[GRAPHIC OMITTED][GRAPHIC OMITTED]
Standard Form of Agreement Between Owner and
Contractor where the basis for payment is the COST OF THE
WORK PLUS A FEE with a negotiated Guaranteed Maximum Price
AlA Document A111 -1997
1997 Edition - Electronic Format
This document has important legal consequences. Consultation with an
attorney is encouraged with respect to its completion or
modification. AUTHENTICATION
OF THIS ELECTRONICALLY DRAFTED ALA DOCUMENT MAY BE MADE BY USING ALA DOCUMENT
D401.
This document is not intended for use in competitive bidding.
ALA Document A20 1-1997, General Conditions of the Contract for Construction, is
adopted in this document by reference.
This document has been approved and endorsed by The Associated General
Contractors of America.
Copyright 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987,0 1997 by
The American Institute of Architects. Reproduction of the material herein or
substantial quotation of its provisions without written permission of the ALA
violates the copyright laws of the United States and will subject the violator
to legal
AGREEMENT made as of the 10th day of March in the year 1999.
(In words, indicate day, month and year)
BETWEEN the Owner:
(Name, address and other information)
Kronos Inc., 300 Billerica Road, Chelmsford, MA 01824
and the Contractor:
(Name, address and other information)
Cranshaw Construction of New England Limited Partnership.2310 Washington Street
Newton Lower Falls, MA 02462
The Project is:
(Name and location)
The Kronos Corporate Headquarters Building, 297 Billerica Road, Chelmsford,
Massachusetts
The Architect is:
(Name, address and other information)
Spagnolo/Gisness & Associates, 129 Portland Street, Boston, MA 02114, with
respect to base building (core and shell) Pisani & Associates, 374 Congress
Street, Boston, MA 02210, with respect to tenant improvements
The Owner and Contractor agree as follows.
ARTICLE 1 THE CONTRACT DOCUMENTS
The Contract Documents consist of this Agreement, Conditions of the
Contract (General, Supplementary and other Conditions), Drawings,
Specifications, Addenda issued prior to execution of this Agreement, other
documents listed in this Agreement and Modifications issued after execution
of this Agreement; these form the Contract, and are as fully a part of the
Contract as if attached to this Agreement or repeated herein. The Contract
represents the entire and integrated agreement between the parties hereto
and supersedes prior negotiations, representations or agreements, either
written or oral. An enumeration of the Contract Documents, other than
Modifications, appears in Article 15. If anything in the other Contract
Documents is inconsistent with this Agreement, this Agreement shall govern.
ARTICLE 2 THE WORK OF THIS CONTRACT
The Contractor shall fully execute the Work described in the Contract
Documents, except to the extent specifically indicated in the Contract
Documents to be the responsibility of others.
ARTICLE 3 RELATIONSHIP OF THE PARTIES
The Contractor accepts the relationship of trust and confidence established
by this Agreement without, however. undertaking any fiduciary role or
responsibility and covenants with the Owner to cooperate with the Architect
and exercise the Contractor's skill and judgment in furthering the
interests of the Owner; to furnish efficient business administration and
supervision; to furnish at all times an adequate supply of workers and
materials; and to perform the Work in an expeditious and economical manner
consistent with the Owners interests. The Owner agrees to furnish and
approve, in a timely manner, information required by the Contractor and to
make payments to the Contractor in accordance with the requirements of the
Contract Documents.
ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
4.1 The date of commencement of the Work shall be the date of this
Agreement unless a different date is stated below or provision is made for
the date to be fixed in a notice to proceed issued by the Owner. (Insert
the date of commencement, if it differs from the date of this Agreement or,
if applicable. state that the date will be fixed in a notice to proceed.)
Commencement of the work shall occur upon receipt of a notice to proceed
from the Owner. which shall occur no later than June 1. 1999. and upon
issuance of a permit to build issued by the Town of Chelmsford.
If, prior to commencement of the Work, the Owner requires time to file
mortgages, mechanic's liens and other security interests, the Owner's time
requirement shall be as follows:
4.2 The Contract Time shall be measured from the date of commencement.
4.3 The Contractor shall achieve Substantial Completion of the entire Work
not later than twelve (12) months from a notice to proceed from the Owner.
(Insert number of calendar days. Alternatively, a calendar date may be used
when coordinated with the date of commencement. Unless stated elsewhere in
the Contract Documents, insert any requirements for earlier Substantial
Completion of certain portions of the Work)
, subject to adjustments of this Contract Time as provided in the Contract
Documents.
(Insert provisions, if any, for liquidated damages relating to failure
to complete on time, or for bonus payments for early
completion of the Work)
ARTICLE 5 BASIS FOR PAYMENT
5.1 CONTRACT SUM
5.1.1 The Owner shall pay the Contractor the Contract Sum in current funds
for the Contractor's performance of the Contract. The Contract Sum is the
Cost of the Work as defined in Article 7 plus the Contractor's Fee.
5.1.2 The Contractor's Fee is: Three and one-half percent (3.5%) of the
Cost of the Work plus seven and one-half percent (7.5%) for General
Conditions. which shall be fixed percentages that do not vary with
adjustments in the Guaranteed Maximum Price. Contractor's Fee shall be five
percent (5%) of the Cost of the Work for changes in the Work above the
first $100,000. (State a lump sum, percentage of Cost of the Work or other
provision for determining the Contractor's Fee, and describe the method of
adjustment of the Contractor's Fee for changes in the Work)
5.2 GUARANTEED MAXIMUM PRICE
5.2.1 The sum of the Cost of the Work and the Contractor's Fee is
guaranteed by the Contractor not to exceed Dollars ($), subject to
additions and deductions by Change Order as provided in the Contract
Documents. Such maximum sum is referred to in the Contract Documents as the
Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum
Price to be exceeded shall be paid by the Contractor without reimbursement
by the Owner. (Insert specific provisions if the Contractor is to
participate in any savings.) The Guaranteed Maximum Price for the base
building (core and shell) and tenant work will be established within 30
days of receipt of design development documents and confirmed within 30
days of receipt of the Contract Documents. The Contractor shall submit
Guaranteed Maximum Price Pricing within three weeks of receiving design
development drawings. If savings occur in the Guaranteed Maximum Price they
shall be shared 35 percent to the Contractor and 65 percent to the Owner.
5.2.2 The Guaranteed Maximum Price is based on the following alternates, if
any, which are described in the Contract Documents and are hereby accepted
by the Owner: (State the numbers or other identification of accepted
alternates. If decisions on other alternates are to be made by the Owner
subsequent to the execution of this Agreement, attach a schedule of such
other alternates showing the amount/or each and the date when the amount
expires.)
5.2.3 Unit prices, if any, are as follows:
5.2.4 Allowances, if any, are as follows:
(Identify and state the amounts of any allowances, and state whether they
include labor, materials, or both.) winter conditions, schedule
acceleration and contingency, as set forth in the Guaranteed Maximum Price.
5.2.5 Assumptions, if any, on which the Guaranteed Maximum Price is based
are as follows:
5.2.6 To the extent that the Drawings and Specifications are anticipated to
require further development by the Architect, the Contractor has provided
in the Guaranteed Maximum Price for such further development consistent
with the Contract Documents and reasonably inferable therefrom. Such
further development does not include such things as changes in scope,
systems, kinds and quality of materials, finishes or equipment, all of
which, if required, shall be incorporated by Change Order.
ARTICLE 6 CHANGES IN THE WORK
6.1 Adjustments to the Guaranteed Maximum Price on account of changes in
the Work may be determined by any of the methods listed in Subparagraph
7.3.3 of AlA Document A201-1997.
6.2 In calculating adjustments to subcontracts (except those awarded with
the Owner's prior consent on the basis of cost plus a fee), the terms
"cost" and "fee" as used in Clause 7.3.3.3 of AlA Document A201-1997 and
the terms "costs" and "a reason able allowance for overhead and profit" as
used in Subparagraph 7.3.6 of MA Document A201-1997 shall have the meanings
assigned to them in AlA Document A20 1-1997 and shall not be modified by
Articles 5, 7 and 8 of this Agreement. Adjustments to subcontracts awarded
with the Owner's prior consent on the basis of cost plus a fee shall be
calculated in accordance with the terms of those subcontracts.
6.3 In calculating adjustments to the Guaranteed Maximum Price, the terms
"cost" and "costs" as used in the above-referenced provisions of AlA
Document A201-1997 shall mean the Cost of the Work as defined in Article 7
of this Agreement and the terms "fee" and "a reasonable allowance for
overhead and profit" shall mean the Contractor's Fee as defined in
Subparagraph 5.1.2 of this Agreement.
ARTICLE 7 COSTS TO BE REIMBURSED
7.1 COSTOFTHE WORK
The term Cost of the Work shall mean costs necessarily incurred by the
Contractor in the proper performance of the Work. Such costs shall be at
rates not higher than the standard paid at the place of the Project except
with prior consent of the Owner. The Cost of the Work shall include only
the items set forth in this Article 7.
7.2 LABOR COSTS
7.2.1 Wages of construction workers directly employed by the Contractor to
perform the construction of the Work at the site
or, with the Owner's approval, at off-site workshops.
7.2.2 Wages or salaries of the Contractor's supervisory and administrative
personnel when stationed at the site with the Owner's approval. (I/it is
intended that the wages or salaries of certain personnel stationed at the
Contractor's principal or other offices shall be included in the Cost of
the Work, identify in Article 14 the personnel to be included and
whether/or all or only part of their time, and the rates at which their
time will be charged to the Work)
7.2.3 Wages and salaries of the Contractor's supervisory or administrative
personnel engaged, at factories, workshops or on the road, in expediting
the production or transportation of materials or equipment required for the
Work, but only for that portion of their time required for the Work, when
stationed at the site with the Owner's approval. which shall be included
within the 7.5 percent general conditions fee.
7.2.4 Costs paid or incurred by the Contractor for taxes, insurance,
contributions, assessments and benefits required by law or collective
bargaining agreements and, for personnel not covered by such agreements,
customary benefits such as sick leave, medical and health benefits,
holidays, vacations and pensions, provided such costs are based on wages
and salaries included in the Cost of the Work under Subparagraphs 7.2.1
through 7.2.3.
7.3 SUBCONTRACT COSTS
7.3.1 Payments made by the Contractor to Subcontractors in accordance with
the requirements of the subcontracts.
7.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED
CONSTRUCTION
7.4.1 Costs, including transportation and storage, of materials and
equipment incorporated or to be incorporated in the completed construction.
7.4.2 Costs of materials described in the preceding Subparagraph 7.4.1 in
excess of those actually installed to allow for reasonable waste and
spoilage. Unused excess materials, if any, shall become the Owner's
property at the completion of the Work or, at the Owner's option, shall be
sold by the Contractor. Any amounts realized from such sales shall be
credited to the Owner as a deduction from the Cost of the Work,
7.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND
RELATED ITEMS
7.5.1 Costs, including transportation and storage, installation,
maintenance, dismantling and removal of materials, supplies, temporary
facilities, machinery, equipment, and hand tools not customarily owned by
construction workers, that are provided ~ the Contractor at the site and
fully consumed in the performance of the Work; and cost (less salvage
value) of such items if not fully consumed, whether sold to others or
retained by the Contractor. Cost for items previously used by the
Contractor shall' mean fair market value. Items not in the General
Conditions 7.5 percent fee shall be subject to review and approval by the
Owner.
7.5.2 Rental charges for temporary facilities, machinery, equipment, and
hand tools not customarily owned by construction workers that are provided
by the Contractor at the site, whether rented from the Contractor or
others, and costs of transportation, installation, minor repairs and
replacements, dismantling and removal thereof. Rates and quantities of
equipment rented shall be subject to the Owner's prior approval.
7.5.3 Costs of removal of debris from the site.
7.5.4 Costs of document reproductions, facsimile transmissions and
long-distance telephone calls, postage and parcel delivery charges,
telephone service at the site and reasonable petty cash expenses of the
site office.
7.5.5 That portion of the reasonable expenses of the Contractor's personnel
incurred while traveling in discharge of duties connected with the Work.
7.5.6 Costs of materials and equipment suitably stored off the site at a
mutually acceptable location, if approved in advance by the Owner.
7.6 MISCELLANEOUS COSTS
7.6.1 That portion of insurance and bond premiums that can be directly
attributed to this Contract:
7.6.2 Sales, use or similar taxes imposed by a governmental authority that
are related to the Work.
7.8.3 Fees and assessments for the building permit and for other permits,
licenses and inspections for which the Contractor is required by the
Contract Documents to pay.
7.6.4 Fees of laboratories for tests required by the Contract Documents,
except those related to defective or nonconforming Work for which
reimbursement is excluded by Subparagraph 13.5.3 of AlA Document A201-1997
or other provisions of the Contract Documents, and which do not fall within
the scope of Subparagraph 7.7.3.
7.6.5 Royalties and license fees paid for the use of a particular design,
process or product required by the Contract Documents; the cost of
defending suits or claims for infringement of patent rights arising from
such requirement of the Contract Documents; and payments made in accordance
with legal judgments against the Contractor resulting from such suits or
claims and payments of settlements made with the Owner's consent. However,
such costs of legal defenses, judgments and settlements shall not be
included in the calculation of the Contractor's Fee or subject to the
Guaranteed Maximum Price. If such royalties, fees and costs are excluded by
the last sentence of Subparagraph 3.17.1 of ALA Document A201-1997 or other
provisions of the Contract Documents, then they shall not be included in
the Cost of the Work.
7.6.6 Data processing costs related to the Work.
7.6.7 Deposits lost for causes other than the Contractor's negligence or
failure to fulfill a specific responsibility to the Owner as set forth in
the Contract Documents.
7.6.8 Legal, mediation and arbitration costs, including attorneys' fees,
other than those arising from disputes between the Owner and Contractor,
reasonably incurred by the Contractor in the performance of the Work and
with the Owner's prior written approval; which approval shall not be
unreasonably withheld.
7.7 OTHER COSTS AND EMERGENCIES
7.7.1 Other costs incurred in the performance of the Work if and to the
extent approved in advance in writing by the Owner.
7.7.2 Costs due to emergencies incurred in taking action to prevent
threatened damage, injury or loss in case of an emergency affecting the
safety of persons and property, as provided in Paragraph 10.6 of AlA
Document A201-1997.
7.7.3 Costs of repairing or correcting damaged or nonconforming Work
executed by the Contractor, Subcontractors or suppliers, provided that such
damaged or nonconforming Work was not caused by negligence or failure to
fulfill a specific responsibility of the Contractor and only to the extent
that the cost of repair or correction is not recovered by the Contractor
from insurance, sureties, Subcontractors or suppliers.
ARTICLE 8 COSTS NOT TO BE REIMBURSED
8.1 The Cost of the Work shall not include:
8.1.1 Salaries and other compensation of the Contractor's personnel
stationed at the Contractor's principal office or offices other than the
site office, except as specifically provided in Subparagraphs 7.2.2 and
7.2.3 or as may be provided in Article 14.
8.1.2 Expenses of the Contractor's principal office and offices other than
the site office.
8.1.3 Overhead and general expenses, except as may be expressly included in
Article 7.
8.1.4 The Contractor's capital expenses, including interest on the
Contractor's capital employed for the Work.
8.1.5 Rental costs of machinery and equipment, except as specifically
provided in Subparagraph 7.5.2.
8.1.6 Except as provided in Subparagraph 7.7.3 of this Agreement, costs due
to the negligence or failure to fulfill a specific responsibility of the
Contractor, Subcontractors and suppliers or anyone directly or indirectly
employed by any of them or for
whose acts any of them may be liable.
8.1.7 Any cost not specifically and expressly described in Article 7.
8.1.8 Costs, other than costs included in Change Orders approved by the
Owner, that would cause the Guaranteed Maximum Price to be exceeded.
ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS
9.1 Cash discounts obtained on payments made by the Contractor shall accrue
to the Owner if (1) before making the payment, the Contractor included them
in an Application for Payment and received payment therefor from the Owner,
or (2) the Owner has deposited funds with the Contractor with which to make
payments; otherwise, cash discounts shall accrue to the Contractor. Trade
discounts, rebates, refunds and amounts received from sales of surplus
materials and equipment shall accrue to the Owner, and the Contractor shall
make provisions so that they can be secured. - The Contractor shall notify
the Owner of any potential discounts the Contractor becomes aware of.
9.2 Amounts that accrue to the Owner in accordance with the provisions of
Paragraph 9.1 shall be credited to the Owner as a deduction from the Cost
of the Work.
ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS
10.1 Those portions of the Work that the Contractor does not customarily
perform with the Contractor's own personnel shall be performed under
subcontracts or by other appropriate agreements with the Contractor. The
Owner may designate specific persons or entities from whom the Contractor
shall obtain bids. The Contractor shall obtain bids from Subcontractors and
from suppliers of materials or equipment fabricated especially for the Work
and shall deliver such bids to the Architect. The Owner shall then
determine, with the advice of the Contractor and the Architect, which bids
will be accepted. The Contractor shall not be required to contract with
anyone to whom the Contractor has reasonable objection.
10.2 If a specific bidder among those whose bids are delivered by the
Contractor to the Architect (1) is recommended to the Owner by the
Contractor; (2) is qualified to perform that portion of the Work; and (3)
has submitted a bid that conforms to the requirements of the Contract
Documents but the Owner requires that another bid be accepted, then the
Contractor may require that a Change Order be issued to adjust the
Guaranteed Maximum Price by the difference between the bid of the person or
entity recommended to the Owner by the Contractor and the amount of the
subcontract or other agreement actually signed with the person or entity
designated by the Owner.
10.3 Subcontracts or other agreements shall conform to the applicable
payment provisions of this Agreement, and shall not be awarded on the basis
of cost plus a fee without the prior consent of the Owner.
ARTICLE 11 ACCOUNTING RECORDS
The Contractor shall keep full and detailed accounts and exercise such
controls as may be necessary for proper financial management under this
Contract, and the accounting and control systems shall be satisfactory to
the Owner. The Owner and the Owner s accountants shall be afforded access
to, and shall be permitted to audit and copy, the Contractor's records,
books, correspondence, instructions, drawings, receipts, subcontracts,
purchase orders, vouchers, memoranda and other data relating to this
Contract, and the Contractor shall preserve these for a period of three
years after final payment, or for such longer period as may be required by
law.
ARTICLE 12 PAYMENTS
12.1 PROGRESS PAYMENTS
12.1.1 Based upon Applications for Payment submitted to the Architect by
the Contractor and Certificates for Payment issued by the Architect, the
Owner shall make progress payments on account of the Contract Sum to the
Contractor as provided below and elsewhere in the Contract Documents.
12.1.2 The period covered by each Application for Payment shall be one
calendar month ending on the last day of the month, or as follows:
12.1.3 Provided that an Application for Payment is received by the Architect not
later than the 25th day of a month, the Owner shall make payment to the
Contractor not later than the 15th day of the following month. If an
Application for Payment is received by the Architect after the application
date fixed above, payment shall be made by the Owner not later than 21 days
after the Architect receives the Application for Payment.
12.1.4 With each Application for Payment, the Contractor shall submit,
receipted invoices or invoices with check vouchers attached, and any other
evidence required by the Owner or Architect. At the Owner's request and
expense, the Contractor shall furnish back-up documentation for the General
Conditions costs incurred by the Contractor.
12.1.5 Each Application for Payment shall be based on the schedule of
values submitted by the Contractor in accordance with the Contract
Documents. The schedule of values shall allocate the entire Guaranteed
Maximum Price among the various portions of the Work, except that the
Contractor's Fee shall be shown as a single separate item. The schedule of
values shall be prepared in such form and supported by such data to
substantiate its accuracy as the Architect may require. This schedule,
unless objected to by the Architect, shall be used as a basis for reviewing
the Contractor's Applications for Payment.
12.1.6 Applications for Payment shall show the percentage of completion
of each portion of the Work as of the end of the period covered by the
Application for Payment.
12.1.7 Subject to other provisions of the Contract Documents, the amount of
each progress payment shall be computed as follows:
.1 take that portion of the Guaranteed Maximum Price properly
allocable to completed Work as determined by multiplying the
percentage of completion of each portion of the Work by the share
of the Guaranteed Maximum Price allocated to that portion of the
Work in the schedule of values. Pending final determination of
cost to the Owner of changes in the Work, amounts not in dispute
shall be included as provided in Subparagraph 7.3.8 of AlA
Document A201-1997;
.2 add that portion of the Guaranteed Maximum Price properly
allocable to materials and equipment delivered and suitably stored
at the site for subsequent incorporation in the Work, or if
approved in advance by the Owner, suitably stored off the site at
a location agreed upon in writing;
.3 add the Contractor's Fee, less retainage of Ten percent (10%)
provided. however that the Contractor's General Conditions fee
shall not be subject to retainage. The Contractor's Fee shall be
computed upon the Cost of the Work described in the two preceding
Clauses at the rate stated in Subparagraph 5.1.2 or, if the
Contractor's Fee is stated as a fixed sum in that Subparagraph,
shall be an amount that bears the same ratio to that fixed-sum fee
as the Cost of the Work in the two preceding Clauses bears to a
reasonable estimate of the probable Cost of the Work upon its
completion; Retainage to be 10% until 50% complete: 0% thereafter.
No retainage on Contractor's fee or General Conditions.
