280.00 is determined in favor of RESPONDENT. (c) The set-off 'claim relating to entry gable soffit ceilings in the amount of $19,040.00 is determined in favor of CLAIMANT. (d) The set-off claims for caulking in the total amount of $12,200.00 are determined in favor of CLAIMANT. (e) The set-off claim relating to exterior electric wires in conduit in the amount of $51,800.00 is determined in favor of CLAIMANT. (f) The set-off claim relating to air conditioner compressors to grade in the amount of $9,963.00 is determined in favor of RESPONDENT. (g) The set-off claim for air conditioner shut-off box mountings in the amount of $3,900.00 is determined in favor of RESPONDENT. (h) The set-off claim relating to air conditioner wires in conduit in the amount of $9,200.00 is determined in favor of CLAIMANT. (i) The set-of~ ~lai~n relating to air conditioner relocations in the amended amount of $39,000.00 is determined in favor of RESPONDENT. (j) The set-off claim relating to replacement of bi-fold doors in the amount of $92,904.00 is determined in favor of RESPONDENT. (k) The set-off claim relating to dryer doors in the ~mount of $1,456.00 is determined in favor of CLAI~IANT. (1) The set-off claims relating to laundry ceiling lights in the total amount of $25,620.00 are determined in favor of RESPONDENT. (m) The set-off claim relating to furnace filters in the amount of $3,000.00 is determined in favor of CLAIMANT. (n) The set-off claim relating to the PM! account summary is determined partially in favor of RESPONDENT in the amount of $8,344.45. (o) The set-off claim for activation fees in the amended amount of $4,410.00 is determined in favor of CLAIMANT. (4) The net award to CLAIMANT is $179,549.16. Interest at 6% per annum from September 15, 2000 to the date of this Award shall be added to the net award to CLAIMANT. (5) (7) The parties shall be~r t~ei~ own attorney's fees. The administrative fees of the American Arbitration Association totaling $5,500.00 shall be borne equally by the parties and paid as directed by the Association. Therefore, RESPONDENT shall pay directly to CLAIMANT the sum of $2,750.00 for their one-half share of the administrative fees previously advanced by CLAIMANT to the Association. The arbitrator's compensation and expenses totaling $17,762.50 shall be borne equally by the parties and paid as directed by the (8) Association. This Award is in full settlement of all claims a~d set-off claims submitted to this arbitration. DATED: August I, 2001 4 INDEPENDENT DEVELOPMENT CORPORATION, PETITIONER : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA FOXCROFT TOWNHOUSE ASSOCIATES, n/Ida BRAMBLES TOWNHOUSE ASSOCIATES, A PA LIMITED PARTNERSHIP, RESPONDENT : 01-5608 CIVIL TERM AMENDED ORDER OF COURT ~/'J~ day of October, 2001, this court's order of AND NOW, this October 2, 2001, issuing a Rule against respondent to show cause why the order in judgment confirming an award by arbitrators should not be entered pursuant to the within application, returnable five (5) days after service, is amended to reflect that respondent shall have ten (10) days after service to file a response. Any answer filed shall be forwarded by the Prothonotary to chambers. Edgar B. Ba~ley, J. Jeffrey L, Rehmeyer, II, Esquire For Petitioner ,/0- 'Y',,- o/ Victor Stabile, Esquire For Respondent :saa Countess. Gilbert .Andrews 29 North Duke Street · York, Pennsylvania 1740~1282 Telephone: 717/848/4900 · FAX: 717/843/9039 INDEPENDENT DEVELOPMENT CORPORATION, Petitioner FOXCROFT TOWNHOUSE ASSOCIATES, n/k/a THE BRAMBLES TOWNHOUSE ASSOCIATES, Respondent 1N THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA No. 01-5608 Civil Term CiVIL ACTION - LAW PRAECIPE TO WITHDRAW PETITIONER'S APPLICATION FOR ORDER CONFIRMING AWARD Please withdraw the Application for Order Confirming Award filed on September 26, 2001, concerning the above-captioned case, without prejudice. Respectfully submitted, CGA LAW FIRM BY:jeffre~. l~l~ne~er IT--, Esquire Suctt~fie o(~jtrt No. 80210 2~North Duke Street York, PA 17401 Telephone: 717-848-4900 CERTIFICATE OF SERVICE I hereby certify that on this date a copy of the foregoing Praecipe to Withdraw Petitioner's Application for Order Confirming Award as served on Respondent's counsel in the manner indicated below: FACSAIMILE TRANSMISSION AND FIRST CLASS MAIL ADDRESSED AS FOLLOWS: Victor P. Stabile, Esquire Dilworth & Paxson 305 North Front Street, Suite 403 Harrisburg, PA 17101 Sincerely, CGA LAW IRM Jeffr~ /f~e~eyer II, Esquire S~p'r6n .CMurt No. 80210 ~9 North Duke Street York, PA 17401 Telephone: 717-848-4900 Dated: October 12, 2001