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GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION
AIA 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 AIA DOCUMENT MAY BE MADE BY USING AIA 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, 1997 by The American Institute of Architects. Fifteenth
Edition. Reproduction of the material herein or substantial quotation of its
provisions without written permission of the AIA violates the copyright laws of
the United States and will subject the violator to legal prosecution.
TABLE OF ARTICLES
1. GENERAL PROVISIONS
2. OWNER
3. CONTRACTOR
4. ADMINISTRATION OF THE CONTRACT
5. SUBCONTRACTORS
6. CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
7. CHANGES IN THE WORK
8. TIME
9. PAYMENTS AND COMPLETION
AIA DOCUMENT A201-GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - 1997
EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW
YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicenced photocopying
violates U.S. copyright laws and will subject the violator to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.
Electronic Format A201-1997
User Document: 2031A201.DOC -- 6/6/1999.
AIA License Number 109286, which expires
on 6/30/1999
<PAGE>
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
<PAGE>
INDEX
Acceptance of Nonconforming Work
9.6.6, 9.9.3, 12.3
Acceptance of Work
9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3
Access to Work
3.16, 6.2.1, 12.1
Accident Prevention
4.2.3, 10
Acts and Omissions
3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 4.3.8, 4.4.1, 8.3.1, 9.5.1, 10.2.5,
13.4.2, 13.7, 14.1
Addenda
1.1.1, 3.11
Additional Cost, Claims for
4.3.4, 4.3.5, 4.3.6, 6.1.1, 10.3
Additional Inspections and Testing
9.8.3, 12.2.1, 13.5
Additional time, Claims for
4.3.4, 4.3.7, 8.3.2
ADMINISTRATION OF THE CONTRACT
3.1.3, 4, 9.4, 9.5
Advertisement or Invitation to Bid
1.1.1
Aesthetic Effect
4.2.13, 4.5.1
Allowances
3.8
All-risk Insurance
11.4.1.1
Applications for Payment
4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10, 11.3,
14.2.4, 14.4.3
Approvals
2.4, 3.1.3, 3.5, 3.10.2, 3.12, 4.2.7, 9.3.2, 13.4.2, 13.5
<PAGE>
Arbitration
4.3.3, 4.4, 4.5.1, 4.5.2, 4.6, 8.3.1, 9.7.1, 11.4.9, 11.4.10
Architect
4.1
Architect, Definition of
4.1.1
Architect, Extent of Authority
2.4, 3.12.7, 4.2, 4.3.6, 4.4, 5.2, 6.3, 7.1.2, 7.3.6, 7.4, 9.2, 9.3.1, 9.4,
9.5, 9.8.3, 9.10.12, 9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4
Architect, Limitations of Authority and Responsibility
2.1.1, 3.3.3, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6,
4.2.7, 4.2.10, 4.2.12, 4.2.13, 4.4, 5.2.1, 7.4, 9.4.2, 9.6.4, 9.6.6
Architect's Additional Services and Expenses
2.4, 11.4.101, 12.2.1, 13.5.2, 13.5.3, 14.2.4
Architect's Administration of the Contract
3.1.3, 4.2, 4.3.4, 4.4, 9.4, 9.5
Architect's Approvals
2.4, 3.1.3, 3.5.1, 3.10.2, 4.2.7
Architect's Authority to Reject Work
3.5.1, 4.2.6, 12.1.2, 12.2.1
Architect's Copyright
1.6
Architect's Decisions
4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5, 4.4.6, 4.5, 6.3,
7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2,
14.2.4
Architect's Inspections
4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5
Architect's Instructions
3.2.3, 3.3.1, 4.2.6, 4.2.7, 4.2.8, 7.4.1, 12.1, 13.5.2
Architect's Interpretations
4.2.11, 4.2.12, 4.3.6
Architect's Project Representative
4.2.10
<PAGE>
Architect's Relationship with Contractor
1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.10,
3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2,
7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7,
12, 13.4.2, 13.5
Architect's Relationship with Subcontractors
1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.4.7
Architect's Representations
9.4.2, 9.5.1, 9.10.1
Architect's Site Visits
4.2.2, 4.2.5, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5
Asbestos
10.3.1
Attorneys' Fees
3.18.1, 9.10.2, 10.3.3
Award of Separate Contracts
6.1.1, 6.1.2
Award of Subcontracts and Other Contracts for Portions of the Work
5.2
Basic Definitions
1.1
Bidding Requirements
1.1.1, 1.1.7, 5.2.1, 11.5.1
Boiler and Machinery Insurance