.4 subtract the aggregate of previous payments made by the Owner;
.5 subtract the shortfall, if any, indicated by the Contractor in the
documentation required by Paragraph 12.1.4 to substantiate prior
Applications for Payment, or resulting from errors subsequently
discovered by the Owner's accountants in such documentation; and
.6 subtract amounts, if any, for which the Architect has withheld or
nullified a Certificate for Payment as provided in Paragraph 9.5
of ALA Document A201-1997.
12.1.8 Except with the Owner's prior approval, payments to Subcontractors
shall be subject to retainage of not less than Ten percent (10%) The Owner
and the Contractor shall agree upon a mutually acceptable procedure for
review and approval of payments and retention for Subcontractors.
12.1.9 In taking action on the Contractor's Applications for Payment, the
Architect shall be entitled to rely on the accuracy and completeness of the
information furnished by the Contractor and shall not be deemed to
represent that the Architect has made a detailed examination, audit or
arithmetic verification of the documentation submitted in accordance with
Subparagraph 12.1.4 or other supporting data; that the Architect has made
exhaustive or continuous on-site inspections or that the Architect has made
examinations to ascertain how or for what purposes the Contractor has used
amounts previously paid on account of the Contract. Such examinations,
audits and verifications, if required by the Owner, will be performed by
the Owner's accountants acting in the sole interest of the Owner.
12.2 FINAL PAYMENT
12.2.1 Final payment, constituting the entire unpaid balance of the
Contract Sum, together with any shared savings amounts due in accordance
with Subparagraph 5.2.1 shall be made by the Owner to the Contractor when:
.1 the Contractor has fully performed the Contract except for the
Contractor's responsibility to correct Work as provided in
Subparagraph 12.2.2 of ALA Document A201-1997, and to satisfy
other requirements, if any, which extend beyond final payment;
and
.2 a final Certificate for Payment has been issued by the
Architect.
12.2.2 The Owner's final payment to the Contractor shall be made no later
than 30 days after the issuance of the Architect's final
Certificate for Payment, or as follows:
12.2.3 The Owner's accountants will review and report in writing on the
Contractor's final accounting within 30 days after delivery of the final
accounting to the Architect by the Contractor. Based upon such Cost of the
Work as the Owner's accountants report to be substantiated by the
Contractor's final accounting, and provided the other conditions of
Subparagraph 12.2.1 have been met, the Architect will, within seven days
after receipt of the written report of the Owner's accountants, either
issue to the Owner a final Certificate for Payment with a copy to the
Contractor, or notify the Contractor and Owner in writing of the
Architect's reasons for withholding a certificate as provided in
Subparagraph 9.5.1 of the AlA Document A201-1997. The time periods stated
in this Subparagraph 12.2.3 supersede those stated in Subparagraph 9.4.1 of
the ALA Document A201-1997.
12.2.4 If the Owner's accountants report the Cost of the Work as
substantiated by the Contractor's final accounting to be less than claimed
by the Contractor, the Contractor shall be entitled to demand arbitration
of the disputed amount without a further decision of the Architect. Such
demand for arbitration shall be made by the Contractor within 30 days after
the Contractor's receipt of a copy of the Architect's final Certificate for
Payment; failure to demand arbitration within this 30-day period shall
result in the substantiated amount reported by the Owner's accountants
becoming binding on the Contractor. Pending a final resolution by
arbitration, the Owner shall pay the Contractor the amount certified in the
Architect's final Certificate for Payment.
12.2.5 If, subsequent to final payment and at the Owner's request, the
Contractor incurs costs described in Article 7 and not excluded by Article
8 to correct defective or nonconforming Work, the Owner shall reimburse the
Contractor such costs and the Contractor's Fee applicable thereto on the
same basis as if such costs had been incurred prior to final payment, but
not in excess of the Guaranteed Maximum Price. If the Contractor has
participated in savings as provided in Paragraph 5.2, the amount of such
savings shall be recalculated and appropriate credit given to the Owner in
determining the net amount to be paid by the Owner to the Contractor.
ARTICLE 13 TERMINATION OR SUSPENSION
13.1 The Contract may be terminated by the Contractor, or by the Owner for
convenience, as provided in Article 14 of ALA Document A201-1997. However,
the amount to be paid to the Contractor under Subparagraph 14.1.3 of ALA
Document A201-1997 shall not exceed the amount the Contractor would be
entitled to receive under Paragraph 13.2 below, except that the
Contractor's Fee shall be calculated as if the Work had been fully
completed by the Contractor, including a reasonable estimate of the Cost of
the Work for Work not actually completed.
13.2 The Contract may be terminated by the Owner for cause as provided in
Article 14 of AlA Document A20 1-1997. The amount, if any, to be paid to
the Contractor under Subparagraph 14.2.4 of AlA Document A201-1997 shall
not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed
an amount calculated as follows:
13.2.1 Take the Cost of the Work incurred by the Contractor to the date
of termination;
13.2.2 Add the Contractor's Fee computed upon the Cost of the Work to the
date of termination at the rate stated in Subparagraph 5.1.2 or, if the
Contractor's Fee is stated as a fixed sum in that Subparagraph, an amount
that bears the same ratio to that fixed-sum Fee as the Cost of the Work at
the time of termination bears to a reasonable estimate of the probable Cost
of the Work upon its completion; and
13.2.3 Subtract the aggregate of previous payments made by the Owner.
13.3 The Owner shall also pay the Contractor fair compensation, either by
purchase or rental at the election of the Owner, for any equipment owned by
the Contractor that the Owner elects to retain and that is not otherwise
included in the Cost of the Work under Subparagraph 13.2.1. To the extent
that the Owner elects to take legal assignment of subcontracts and purchase
orders (including rental agreements), the Contractor shall, as a condition
of receiving the payments referred to in this Article 13, execute and
deliver all such papers and take all such steps, including the legal
assignment of such subcontracts and other contractual rights of the
Contractor, as the Owner may require for the purpose of fully vesting in
the Owner the rights and benefits of the Contractor under such subcontracts
or purchase orders.
13.4 The Work may be suspended by the Owner as provided in Article 14 of
AlA Document A201-1997; in such case, the Guaranteed Maximum Price and
Contract Time shall be increased as provided in Subparagraph 14.3.2 of ALA
Document A20 1-1997 except that the term "profit" shall be understood to
mean the Contractor's Fee as described in Subparagraphs 5.1.2 and Paragraph
6.4 of this Agreement.
ARTICLE 14 MISCELLANEOUS PROVISIONS
14.1 Where reference is made in this Agreement to a provision AlA Document
A201-1997 or another Contract Document, the reference refers to that
provision as amended or supplemented by other provisions of the Contract
Documents.
14.2 Payments due and unpaid under the Contract shall bear interest from
the date payment is due at Prime plus two points. (Insert rate 0/interest
agreed upon, if any.)
(Usury laws and requirements under the Federal Truth in Lending Act,
similar state and local consumer credit laws and other regulations at the
Owner's and Contractor's principal places of business, the location of the
Project and elsewhere may affect the validity of this provision. Legal
advice should be obtained with respect to deletions or modifications. and
also regarding requirements such as written disclosures or waivers.)
14.3 The Owner's representative is:
(Name, address and other information)
Lloyd Bussell, Kronos, Inc., 300 Billerica Road, Chelmsford, MA 01824
14.4 The Contractor's representative is:
(Name, address and other information.)
Robert J. Lyons, Jr., Cranshaw Construction, 2310 Washington Street,
Newton Lower Falls, MA 02462
14.5 Neither the Owner's nor the Contractor's representative shall be
changed without ten days' written notice to the other party.
14.6 Other provisions:
ARTICLE 15 ENUMERATION OF CONTRACT DOCUMENTS
15.1 The Contract Documents, except for Modifications issued after
execution of this Agreement, are enumerated as follows: See attached
Exhibit B - Plans and Specifications.
15.1.1 The Agreement is this executed 1997 edition of the Standard Form
of Agreement Between Owner and Contractor, AlA Document
Al 11-1997.
15.1.2 The General Conditions are the 1997 edition of the General
Conditions of the Contract for Construction, AlA Document
A201-1997.
15.1.3 The Supplementary and other Conditions of the Contract are those
contained in the Project Manual dated February 22.
1999, and are as follows:
Document Title Pages
15.1.4 The Specifications are those contained in the Project Manual dated
as in Subparagraph 15.1.3, and are as follows:
(Either list the Specifications here or refer to an exhibit attached to
this Agreement.)
Section Title Pages
See attached Exhibit B - Plans and Specifications
15.1.5 The Drawings are as follows, and are dated unless a different date
is shown below:
(Either list the Drawings here or refer to an exhibit attached to this
Agreement.)
Number Title Date
See attached Exhibit B - Plans and Specifications
15.1.6 The Addenda, if any, are as follows:
Number Date Pages
Portions of Addenda relating to bidding requirements are not part of the
Contract Documents unless the bidding requirements are also enumerated in
this Article 15.
15.1.7 Other Documents, if any, forming part of the Contract Documents are
as follows:
(List here any additional documents, such as a list of alternates that are
intended to form part of the Contract Documents. AlA Document A201-1997
provides that bidding requirements such as advertisement or invitation to
bid, Instructions to Bidders, sample forms and the Contractor's bid are not
part of the Contract Documents unless enumerated in this Agreement They
should be listed here only if intended to be part 0/the Contract
Documents.)
ARTICLE 16 INSURANCE AND BONDS
(List required limits of liability for insurance and bonds. AlA Document
A201-1997 gives other specific requirements for insurance and bonds.) As
listed in the Project Manual dated February 22. 1999. The Contractor shall
obtain payment and performance bonds from all subcontractors having a
subcontract value in excess of $100,000 with dual obligee rider in favor of
Owner.
This Agreement is entered into as of the day and year first written above and is
executed in at least three original copies, of which one is to be delivered to
the Contractor, one to the Architect for use in the administration of the
Contract, and the remainder to the Owner.
OWNER (Signature) CONTRACTOR (Signature)
/s/ Lloyd B. Bussell /s/ John Onufrak
Lloyd B. Bussell John Onufrak
Vice President, Manufacturing President
(Printed name and title) (Printed name and title)
General Conditions of the Contract for Construction
AlA Document A201 - 1997
1997 Edition - Electronic Format
This document has important legal consequences. Consultation with an
attorney is encouraged with respect to its completion or
modification. AUTHENTICATION
OF THIS ELECTRONICALLY DRAFTED AlA DOCUMENT MAY BE MADE BY
USING AlA DOCUMENT
D401.
This document has been approved and endorsed by The Associated General
Contractors of America.
Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966,1967, 1970,
1976, 1987, 01997 by The American Institute of Architects. Fifteenth Edition.
Reproduction of the material herein or substantial quotation of its provisions
without written permission of the AlA violates the copyright laws of the United
States and will subject the violator to legal prosecution.
TABLE OF ARTICLES
I. GENERAL PROVISIONS
2. OWNER
3. CONTRACTOR
4. ADMINISTRATION OF THE CONTRACT
5. SUBCONTRACTORS
6. CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
7. CHANGES 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
INDEX
Architect's Administration of the Contract
Acceptance of Nonconforming Work 3.1.3, 4.2, 4.3.4, 4.4, 9.4, 9.5
9.6.6, 9.9.3, 12.3 Architect's Approvals
Acceptance of Work 2.4, 3.1.3, 3.5.1, 3.10.2, 4.2.7
9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3 Architect's Authority to Reject Work
Access to Work 3.5.1, 4.2.6, 12.1.2, 12.2.1
3.16, 6.2.1, 12.1 Architect's Copyright
Accident Prevention 1.6
4.2.3, 10 Architect's Decisions
Acts and Omissions 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5,
4.4.6,
3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 4.3.8, 4.4.1, 8.3.1, 9.5.1, 4.5, 6.3, 7.3.6,
7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1,
10.2.5, 13.4.2, 13.7, 14.1 13.5.2, 14.2.2, 14.2.4
Addenda Architect's Inspections
1.1.1, 3.11 4.2.2,4.2.9, 4.3.4, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5
Additional Costs, Claims for Architect's Instructions
4.3.4,4.3.5, 4.3.6, 6.1.1, 10.3 3.2.3, 3.3.1, 4.2.6,4.2.7, 4.2.8, 7.4.1, 12.1, 13.5.2
Additional Inspections and Testing Architect's Interpretations
9.8.3, 12.2.1, 13.5 4.2.11,4.2.12,4.3.6
Additional Time, Claims for Architect's Project Representative
4.3.4, 4.3.7, 8.3.2 4.2.10
ADMINISTRATION OF THE CONTRACT Architect's Relationship with Contractor
3.1.3,4,9.4,9.5 1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1,
3.7.3, Advertisement or Invitation to Bid 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2,
4.1.3, 4.2, 4.3.4, 4.4.1,
1.1.1 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9,
Aesthetic Effect 10.2.6, 10.3, 11.3, 11.4.7, 12, 13.4.2, 13.5
4.2.13, 4.5.1 Architect's Relationship with Subcontractors
Allowances 1.1.2,4.2.3,4.2.4,4.2.6,9.6.3,9.6.4, 11.4.7
3.8 Architect's Representations
All-risk Insurance 9.4.2, 9.5.1, 9.10.1
11.4.1.1 Architect's Site Visits
Applications for Payment 4.2.2,4.2.5, 4.2.9,4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1,
13.5 4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10, Asbestos
11.1.3, 14.2.4, 14.4.3 10.3.1
Approvals Attorneys' Fees
2.4, 3.1.3, 3.5, 3.10.2, 3.12, 4.2.7, 9.3.2, 13.4.2, 13.5 3.18.1, 9.10.2, 10.3.3
Arbitration Award of Separate Contracts
4.3.3, 4.4, 4.5.1, 4.5.2, 4.6, 8.3.1, 9.7.1, 11.4.9, 11.4.10 6.1.1, 6.1.2
Architect Award of Subcontracts and Other Contracts for Portions of the
4.1 Work
Architect, Definition of 5.2
4. 1 .1 Basic Definitions
Architect, Extent of Authority 1.1
2.4, 3.12.7, 4.2, 4.3.6, 4.4, 5.2, 6.3, 7.1.2, 7.3.6, 7.4, 9.2, Bidding
Requirements 9.3.1, 9.4, 9.5, 9.8.3, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.5.1,
1.1.1, 1.1.7, 5.2.1, 11.5.1 13.5.2, 14.2.2, 14.2.4 Boiler and Machinery
Insurance
Architect, Limitations of Authority and Responsibility 11.4.2
2.1.1, 3.3.3, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1,4.2.2, Bonds, Lien
4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 4.4, 5.2.1, 7.4, 9.10.2
9.4.2, 9.6.4, 9.6.6 Bonds, Performance, and Payment
Architect's Additional Services and Expenses 7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
2.4, 11.4.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4 Building Permit
3.7.1
Capitalization
1.3
Certificate of Substantial Completion
9.8.3, 9.8.4, 9.8.5
Certificates for Payment Concealed or Unknown Conditions 4.2.5, 4.2.9, 9.3.3,
9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1, 4.3.4, 8.3.1, 10.3 9.10.3, 13.7,
14.1.1.3, 14.2.4 Conditions of the Contract
Certificates of Inspection, Testing or Approval 1.1.1, 1.1.7, 6.1.1, 6.1.4
13.5.4 Consent, Written
Certificates of Insurance 1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4,
9.3.2, 9.8.5, 9.10.2, 11.1.3 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2
Change Orders CONSTRUCTION BY OWNER OR BY SEPARATE 1.1.1, 2.4.1, 3.4.2, 3.8.2.3,
3.11.1, 3.12.8, 4.2.8, 4.3.4, 4.3.9, CONTRACTORS 5.2.3, 7.1, 7.2, 7.3, 8.3.1,
9.3.1.1, 9.10.3, 11.4.1.2, 11.4.4, 1.1.4,6 11.4.9, 12.1.2 Construction Change
Directive, Definition of
Change Orders, Definition of 7.3.1
7.2.1 Construction Change Directives
CHANGES IN THE WORK 1.1.1, 3.12.8, 4.2.8, 4.3.9, 7.1, 7.3, 9.3.1.1
3.11, 4.2.8,7, 8.3.1, 9.3.1.1, 11.4.9 Construction Schedules, Contractor's
Claim, Definition of 1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
4.3.1 Contingent Assignment of Subcontracts
Claims and Disputes 5.4,14.2.2.2
3.2.3, 4.3,4.4,4.5,4.6, 6.1.1, 6.3, 7.3.8, 9.3.3, 9.10.4, Continuing Contract Performance
10.3.3 4.3.3
Claims and Timely Assertion of Claims Contract, Definition of
4.6.5 1.1.2
Claims for Additional Cost CONTRACT, TERMINATION OR SUSPENSION OF THE
3.2.3, 4.3.4, 4.3.5,4.3.6,6.1.1,7.3.8, 10.3.2 5.4.1.1, 11.4.9,14
Claims for Additional Time Contract Administration
3.2.3, 4.3.4, 4.3.7, 6.1.1, 8.3.2, 10.3.2 3.1.3,4, 9.4, 9.5
Claims for Concealed or Unknown Conditions Contract Award and Execution, Conditions Relating to
4.3.4 3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.4.6, 11.5.1
Claims for Damages Contract Documents, The 3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3,
9.5.1, 9.6.7, 10.3.3, 11.1.1, 1.1, 1.2 11.4.5, 11.4.7, 14.1.3, 14.2.4
Contract Documents, Copies Furnished and Use of
Claims Subject to Arbitration 1.6, 2.2.5, 5.3
4.4.1, 4.5.1, 4.6.1 Contract Documents, Definition of
Cleaning Up 1.1.1
3.15, 6.3 Contract Sum
Commencement of Statutory Limitation Period 3.8, 4.3.4, 4.3.5, 4.4.5, 5.2.3,
7.2, 7.3, 7.4, 9.1, 9.4.2, 13.7 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.4.1, 14.2.4,
14.3.2
Commencement of the Work, Conditions Relating to Contract Sum, Definition of
2.2.1, 3.2.1, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 4.3.5, 5.2.1, 5.2.3, 9.1
6.2.2,8.1.2,8.2.2,8.3.1,11.1, 11.4.1,11.4.6, 11.5.1 ContractTime
Commencement of the Work, Definition of 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1.3, 7.3, 7.4, 8.1.1, 8.2,
8.3.1,
8.1.2 9.5.1, 9.7, 10.3.2, 12.1.1, 14.3.2
Communications Facilitating Contract Administration Contract Time, Definition of
3.9.1, 4.2.4 8.1.1
Completion, Conditions Relating to CONTRACTOR 1.6.1, 3.4.1, 3.11, 3.15, 4.2.2,
4.2.9, 8.2, 9.4.2, 9.8, 9.9.1, 3
9.10, 12.2, 13.7, 14.1.2 Contractor, Definition of
COMPLETION, PAYMENTS AND 3.1, 6.1.2
9 Contractor's Construction Schedules
Completion, Substantial 1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 9.10.4.2, Contractor's
Employees
12.2, 13.7 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3,
Compliance with Laws 11.1.1, 11.4.7, 14.1, 14.2.1.1,
1.6.1, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6.4, 4.6.6,
Contractor's Liability Insurance 9.6.4, 10.2.2, 11.1, 11.4, 13.1, 13.4,
13.5.1, 13.5.2, 13.6, 11.1 14.1.1, 14.2.1.3 Contractor's Relationship with
Separate Contractors and Owner's
Forces 11.4.5, 11.4.7, 14.1.3, 14.2.4
3.12.5, 3.14.2, 4.2.4, 6, 11.4.7, 12.1.2, 12.2.4 Damages for Delay
Contractor's Relationship with Subcontractors 6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2
1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2, 11.4.1.2, Date of
Commencement of the Work, Definition of 11.4.7, 11.4.8 8.1.2
Contractor's Relationship with the Architect Date of Substantial Completion,
Definition of 1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1,
3.7.3, 8.1.3 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 4.3.4, 4.4.1,
Day, Definition of 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, .5, 9.7, 9.8,
9.9, 8.1.4 10.2.6, 10.3, 11.3, 11.4.7, 12, 13.4.2, 13.5 Decisions of the
Architect
Contractor's Representations 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5,
4.4.6,
1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4,
9.9.1,
Contractor's Responsibility for Those Performing the Work 13.5.2, 14.2.2, 14.2.4
3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10 Decisions to
Withhold Certification Contractor's Review of Contract Documents 9.4.1, 9.5,9.7,
14.1.1.3
1.5.2, 3.2, 3.7.3 Defective or Nonconforming Work, Acceptance, Rejection and
Contractor's Right to Stop the Work Correction of
9.7 2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, 9.9.3,
Contractor's Right to Terminate the Contract 9.10.4, 12.2.1, 13.7.1.3
4.3.10, 14.1 Defective Work, Definition of Contractor's Submittals 3.5.1
3.10,3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8.2, Definitions
9.8.3,9.9.1,9.10.2,9.10.3, 11.1.3,11.5.2 1.1, 2.1.1, 3.1, 3.5.1, 3.12.l,
3.12.2, 3.12.3, 4.l.1, 4.3.1, 5.1, Contractor's Superintendent 6.1.2, 7.2.1,
7.3.1, 7.3.6, 8.1, 9.1, 9.8.1
3.9, 10.2.6 Delays and Extensions of Time
Contractor's Supervision and Construction Procedures 3.2.3, 4.3.1, 4.3.4,
4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 1.2.2, 3.3, 3.4, 3.12.10,
4.2.2,4.2.7, 4.3.3, 6.1.3, 6.2.4, 7.1.3, 7.5.1, 8.3, 9.5.1, 9.7.1, 10.3.2,
10.6.1, 14.3.2 7.3.4, 7.3.6, 8.2, 10,12, 14 Disputes
Contractual Liability Insurance 4.1.4, 4.3, 4.4, 4.5, 4.6, 6.3, 7.3.8 11.1.1.8, 11.2, 11.3
Documents and Samples at the Site
Coordination and Correlation 3.11
1.2, 1.5.2, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1 Drawings, Definition of
Copies Furnished of Drawings and Specifications 1.1.5
1.6, 2.2.5, 3.11 Drawings and Specifications, Use and Ownership of Copyrights
1.1.1, 1.3, 2.2.5, 3.11, 5.3
1.6, 3.17 Effective Date of Insurance Correction of Work 8.2.2, 11.1.2 2.3,
2.4, 3.7.4, 4.2.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2, Emergencies
13.7.1.3 4.3.5, 10.6, 14.1.1.2
Correlation and Intent of the Contract Documents Employees, Contractor's
1.2 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3,
Cost, Definition of 11.1.1, 11.4.7, 14.1,14.2.1.1
7.3.6 Equipment, Labor, Materials and
Costs 1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1,
4.2.6,
2.4, 3.2.3, 3.7.4, 3.8.2, 3.15.2, 4.3, 5.4.2, 6.1.1, 6.2.3, 4.2.7, 5.2.1,
6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1,
7.3.3.3, 7.3.6, 7.3.7, 7.3.8, 9.10.2, 10.3.2, 10.5, 11.3, 11.4, 10.2.4,
14.2.1.2 12.1, 12.2.1,12.2.4,13.5,14 Execution and Progress of the Work
Cutting and Patching 1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3, 3.4, 3.5, 3.7,
3.10,
6.2.5, 3.14 3.12, 3.14, 4.2.2, 4.2.3, 4.3.3, 6.2.2, 7.1.3, 7.3.4, 8.2, 9.5,
Damage to Construction of Owner or Separate Contractors 9.9.1, 10.2, 10.3, 12.2,
14.2, 14.3
3.14.2, 6.2.4, 9.2.1.5, 10.2.1.2, 10.2.5, 10.6, 11.1, 11.4, Extensions of Time
12.2.4 3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3, 7.4.1,
9.5.1,
Damage to the Work 9.7.1, 10.3.2, 10.6.1, 14.3.2
3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.6, 11.4, 12.2.4 Failure of Payment
Damages, Claims for 4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6 3.2.3,
3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, Faulty Work
(See Defective or Nonconforming Work) 9.9.1, 11.4.1.5
Final Completion and Final Payment Insurance Companies, Settlement with
4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5, 11.4.10
12.3.1, 13.7, 14.2.4, 14.4.3 Intent of the Contract Documents
Financial Arrangements, Owner's 1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4
2.2.1, 13.2.2, 14.1.1.5 Interest
Fire and Extended Coverage Insurance 13.6
11.4 Interpretation
GENERAL PROVISIONS 1.2.3, 1.4,4.1.1,4.3.1, 5.1, 6.1.2, 8.1.4
I Interpretations, Written
Governing Law 4.2.11, 4.2.12, 4.3.6
13.1 Joinder and Consolidation of Claims Required
Guarantees (See Warranty) 4.6.4
Hazardous Materials Judgment on Final Award
10.2.4, 10.3, 10.5 4.6.6
Identification of Contract Documents Labor and Materials, Equipment
1.5.1 1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 42.6,
Identification of Subcontractors and Suppliers 4.2.7, 5.2.1, 6.2.1, 7.3.6,
9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1,
5.2.1 10.2.4, 14.2.1.2
Indemnification Labor Disputes
3.17, 3.18,9.10.2, 10.3.3, 10.5, 11.4.1.2, 11.4.7 8.3.1
Information and Services Required of the Owner Laws and Regulations
2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4, 1.6, 3.2.2,
3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6, 9.6.4, 6.2.5, 9.3.2, 9.6.1,
9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 9.9.1, 10.2.2, 11.1, 11.4, 13.1,
13.4, 13.5.1, 13.5.2, 13.6, 14 13.5.1, 13.5.2, 14.1.1.4, 14.1.4 Liens
Injury or Damage to Person or Property 2.1.2, 4.4.8, 8.2.2, 9.3.3, 9.10
4.3.8, 10.2, 10.6 Limitation on Consolidation or Joinder
Inspections 4.6.4 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.2, 9.8.3,
Limitations, Statutes of 9.9.2, 9.10.1, 12.2.1, 13.5 4.6.3, 12.2.6, 13.7
Instructions to Bidders Limitations of Liability
1.1.1 2.3, 3.2.1, 3.5.1, 3.7.3, 3.12.8, 3.12.10, 3.17, 3.18, 4.2.6,
Instructions to the Contractor 4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7,
9.10.4, 10.3.3,
3.2.3, 3.3.1, 3.8.1, 4.2.8, 5.2.1,7, 12, 8.2.2, 13.5.2 10.2.5, 11.1.2,
11.2.1, 11.4.7, 12.2.5, 13.4.2 Insurance Limitations of Time
3.18.1, 6.1.1, 7.3.6, 8.2.1, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 9.10.5, 2.1.2, 2.2,
2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7,
11 4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1,
Insurance, Boiler and Machinery 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10,
11.1.3, 11.4.1.5,
11.4.2 11.4.6, 11.4.10, 12.2, 13.5, 13.7, 14
Insurance, Contractor's Liability Loss of Use Insurance
11.1 11.4.3
Insurance, Effective Date of Material Suppliers
8.2.2, 11.1.2 1.6, 3.12.1, 4.2.4,4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5
Insurance, Loss of Use Materials, Hazardous
11.4.3 10.2.4, 10.3, 10.5
Insurance, Owner's Liability Materials, Labor, Equipment and
11.2 1.1.3, 1.1.6, 1.6.1, 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12, 3.13, Insurance,
Project Management Protective Liability 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1,
7.3.6, 9.3.2, 9.3.3, 9.5.1.3,
11.3 9.10.2, 10.2.1, 10.2.4, 14.2.1.2
Insurance, Property Means, Methods, Techniques, Sequences and Procedures of
10.2.5, 11.4 Construction
Insurance, Stored Materials 3.3.1, 3.12.10, 4.2.2,4.2.7, 9.4.2
9.3.2, 11.4.1.4 Mechanic's Lien
INSURANCE AND BONDS 4.4.8
11 Mediation
Insurance Companies, Consent to Partial Occupancy 4.4.1, 4.4.5, 4.4.6, 4.4.8, 4.5, 4.6.1, 4.6.2, 8.3.1, 10.5
Minor Changes in the Work 11.4.3
1.1.1, 3.12.8, 4.2.8, 4.3.6, 7.1, 7.4 Owner's Relationship with
Subcontractors MISCELLANEOUS PROVISIONS 1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2,
14.2.2
13 Owner's Right to Carry Out the Work
Modifications, Definition of 2.4, 12.2.4. 14.2.2.2
1.1.1 Owner's Right to Clean Up
Modifications to the Contract 6.3
1.1.1, 1.1.2, 3.7.3,3.11,4.1.2,4.2.1,5.2.3,7, 8.3.1, 9.7, Owner's Right to
Perform Construction and to Award Separate 10.3.2, 11.4.1 Contracts
Mutual Responsibility 6.1
6.2 Owner's Right to Stop the Work
Nonconforming Work, Acceptance of 2.3
9.6.6, 9.9.3, 12.3 Owner's Right to Suspend the Work
Nonconforming Work, Rejection and Correction of 14.3
2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2.1, Owner's
Right to Terminate the Contract 13.7.1.3 14.2
Notice Ownership and Use of Drawings, Specifications and Other 2.2.1, 2.3, 2.4,
3.2.3, 3.3.1, 3.7.2, 3.7.4, 3.12.9, 4.3, 4.4.8, Instruments of Service 4.6.5,
5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 11.1.3, 11.4.6, 12.2.2, 1.1.1,
1.6,2.2.5,3.2.1, 3.11.1, 3.17.1, 4.2.12, 5.3 12.2.4, 13.3, 13.5.1, 13.5.2,
14.1, 14.2 Partial Occupancy or Use
Notice, Written 9.6.6, 9.9, 11.4.1.5 2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3,
4.4.8, 4.6.5, 5.2.1, Patching, Cutting and 8.2.2, 9.7, 9.10, 10.2.2, 10.3,
11.1.3, 11.4.6, 12.2.2, 12.2.4, 3.14,6.2.5 13.3,14 Patents
Notice of Testing and Inspections 3.17
13.5.1, 13.5.2 Payment, Applications for
Notice to Proceed 4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10.1,
8.2.2 9.10.3,9.10.5, 11.1.3, 14.2.4, 14.4.3
Notices, Permits, Fees and Payment, Certificates for
2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1,
9.6.6, 9.7.1, 9.10.1, Observations, Contractor's 9.10.3, 13.7, 14.1.1.3, 14.2.4
1.5.2, 3.2, 3.7.3, 4.3.4 Payment, Failure of
Occupancy 4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6
2.2.2, 9.6.6, 9.8, 11.4.1.5 Payment, Final
Orders, Written 4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1,
11.4.5,
1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 12.3.1, 13.7,
14.2.4, 14.4.3 14.3.1 Payment Bond, Performance Bond and
OWNER 7.3.6.4, 9.6.7, 9.10.3, 11.4.9,11.5
2 Payments, Progress
Owner, Definition of 4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3
2.1 PAYMENTS AND COMPLETION
Owner, Information and Services Required of the 9
2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4, Payments to Subcontractors
6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 5.4.2,
9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8, 14.2.1.2 13.5.1, 13.5.2,
14.1.1.4, 14.1.4 PCB
Owner's Authority 10.3.1
1.6, 2.1.1, 2.3, 2.4, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.1.3,
Performance Bond and Payment Bond 4.2.4, 4.2.9, 4.3.6, 4.4.7, 5.2.1, 5.2.4,
5.4.1, 6.1, 6.3, 7.2.1, 7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5 7.3.1, 8.2.2,
8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.9.1, 9.10.2, 10.3.2, Permits, Fees and
Notices 11.1.3, 11.3.1, 11.4.3, 11.4.10, 12.2.2, 12.3.1, 13.2.2, 14.3,
2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2
14.4 PERSONS AND PROPERTY, PROTECTION OF
Owner's Financial Capability 10
2.2.1, 13.2.2, 14.1.1.5 Polychlorinated Biphenyl
Owner's Liability Insurance 10.3.1
11.2 Product Data, Definition of
Owner's Loss of Use Insurance 3.12.2
Product Data and Samples, Shop Drawings Safety Precautions and Programs 3.11,
3.12, 4.2.7 3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.6
Progress and Completion Samples, Definition of
4.2.2, 4.3.3, 8.2, 9.8, 9.9.1, 14.1.4 3.12.3
Progress Payments Samples, Shop Drawings, Product Data and
4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3 3.11, 3.12,4.2.7
Project, Definition of the Samples at the Site, Documents and
1.1.4 3.11
Project Management Protective Liability Insurance Schedule of Values
11.3 9.2,9.3.1
Project Manual, Definition of the Schedules, Construction
1.1.7 1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
Project Manuals Separate Contracts and Contractors
2.2.5 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 4.6.4, 6, 8.3.1, 11.4.7, Project
Representatives 12.1.2, 12.2.5
4.2.10 Shop Drawings, Definition of Property Insurance 3.12.1 10.2.5, 11.4
Shop Drawings, Product Data and Samples PROTECTION OF PERSONS AND
PROPERTY 3.11, 3.12,4.2.7
10 Site, Use of
Regulations and Laws 3.13, 6.1.1, 6.2.1
1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6, 9.6.4, Site Inspections
9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14 1.2.2,
3.2.1, 3.3.3, 3.7.1, 4.2, 4.3.4, 9.4.2, 9.10.1, 13.5 Rejection of Work Site
Visits, Architect's
3.5.1, 4.2.6, 12.2.1 4.2.2,4.2.9,4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5
Releases and Waivers of Liens Special Inspections and Testing
9.10.2 4.2.6, 12.2.1, 13.5
Representations Specifications, Definition of the
1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.8.2, 1.1.6
9.10.1 Specifications, The
Representatives 1.1.1, 1.1.6, 1.1.7, 1.2.2, 1.6, 3.11, 3.12.10, 3.17
2.1.1, 3.1.1, 3.9,4.1.1,4.2.1,4.2.10, 5.1.1, 5.1.2, 13.2.1 Statute of Limitations
Resolution of Claims and Disputes 4.6.3, 12.2.6, 13.7
4.4, 4.5, 4.6 Stopping the Work
Responsibility for Those Performing the Work 2.3, 4.3.6, 9.7, 10.3, 14.1 3.3.2,
3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10 Stored Materials
Retainage 6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4
9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3 Subcontractor, Definition of
Review of Contract Documents and Field Conditions by 5.1.1
Contractor SUBCONTRACTORS
1.5.2, 3.2, 3.7.3, 3.12.7, 6.1.3 5
Review of Contractor's Submittals by Owner and Architect Subcontractors, Work by
3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2 1.2.2, 3.3.2,
3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 Review of Shop Drawings, Product
Data and Samples by Subcontractual Relations Contractor 5.3, 5.4, 9.3.1.2, 9.6,
9.10 10.2.1, 11.4.7, 11.4.8, 14.1,
3.12 14.2.1, 14.3.2
Rights and Remedies Submittals
1.1.2, 2.3, 2.4, 3.5.1, 3.15.2, 4.2.6, 4.3.4, 4.5, 4.6, 5.3, 5.4, 1.6, 3.10,
3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8,
6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 9.9.1,
9.10.2, 9.10.3, 11.1.3 13.4, 14 Subrogation, Waivers of
Royalties, Patents and Copyrights 6.1.1, 11.4.5, 11.4.7
3.17 Substantial Completion
Rules and Notices for Arbitration 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3,
9.10.4.2,
4.6.2 12.2, 13.7
Safety of Persons and Property Substantial Completion, Definition of
10.2, 10.6 9.8.1
Substitution of Subcontractors 11.4.6, 11.4.10, 12.2, 13.5, 13.7, 14
5.2.3, 5.2.4 Time Limits on Claims
Substitution of Architect 4.3.2,4.3.4, 4.3.8,4.4,4.5,4.6
4.1.3 Title to Work
Substitutions of Materials 9.3.2, 9.3.3
3.4.2, 3.5.1, 7.3.7 UNCOVERING AND CORRECTION OF WORK
Sub-subcontractor, Definition of 12
5.1.2 Uncovering of Work
Subsurface Conditions 12.1
4.3.4 Unforeseen Conditions
Successors and Assigns 4.3.4, 8.3.1, 10.3
13.2 Unit Prices
Superintendent 4.3.9, 7.3.3.2
3.9, 10.2.6 Use of Documents
Supervision and Construction Procedures 1.1.1, 1.6, 2.2.5, 3.12.6, 5.3
1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3, 6.2.4, Use of Site
7.1.3, 7.3.6, 8.2, 8.3.1, 9.4.2, 10, 12, 14 3.13, 6.1.1, 6.2.1
Surety Values, Schedule of
4.4.7, 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2 9.2, 9.3.1
Surety, Consent of Waiver of Claims by the Architect
9.10.2, 9.10.3 13.4.2
Surveys Waiver of Claims by the Contractor
2.2.3. 4.3.10,9.10.5, 11.4.7, 13.4.2
Suspension by the Owner for Convenience Waiver of Claims by the Owner
14.4 4.3.10, 9.9.3, 9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7,
12.2.2.1,
Suspension of the Work 13.4.2, 14.2.4
5.4.2, 14.3 Waiver of Consequential Damages
Suspension or Termination of the Contract 4.3.10, 14.2.4
4.3.6, 5.4.1.1, 11.4.9, 14 Waiver of Liens
Taxes 9.10.2, 9.10.4
3.6, 3.8.2.1, 7.3.6.4 Waivers of Subrogation
Termination by the Contractor 6.1.1, 11.4.5, 11.4.7
4.3.10, 14.1 Warranty
Termination by the Owner for Cause 3.5, 4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2,
4.3.10, 5.4.1.1, 14.2 13.7.1.3
Termination of the Architect Weather Delays
4.1.3 4.3.7.2
Termination of the Contractor Work, Definition of
14.2.2 1.1.3
TERMINATION OR SUSPENSION OF THE CONTRACT Written Consent
14 1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5, Tests and
Inspections 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2
3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, Written Interpretations
10.3.2, 11.4.1.1, 12.2.1,13.5 4.2.11,4.2.12,4.3.6
TIME Written Notice
8 2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1, Time,
Delays and Extensions of 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2,
12.2.4,
3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 13.3, 14
7.5.1, 8.3,9.5.1,9.7.1,10.3.2, 10.6.1, 14.3.2 Written Orders
Time Limits 1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 2.1.2,
2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 14.3.1 4.3, 4.4,
4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5,
9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5,
ARTICLE I GENERAL PROVISIONS
1.1 BASIC DEFINITIONS
1.1.1 THE CONTRACT DOCUMENTS
The Contract Documents consist of the Agreement between Owner and
Contractor (hereinafter the Agreement), Conditions of the Contract
(General, Supplementary and other Conditions), Drawings, Specifications,
Addenda issued prior to execution of the Contract, other documents listed
in the Agreement and Modifications issued after execution of the Contract.
A Modification is (1) a written amendment to the Contract signed by both
parties, (2) a Change Order, (3) a Construction Change Directive or (4) a
written order for a minor change in the Work issued by the Architect.
Unless specifically enumerated in the Agreement, the Contract Documents do
not include 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
represents the entire and integrated agreement between the parties hereto
and supersedes prior negotiations, representations or agreements, either
written or oral. The Contract may be amended or modified only by a
Modification. The Contract Documents shall not be construed to create a
contractual relationship of any kind (1) between the Architect and
Contractor, (2) between the Owner and a Subcontractor or Sub-subcontractor,
(3) between the Owner and Architect or (4) between any persons or entities
other than the Owner and Contractor. The Architect shall, however, be
entitled to performance and enforcement of obligations under the Contract
intended to facilitate performance of the Architect's duties.
1.1.3 THE WORK
The term "Work" means the construction and services required by the
Contract Documents, whether completed or partially completed, and includes
all other labor, materials, equipment and services provided or to be
provided by the Contractor to fulfill the Contractor's obligations. The
Work may constitute the whole or a part of the Project.
1.1.4 THE PROJECT
The Project is the total construction of which the Work performed under the
Contract Documents may be the whole or a part and which may include
construction by the Owner or by separate contractors.
1.1.5 THE DRAWINGS
The Drawings are the graphic and pictorial portions of the Contract
Documents showing the design, location and dimensions of the Work,
generally including plans, elevations, sections, details, schedules and
diagrams.
1.1.6 THE SPECIFICATIONS
The Specifications are that portion of the Contract Documents consisting of
the written requirements for materials, equipment, systems, standards and
workmanship for the Work, and performance of related services.
1.1.7 THE PROJECT MANUAL
The Project Manual is a volume assembled for the Work which may include the
bidding requirements, sample forms, Conditions of the Contract and
Specifications.
1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS
1.2.1 The intent of the Contract Documents is to include all items
necessary for the proper execution and completion of the Work by the
Contractor. The Contract Documents are complementary, and what is required
by one shall be as binding as if required by all; performance by the
Contractor shall be required only to the extent consistent with the
Contract Documents and reasonably inferable from them as being necessary to
produce the indicated results.
1.2.2 Organization of the Specifications into divisions, sections and
articles, and arrangement of Drawings shall not control the Contractor in
dividing the Work among Subcontractors or in establishing the extent of
Work to be performed by any trade.
1.2.3 Unless otherwise stated in the Contract Documents, words which have
well-known technical or construction industry meanings are used in the
Contract Documents in accordance with such recognized meanings.
1.3 CAPITALIZATION
1.3.1 Terms capitalized in these General Conditions include those which are
(1) specifically defined, (2) the titles of
numbered articles and identified references to Paragraphs, Subparagraphs
and Clauses in the document or (3) the titles of other documents published
by the American Institute of Architects.
1.4 INTERPRETATION
1.4.1 In the interest of brevity the Contract Documents frequently omit
modifying words such as "all" and "any" and articles such as "the" and
"an," but the fact that a modifier or an article is absent from one
statement and appears in another is not intended to affect the
interpretation of either statement.
1.5 EXECUTION OF CONTRACT DOCUMENTS
1.5.1 The Contract Documents shall be signed by the Owner and Contractor.
If either the Owner or Contractor or both do not sign all the Contract
Documents, the Architect shall identify such unsigned Documents upon
request.
1.5.2 Execution of the Contract by the Contractor is a representation that
the Contractor has visited the site, become generally familiar with local
conditions under which the Work is to be performed and correlated personal
observations with requirements of the Contract Documents. Execution of the
Contract by the Owner is a representation that the Owner has made adequate
arrangements to fund the Project and has performed or fulfilled any
requirements or conditions for commencement of the Project except for those
requirements and conditions which by the terms hereof are the
responsibility of the Contractor.