11.4.2
Bonds, Liens
9.10.2
Bonds, Performance, and Payment
7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
Building Permit
3.7.1
Capitalization
1.3
Certificate of Substantial Completion
9.8.3, 9.8.4, 9.8.5
<PAGE>
Certificates for Payment
4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1, 9.10.3, 13.7,
14.1.1.3, 14.2.4
Certificates of Inspection, Testing or Approval
13.5.4
Certificates of Insurance
9.10.2, 11.1.3
Change Orders
1.1.1, 2.4.1, 3.4.2, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8, 4.3.4, 4.3.9, 5.2.3,
7.1, 7.2, 7.3, 8.3.1, 9.3.1.1, 9.10.3, 11.4.1.2, 11.4.4, 11.4.9, 12.1.2
Change Orders, Definition of
7.2.1
CHANGES IN THE WORK
3.11, 4.2.8, 7, 8.3.1, 9.3.1.1, 11.4.9
Claim, Definition of
4.3.1
Claims and Disputes
3.2.3, 4.3, 4.4, 4.5, 4.6, 6.1.1, 6.3, 7.3.8, 9.3.3, 9.10.4, 10.3.3
Claims and Timely Assertion of Claims
4.6.5
Claims for Additional Cost
3.2.3, 4.3.4, 4.3.5, 4.3.6, 6.1.1, 7.3.8, 10.3.2
Claims for Additional Time
3.2.3, 4.3.4, 4.3.7, 6.1.1, 7.3.8, 10.3.2
Claims for Concealed or Unknown Conditions
4.3.4
Claims for Damages
3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.4.5,
11.4.7, 14.1.3, 14.2.4
Claims Subject to Arbitration
4.4.1, 4.5.1, 4.6.1
Cleaning Up
3.15, 6.3
Commencement of Statutory Limitation Period
13.7
<PAGE>
Commencement of the Work, Conditions Relating to
2.2.1, 3.2.1, 3.4.1, 3.7.1, 3.12.6, 4.3.5, 5.2.1, 5.2.3, 6.2.2, 8.1.2,
8.2.2, 8.3.1, 11.1, 11.41, or 11.46, 11.5.1
Commencement of the Work definition of
8.1.2
Communications of the Facilitating Contract Administration
3.9, 4.2.4
Completion, Conditions Relating to
1.6.1, 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1, 9.10, 12.2,
13.7, 14.12
COMPLETION, PAYMENTS AND
9
Completion, Substantial
4.2.9, 8.1.1, 813., 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 9.10.4.2, 12.2, 13.7
Compliance With Laws
1.6.1, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6.4, 4.6.6, 9.6.4,
10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14.1.1, 14.2.1.3
Concealed or Unknown Conditions
4.3.4, 8.3.1, 10.3
Conditions of the Contract
1.1.1, 1.1.7, 6.1.1, 6.1.4
Consent, Written
1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5, 9.9.1,
9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2
CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
1.1.4, 6
Construction change Directive, Definition of
7.3.1
Construction change Directives
1.1.1, 3.12.8, 4.2.8, 4.3.9, 7.1, 7.3, 9.3.1.1
Construction Schedules, Contractor's
1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
Contingent Assignment of Subcontracts
5.4, 14.2.2.2
<PAGE>
Continuing Contract Performance
4.3.3
Contract, Definition of
1.1.2
CONTRACT, TERMINATION OR SUSPENSION OF THE
5.4.1.1, 11.4.9, 14
Contract Administration
3.1.3, 4, 9.4, 9.5
Contract Award and Execution, Conditions Relating to
3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.4.6, 11.5.1
Contract Documents, The
1.1, 1.2
Contract Documents, Copies Furnished and Use of
1.6, 2.2.5, 5.3
Contract Documents, Definition of
1.1.1
Contract Sum
3.8, 4.3.4, 4.3.5, 4.4.5, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2, 9.5.1.4, 9.6.7,
9.7, 10.3.2, 11.4.1, 14.2.4, 14.3.2
Contract Sum, Definition of
9.1
Contract Time
4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1.3, 7.3, 7.4, 8.1.1, 8.2, 8.3.1, 9.5.1,
9.7, 10.3.2, 12.1.1, 14.3.2
Contract Time, Definition of
8.1.1
CONTRACTOR
3
Contractor, Definition of
3.1., 6.1.2
Contractor's Construction Schedules
1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
Contractor's Employees
3.2.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1, 11.4.7,
14.1, 14.2.1.1,
<PAGE>
Contractor's Liability Insurance
11.1
Contractor's Relationship with Separate Contractors and Owners
Forces
3.12.5, 3.14.2, 4.2.4, 6, 11.4.7, 12.1.2, 12.2.4
Contractor's Relationship with Subcontractors
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, 11.4.7,
11.4.8
Contractor's Relationship with the Architect
1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.10,
3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2,