1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS
OF SERVICE
1.6.1 The Drawings, Specifications and other documents, including those in
electronic form, prepared by the Architect and the Architect's consultants
are Instruments of Service through which the Work to be executed by the
Contractor is described. The Contractor may retain one record set. Neither
the Contractor nor any Subcontractor, Sub-subcontractor or material or
equipment supplier shall own or claim a copyright in the Drawings,
Specifications and other documents prepared by the Architect or the
Architect's consultants, and unless otherwise indicated the Architect and
the Architect's consultants shall be deemed the authors of them and will
retain all common law, statutory and other reserved rights, in addition to
the copyrights. All copies of Instruments of Service, except the
Contractor's record set, shall be returned or suitably accounted for to the
Architect, on request, upon completion of the Work. The Drawings,
Specifications and other documents prepared by the Architect and the
Architect's consultants, and copies thereof furnished to the Contractor,
are for use solely with respect to this Project. They are not to be used by
the Contractor or any Subcontractor, Sub-subcontractor or material or
equipment supplier on other projects or for additions to this Project
outside the scope of the Work without the specific written consent of the
Owner, Architect and the Architect's consultants. The Contractor,
Subcontractors, Sub-subcontractors and material or equipment suppliers are
authorized to use and reproduce applicable portions of the Drawings,
Specifications and other documents prepared by the Architect and the
Architect's consultants appropriate to and for use in the execution of
their Work under the Contract Documents. All copies made under this
authorization shall bear the statutory copyright notice, if any, shown on
the Drawings, Specifications and other documents prepared by the Architect
and the Architect's consultants. Submittal or distribution to meet official
regulatory requirements or for other purposes in connection with this
Project is not to be construed as publication in derogation of the
Architect's or Architect's consultants' copyrights or other reserved
rights.
ARTICLE 2 OWNER
2.1 GENERAL
2.1.1 The Owner is the person or entity identified as such in the Agreement
and is referred to throughout the Contract Documents as if singular in
number. The Owner shall designate in writing a representative who shall
have express authority to bind the Owner with respect to all matters
requiring the Owner's approval or authorization. Except as otherwise
provided in Subparagraph 4.2.1, the Architect does not have such authority.
The term "Owner" means the Owner or the Owner's authorized representative.
2.1.2 The Owner shall furnish to the Contractor within fifteen days after
receipt of a written request, information necessary and relevant for the
Contractor to evaluate, give notice of or enforce mechanic's lien rights.
Such information shall include a correct statement of the record legal
title to the property on which the Project is located, usually referred to
as the site, and the Owner's interest therein.
2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER
2.2.1 The Owner shall, at the written request of the Contractor, prior to
commencement of the Work and thereafter, furnish to the Contractor
reasonable evidence that financial arrangements have been made to fulfill
the Owner's obligations under the Contract. Furnishing of such evidence
shall be a condition precedent to commencement or continuation of the Work.
After such
evidence has been furnished, the Owner shall not materially vary such
financial arrangements without prior notice to the Contractor. - Without
limitin2.ih~ foregoin2. the Owner shall provide evidence of financial
arran2ements in each instance of a Chan2e Order that increases the Contract
Sum by $25.000 or more.
2.2.2 Except for permits and fees, including those required under
Subparagraph 3.7.1, which are the responsibility of the Contractor under
the Contract Documents, the Owner shall secure and pay for necessary
approvals, easements, assessments and charges required for construction,
use or occupancy of permanent structures or for permanent changes in
existing facilities.
2.2.3 The Owner shall furnish surveys describing physical characteristics,
legal limitations and utility locations for the site of the Project, and a
legal description of the site. The Contractor shall be entitled to rely on
the accuracy of information furnished by the Owner but shall exercise
proper precautions relating to the safe performance of the Work.
2.2.4 Information or services required of the Owner by the Contract
Documents shall be furnished by the Owner with reasonable promptness. Any
other information or services relevant to the Contractor's performance of
the Work under the Owner's control shall be furnished by the Owner after
receipt from the Contractor of a written request for such information or
services and within the period of time reasonably requested.
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 are reasonably necessary for execution of the Work.
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 the Contract Documents as required by Paragraph
12.2 or persistently fails to carry out Work in accordance with the
Contract Documents, the Owner may issue a written order to the Contractor
to stop the Work, or any portion thereof, until the cause for such order
has been eliminated; however, the right of the Owner to stop the Work shall
not give rise to a duty on the part of the Owner to exercise this right for
the benefit of the Contractor or any other person or entity, except to the
extent required by Subparagraph 6.1.3.
2.4 OWNERS RIGHT TO CARRY OUT THE WORK
2.4.1 If the Contractor. defaults or neglects to carry out the Work in
accordance with the Contract Documents and fails within a seven-day period
after receipt of written notice from the Owner to commence and continue
correction of such default or neglect with diligence and promptness, the
Owner may after such seven-day period give the Contractor a second written
notice to correct such deficiencies within seven-day period. If the
Contractor within such seven-day period after receipt of such second notice
fails to commence and continue to correct any deficiencies, the Owner may,
without prejudice to other remedies the Owner may have, correct such
deficiencies. In such case an appropriate Change Order shall be issued
deducting from payments then or thereafter due the Contractor the
reasonable cost of correcting such deficiencies, including Owner s expenses
and compensation for the Architect's additional services made necessary by
such default, neglect or failure. Such action by the Owner and amounts
charged to the Contractor are both subject to prior approval of the
Architect. If payments then or thereafter due the Contractor are not
sufficient to cover such amounts, the Contractor shall pay the difference
to the Owner.
ARTICLE 3 CONTRACTOR
3.1 GENERAL
3.1.1 The Contractor is the person or entity identified as such in the
Agreement and is referred to throughout the Contract Documents as if
singular in number. The term "Contractor" means the Contractor or the
Contractor's authorized representative.
3.1.2 The Contractor shall perform the Work in accordance with the Contract
Documents.
3.1.3 The Contractor shall not be relieved of obligations to perform the
Work in accordance with the Contract Documents by activities or duties of
the Architect in the Architect's administration of the Contract, but shall
be entitled to rely upon tests, inspections or approvals required or
performed by the Architect, Owner, or consultants of either of them.
3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR
3.2.1 Since the Contract Documents are complementary, before starting each
portion of the Work, the Contractor shall carefully study and compare the
various Drawings and other Contract Documents relative to that portion of
the Work, as well as
the information furnished by the Owner pursuant to Subparagraph 2.2.3, shall
take field measurements of any existing conditions related to that portion
of the Work and shall observe any conditions at the site affecting it. These
obligations are for the purpose of facilitating construction by the
Contractor and are not for the purpose of discovering errors, omissions, or
inconsistencies in the Contract Documents; however, any errors,
inconsistencies or omissions discovered by the Contractor shall be reported
promptly to the Architect as a request for information in such form as the
Architect may require.
3.2.2 Any design errors or omissions noted by the Contractor during this
review shall be reported promptly to the Architect, but it is recognized
that the Contractor's review is made in the Contractor's capacity as a
contractor and not as a licensed design professional unless otherwise
specifically provided in the Contract Documents. The Contractor is not
required to ascertain that the Contract Documents are in accordance with
applicable laws, statutes, ordinances, building codes, and rules and
regulations, but any nonconformity discovered by or made known to the
Contractor shall be reported promptly to the Architect.
3.2.3 If the Contractor believes that additional cost or time is involved
because of clarifications or instructions issued by the Architect in
response to the Contractor's notices or requests for information pursuant
to Subparagraphs 3.2.1 and 3.2.2, the Contractor shall make Claims as
provided in Subparagraphs 4.3.6 and 4.3.7. If the Contractor without
justification fails to perform the obligations of Subparagraphs 3.2.1 and
3.2.2, the Contractor shall pay such costs and damages to the Owner as
would have been avoided if the Contractor had performed such obligations.
The Contractor shall not be liable to the Owner or Architect for damages
resulting from errors, inconsistencies or omissions in the Contract
Documents or for differences between field measurements or conditions and
the Contract Documents unless the Contractor recognized such error,
inconsistency, omission or difference and knowingly failed to report it to
the Architect.
3.3 SUPERVISION AND CONSTRUCTION PROCEDURES
3.3.1 The Contractor shall supervise and direct the Work, using the
Contractor's best skill and attention. The Contractor shall be solely
responsible for and have control over construction means, methods,
techniques, sequences and procedures and for coordinating all portions of
the Work under the Contract, unless the Contract Documents give other
specific instructions concerning these matters. If the Contract Documents
give specific instructions concerning construction means, methods,
techniques, sequences or procedures, the Contractor shall evaluate the
jobsite safety thereof and, except as stated below, shall be fully and
solely responsible for the jobsite safety of such means, methods,
techniques, sequences or procedures. If the Contractor determines that such
means, methods, techniques, sequences or procedures may not be safe, the
Contractor shall give timely written notice to the Owner and Architect and
shall not proceed with that portion of the Work without further written
instructions from the Architect. If the Contractor is then instructed to
proceed with the required means, methods, techniques, sequences or
procedures without acceptance of changes proposed by the Contractor, the
Architect9wnea~-shall be solely responsible for any resulting loss or
damage.
3.3.2 The Contractor shall be responsible to the Owner for acts and
omissions of the Contractor's employees, Subcontractors and their agents
and employees, and other persons or entities performing portions of the
Work for or on behalf of the Contractor or any of its Subcontractors.
3.3.3 The Contractor shall be responsible for inspection of portions of
Work already performed to determine that such portions are in proper
condition to receive subsequent Work.
3.4 LABOR AND MATERIALS
3.4.1 Unless otherwise provided in the Contract Documents, the Contractor
shall provide and pay for labor, materials, equipment, tools, construction
equipment and machinery, water, heat, utilities, transportation, and other
facilities and services necessary for proper execution and completion of
the Work, whether temporary or permanent and whether or not incorporated or
to be incorporated in the Work.
3.4.2 The Contractor may make substitutions with the consent of the Owner,
after evaluation by the Architect and in accordance with a Change Order. or
by advising the Architect of any substitution in accordance with
sub-paragraph 3.12.8 and receiving approval from the Architect for such
submittal thereafter.
3.4.3 The Contractor shall enforce strict discipline and good order among
the Contractor's employees and other persons carrying out the Contract. The
Contractor shall not permit employment of unfit persons or persons not
skilled in tasks assigned to them.
3.5 WARRANTY
3.5.1 The Contractor warrants to the Owner and Architect that materials and
equipment furnished under the Contract will be of good quality and new
unless otherwise required or permitted by the Contract Documents, that the
Work will be free from defects not inherent in the quality required or
permitted, and that the Work will conform to the requirements of the
Contract Documents. Work not conforming to these requirements, including
substitutions not properly approved and authorized, may be considered
defective. The Contractor's warranty excludes remedy for damage or defect
caused by abuse, modifications not executed by the Contractor, improper or
insufficient maintenance, improper or inappropriate design criteria.
improper operation, or normal wear and tear and normal usage. If required
by the Architect, the Contractor shall furnish satisfactory evidence as to
the kind and quality of materials and equipment.
3.6 TAXES
3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for
the Work provided by the Contractor which are legally enacted when bids are
received or negotiations concluded, whether or not yet effective or merely
scheduled to go into effect.
3.7 PERMITS, FEES AND NOTICES
3.7.1 Unless otherwise provided in the Contract Documents, the Contractor
shall secure and pay for the building permit and other permits and
governmental fees, licenses and inspections necessary for proper execution
and completion of the Work which are customarily secured after execution of
the Contract and which are legally required when bids are received or
negotiations concluded.
3.7.2 The Contractor shall comply with and give notices required by laws,
ordinances, rules, regulations and lawful orders of public authorities
applicable to performance of the Work.
3.7.3 It is not the Contractor's responsibility to ascertain that the
Contract Documents are in accordance with applicable laws, statutes,
ordinances, building codes, and rules and regulations. However, if the
Contractor observes that portions of the Contract Documents are at clearly
at variance therewith, the Contractor shall promptly notify the Architect
and Owner in writing, and necessary changes shall be accomplished by
appropriate Modification.
3.7.4 If the Contractor performs Work knowing it to be contrary to laws,
statutes, ordinances, building codes, and rules and regulations without
such notice to the Architect and Owner, the Contractor shall assume
appropriate responsibility for such Work and shall bear the costs
attributable to correction.
3.8 ALLOWANCES
3.8.1 The Contractor shall include in the Contract Sum all allowances
stated in the Contract Documents. Items covered by allowances shall be
supplied for such amounts and by such persons or entities as the Owner may
direct, but the Contractor shall not be required to employ persons or
entities to whom the Contractor has reasonable objection.
3.8.2 Unless otherwise provided in the Contract Documents:
.1 allowances shall cover the cost to the Contractor of materials
and equipment delivered at the site and all required taxes,
less applicable trade discounts;
.2 Contractor's costs for unloading and handling at the site,
labor, installation costs, overhead, profit and other expenses
contemplated for stated allowance amounts shall be included in
the Contract Sum but not in the allowances;
.3 whenever costs are more than or less than allowances, the
Contract Sum shall be adjusted accordingly by Change Order.
The amount of the Change Order shall reflect (1) the
difference between actual costs and the allowances under
Clause 3.8.2.1 and (2) changes in Contractor's costs under
Clause 3.8.2.2.
3.8.3 Materials and equipment under an allowance shall be selected by the
Owner in sufficient time to avoid delay ~ disruption in the Work.
3.9 SUPERINTENDENT
3.9.1 The Contractor shall employ a competent superintendent and necessary
assistants who shall be in attendance at the
Project site during performance of the Work. The superintendent shall
represent the Contractor, and communications given to the superintendent
shall be as binding as if given to the Contractor. Important communications
shall be confirmed in writing. Other communications shall be similarly
confirmed on written request in each case.
3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES
3.10.1 The Contractor, promptly after being awarded the Contract, shall
prepare and submit for the Owner's and Architect's information a
Contractor's construction schedule for the Work. The schedule shall not
exceed time limits current under the Contract Documents, shall be revised
at appropriate intervals as required by the conditions of the Work and
Project, shall be related to the entire Project to the extent required by
the Contract Documents, and shall provide for expeditious and practicable
execution of the Work.
3.10.2 The Contractor shall prepare and keep current, for the Architect's
approval, a schedule of submittals which is coordinated with the
Contractor's construction schedule and allows the Architect reasonable time
to review submittals.
3.10.3 The Contractor shall perform the Work in general accordance with the
most recent schedules submitted to the Owner and Architect. The Architect
shall review and take appropriate action on submittals in accordance with
such schedules or. where not depicted on the schedules. within 14 days
after receipt thereof.
3.11 DOCUMENTS AND SAMPLES AT THE SITE
3.11.1 The Contractor shall maintain at the site for the Owner one record
copy of the Drawings, Specifications, Addenda, Change Orders and other
Modifications, in good order and marked currently to record field changes
and selections made during construction, and one record copy of approved
Shop Drawings, Product Data, Samples and similar required submittals. These
shall be available to the Architect and shall be delivered to the Architect
for submittal to the Owner upon completion of the Work.
3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES
3.12.1 Shop Drawings are drawings, diagrams, schedules and other data
specially prepared for the Work by the Contractor or a Subcontractor,
Sub-subcontractor, manufacturer, supplier or distributor to illustrate some
portion of the Work.
3.12.2 Product Data are illustrations, standard schedules, performance
charts, instructions, brochures, diagrams and other information furnished
by the Contractor to illustrate materials or equipment for some portion of
the Work.
3.12.3 Samples are physical examples which illustrate materials, equipment
or workmanship and establish standards by which the Work will be judged.
3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not
Contract Documents. The purpose of their submittal is to demonstrate for
those portions of the Work for which submittals are required by the
Contract Documents the way by which the Contractor proposes to conform to
the information given and the design concept expressed in the Contract
Documents. Review by the Architect is subject to the limitations of
Subparagraph 4.2.7. Informational submittals upon which the Architect is
not expected to take responsive action may be so identified in the Contract
Documents. Submittals which are not required by the Contract Documents may
be returned by the Architect without action.
3.12.5 The Contractor shall review for compliance with the Contract
Documents, approve and submit to the Architect Shop Drawings, Product Data,
Samples and similar submittals required by the Contract Documents with
reasonable promptness and in such sequence as to cause no delay in the Work
or in the activities of the Owner or of separate contractors. Submittals
which are not marked as reviewed for compliance with the Contract Documents
and approved by the Contractor may be returned by the Architect without
action.
3.12.6 By approving and submitting Shop Drawings, Product Data, Samples and
similar submittals, the Contractor represents that the Contractor has
determined and verified materials, field measurements and field
construction criteria related thereto, or will do so, and has checked and
coordinated the information contained within such submittals with the
requirements of the Work and of the Contract Documents.
3.12.7 The Contractor shall perform no portion of the Work for which the
Contract Documents require submittal and review of Shop Drawings, Product
Data, Samples or similar submittals until the respective submittal has been
approved by the Architect.
3.12.8 The Work shall be in accordance with approved submittals except that
the Contractor shall not be relieved of responsibility for deviations from
requirements of the Contract Documents by the Architect's approval of Shop
Drawings, Product Data, Samples or similar submittals unless the Contractor
has specifically informed the Architect in writing of such deviation at the
time of submittal and (I) the Architect has given written approval to the
specific deviation as a minor change in the Work, or (2) the Architect has
with knowledge of any deviation approved such submittal, or (3) a Change
Order or Construction Change Directive has been issued authorizing the
deviation. The Contractor shall not be relieved of responsibility for
errors or omissions in Shop Drawings, Product Data, Samples or similar
submittals by the Architect's approval thereof.
3.12.9 The Contractor shall direct specific attention, in writing or on
resubmitted Shop Drawings, Product Data, Samples or similar submittals, to
revisions other than those requested by the Architect on previous
submittals. In the absence of such written notice the Architect's approval
of a resubmission shall not apply to such revisions.
3.12.10 The Contractor shall not be required to provide professional
services which constitute the practice of architecture or engineering unless
such services are specifically required by the Contract Documents for a
portion of the Work or unless the Contractor needs to provide such services
in order to carry out the Contractor's responsibilities for construction
means, methods, techniques, sequences and procedures. The Contractor shall
not be required to provide professional services in violation of applicable
law. If professional design services or certifications by a design
professional related to systems, materials or equipment are specifically
required of the Contractor by the Contract Documents, the Owner and the
Architect will specify all performance and design criteria that such
services must satisfy. The Architect, upon completion of the Drawings and
Specifications, shall notify the Owner and Contractor of all items for which
the Contract Documents require the Contractor to furnish architecture or
engineering services. - The Contractor shall cause such services or
certifications to be provided by a properly licensed design professional,
whose signature and seal shall appear on all drawings, calculations,
specifications, certifications, Shop Drawings and other submittals prepared
by such professional. Shop Drawings and other submittals related to the Work
designed or certified by such professional, if prepared by others, shall
bear such professional's written approval when submitted to the Architect.
The Owner and the Architect shall be entitled to rely upon the adequacy,
accuracy and completeness of the services, certifications or approvals
performed by such design professionals, provided the Owner and Architect
have specified to the Contractor all performance and design criteria that
such services must satisfy. Pursuant to this Subparagraph 3.12.10, the
Architect will review, approve or take other appropriate action on
submittals only for the limited purpose of checking for conformance with
information given and the design concept expressed in the Contract
Documents- and for coordination with other applicable design elements. The
Contractor shall not be responsible for the adequacy of the performance or
design criteria required by the Contract Documents.
3.13 USE OF SITE
3.13.1 The Contractor shall confine operations at the site to areas
permitted by law, ordinances, permits and the Contract Documents and shall
not unreasonably encumber the site with materials or equipment.
3.14 CUTTING AND PATCHING
3.14.1 The Contractor shall be responsible for cutting, fitting or patching
required to complete the Work or to make its parts fit together properly.
3.14.2 The Contractor shall not damage or endanger a portion of the Work or
fully or partially completed construction of the Owner or separate
contractors by cutting, patching or otherwise altering such construction,
or by excavation. The Contractor shall not cut or otherwise alter such
construction by the Owner or a separate contractor except with written
consent of the Owner and of such separate contractor; such consent shall
not be unreasonably withheld. The Contractor shall not unreasonably
withhold from the Owner or a separate contractor the Contractor's consent
to cutting or otherwise altering the Work.
3.15 CLEANING UP
3.15.1 The Contractor shall keep the premises and surrounding area free
from accumulation of waste materials or rubbish caused by operations under
the Contract. At completion of the Work, the Contractor shall remove from
and about the Project waste materials, rubbish, the Contractor's tools,
construction equipment, machinery and surplus materials.
3.15.2 If the Contractor fails to clean up as provided in the Contract
Documents, the Owner may do so and the cost thereof shall be charged to the
Contractor.
3.16 ACCESS TO WORK
3.16.1 The Contractor shall provide the Owner and Architect access to the
Work in preparation and progress wherever located.
3.17 ROYALTIES, PATENTS AND COPYRIGHTS
3.17.1 The Contractor shall pay all royalties and license fees. The Owner
shall defend suits or claims for infringement of copyrights and patent
rights and shall hold the Contractor and Architect harmless from loss on
account thereof, but shall not be responsible for such defense or loss when
a particular design, process or product of a particular manufacturer or
manufacturers is required by the Contract Documents or where the copyright
violations are contained in Drawings, Specifications or other documents
prepared by the Owner or Architect. However, if the Contractor has reason
to believe that the required design, process or product is an infringement
of a copyright or a patent, the Contractor shall be responsible for such
loss unless such information is promptly furnished to the Architect.
3.18 INDEMNIFICATION
3.18.1 To the fullest extent permitted by law and to the extent claims,
damages, losses or expenses are not covered by Commercial General Liability
insurance purchased by the Contractor in accordance with Paragraph 11.3,
the Contractor shall indemnify and hold harmless the Owner, Architect,
Architect's consultants, and agents and employees of any of them from and
against claims, damages, losses and expenses, including but not limited to
attorneys' fees, arising out of or resulting from performance of the Work,
provided that such claim, damage, loss or expense is attributable to bodily
injury, sickness, disease or death, or to injury to or destruction of
tangible property (other than the Work itself), but only to the extent
caused by the negligent acts or omissions of the Contractor, a
Subcontractor, anyone directly or indirectly employed by them or anyone for
whose acts they may be liable, regardless of whether or not such claim,
damage, loss or expense is caused in part by a party indemnified hereunder.
Such obligation shall not be construed to negate, abridge, or reduce other
rights or obligations of indemnity which would otherwise exist as to a
party or person described in this Paragraph 3.18.
3.18.2 In claims against any person or entity indemnified under this
Paragraph 3.18 by an employee of the Contractor, a Subcontractor, anyone
directly or indirectly employed by them or anyone for whose acts they may
be liable, the indemnification obligation under Subparagraph 3.18.1 shall
not be limited by a limitation on amount or type of damages, compensation
or benefits payable by or for the Contractor or a Subcontractor under
workers' compensation acts, disability benefit acts or other employee
benefit acts.
ARTICLE 4 ADMINISTRATION OF THE CONTRACT
4.1 ARCHITECT
4.1.1 The Architect is the person lawfully licensed to practice
architecture or an entity lawfully practicing architecture identified as
such in the Agreement and is referred to throughout the Contract Documents
as if singular in number. The term "Architect" means the Architect or the
Architect's authorized representative.
4.1.2 Duties, responsibilities and limitations of authority of the
Architect as set forth in the Contract Documents shall not be restricted,
modified or extended without written consent of the Owner, Contractor and
Architect. Consent shall not be unreasonably withheld.
4.1.3 If the employment of the Architect is terminated, the Owner shall
employ a new Architect against whom the Contractor has no reasonable
objection and whose status under the Contract Documents shall be that of
the former Architect.
4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT
4.2.1 The Architect will provide administration of the Contract as
described in the Contract Documents, and will be an Owner's representative
(1) during construction, (2) until final payment is due and (3) with the
Owner's concurrence, from time to time during the one-year period for
correction of Work described in Paragraph 12.2. The Architect will have
authority to act on behalf of the Owner only to the extent provided in the
Contract Documents, unless otherwise modified in writing in accordance with
other provisions of the Contract.
4.2.2 The Architect, as a representative of the Owner, will visit the site
at intervals appropriate to the stage of the Contractor's operations (1) to
become generally familiar with and to keep the Owner informed about the
progress and quality of the portion of the Work completed, (2) to endeavor
to guard the Owner against defects and deficiencies in the Work, and (3) to
determine in general if the Work is being performed in a manner indicating
that the Work, when fully completed, will be in accordance with the
Contract Documents. However, the Architect will not be required to make
exhaustive or continuous on-site inspections to
check the quality or quantity of the Work. The Architect will neither have
control over or charge of, nor be responsible for, the construction means,
methods, techniques, sequences or procedures, or for the safety precautions
and programs in connection with the Work, since these are solely the
Contractor's rights and responsibilities under the Contract Documents,
except as provided in Subparagraph 3.3.1.
4.2.3 The Architect will not be responsible for the Contractor's failure to
perform the Work in accordance with the requirements of the Contract
Documents. except where such failure is due to a directive from the
Architect. . The Architect will not have control over or charge of and will
not be responsible for acts or omissions of the Contractor, Subcontractors,
or their agents or employees, or any other persons or entities performing
portions of the Work.
4.2.4 Communications Facilitating Contract Administration. Except as
otherwise provided in the Contract Documents or when direct communications
have been specially authorized, the Owner and Contractor shall endeavor to
communicate with each other through the Architect or shall provide the
Architect with contemporaneous conies of any such direct communications.
about matters arising out of or relating to the Contract. Communications by
and with the Architect's consultants shall be through the Architect.
Communications by and with Subcontractors and material suppliers shall be
through the Contractor. Communications by and with separate contractors
shall be through the Owner.
4.2.5 Based on the Architect's evaluations of the Contractor's Applications
for Payment, the Architect will review and certify the amounts due the
Contractor and will issue Certificates for Payment in such amounts.
4.2.6 The Architect will have authority to reject Work that does not
conform to the Contract Documents. Whenever the Architect considers it
necessary or advisable, the Architect will have authority to require
inspection or testing of the Work in accordance with 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 faith either to exercise or not to exercise such authority shall give
rise to a duty or responsibility of the Architect to the Contractor,
Subcontractors, material and equipment suppliers, their agents or
employees, or other persons or entities performing portions of the Work.
4.2.7 The Architect will review and approve or take other appropriate action
upon the Contractor's submittals such as Shop Drawings, Product Data and
Samples, but only for the limited purpose of checking for conformance with
information given and the design concept expressed in the Contract
Documents. The Architect's action will be taken with such reasonable
promptness as to cause no delay in the Work or in the activities of the
Owner, Contractor or separate contractors, while allowing sufficient time in
the Architect's professional judgment to permit adequate review. Review of
such submittals is not conducted for the purpose of determining the accuracy
and completeness of other details such as dimensions and quantities, or for
substantiating instructions for installation or performance of equipment or
systems, all of which remain the responsibility of the Contractor as
required by the Contract Documents. The Architect's review of the
Contractor's submittals shall not relieve the Contractor of the obligations
under Paragraphs 3.3, 3.5 and 3.12. The Architect's review shall not
constitute approval of safety precautions or, unless otherwise specifically
stated by the Architect, of any construction means, methods, techniques,
sequences or procedures. The Architect's approval of a specific item shall
not indicate approval of an assembly of which the item is a component.
4.2.8 The Architect will prepare Change Orders and Construction Change
Directives, and may authorize minor changes in the Work as provided in
Paragraph 7.4.
4.2.9 The Architect will conduct inspections to determine the date or dates
of Substantial Completion and the date of final completion, will receive
and forward to the Owner, for the Owner's review and records, written
warranties and related documents required by the Contract and assembled by
the Contractor, and will issue a final Certificate for Payment upon
compliance with the requirements of the Contract Documents.
4.2.10 If the Owner and Architect agree, the Architect will provide one or
more project representatives to assist in carrying out the Architect's
responsibilities at the site. The duties, responsibilities and limitations
of authority of such project representatives shall be as set forth in an
exhibit to be incorporated in the Contract Documents.
4.2.11 The Architect will interpret and decide matters concerning
performance under, and requirements of, the Contract Documents on written
request of either the Owner or Contractor. The Architect's response to such
requests will be made in writing within any time limits agreed upon or
otherwise with reasonable promptness. If no agreement is made concerning
the time within which interpretations required of the Architect shall be
furnished in compliance with this Paragraph 4.2, then delay shall not be
recognized on account of failure by the Architect to furnish such
interpretations until 15 days after written request is made for them.
4.2.12 Interpretations and decisions of the Architect will be consistent
with the intent of and reasonably inferable from the Contract Documents and
will be in writing or in the form of drawings. When making such
interpretations and initial decisions, the Architect will endeavor to secure
faithful performance by both Owner and Contractor, will not show partiality
to either and will not be liable for results of interpretations or decisions
so rendered in good faith.
4.2.13 The Architect's decisions on matters relating to aesthetic effect
will be final if consistent with the intent expressed in the Contract
Documents.
4.3 CLAIMS AND DISPUTES
4.3.1 Definition. A Claim is a demand or assertion by one of the parties
seeking, as a matter of right, adjustment or interpretation of Contract
terms, payment of money, extension of time or other relief with respect to
the terms of the Contract. The term "Claim" also includes other disputes and
matters in question between the Owner and Contractor arising out of or
relating to the Contract. Claims must be initiated by written notice. The
responsibility to substantiate Claims shall rest with the party making the
Claim.
4.3.2 Time Limits on Claims. Claims by either party must be initiated
within 21 days after occurrence of the event giving rise to such Claim or
within 21 days after the claimant first recognizes the condition giving
rise to the Claim, whichever is later.
Claims must be initiated by written notice to the Architect and the other
party.
4.3.3 Continuing Contract Performance. Pending final resolution of a Claim
except as otherwise agreed in writing or as provided in Subparagraph 9.7.1
and Article 14, the Contractor shall proceed diligently with performance of
the Contract and the Owner shall continue to make payments in accordance
with the Contract Documents.
4.3.4 Claims for Concealed or Unknown Conditions. If conditions are
encountered at the site which are (1) subsurface or Otherwise concealed
physical conditions which differ materially from those indicated in the
Contract Documents or (2) unknown Physical conditions of an unusual nature,
which differ materially from those ordinarily found to exist and generally
recognized as inherent in construction activities of the character provided
for in the Contract Documents, then notice by the observing party Shall be
given to the other party promptly before conditions are disturbed and in no
event later than 21 days after first observance Of the conditions. The
Architect will promptly investigate such conditions and, if they differ
materially and cause an increase or
Decrease in the Contractor's cost of, or time required for, performance of
any part of the Work, will recommend an equitable adjustment in the
Contract Sum or Contract Time, or both. Claims by either party in
opposition to such determination must be made within 21 days after the
Architect has given notice of the decision. If the conditions
Encountered are materially different, the Contract Sum and Contract Time
shall be equitably adjusted, but if the Owner and Contractor cannot agree
on an adjustment in the Contract Sum or Contract Time, the adjustment shall
be determined in accordance with sub-paragraph 7.3.6.
4.3.5 Claims for Additional Cost. If the Contractor wishes to make Claim for
an increase in the Contract Sum, written notice as provided herein shall be
given before proceeding to execute the Work. Prior notice is not required
for Clams relating to an emergency endangering life or property arising
under Paragraph 10.6.
4.3.6 If the Contractor believes additional cost is involved for reasons
including but not limited to (1) a written interpretation from the
Architect, (2) an order by the Owner to stop the Work where the Contractor
was not at fault, (3) a written order for a minor change in the Work issued
by the Architect, (4) failure of payment by the Owner, (5) termination of
the Contract by the Owner, (6) Owner's suspension or (7) other reasonable
grounds, Claim shall be filed in accordance with this Paragraph 4.3.
4.3.7 Claims for Additional Time
4.3.7.1 If the Contractor wishes to make Claim for an increase in the
Contract Time, written notice as provided herein shall be given. The
Contractor's Claim shall include an estimate of cost and of probable effect
of delay on progress of the Work where such estimate and effect can be
reasonably estimated at the time of making the claim. In the case of a
continuing delay only one Claim is necessary.
4.3.7.2 If adverse weather conditions are the basis for a Claim for
additional time, such Claim shall be documented by data substantiating that
weather conditions were abnormal for the period of time, and had an adverse
effect on the scheduled construction.
4.3.8 Injury or Damage to Person or Property. If either party to the
Contract suffers injury or damage to person or property because of an act or
omission of the other party, or of others for whose acts such party is
legally responsible, written notice of such injury or damage, whether or not
insured, shall be given to the other party within a reasonable time not
exceeding 21 days after discovery. The notice shall provide sufficient
detail to enable the other party to investigate the matter.
4.3.9 If unit prices are stated in the Contract Documents or subsequently
agreed upon, and if quantities originally contemplated are materially
changed in a proposed Change Order or Construction Change Directive so that
application of such unit prices to quantities of Work proposed will cause
substantial inequity to the Owner or Contractor, the applicable unit prices
shall be equitably adjusted.
4.3.10 Claims for Consequential Damages. The Contractor and Owner waive
Claims against each other for consequential damages arising out of or
relating to this Contract. This mutual waiver includes:
.1 damages incurred by the Owner for rental expenses, for losses
of use, income, profit, financing, business and reputation, and
for loss of management or employee productivity or of the
services of such persons; and
.2 damages incurred by the Contractor for principal office
expenses including the compensation of personnel stationed
there, for losses of financing, business and reputation, and
for loss of profit except anticipated profit arising directly
from the Work.
This mutual waiver is applicable, without limitation, to all consequential
damages due to either party's termination in accordance with Article 14.
Nothing contained in this Subparagraph 4.3.10 shall be deemed to preclude an
award of liquidated direct damages, when applicable, in accordance with the
requirements of the Contract Documents.
4.4 RESOLUTION OF CLAIMS AND DISPUTES
4.4.1 Decision of Architect. Claims, including those alleging an error or
omission by the Architect but excluding those arising under Paragraphs 10.3
through 10.5, shall be referred initially to the Architect for decision. An
initial decision by the Architect shall be required as a condition
precedent to mediation, arbitration or litigation of all Claims between the
Contractor and Owner arising prior to the date final payment is due, unless
30 days have passed after the Claim has been referred to the Architect with
no decision having been rendered by the Architect. The Architect will not
decide disputes between the Contractor and persons or entities other than
the Owner.
4.4.2 The Architect will review Claims and within ten days of the receipt of
the Claim take one or more of the following actions: (1) request additional
supporting data from the claimant or a response with supporting data from
the other party, (2) reject the Claim in whole or in part, (3) approve the
Claim, (4) suggest a compromise, or (5) advise the parties that the
Architect is unable to resolve the Claim if the Architect lacks sufficient
information to evaluate the merits of the Claim or if the Architect
concludes that, in the Architect's sole discretion, it would be
inappropriate for the Architect to resolve the Claim.
4.4.3 In evaluating Claims, the Architect may, but shall not be obligated
to, consult with or seek information from either party or from persons with
special knowledge or expertise who may assist the Architect in rendering a
decision. The Architect may request the Owner to authorize retention of such
persons at the Owner's expense.
4.4.4 If the Architect requests a party to provide a response to a Claim or
to furnish additional supporting data, such party shall respond, within ten
days after receipt of such request, and shall either provide a response on
the requested supporting data, advise the Architect when the response or
supporting data will be furnished or advise the Architect that no supporting
data will be furnished. Upon receipt of the response or supporting data, if
any, the Architect will either reject or approve the Claim in whole or in
part.
4.4.5 The Architect will approve or reject Claims by written decision, which
shall state the reasons therefor and which shall notify the parties of any
change in the Contract Sum or Contract Time or both. The approval or
rejection of a Claim by the Architect shall be final and binding on the
parties but subject to mediation and arbitration.
4.4.6 When a written decision of the Architect states that (1) the decision
is final but subject to mediation and arbitration and (2) a demand for
arbitration of a Claim covered by such decision must be made within 30 days
after the date on which the party making the demand receives the final
written decision, then failure to demand arbitration within said 30 days'
period shall result in the Architect's decision becoming final and binding
upon the Owner and Contractor. If the Architect renders a decision after
arbitration proceedings have been initiated, such decision may be entered as
evidence, but shall not supersede arbitration proceedings unless the
decision is acceptable to all parties concerned.
4.4.7 Upon receipt of a Claim against the Contractor or at any time
thereafter, the Architect or the Owner may, but is not obligated to, notify
the surety, if any, of the nature and amount of the Claim. If the Claim
relates to a possibility of a Contractor's default, the Architect or the
Owner may, but is not obligated to, notify the surety and request the
surety's assistance in resolving the controversy.
4.4.8If a Claim relates to or is the subject of a mechanic's lien, the party
asserting such Claim may proceed in accordance with applicable law to
comply with the lien notice or filing deadlines prior to resolution of the
Claim by the Architect, by mediation or by arbitration.
4.4.9 MEDIATION
4.5.1 Any Claim arising out of or related to the Contract, may, upon
agreement of the Contractor and Owner, be submitted to mediation.
4.5.2 The parties shall endeavor to resolve their Claims by mediation
which, unless the parties mutually agree otherwise, shall be in accordance
with the Construction Industry Mediation Rules of the American Arbitration
Association currently in effect. Request for mediation shall be filed in
writing with the other party to the Contract and with the American
Arbitration Association. The request may be made concurrently with the
filing of a demand for arbitration.
4.5.3 The parties shall share the mediator's fee and any filing fees
equally. The mediation shall be held in the place where the Project is
located, unless another location is mutually agreed upon. Agreements
reached in mediation shall be enforceable as settlement agreements in any
court having jurisdiction thereof.
4.6 ARBITRATION
4.6.1 Any Claim arising out of or related to the Contract, except Claims
relating to aesthetic effect and except those waived as provided for in
Subparagraphs 4.3.10, 9.10.4 and 9.10.5, shall, after decision by the
Architect or 30 days after submission of the Claim to the Architect, be
subject to arbitration.
4.6.2 Claims not resolved by mediation shall be decided by arbitration
which, unless the parties mutually agree otherwise, shall be in accordance
with the Construction Industry Arbitration Rules of the American
Arbitration Association currently in effect. The demand for arbitration
shall be filed in writing with the other party to the Contract and with the
American Arbitration Association, and a copy shall be filed with the
Architect.
4.6.3 A demand for arbitration shall be made within the time limits
specified in Subparagraphs 4.4.6 and 4.6.1 as applicable, and in other
cases within a reasonable time after the Claim has arisen, and in no event
shall it be made after the date when institution of legal or equitable
proceedings based on such Claim would be barred by the applicable statute
of limitations as determined pursuant to Paragraph 13.7.
4.6.4 Limitation on Consolidation or Joinder. Arbitration arising out of or
relating to the Contract may include, by consolidation or joinder or in any
other manner, the Architect, the Architect's employees or consultants. No
arbitration shall include, by consolidation or joinder or in any other
manner, parties other than the Owner, Contractor, Architect, a separate
contractor as described in Article 6 and other persons substantially
involved in a common question of fact or law whose presence is required if
complete relief is to be accorded in arbitration. No person or entity other
than the Owner, Contractors Architect or a separate contractor as described
in Article 6 shall be included as an original
third party or additional third party to an arbitration whose interest or
responsibility is insubstantial. Consent to arbitration involving an
additional person or entity shall not constitute consent to arbitration of
a Claim not described therein or with a person or entity not named or
described therein. The foregoing agreement to arbitrate and other
agreements to arbitrate with an additional person or entity duly consented
to by parties to the Agreement shall be specifically enforceable under
applicable law in any court having jurisdiction thereof.
4.6.5 Claims and Timely Assertion of Claims. The party filing a notice of
demand for arbitration must assert in the demand all Claims then known to
that party on which arbitration is permitted to be demanded.
4.6.6 Judgment on Final Award. The award rendered by the arbitrator or
arbitrators shall be final, and judgment may be entered upon it m
accordance with applicable law in any court having jurisdiction thereof.
4.6.7 The prevailing party shall be entitled to recover its reasonable
attorneys' fees and expenses incurred in arbitration and/or litigation.
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 the Work at the site. The term
"Subcontractor" is referred to throughout the Contract Documents as if
singular in number and means a Subcontractor or an authorized
representative of the Subcontractor. The term "Subcontractor" does not
include a separate contractor or subcontractors of a separate contractor.
5.1.2 A Sub-subcontractor is a person or entity who has a direct or
indirect contract with a Subcontractor to perform a portion of the Work at
the site. The term "Sub-subcontractor" is referred to throughout the
Contract Documents as if singular in number and means a Sub-subcontractor
or an authorized representative of the Sub-subcontractor.
5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK
5.2.1 Unless otherwise stated in the Contract Documents or the bidding
requirements, the Contractor, as soon as practicable after award of the
Contract, shall furnish in writing to the Owner through the Architect the
names of persons or entities (including those who are to furnish materials
or equipment fabricated to a special design) proposed for each principal
portion of the Work. The Architect will promptly reply to the Contractor in
writing stating whether or not the Owner or the Architect, after due
investigation, has reasonable objection to any such proposed person or
entity. Failure of the Owner or Architect to reply promptly shall
constitute notice of no reasonable objection.
5.2.2 The Contractor shall not contract with a proposed person or entity to
whom the Owner or Architect has made reasonable and timely objection. The
Contractor shall not be required to contract with anyone to whom the
Contractor has made reasonable objection.
5.2.3 If the Owner or Architect has reasonable objection to a person or
entity proposed by the Contractor, the Contractor shall propose another to
whom the Owner or Architect has no reasonable objection. If the proposed
but rejected Subcontractor was reasonably capable of performing the Work,
the Contract Sum and Contract Time shall be increased or decreased by the
difference, if any, occasioned by such change, and an appropriate Change
Order shall be issued before commencement of the substitute Subcontractor's
Work.
5.2.4 The Contractor shall not change a Subcontractor, person or entity
previously selected if the Owner or Architect makes reasonable objection to
such substitute.
5.3 SUBCONTRACTUAL RELATIONS
5.3.1 By appropriate agreement, written where legally required for
validity, the Contractor shall require each Subcontractor, to the extent of
the Work to be performed by the Subcontractor, to be bound to the
Contractor by terms of the Contract Documents, and to assume toward the
Contractor all the obligations and responsibilities, including the
responsibility for safety of the Subcontractor's Work, which the
Contractor, by these Documents, assumes toward the Owner and Architect.
Each subcontract agreement shall preserve and protect the rights of the
Owner and Architect under the Contract Documents with respect to the Work
to be performed by the Subcontractor so that subcontracting thereof will
not prejudice such rights, and shall allow to the Subcontractor, unless
specifically provided otherwise in the subcontract agreement, the benefit
of all rights, remedies and redress against the Contractor that the
Contractor, by the Contract Documents, has against the Owner. Where
appropriate, the Contractor shall require each Subcontractor to enter into
similar agreements with Sub-subcontractors. The Contractor shall make
available to each proposed Subcontractor, prior to the execution of the
subcontract agreement, copies of the Contract Documents to which the
Subcontractor will be bound, and, upon written request of the
Subcontractor, identify to the Subcontractor terms and conditions of the
proposed subcontract agreement which may be at variance with the Contract
Documents. Subcontractors will similarly make copies of applicable portions
of such documents available to their respective proposed
Sub-subcontractors.
5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
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 reserves the right to perform construction or operations
related to the Project with the Owner's own forces, and to award separate
contracts in connection with other portions of the Project or other
construction or operations on the site under Conditions of the Contract
identical or substantially similar to these including those portions
related to insurance and waiver of subrogation. If the Contractor claims
that delay or additional cost is involved because of such action by the
Owner, the Contractor shall make such Claim as provided in Paragraph 4.3.
6.1.2 When separate contracts are awarded for different portions of the
Project or other construction or operations on the site, the term
"Contractor" in the Contract Documents in each case shall mean the
Contractor who executes each separate Owner-Contractor Agreement.
6.1.3 The Owner shall provide for coordination of the activities of the
Owner's own forces and of each separate contractor with the Work of the
Contractor, who shall cooperate with them. The Contractor shall participate
with other separate contractors and the Owner in reviewing their
construction schedules when directed to do so. The Contractor shall make
any revisions to the construction schedule deemed necessary after a joint
review and mutual agreement. The construction schedules shall then
constitute the schedules to be used by the Contractor, separate contractors
and the Other until subsequently revised. The Contract Sum and Contract
Time shall be equitably adjusted for any charges arising from the
activities provided for in Paragraphs 6.1 and 6.2.
6.1.4 Unless otherwise provided in the Contract Documents, when the Owner
performs construction or operations related to the Project with the Owner's
own forces, the Owner shall be deemed to be subject to the same obligations
and to have the same rights which apply to the Contractor under the
Conditions of the Contract, including, without excluding others, those
stated in Article 3, this Article 6 and Articles 10, II and 12.
6.2 MUTUAL RESPONSIBILITY
6.2.1 The Contractor shall afford the Owner and separate contractors
reasonable opportunity for introduction and storage of their materials and
equipment and performance of their activities, and shall connect and
coordinate the Contractor's construction and operations with theirs as
required by the Contract Documents.
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 separate contractor's
completed or partially completed construction is fit and proper to receive
the Contractor's Work, except as to defects not then reasonably
discoverable.
6.2.3 The Owner shall be reimbursed by the Contractor for costs incurred by
the Owner which are payable to a separate contractor because of delays,
improperly timed activities or defective construction of the Contractor.
The Owner shall be responsible to the Contractor for costs incurred by the
Contractor because of delays, improperly timed activities, damage to the
Work or defective construction of a separate contractor.
6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the
Contractor to completed or partially completed construction or to property
of the Owner or separate contractors as provided in Subparagraph 10.2.5.
6.2.5 The Owner and each separate contractor shall have the same
responsibilities for cutting and patching as are described for the
Contractor in Subparagraph 3.14.
6.3 OWNER'S RIGHT TO CLEAN UP
6.3.1 If a dispute arises among the Contractor, separate contractors and
the Owner as to the responsibility under their respective contracts for
maintaining the premises and surrounding area free from waste materials and
rubbish, the Owner may clean up and the Architect will allocate the cost
among those responsible.
ARTICLE 7 CHANGES IN THE WORK
7.1 GENERAL
7.1.1 Changes in the Work may be accomplished after execution of the
Contract, and without invalidating the Contract, by Change Order,
Construction Change Directive or order for a minor change in the Work,
subject to the limitations stated in this Article 7 and elsewhere in the
Contract Documents.
7.1.2 A Change Order shall be based upon agreement among the Owner,
Contractor and Architect; a Construction Change Directive requires
agreement by the Owner and Architect and may or may not be agreed to by the
Contractor; an order for a minor change in the Work may be issued by the
Architect alone.
7.1.3 Changes in the Work shall be performed under applicable provisions of
the Contract Documents, and the Contractor shall proceed promptly, unless
otherwise provided in the Change Order, Construction Change Directive or
order for a minor change in the Work.
7.2 CHANGE ORDERS
7.2.1 A Change Order is a written instrument prepared by the Architect and
signed by the Owner, Contractor and Architect, stating their agreement upon
all of the following:
.1 change in the Work;
.2 the amount of the adjustment, if any, in the Contract Sum; and
.3 the extent of the adjustment, if any, in the Contract Time.
7.2.2 Methods used in determining adjustments to the Contract Sum may
include those listed in Subparagraph 7.3.3.
7.3 CONSTRUCTION CHANGE DIRECTIVES
7.3.1 A Construction Change Directive is a written order prepared by the
Architect and signed by the Owner and Architect, directing a change in the
Work prior to agreement on adjustment, if any, in the Contract Sum or
Contract Time, or both. The Owner may by Construction Change Directive,
without invalidating the Contract, order changes in the Work within the
general scope of the Contract consisting of additions, deletions or other
revisions, the Contract Sum and Contract Time being adjusted accordingly.
7.3.2 A Construction Change Directive shall be used in the absence of total
agreement on the terms of a Change Order.
7.3.3 If the Construction Change Directive provides for an adjustment to
the Contract Sum, the adjustment shall be based on one of the following
methods:
.1 mutual acceptance of a lump sum properly itemized and
supported by sufficient substantiating data to permit
evaluation;
.2 unit prices stated in the Contract Documents or subsequently
agreed upon;
.3 cost to be determined in a manner agreed upon by the parties
and a mutually acceptable fixed or percentage fee; or
.4 as provided in Subparagraph 7.3.6.
7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall
promptly proceed with the change in the Work involved and advise the
Architect of the Contractor's agreement or disagreement with the method, if
any, provided in the Construction Change Directive for determining the
proposed adjustment in the Contract Sum or Contract Time.
7.3.5 A Construction Change Directive signed by the Contractor indicates
the agreement of the Contractor therewith, including adjustment in Contract
Sum and Contract Time or the method for determining them. Such agreement
shall be effective immediately and shall be recorded as a Change Order.
7.3.6 If the Contractor does not respond promptly or disagrees with the
method for adjustment in the Contract Sum, the method and the adjustment
shall be determined on the basis of reasonable expenditures and savings of
those performing the Work attributable to the change, including, in case of
an increase in the Contract Sum, a reasonable 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 purposes of this
Subparagraph 7.3.6 shall be limited to the following:
.1 costs of labor, including social security, old age and
unemployment insurance, fringe benefits required by agreement
or custom, and workers' compensation insurance;
.2 costs of materials, supplies and equipment, including cost of
transportation, whether incorporated or consumed;
.3 rental costs of machinery and equipment, exclusive of hand
tools, whether rented from the Contractor or others;
.4 costs of premiums for all bonds and insurance, permit fees,
and sales, use or similar taxes related to the Work; and
.5 additional costs of supervision field office personnel and
field office costs directly attributable to the change.
7.3.7 The amount of credit to be allowed by the Contractor to the Owner for
a deletion or change which results in a net decrease in the Contract Sum
shall be actual net cost. When both additions and credits covering related
Work or substitutions are involved in a change, the allowance for overhead
and profit shall be figured on the basis of net increase, if any, with
respect to that change.
7.3.8 Pending final determination of the total cost of a Construction
Change Directive to the Owner, amounts not in dispute for such changes in
the Work shall be included in Applications for Payment accompanied by a
Change Order indicating the parties' agreement with part or all of such
costs. For any portion of such cost that remains in dispute, the Architect
will make an interim determination for purposes of monthly certification
for payment for those costs. That determination of cost shall adjust the
Contract Sum on the same basis as a Change Order, subject to the right of
either party to disagree and assert a claim in accordance with Article 4.
7.3.9 When the Owner and Contractor agree with the determination made by
the Architect concerning the adjustments in the Contract Sum and Contract
Time, or otherwise reach agreement upon the adjustments, such agreement
shall be effective immediately and shall be recorded by preparation and
execution of an appropriate Change Order.
7.4 MINOR CHANGES IN THE WORK
7.4.1 The Architect will have authority to order minor changes in the Work
not involving adjustment in the Contract Sum or extension of the Contract
Time and not inconsistent with the intent of the Contract Documents. Such
changes shall be effected by written order and shall be binding on the
Owner and Contractor. The Contractor shall carry out such written orders
promptly.
ARTICLE 8 TIME
8.1 DEFINITIONS
8.1.1 Unless otherwise provided, Contract Time is the period of time,
including authorized adjustments, allotted in the Contract Documents for
Substantial Completion of the Work.
8.1.2 The date of commencement of the Work is the date established in the
Agreement.
8.1.3 The date of Substantial Completion is the date upon which the Work
has achieved the standards set forth in sub-paragraph 9.8.1.
8.1.4 The term "day" as used in the Contract Documents shall mean calendar
day unless otherwise specifically defined.
8.2 PROGRESS AND COMPLETION
8.2.1 Time limits stated in the Contract Documents are of the essence of
the Contract. By executing the Agreement the Contractor confirms that the
Contract Time is a reasonable period for performing the Work.
8.2.2 The Contractor shall not knowingly, except by agreement or
instruction of the Owner in writing, prematurely commence operations on the
site or elsewhere prior to the effective date of insurance required by
Article 11 to be furnished by the Contractor and Owner. The date of
commencement of the Work shall not be changed by the effective date of such
insurance. Unless the date of commencement is established by the Contract
Documents or a notice to proceed given by the Owner, the Contractor shall
notify the Owner in writing not less than five days or other agreed period
before commencing the Work to permit the timely filing of mortgages,
mechanic's liens and other security interests.
8.2.3 The Contractor shall proceed expeditiously with adequate forces and
shall achieve Substantial Completion within the Contract Time.
8.3 DELAYS AND EXTENSIONS OF TIME
8.3.1 If the Contractor is delayed at any time in the commencement or
progress of the Work by an act or neglect of the Owner or Architect, or of
an employee of either, or of a separate contractor employed by the Owner,
or by changes ordered in the Work, or by labor disputes, fire, unusual
delay in deliveries, unavoidable casualties or other causes beyond the
Contractor's control, or by delay authorized by the Owner pending mediation
and arbitration, or by other causes which the Architect determines may
justify delay, then the Contract Time shall be extended by Change Order for
such time as completion of the Work has been delayed.
8.3.2 Claims relating to time shall be made in accordance with applicable
provisions of Paragraph 4.3.
8.3.3 This Paragraph 8.3 does not preclude recovery of damages for
delay by either party under other provisions of the
Contract Documents.
ARTICLE 9 PAYMENTS AND COMPLETION
9.1 CONTRACT SUM
9.1.1 The Contract Sum is stated in the Agreement and, including authorized
adjustments or other amounts to which the Contractor may become entitled in
accordance with the terms hereof, is the total amount payable by the Owner
to the Contractor for performance of the Work under the Contract Documents.
9.2 SCHEDULE OF VALUES
9.2.1 Before the first Application for Payment, the Contractor shall submit
to the Architect a schedule of values allocated to various portions of the
Work, prepared in such form and supported by such data to substantiate its
accuracy as the Architect may
reasonably require. This schedule, unless objected to by the Architect,
shall be used as a basis for reviewing the Contractor's Applications for
Payment.
9.3 APPLICATIONS FOR PAYMENT
9.3.1 At least ten days before the date established for each progress
payment, the Contractor shall submit to the Architect an itemized
Application for Payment for operations completed in accordance with the
schedule of values. Such application shall be notarized, if required, and
supported by such data substantiating the Contractor's right to payment as
the Owner or Architect may reasonably require, such as copies of
requisitions from Subcontractors and material suppliers, and reflecting
retainage if provided for in the Contract Documents.
9.3.1.1 As provided in Subparagraph 7.3.8, such applications may include
requests for payment on account of changes in the Work which have been
properly authorized by Construction Change Directives, or by interim
determinations of the Architect, but not yet included in Change Orders.
9.3.1.2 Such applications may not include requests for payment for portions
of the Work for which the Contractor does not intend to pay to a
Subcontractor or material supplier, unless such Work has been performed by
others whom the Contractor intends to pay or has been performed by the
Contractor.
9.3.2 Unless otherwise provided in the Contract Documents, payments shall
be made on account of materials and equipment delivered and suitably stored
at the site for subsequent incorporation in the Work. If approved in
advance by the Owner, payment may similarly be made for materials and
equipment suitably stored off the site at a location agreed upon in
writing. Payment for materials and equipment stored on or off the site
shall be conditioned upon compliance by the Contractor with procedures
satisfactory to the Owner to establish the Owner's title to such materials
and equipment or otherwise protect the Owner's interest, and shall include
the costs of applicable insurance, storage and transportation to the site
for such materials and equipment stored off the site.
9.3.3 The Contractor warrants that title to all Work covered by an
Application for Payment will pass to the Owner no later than the time of
payment. The Contractor further warrants that upon submittal of an
Application for Payment all Work for which Certificates for Payment have
been previously issued and payments received from the Owner shall, to the
best of the Contractor's knowledge, information and belief, except as the
Contractor may advise the Owner be free and clear of liens, claims,
security interests or encumbrances in favor of the Contractor,
Subcontractors, material suppliers, or other persons or entities making a
claim by reason of having provided labor, materials and equipment relating
to the Work.
9.4 CERTIFICATES FOR PAYMENT
9.4.1 The Architect will, within seven days after receipt of the
Contractor's Application for Payment, either issue to the Owner a
Certificate for Payment, with a copy to the Contractor, for such amount as
the Architect determines is properly due, or notify the Contractor and
Owner in writing of the Architect's reasons for withholding certification
in whole or in part as provided in Subparagraph 9.5.1.
9.4.2 The issuance of a Certificate for Payment will constitute a
representation by the Architect to the Owner, based on the Architect's
evaluation of the Work and the data comprising the Application for Payment,
that the Work has progressed to the point indicated and that, to the best
of the Architect's knowledge, information and belief, the quality of the
Work is in accordance with the Contract Documents. The foregoing
representations are subject to an evaluation of the Work for conformance
with the Contract Documents upon Substantial Completion, to results of
subsequent tests and inspections, to correction of minor deviations from
the Contract Documents prior to completion and to specific qualifications
expressed by the Architect. The issuance of a Certificate for Payment will
further constitute a representation that the Contractor is entitled to
payment in the amount certified. However, the issuance of a Certificate for
Payment will not be a representation that the Architect has (1) made
exhaustive or continuous on-site inspections to check the quality or
quantity of the Work, (2) reviewed construction means, methods, techniques,
sequences or procedures, (3) reviewed copies of requisitions received from
Subcontractors and material suppliers and other data requested by the Owner
to substantiate the Contractor's right to payment, or (4) made examination
to ascertain how or for what purpose the Contractor has used money
previously paid on account of the Contract Sum.
9.5 DECISIONS TO WITHHOLD CERTIFICATION
9.5.1 The Architect may withhold a Certificate for Payment in whole or in
part, to the extent reasonably necessary to protect the Owner, if the
representations to the Owner required by Subparagraph 9.4.2 cannot be made.
If the Architect is unable to certify payment in the amount of the
Application, the Architect will notify the Contractor and Owner as
provided in Subparagraph 9.4.1. If the Contractor and Architect cannot
agree on a revised amount, the Architect will promptly issue a Certificate
for Payment for the amount for which the Architect is able to make such
representations to the Owner. The Architect may also withhold a Certificate
for Payment or, because of subsequently discovered evidence, may nullify
the whole or a part of a Certificate for Payment previously issued, to such
extent as may be necessary in the Architect's opinion to protect the Owner
from loss for which the Contractor is responsible, including loss resulting
from acts and omissions described in Subparagraph 3.3.2, because of:
.1 defective Work not remedied;
.2 third party claims filed or reasonable evidence indicating
probable filing of such claims unless security acceptable to
the Owner is provided by the Contractor;
.3 failure of the Contractor to make payments properly to
Subcontractors or for labor, materials or equipment;
.4 reasonable evidence that the Work cannot be completed for the
unpaid balance of the Contract Sum;
.5 damage to the Owner or another contractor;
.6 reasonable evidence that the Work will not be completed within
the Contract Time, and that the unpaid balance would not be
adequate to cover actual or liquidated damages for the
anticipated delay; or
.7 persistent failure to carry out the Work in accordance with
the Contract Documents.
9.5.2 When the above reasons for withholding certification are removed,
certification will be made for amounts previously withheld.
9.6 PROGRESS PAYMENTS
9.6.1 After the Architect has issued a Certificate for Payment, the Owner
shall make payment in the manner and within the time provided in the
Contract Documents, and shall so notify the Architect.
9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of
payment from the Owner, out of the amount paid to the Contractor on account
of such Subcontractor's portion of the Work, the amount to which said
Subcontractor is entitled, reflecting percentages actually retained from
payments to the Contractor on account of such Subcontractor's portion of
the Work. The Contractor shall, by appropriate agreement with each
Subcontractor, require each Subcontractor to make payments to
Sub-subcontractors in a similar manner.
9.6.3 The Architect will, on request, furnish to a Subcontractor, if
practicable, information regarding percentages of completion or amounts
applied for by the Contractor and action taken thereon by the Architect and
Owner on account of portions of the 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.
9.6.5 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.
9.6.7 Unless the Contractor provides the Owner with a payment bond in the
full penal sum of the Contract Sum, payments received by the Contractor for
Work properly performed by Subcontractors and suppliers shall be held by
the Contractor for those Subcontractors or suppliers who performed Work or
furnished materials, or both, under contract with the Contractor for which
payment was made by the Owner. Nothing contained herein shall require money
to be placed in a separate account and not commingled with money of the
Contractor, shall create any fiduciary liability or tort liability on the
part of the Contractor for breach of trust or shall entitle any person or
entity to an award of punitive damages against the Contractor for breach of
the requirements of this provision.
9.7 FAILURE OF PAYMENT
9.7.1 If the Architect does not issue a Certificate for Payment, through no
fault of the Contractor, within seven days after receipt of the
Contractor's Application for Payment, or if the Owner does not pay the
Contractor within seven days after the date established in the Contract
Documents the amount certified by the Architect or awarded by arbitration,
then the Contractor may, upon three additional days' written notice to the
Owner and Architect, stop the Work until payment of the amount owing has
been received. The Contract Time shall be extended appropriately and the
Contract Sum shall be increased by the amount of the Contractor's
reasonable costs of shut-down, delay and start-up, plus interest as
provided for in the Contract Documents.
9.8 SUBSTANTIAL COMPLETION
9.8.1 Substantial Completion is the stage in the progress of the Work when
the Work or designated portion thereof is sufficiently complete in
accordance with the Contract Documents so that the Owner can occupy or
utilize the Work for its intended use.
9.8.2 When the Contractor considers that the Work, or a portion thereof
which the Owner agrees to accept separately, is substantially complete, the
Contractor shall notify the Architect. who shall prepare and submit to the
Architect a comprehensive list of items to be completed or corrected prior
to final payment. Failure to include an item on such list does not alter
the responsibility of the Contractor to complete all Work in accordance
with the Contract Documents.
9.8.3 The Architect will make an inspection to determine whether the Work
or designated portion thereof is substantially complete. If the Architect's
inspection discloses any item, whether or not included on the Contractor's
list, which is not sufficiently complete in accordance with the Contract
Documents so that the Owner can occupy or utilize the Work or designated
portion thereof for its intended use, the Contractor shall, before issuance
of the Certificate of Substantial Completion, complete or correct such item
upon notification by the Architect. In such case, the Contractor shall then
submit a request for another inspection by the Architect to determine
Substantial Completion.
9.8.4 When the Work or designated portion thereof is substantially
complete, the Architect will prepare a Certificate of Substantial
Completion which shall establish the date of Substantial Completion, shall
establish responsibilities of the Owner and Contractor for security,
maintenance, heat, utilities, damage to the Work and insurance, and shall
fix the time within which the Contractor shall finish all items on the list
accompanying the Certificate. Warranties required by the Contract Documents
shall commence on the date of Substantial Completion of the Work or
designated portion thereof unless otherwise provided in the Certificate of
Substantial Completion.
9.8.5 The Certificate of Substantial Completion shall be submitted to the
Owner and Contractor for their written acceptance of responsibilities
assigned to them in such Certificate. Upon such acceptance and consent of
surety, if any, the Owner shall make payment of retainage applying to such
Work or designated portion thereof. Such payment shall be adjusted for Work
that is incomplete or not in accordance with the requirements of the
Contract Documents.
9.9 PARTIAL OCCUPANCY OR USE
9.9.1 The Owner may occupy or use any completed or partially completed
portion of the Work at any stage when such portion is designated by
separate agreement with the Contractor, provided such occupancy or use is
consented to by the insurer as required under Clause 11.4.1.5 and
authorized by public authorities having jurisdiction over the Work. Such
partial occupancy or use may commence whether or not the portion is
substantially complete, provided the Owner and Contractor have accepted in
writing the responsibilities assigned to each of them for payments,
retainage, if any, security, maintenance, heat, utilities, damage to the
Work and insurance, and have agreed in writing concerning the period for
correction of the Work and commencement of warranties required by the
Contract Documents. When the Contractor considers a portion substantially
complete, the Contractor shall notify the Architect who shall prepare and
submit a list to the Architect as provided under Subparagraph 9.8.2.
Consent of the Contractor to partial occupancy or use shall not be
unreasonably withheld. The stage of the progress of the Work shall be
determined by written agreement between the Owner and Contractor or, if no
agreement is reached, by decision of the Architect.
9.9.2 Immediately prior to such partial occupancy or use, the Owner,
Contractor and Architect shall jointly inspect the area to be occupied or
portion of the Work to be used in order to determine and record the
condition of the Work.
9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion
or portions of the Work shall not constitute acceptance of Work not
complying with the requirements of the Contract Documents.
9.10 FINAL COMPLETION AND FINAL PAYMENT
9.10.1 Upon receipt of written notice that the Work is ready for final
inspection and acceptance and upon receipt of a final Application for
Payment, the Architect will promptly make such inspection and, if the Work
is acceptable under the Contract Documents and the Contract fully
performed, the Architect will promptly issue a final Certificate for
Payment stating that to the best of the Architect's knowledge, information
and belief, and on the basis of the Architect's on-site visits and
inspections, the Work has been completed in accordance with terms and
conditions of the Contract Documents and that the entire balance found to
be due the Contractor and noted in the final Certificate is due and
payable. The Architect's final Certificate for Payment will constitute a
further representation that conditions listed in Subparagraph 9.10.2 as
precedent to the Contractor's being entitled to final payment have been
fulfilled.
9.10.2 Neither final payment nor any remaining retained percentage shall
become due until the Contractor submits to the Architect (1) an affidavit
that payrolls, bills for materials and equipment, and other indebtedness
connected with the Work for which the Owner or the Owner's property might
be responsible or encumbered (less amounts withheld by Owner) have been
paid or otherwise satisfied, (2) a certificate evidencing that insurance
required by the Contract Documents to remain in force after final payment
is currently in effect and will not be canceled or allowed to expire until
at least 30 days' prior written notice has been given to the Owner, (3) a
written statement that the Contractor knows of no substantial reason that
the insurance will not be renewable to cover the period required by the
Contract Documents, (4) consent of surety, if any, to final payment and
(5), if required by the Owner, other data establishing payment or
satisfaction of obligations, such as receipts, releases and waivers of
liens, claims, security interests or encumbrances arising out of the
Contract, to the extent and in such form as may be designated by the Owner.
If a Subcontractor refuses to furnish a release or waiver required by the
Owner, the Contractor may furnish a bond satisfactory to the Owner to
indemnify the Owner against such lien. If such lien remains unsatisfied
after payments are made, the Contractor shall refund to the Owner all money
that the Owner may be compelled to pay in discharging such lien, including
all costs and reasonable attorneys' fees.
9.10.3 If, after Substantial Completion of the Work, final completion
thereof is materially delayed through no fault of the Contractor or by
issuance of Change Orders affecting final completion,
and-the-Afehiteet-se-ees4ifess the Owner shall, upon application by the
Contractor and certification by the Architect, and without terminating the
Contract, make payment of the balance due for that portion of the Work
fully completed and accepted. If the remaining balance for Work not fully
completed or corrected is less than retainage stipulated in the Contract
Documents, and if bonds have been furnished, the written consent of surety
to payment of the balance due for that portion of the Work fully completed
and accepted shall be submitted by the Contractor to the Architect prior to
certification of such payment. Such payment shall be made under terms and
conditions governing final payment, except that it shall not constitute a
waiver of claims. 9.10.4 The making of final payment shall constitute a
waiver of Claims by the Owner except those arising from:
.1 liens, Claims, security interests or encumbrances arising out of
the Contract and unsettled; .2 failure of the Work to comply with
the requirements of the Contract Documents; or .3 terms of special
warranties required by the Contract Documents.
9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or
material supplier shall not constitute a waiver of claims previously made
in writing except as identified by that payee as settled or waived at the
time of final Application for Payment.
ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY
10.1 SAFETY PRECAUTIONS AND PROGRAMS
10.1.1 The Contractor shall be responsible for initiating, maintaining and
supervising all safety precautions and programs in connection with the
performance of the Contract.
10.2 SAFETY OF PERSONS AND PROPERTY
10.2.1 The Contractor shall take reasonable precautions for safety of, and
shall provide reasonable protection to prevent damage, injury or loss to:
.1 employees on the Work and other persons who may be affected
thereby;
.2 the Work and materials and equipment to be incorporated
therein, whether in storage on or off the site, under care,
custody or control of the Contractor or the Contractor's
Subcontractors or Sub-subcontractors; and
.3 other property at the site or adjacent thereto, such as trees,
shrubs, lawns, walks, pavements, roadways, structures and
utilities not designated for removal, relocation or
replacement in the course of construction.
10.2.2 The Contractor shall give notices and comply with applicable laws,
ordinances, rules, regulations and lawful orders of public authorities
bearing on safety of persons or property or their protection from damage,
injury or loss.
10.2.3 The Contractor shall erect and maintain, as required by existing
conditions and performance of the Contract, reasonable safeguards for
safety and protection, including posting danger signs and other warnings
against hazards, promulgating safety regulations and notifying owners and
users of adjacent sites and utilities.
10.2.4 When use or storage of explosives or other hazardous materials or
equipment or unusual methods are necessary for execution of the Work, the
Contractor shall exercise utmost care and carry on such activities under
supervision of properly qualified personnel.
10.2.5 The Contractor shall promptly remedy damage and loss (other than
damage or loss insured under property insurance required by the Contract
Documents) to property referred to in 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 employed by any of
them, or by anyone for whose. acts they may be liable and for which the
Contractor is responsible under Clauses 10.2.1.2 and 10.2.1.3, except
damage or loss attributable to acts or omissions of the Owner or Architect
or anyone directly or indirectly employed by either of them, or by anyone
for whose acts either of them may be liable, and not attributable to the
fault or negligence of the Contractor. The foregoing obligations of the
Contractor are in addition to the Contractor's obligations under Paragraph
3.18.
10.2.6 The Contractor shall designate a responsible member of the
Contractor's organization at the site whose duty shall be the prevention of
accidents. This person shall be the Contractor's superintendent unless
otherwise designated by the Contractor in writing to the Owner and
Architect.
10.2.7 The Contractor shall not load or permit any part of the construction
or site to be loaded so as to endanger its safety.
10.3 HAZARDOUS MATERIALS
10.3.1 If reasonable precautions will be inadequate to prevent foreseeable
bodily injury or death to persons resulting from a material or substance,
including but not limited to asbestos or polychlorinated biphenyl (PCB),
encountered on the site by the Contractor, the Contractor shall, upon
recognizing the condition, immediately stop Work in the affected area and
report the condition to the Owner and Architect in writing.
10.3.2 The Owner shall obtain the services of a licensed laboratory to
verify the presence or absence of the material or substance reported by the
Contractor and, in the event such material or substance is found to be
present, to verify that it has been rendered harmless. Unless otherwise
required by the Contract Documents, the Owner shall furnish in writing to
the Contractor and Architect the names and qualifications of persons or
entities who are to perform tests verifying the presence or absence of such
material or substance or who are to perform the task of removal or safe
containment of such material or substance. The Contractor and the Architect
will promptly reply to the Owner in writing stating whether or not either
has reasonable objection to the persons or entities proposed by the Owner.
If either the Contractor or Architect has an objection to a person or
entity proposed by the Owner, the Owner shall propose another to whom the
Contractor and the Architect have no reasonable objection. When the
material or substance has been rendered harmless, Work in the affected area
shall resume upon written agreement of the Owner and Contractor. The
Contract Time shall be extended appropriately and the Contract Sum shall be
increased in the amount of the Contractor's reasonable additional costs of
shut-down, delay and start-up, which adjustments shall be accomplished as
provided in Article 7.
10.3.3 To the fullest extent permitted by law, the Owner shall indemnify
and hold harmless the Contractor, Subcontractors, Architect, Architect's
consultants and agents and employees of any of them from and against
claims, damages, losses and expenses, including but not limited to
attorneys' fees, arising out of or resulting from performance of the Work
in the affected
area if in fact the material or substance presents the risk of bodily
injury or death as described in Subparagraph 10.3.1 and has not been
rendered harmless, provided that such claim, damage, loss or expense is
attributable to bodily injury, sickness, disease or death, or to injury to
or destruction of tangible property (other than the Work itself) and
provided that such damage, loss or expense is not due to the sole
negligence of a party seeking indemnity.
10.4 The Owner shall not be responsible under Paragraph 10.3 for materials
and substances brought to the site by the Contractor unless such materials
or substances were required by the Contract Documents.
10.5 If, without negligence on the part of the Contractor, the Contractor
is held liable for the cost of remediation of a hazardous material or
substance solely by reason of performing Work as required by the Contract
Documents, the Owner shall indemnify the Contractor for all cost and
expense thereby incurred.
10.6 EMERGENCIES
10.6.1 In an emergency affecting safety of persons or property, the
Contractor shall act, at the Contractor's discretion, to prevent threatened
damage, injury or loss. Additional compensation or extension of time
claimed by the Contractor on account of an emergency shall be determined as
provided in Paragraph 4.3 and Article 7.
ARTICLE 11 INSURANCE AND BONDS
11.1 CONTRACTOR'S LIABILITY INSURANCE
11.1.1 The Contractor shall purchase from and maintain in a company or
companies lawfully authorized to do business in the jurisdiction in which
the Project is located such insurance as will protect the Contractor from
claims set forth below which may arise out of or result from the
Contractor's operations under the Contract and for which the Contractor may
be legally liable, whether such operations be by the Contractor or by a
Subcontractor or by anyone directly or indirectly employed by any of them,
or by anyone for whose acts any of them may be liable:
.1 claims under workers' compensation, disability benefit and
other similar employee benefit acts which are applicable to
the Work to be performed;
.2 claims for damages because of bodily injury, occupational
sickness or disease, or death of the Contractor's
employees;
.3 claims for damages because of bodily injury, sickness or
disease, or death of any person other than the Contractor's
employees;
.4 claims for damages insured by usual personal injury liability
coverage;
.5 claims for damages, other than to the Work itself, because of
injury to or destruction of tangible property, including loss
of use resulting therefrom;
.6 claims for damages because of bodily injury, death of a person
or property damage arising out of ownership, maintenance or
use of a motor vehicle'
.7 claims for bodily injury or property damage arising out of
completed operations; and
.8 claims involving contractual liability insurance applicable to
the Contractor's obligations under Paragraph 3.18.
11.1.2 The insurance required by Subparagraph 11.1.1 shall be written for not
less than the following limits:
Insert B: Per Occurrence Aggregate
Insert C: Workmen's Compensation Statutory Statutory
Insert D: Personal Injury $ $
Insert E: Property Damage $ $
Insert F: Automobile $ $
Insert G: Excess $ $
11.1.3 Certificates of insurance acceptable to the Owner shall be filed
with the Owner prior to commencement of the Work. These certificates and
the insurance policies required by this Paragraph 11.1 shall contain a
provision requiring the agent or company to furnish at least 30 days' prior
written notice of cancellation or expiration to the Owner. If any of the
foregoing insurance coverages are required to remain in force after final
payment and are reasonably available, an additional certificate evidencing
continuation of such coverage shall be submitted with the final Application
for Payment as required by Subparagraph 9.10.2. Information concerning
reduction of coverage on account of revised limits or claims paid under the
General Aggregate, or both, shall be furnished by the Contractor with
reasonable promptness in accordance with the Contractor's information and
belief.
11.2 OWNER'S LIABILITY INSURANCE
11.2.1 The Owner shall be responsible for purchasing and maintaining the
Owner's usual liability insurance.
11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE
11.3.1 Optionally, the Owner may require the Contractor to purchase and
maintain Project Management Protective Liability insurance from the
Contractor's usual sources as primary coverage for the Owner's,
Contractor's and Architect's vicarious liability for construction
operations under the Contract. Unless otherwise required by the Contract
Documents, the Owner shall reimburse the Contractor by increasing the
Contract Sum to pay the cost of purchasing and maintaining such optional
insurance coverage, and the Contractor shall not be responsible for
purchasing any other liability insurance on behalf of the Owner. The
minimum limits of liability purchased with such coverage shall be equal to
the aggregate of the limits required for Contractor's Liability Insurance
under Clauses 11.1.1.2 through 11.1.1.5.
11.3.2 To the extent damages are covered by Project Management Protective
Liability insurance, the Owner, Contractor and Architect waive all rights
against each other for damages, except such rights as they may have to the
proceeds of such insurance.
The policy shall provide for such waivers of subrogation by endorsement or
otherwise.
11.3.3 The Owner shall not require the Contractor to include the Owner,
Architect or other persons or entities as additional insureds on the
Contractor's Liability Insurance coverage under Paragraph 11.1.
11.4 PROPERTY INSURANCE
11.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in
a company or companies lawfully authorized to do business in the
jurisdiction in which the Project is located, property insurance written on
a builder's risk "all-risk" or equivalent policy form in the amount of the
initial Contract Sum, plus value of subsequent Contract modifications and
cost of materials supplied or installed by others, comprising total value
for the entire Project at the site on a replacement cost basis without
optional deductibles. Such property insurance shall be maintained, unless
otherwise provided in the Contract Documents or otherwise agreed in writing
by all persons and entities who are beneficiaries of such insurance, until
final payment has been made as provided in Paragraph 9.10 or until no
person or entity other than the Owner has an insurable interest in the
property required by this Paragraph 11.4 to be covered, whichever is later.
This insurance shall include interests of the Owner, the Contractor,
Subcontractors and Sub-subcontractors in the Project.
11.4.1.1 Property insurance shall be on an "all-risk" or equivalent policy
form and shall include, without limitation, insurance against the perils of
fire (with extended coverage) and physical loss or damage including,
without duplication of coverage, theft, vandalism, malicious mischief,
collapse, earthquake, flood, windstorm, falsework, testing and startup,
temporary buildings and debris removal including demolition occasioned by
enforcement of any applicable legal requirements, and shall cover
reasonable compensation for Architect's and Contractor's services and
expenses required as a result of such insured loss.
11.4.1.2 If the Owner does not intend to purchase such property insurance
required by the Contract and with all of the coverages in the amount
described above, the Owner shall so inform the 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, and by appropriate Change Order the cost
thereof shall be charged to the Owner. If the Contractor is damaged by the
failure or neglect of the Owner to purchase or maintain insurance as
described above, without so notifying the Contractor in writing, then the
Owner shall bear all reasonable costs properly attributable thereto.
11.4.1.3 If the property insurance requires deductibles, the Owner shall
pay costs not covered because of such deductibles.
11.4.1.4 This property insurance shall cover portions of the Work stored
off the site, and also portions of the Work in transit.
11.4.1.5 Partial occupancy or use in accordance with Paragraph 9.9 shall
not commence until the insurance company or companies 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 cancellation, lapse or reduction of insurance.
11.4.2 Boiler and Machinery Insurance. The Owner shall purchase and
maintain boiler and machinery insurance required by the Contract Documents
or by law, which shall specifically cover such insured objects during
installation and until final acceptance by the Owner; this insurance shall
include interests of the Owner, Contractor, Subcontractors and
Sub-subcontractors in the Work, and the Owner and Contractor shall be named
insureds.
11.4.3 Loss of Use Insurance. The Owner, at the Owner's option, may
purchase and maintain such insurance as will insure the Owner against loss
of use of the Owner's property due to fire or other hazards, however
caused. The Owner waives all rights of action against the Contractor for
loss of use of the Owner's property, including consequential losses due to
fire or other hazards however caused.
11.4.4 If the Contractor requests in writing that insurance for risks other
than those described herein or other special causes of loss be included in
the property insurance policy, the Owner shall, if possible, include such
insurance, and the cost thereof shall be charged to the Contractor by
appropriate Change Order.
*
11.4.5 If during the Project construction period the Owner insures
properties, real or personal or both, at or adjacent to the site by
property insurance under policies separate from those insuring the Project,
or if after final payment property insurance is to be provided on the
completed Project through a policy or policies other than those insuring
the Project during the construction period, the Owner shall waive all
rights in accordance with the terms of Subparagraph 11.4.7 for damages
caused by fire or other causes of loss covered by this separate property
insurance. All separate policies shall provide this waiver of subrogation
by endorsement or otherwise.
11.4.6 Before an exposure to loss may occur, the Owner shall file with the
Contractor a copy of each policy that includes insurance coverages required
by this Paragraph 11.4. Each policy shall contain all generally applicable
conditions, definitions, exclusions and endorsements related to this
Project. Each policy shall contain a provision that the policy will not be
canceled or allowed to expire, and that its limits will not be reduced,
until at least 30 days' prior written notice has been given to the
Contractor.
11.4.7 Waivers of Subrogation. The Owner and Contractor waive all rights
against (1) each other and any of their subcontractors, sub-subcontractors,
agents and employees, each of the other, and (2) the Architect, Architect's
consultants, separate contractors described in Article 6, if any, and any
of their subcontractors, sub-subcontractors, agents and employees, for
damages caused by fire or other causes of loss to the extent covered by
property insurance obtained pursuant to this Paragraph 11.4 or other
property insurance applicable to the Work, except such rights as they have
to proceeds of such insurance held by the Owner as fiduciary. The Owner or
Contractor, as appropriate, shall require of the Architect, Architect's
consultants, separate contractors described in Article 6, if any, and the
subcontractors, sub-subcontractors, agents and employees of any of them, by
appropriate agreements, written where legally required for validity,
similar waivers each in favor of other parties enumerated herein. The
policies shall provide such waivers of subrogation by endorsement or
otherwise. A waiver of subrogation shall be effective as to a person or
entity even though that person 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.
11.4.8 A loss insured under Owner's property insurance shall be adjusted by
the Owner as fiduciary and made payable to the Owner as fiduciary for the
insureds, as their interests may appear, subject to requirements of any
applicable mortgagee clause and of Subparagraph 11.4.10. The Contractor
shall pay Subcontractors their just shares of insurance proceeds received
by the Contractor, and by appropriate agreements, written where legally
required for validity, shall require Subcontractors to make payments to
their Sub-subcontractors in similar manner.
11.4.9 If required in writing by a party in interest, the Owner as
fiduciary shall, upon occurrence of an insured loss, give bond for proper
performance of the Owner's duties. The cost of required bonds shall be
charged against proceeds received as fiduciary. The Owner shall deposit in
a separate account proceeds so received, which the Owner shall distribute
in accordance with such agreement as the parties in interest may reach, or
in accordance with an arbitration award in which case the procedure shall
be as provided in Paragraph 4.6. If after such loss no other special
agreement is made and unless the Owner terminates the Contract for
convenience, replacement of damaged property shall be performed by the
Contractor after notification of a Change in the Work in accordance with
Article 7.
11.4.10 The Owner as fiduciary shall have power to adjust and settle a loss
with insurers unless one of the parties in interest shall object in writing
within five days after occurrence of loss to the Owner's exercise of this
power; if such objection is made, the dispute shall be resolved as provided
in Paragraphs 4.5 and 4.6. The Owner as fiduciary shall, in the case of
arbitration, make settlement with insurers in accordance with directions of
the arbitrators. If distribution of insurance proceeds by arbitration is
required, the arbitrators will direct such distribution.
11.5 PERFORMANCE BOND AND PAYMENT BOND
11.5.1 The Owner shall have the right to require the Contractor to furnish
bonds covering faithful performance of the Contract and payment of
obligations arising thereunder as stipulated in bidding requirements or
specifically required in the Contract Documents on the date of execution of
the Contract. The cost of such bonds shall be added to the Contract Sum.
11.5.2 Upon the request of any person or entity appearing to be a potential
beneficiary of bonds coveting payment of obligations arising under the
Contract, the Contractor shall promptly furnish a copy 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 Architect's examination 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 has
not specifically requested to examine prior to its being covered, the
Architect may request to see such Work and it shall be uncovered by the
Contractor. If such Work is in accordance with the Contract Documents,
costs of uncovering and replacement shall, by appropriate Change Order, be
at the Owner's expense. If such Work is not in accordance with the Contract
Documents, correction shall be at the Contractor's expense unless the
condition was caused by the Owner or a separate contractor in which event
the Owner shall be responsible for payment of such costs.
12.2 CORRECTION OF WORK
12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION
12.2.1.1 The Contractor shall promptly correct Work rejected by the
Architect or failing to conform to the requirements of the Contract
Documents, whether discovered before or after Substantial Completion and
whether or not fabricated, installed or completed. Costs of correcting such
rejected Work, including additional testing and inspections and
compensation for the Architect's services and expenses made necessary
thereby, shall be at the Contractor's expense.
12.2.2 AFTER SUBSTANTIAL COMPLETION
12.2.2.1 In addition to the Contractor's obligations under Paragraph 3.5,
if, within one year after the date of Substantial Completion of the Work or
designated portion thereof or after the date for commencement of warranties
established under Subparagraph 9.9.1, or by terms of an applicable special
warranty required by the Contract Documents, any of the Work is found to be
not in accordance with the requirements of the Contract Documents, the
Contractor shall correct it promptly after receipt of written notice from
the Owner to do so unless the Owner has previously given the Contractor a
written acceptance of such condition. The Owner shall give such notice
promptly after discovery of the condition. During the one-year period for
correction of Work, if the Owner fails to notify the Contractor and give
the Contractor an opportunity to make the correction, the Owner waives the
rights to require correction by the Contractor and to make a claim for
breach of warranty. If the Contractor fails to correct nonconforming Work
within a reasonable time during that period after receipt of notice from
the Owner or Architect, the Owner may correct it in accordance with
Paragraph 2.4.
12.2.2.2 The one-year period for correction of Work shall be extended with
respect to portions of Work first performed after Substantial Completion by
the period of time between Substantial Completion and the actual
performance of the Work.
12.2.2.3 The one-year period for correction of Work shall not be extended
by corrective Work performed by the Contractor pursuant to this Paragraph
12.2.
12.2.3 The Contractor shall remove from the site portions of the Work which
are not in accordance with the requirements of the Contract Documents and
are neither corrected by the Contractor nor accepted by the Owner.
12.2.4 The Contractor shall bear the cost of correcting destroyed or
damaged construction, whether completed or partially completed, of the
Owner or separate contractors caused by the Contractor's correction or
removal of Work which is not in accordance with the requirements of the
Contract Documents.
12.2.5 Nothing contained in this Paragraph 12.2 shall be construed to
establish a period of limitation with respect to other obligations which
the Contractor might have under the Contract Documents. Establishment of
the one-year period for correction of Work as described in Subparagraph
12.2.2 relates only to the specific obligation of the Contractor to correct
the Work, and has no relationship to the time within which the obligation
to comply with the Contract Documents may be sought to be enforced, nor to
the time within which proceedings may be commenced to establish the
Contractor's liability with respect to the Contractor's obligations other
than specifically to correct the Work.
12.3 ACCEPTANCE OF NONCONFORMING WORK
12.3.1 If the Owner prefers to accept Work which is not in accordance with
the requirements of the Contract Documents, the Owner may do so instead of
requiring its removal and correction, in which case the Contract Sum may be
reduced as appropriate and equitable. Such adjustment shall be effected
whether or not final payment has been made.
ARTICLE 13 MISCELLANEOUS PROVISIONS
13.1 GOVERNING LAW
13.1.1 The Contract shall be governed by the law of the Commonwealth of
Massachusetts.
13.2 SUCCESSORS AND ASSIGNS
13.2.1 The Owner and Contractor respectively bind themselves, their
partners, successors, assigns and legal representatives to the other party
hereto and to partners, successors, assigns and legal representatives of
such other party .in respect to covenants, agreements and obligations
contained in the Contract Documents. Except as provided in Subparagraph
13.2.2, neither party to the Contract shall assign the Contract as a whole
without written consent of the other. If either party attempts to make such
an assignment without such consent, that party shall nevertheless remain
legally responsible for all obligations under the Contract.
13.2.2 The Owner may, without consent of the Contractor, assign the
Contract to an institutional lender providing construction financing for
the Project. In such event, the lender shall assume the Owner's rights and
obligations under the Contract Documents. The Contractor shall execute all
consents reasonably required to facilitate such assignment. but without
waiving or reducing the Contractor's rights under the Contract Documents.
13.3 WRITTEN NOTICE
13.3.1 Written notice shall be deemed to have been duly served if delivered
in person to the individual or a member of the firm or entity or to an
officer of the corporation for which it was intended, or if delivered at or
sent by registered or certified mail to the last business address known to
the party giving notice.
13.4 RIGHTS AND REMEDIES
13.4.1 Duties and obligations imposed by the Contract Documents and rights
and remedies available thereunder shall be in addition to and not a
limitation of duties, obligations, rights and remedies otherwise imposed or
available by law.
13.4.2 No action or failure to act by the Owner, Architect or Contractor
shall constitute a waiver of a right or duty afforded them under the
Contract, nor shall such action or failure to act constitute approval of or
acquiescence in a breach thereunder, except as may be specifically agreed
in writing.
13.5 TESTS AND INSPECTIONS
13.5.1 Tests, inspections and approvals of portions of the Work required by
the Contract Documents or by laws, ordinances, rules, regulations or orders
of public authorities having jurisdiction shall be made at an appropriate
time. Unless otherwise provided, the Contractor shall make arrangements for
such tests, inspections and approvals with an independent testing
laboratory or entity acceptable to the Owner, or with the appropriate
public authority, and shall bear all related costs of tests, inspections
and approvals. The Contractor shall give the Architect timely notice of
when and where tests and inspections are to be made so that the Architect
may be present for such procedures. The Owner shall bear costs of tests,
inspections or approvals which do not become requirements until after bids
are received or negotiations concluded.
13.5.2 If the Architect, Owner or public authorities having jurisdiction
determine that portions of the Work require additional testing, inspection
or approval not included under Subparagraph 13.5.1, the Architect will,
upon written authorization from the Owner, instruct the Contractor to make
arrangements for such additional testing, inspection or approval by an
entity acceptable to the Owner, and the Contractor shall give timely notice
to the Architect of when and where tests and inspections are to be made so
that the Architect may be present for such procedures. Such costs, except
as provided in Subparagraph 13.5.3, shall be at the Owner's expense.
13.5.3 If such procedures for testing, inspection or approval under
Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the Work
to comply with requirements established by the Contract Documents, all
costs made necessary by such failure including those of repeated procedures
and compensation for the Architect's services and expenses shall be at the
Contractor's expense.
13.5.4 Required certificates of testing, inspection or approval shall,
unless otherwise required by the Contract Documents, be secured by the
Contractor and promptly delivered to the Architect.
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 the normal place of testing.
13.5.6 Tests or inspections conducted pursuant to the Contract Documents
shall be made promptly to avoid unreasonable delay in the Work.
13.6 INTEREST
13.6.1 Payments due and unpaid under the Contract Documents shall bear
interest from the date payment is due at such rate as the parties may agree
upon in writing or, in the absence thereof, at the legal rate prevailing
from time to time at the place where the Project is located.
13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD 13.7.1 As between the
Owner and Contractor:
.1 Before Substantial Completion. As to acts or failures to act
occurring prior to the relevant date of Substantial
Completion, any applicable statute of limitations shall
commence to run and any alleged cause of action shall be
deemed to have accrued in any and all events not later than
such date of Substantial Completion;
2. (Intentionally Omitted)
3. After Substantial Completion. As to acts or failures to act
occurring on or after the relevant date of Substantial
Completion, any applicable statute of limitations shall
commence to run and any alleged cause of action shall be
deemed to have accrued in any and all events not later than
the date of any act or failure to act by the Contractor or
Owner.
ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT
14.1 TERMINATION BY THE CONTRACTOR
14.1.1 The Contractor may terminate the Contract if the Work is stopped for
a period of 30 consecutive days through no act or fault of the Contractor
or a Subcontractor, Sub-subcontractor or their agents or employees or any
other persons or entities performing portions of the Work under direct or
indirect contract with the Contractor, for any of the following reasons:
.1 issuance of an order of a court or other public authority
having jurisdiction which requires all Work to be stopped;
.2 an act of government, such as a declaration of national
emergency which requires all Work to be stopped;
.3 because the Architect has not issued a Certificate for Payment
and has not notified the Contractor of the reason for
withholding certification as provided in 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; or
.4 the Owner has failed to furnish to the Contractor promptly,
upon the Contractor's request, reasonable evidence as required
by Subparagraph 2.2.1; or
.5 The Owner has failed to provide information, make decisions,
or furnish information required by the Contract Documents, or
otherwise is guilty of a substantial breach of the Contract
Documents.
14.1.2 The Contractor may terminate the Contract if, through no act or
fault of the Contractor or a Subcontractor, Sub-subcontractor or their
agents or employees or any other persons or entities performing portions of
the Work under direct or indirect contract with the Contractor, repeated
suspensions, delays or interruptions of the entire Work by the Owner as
described in Paragraph 14.3 constitute in the aggregate more than 100
percent of the total number of days scheduled for completion, or 120 days
in any 365-day period, whichever is less.
14.1.3 If one of the reasons described in Subparagraph 14.1.1 or 14.1.2
exists, the Contractor may, upon seven days' written notice to the Owner
and Architect, terminate the Contract and recover from the Owner payment
for Work executed and for proven loss with respect to materials, equipment,
tools, and construction equipment and machinery, including reasonable
overhead, profit and damages.
14.1.4 If the Work is stopped for a period of 60 consecutive days through
no act or fault of the Contractor or a Subcontractor or their agents or
employees or any other persons performing portions of the Work under
contract with the Contractor because the Owner has persistently failed to
fulfill the Owner's obligations under the Contract Documents with respect
to matters important to the progress of the Work, the Contractor may, upon
seven additional days' written notice to the Owner and the Architect,
terminate the Contract and recover from the Owner as provided in
Subparagraph 14.1.3.
14.2 TERMINATION BY THE OWNER FOR CAUSE
14.2.1 The Owner may terminate the Contract if the Contractor:
.1 persistently or repeatedly refuses or fails to supply enough
properly skilled workers or proper materials;
.2 fails to make payment to Subcontractors for materials or labor
in accordance with the respective agreements between the
Contractor and the Subcontractors;
.3 persistently disregards laws, ordinances, or rules,
regulations or orders of a public authority having
jurisdiction; or
.4 otherwise is guilty of substantial breach of a provision of
the Contract Documents.
14.2.2 When any of the above reasons exist, the Owner, upon certification
by the Architect that sufficient cause exists to justify such action, may
without prejudice to any other rights or remedies of the Owner and after
giving the Contractor and the Contractor's surety, if any, seven days'
written notice, terminate employment of the Contractor and may, subject to
any prior rights of the surety:
.1 take possession of the site and of all materials, equipment,
tools, and construction equipment and machinery thereon
owned by the Contractor;
.2 accept assignment of subcontracts pursuant to Paragraph 5.4;
and
.3 finish the Work by whatever reasonable method the Owner may
deem expedient. Upon request of the Contractor, the Owner
shall furnish to the Contractor a detailed accounting of the
costs incurred by the Owner in finishing the Work.
14.2.3 When the Owner terminates the Contract for one of the reasons stated
in Subparagraph 14.2.1, the Contractor shall not be entitled to receive
further payment until the Work is finished.
14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing
the Work, including compensation for the Architect's services and expenses
made necessary thereby, and other damages incurred by the Owner and not
expressly waived, such excess shall be paid to the Contractor. If such
costs and damages exceed the unpaid balance, the Contractor shall pay the
difference to the Owner. The amount to be paid to the Contractor or Owner,
as the case may be, shall be certified by the Architect, upon application,
and this obligation for payment shall survive termination of the Contract.
14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE
14.3.1 The Owner may, without cause, order the Contractor in writing to
suspend, delay or interrupt the Work in whole or in part for such period of
time as the Owner may determine.
14.3.2 The Contract Sum and Contract Time shall be adjusted for increases
in the cost and time caused by suspension, delay or interruption as
described in Subparagraph 14.3.1. Adjustment of the Contract Sum shall
include profit. No adjustment shall be made to the extent:
.1 that performance is, was or would have been so suspended,
delayed or interrupted by another cause for which the
Contractor is responsible; or
.2 that an equitable adjustment is made or denied under another
provision of the Contract.
14.4 TERMINATION BY THE OWNER FOR CONVENIENCE
14.4.1 The Owner may, at any time, terminate the Contract for the Owner's
convenience and without cause.
14.4.2 Upon receipt of written notice from the Owner of such termination
for the Owner's convenience, the Contractor shall:
.1 cease operations as directed by the Owner in the notice;
.2 take actions necessary, or that the Owner may direct, for the
protection and preservation of the Work; and
.3 except for Work directed to be performed prior to the
effective date of termination stated in the notice, terminate
all existing subcontracts and purchase orders and enter into
no further subcontracts and purchase orders.
14.4.3 In case of such termination for the Owner's convenience, the
Contractor shall be entitled to receive payment for Work executed, and
costs incurred by reason of such termination, along with reasonable
overhead and profit on the Work not executed.
Plans and Specifications
Kronos Corporate Headquarters
Chelmsford, Massachusetts
February 22, 1999
Site Plans: Daylor Consulting Group, Inc. Dated
1 Cover Sheet 02/04/99
2 Existing Conditions Plan 02/04/99
3 Site Layout Plan 02/04/99
4 Site Grading Plan 02/04/99
5 Site Utility Plan 02/04/99
6 Site Erosion Control Plan 02/04/99
7 Site Landscaping Plan 02/04/99
8 Site Lighting Plan 02/04/99
9 Detail Sheet 02/04/99
10 Detail Sheet 02/04/99
11 Detail Sheet 02/04/99
12 Detail Sheet 02/04/99
Base Building
Architectural Plans: Spagnolo/Gisness & Associates
AO.0 Cover
AO.1 Legends, Schedules, Notes 02/22/99
Al.l First Floor Key Plan 02/22/99
Al.2 Second Floor Key Plan 02/22/99
Al.3 Third Floor Key Plan 02/22/99
Al.4 Roof Plan 02/22/99
A2.la Partial First Floor Plan Side A 02/22/99
A2.lb Partial First Floor Plan Side B 02/22/99
A2.2a Partial Second Floor Plan Side A 02/22/99
A2.2b Partial Second Floor Plan Side B 02/22/99
A2.3a Partial Third Floor Plan Side A 02/22/99
A2.3b Partial Third Floor Plan Side B 02/22/99
A3.l North and South Elevations 02/22/99
A3.2 East and West Elevations 02/22/99
A4.l Enlarged Elevation 02/22/99
A5.l Wall and Building Sections 02/22/99
A5.2 Wall & Building Sections 02/22/99
AG.l Enlarged Wall Section Details 02/22/99
AG.2 Loading Dock wall elevations and Sections 02/22/99
AG.3 Roof Details 02/22/99
A7.l Enlarged Plan Details 02/22/99
A7.2 Enlarged Plan Details 02/22/99
A8.l Enlarged Stair Details 02/22/99
A8.2 Enlarged Stair Details 02/22/99
A9.l Enlarged Elevator Details 02/22/99
AlO.l Enlarged Toilet Core Details 02/22/99
A12.l First Floor Reflected Ceiling Plan 02/22/99
A12.2 Second Floor Reflected Ceiling Plan 02/22/99
A12.3 Third Floor Reflected Ceiling Plan 02/22/99
Structural Drawings - McNamara/Salvia
81.00 General Notes 02/22/99
S2.00 Foundation Plan 02/22/99
S2.0l Second Floor Framing Plan 02/22/99
S2.02 Third Floor Framing Plan 02/22/99
S2.03 Roof Framing Plan 02/22/99
S2.04 Roof Screen Plan 02/22/99
S3.00 Column Schedule and Baseplate Details 02/22/99
S3.0l Brace Frame Elevations and Details 02/22/99
S4.00 Typical Concrete Details I 02/22/99
S4.0l Typical Concrete Details II 02/22/99
S4.02 Typical Concrete Details III 02/22/99
S5.00 Typical Steel Details I 02/22/99
S5.01 Typical Steel Details II 02/22/99
SG.00 Spandrel Support Details 02/22/99
S7.00 Misc. Elevations, Sections and Details 02/22/99
Fire Protection: Abbood/Holloran Associates
FPl.0 Fire Protection Legend & Diagrams 02/22/99
FP2lA Fire Protection Partial First Floor Plan A 02/22/99
FP2.lB Fire Protection Partial First Floor Plan B 02/22/99
FP2.2A Fire Protection Partial Second Floor Plan A 02/22/99
FP2.2B Fire Protection Partial Second Floor Plan B 02/22/99
FP2.3A Fire Protection Partial Third Floor Plan A 02/22/99
FP2.3B Fire Protection Partial Third Floor Plan B 02/22/99
Plumbing: Abbood/Holloran Associates
P1.0 Plumbing Legend and Diagrams 02/22/99
P2.la Plumbing First Floor Plan 02/22/99
P2.lb Plumbing First Floor Plan 02/22/99
P2.2a Plumbing Second Floor Plan 02/22/99
P2.2b Plumbing Second Floor Plan 02/22/99
P2.3a Plumbing Third Floor Plan 02/22/99
P2.3b Plumbing Third Floor Plan 02/22/99
P2.4a Plumbing Roof Plan 02/22/99
P2.4b Plumbing Roof Plan 02/22/99
P3.0 Plumbing Riser Diagrams 02/22/99
HVAC: Abbood/Holloran Associates
Hl.0 HVAC Notes, Legend, Schedule 02/22/99
H1.1 HVAC Details 02/22/99
H2.la HVAC Partial First Floor Plan Site A 02/22/99
H2.lb HVAC Partial First Floor Plan Side B 02/22/99
H2.2a HVAC Partial Second Floor Plan Side A 02/22/99
H2.2b HVAC Partial Second Floor Plan Side B 02/22/99
H2.3a Partial Third Floor Plan Side A 02/22/99
H2.3b Partial Third Floor Plan Side B 02/22/99
H2.Ra Partial Roof Plan Side A 02/22/99
H2.Rb Partial Roof Plan Side B 02/22/99
H3.0 HVAC Riser Diagrams 02/22/99
Electrical Drawings: Abbood/Holloran Associates
E-l Legend, Schedules & Notes 02/22/99
E-2-A Lighting and Power, First Floor Plan Side A 02/22/99
E-2-B Lighting and Power, First Floor Plan Side B 02/22/99
E--3-A Lighting and Power, Second Floor Plan Side A 02/22/99
E-3-B Lighting and Power, Second Floor Plan Side B 02/22/99
5-4-A Lighting and Power, Third Floor Plan Side A 02/22/99
E-4-B Lighting and Power, Third Floor Plan Side B 02/22/99
E-5-A Partial Roof Plan Side A 02/22/99
E-5-B Partial Roof Plan Side B 02/22/99
E-6 Power Distribution Riser Diagram 02/22/99
E-7 Fire Alarm Riser Diagram 02/22/99
SE-l Site Electrical Plan 02/12/99
PROJECT MANUAL
BASE BUILDING
SPECIFICATIONS
DIVISION 1 - GENERAL REQUIREMENTS
01000 General Requirements 02/22/99
01030 Alternates 02/22/99
01400 Quality Control and Testing Services 02/22/99
01630 Substitution Request Form 02/22/99
DIVISION 2 - SITEWORK - Prepared by Daylor Consulting Group
02010 Subsurface Investigation 02/04/99
02070 Selective Demolition 02/04/99
02100 Site Preparation 02/04/99
02200 Earthwork 02/04/99
02210 Site Grading 02/04/99
02500 Paving and Surfacing 02/04/99
02524 Sidewalk 02/04/99
02600 Site Utilities 02/04/99
02601 Precast Concrete Manholes, Catch Basins, 02/04/99
02612 Reinforced Concrete Pipe 02/04/99
02616 Ductile Iron Pipe and Fittings 02/02/99
02622 Polyvinyl Chloride Pipe (PVC) 02/04/99
02640 Valves and Appurtenances 02/04/99
02645 Hydrants 02/04/99
02730 Wastewater Collection 02/04/99
02851 Guard Rail 02/04/99
02930 Lawns and Grasses 02/04/99
02950 Trees, Shrubs and Ground Covers 02/04/99
DIVISION 3 - CONCRETE
03001 Concrete Work - Building 02/22/99
03450 Architectural Precast Concrete 02/22/99
DIVISION 4 - MASONRY
04200 Unit Masonry 02/22/99
DIVISION 5 - METALS
05120Structural Steel 02/22/99
05300Metal Decking 02/22/99
05400Cold Formed Metal Framing 02/22/99
05500Miscellaneous Metals 02/22/99
DIVISION 6 - WOOD AND PLASTICS
06100 Rough Carpentry 02/22/99
06402 Interior Architectural Woodwork 02/22/99
DIVISION 7 - THERMAL AND MOISTURE PROTECTION
07145 Cementitious Waterproofing 02/22/99
07160 Bituminous Dampproofing 02/22/99
07200 Insulation and Vapor Retarders 02/22/99
07265 Sprayed-On Fireproofing 02/22/99
07270 Firestopping 02/22/99
07420 Metal Wall Panels 02/22/99
07530 Single-Ply Membrane Roofing System 02/22/99
07600 Flashing and Sheet Metal 02/22/99
07720 Roof Accessories 02/22/99
07900 Joint Sealers and Fillers 02/22/99
DIVISION 8 - DOORS AND WINDOWS
08110 Steel Doors and Frames 02/22/99
08200 Wood Doors 02/22/99
08305 Access Doors 02/22/99
08410 Aluminum Entrances 02/22/99
08700 Finish Hardware 02/22/99
08800 Glass and Glazing 02/22/99
08900 Glazed Aluminum Framing Systems 02/22/99
DIVISION 9 - FINISHES
09215 Veneer Plaster 02/22/99
09250 Gypsum Drywall 02/22/99
09260 Gypsum Sheathing 02/22/99
09300 Tile 02/22/99
09510 Acoustical Ceilings 02/22/99
09650 Resilient Flooring and Base 02/22/99
09680 Carpeting - See Interior Architect Specification
09720 Vinyl Wall Covering 02/22/99
09900 Painting 02/22/99
DIVISION 10 - SPECIALTIES
10160 Metal Toilet Partitions 02/22/99
10400 Signage and Graphics 02/22/99
10520 Fire Extinguishers and Cabinets 02/22/99
10800 Toilet Accessories 02/22/99
02/22/99
DIVISION 11 - EQUIPMENT
11160 Loading Dock Equipment 02/22/99
DIVISION 12 - FURNISHINGS
12500 Window Treatment - See Interior Architect Specification
12690 Entrance Mats - See Interior Architect Specification
DIVISION 13 - SPECIAL CONSTRUCTION
Not Used
DIVISION 14 - CONVEYING SYSTEMS
14240 Hydraulic Elevators 02/22/99
DIVISION 15 - MECHANICAL
15300Fire Protection 02/22/99
15400Plumbing 02/22/99
15500Heating, Ventilating and Air Conditioning 02/22/99
DIVISION 16 - ELECTRICAL
16000 Electrical 02/22/99
Appendices
Appendix A - Foundation Engineering Report 06/26/98
Prepared by McPhail Associates, Inc.
Geotechnical Engineers