7, 8.3.1, 9.2, 9.3, 9.4, 5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12,
13.4.2, 13.5
Contractor's Representations
1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2
Contractor's Responsibility for Those Performing the Work
3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10
Contractor's Review of Contract Documents
1.5.2, 3.2, 3.7.3
Contractor's Right to Stop the Work
9.7
Contractor's Right to Terminate the Contract
4.3.10, 14.1
Contractor's Submittals
3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8.2, 9.8.3,
9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.5.2
Contractor's Superintendent
3.9, 10.2.6
Contractor's Supervision and Construction Procedures
1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3, 6.2.4, 7.1.3, 7.3.4,
7.3.6, 8.2, 10, 12, 14
Contractual Liability Insurance
11.1.1.8, 11.2, 11.3
Coordination and Correlation
1.2, 1.5.2, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1
Copies Furnished of Drawings and Specifications
1.6, 2.2.5, 3.11
<PAGE>
Copyrights
1.6, 3.17
Correction of Work
2.3, 2.4, 3.7.4, 4.2.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2, 13.7.1.3
Correlation and Intent of the Contract Documents
1.2
Cost, Definition of
7.3.6
Costs
2.4, 3.2.3, 3.7.4, 3.8.2, 3.15.2, 4.3, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.6,
7.3.7, 7.3.8, 9.10.2, 10.3.2, 10.5, 11.3, 11.4, 12.1, 12.2.1, 12.2.4, 13.5,
14
Cutting and Patching
[Numbers are cut off]
Damage to Construction of Owner or Separate Contractors
3.14.2, 6.2.4, 9.2.1.5, 10.2.1.2, 10.2.5, 10.6, 11.1, 11.4, 12.2.4
Damage to the Work
3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.6, 11.4, 12.2.4
Damages, Claims for
3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.4.5,
11.4.7, 14.1.3, 14.2.4
Damages for Delay
6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2
Date of Commencement of the Work, Definition of
8.1.2
Date of Substantial Completion, Definition of
8.1.3
Day, Definition of
3.1.4
Decisions of the Architect
4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5, 4.4.6, 4.5, 6.3,
7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2,
14.2.4
Decisions to Withhold Certification
9.4.1, 9.5, 9.7, 14.1.1.3
<PAGE>
Defective or Nonconforming Work, Acceptance, Rejection and Correction of
2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, 9.9.3, 9.10.4,
12.2.1, 13.7.1.3
Defective Work, Definition of
3.5.1
Definitions
1.1, 2.1.1, 3.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 4.3.1, 5.1, 6.1.2,
7.2.1, 7.3.1, 7.3.6, 8.1, 9.1, 9.81
Delays and Extensions of Time
3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 7.5.1, 8.3,
9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2
Disputes
4.1.4, 4.3, 4.4, 4.5, 4.6, 6.3, 7.3.8
Documents and Samples at the Site
3.11
Drawings, Definition of
1.1.5
Drawings and Specifications, Use and Ownership of
1.1.1, 1.3, 2.2.5, 3.11, 5.3
Effective Date of Insurance
8.2.2, 11.1.2
Emergencies
4.3.5, 10.6, 14.1.1.2
Employees, Contractor's
3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1, 11.4.7,
14.1, 14.2.1.1
Equipment, Labor, Materials and
1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7,
5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4,
14.2.1.2
Execution and Progress of the Work
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, 3.12,
3.14, 4.2.2, 4.2.3, 4.3.3, 6.2.2, 7.1.3, 7.3.4, 8.2, 9.5, 9.9.1, 10.2,
10.3, 12.2, 14.2, 14.3
Extensions of Time
3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3, 7.4.1, 9.5.1, 9.7.1,
10.3.2, 10.6.1, 14.3.2
<PAGE>
Failure of Payment
4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6
Faulty Work
(See Defective or Nonconforming Work)
Final Completion and final Payment
4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.13, 11.4.1, 11.4.5, 12.3.1,
13.7, 14.2.4, 14.4.3
Financial Arrangements, Owner's
2.2.1, 13.2.2, 14.1.1.5
Fire and Extended coverage Insurance
11.4
GENERAL PROVISIONS
1
Governing Law
13.1
Guarantees (See Warranty)
Hazardous Materials
10.2.4, 10.3, 10.5
Identification of Contract Documents
1.5.1
Identification of Subcontractors and Suppliers
5.2.1
Indemnification
3.17, 3.18, 9.10.2, 10.3.3, 10.5, 11.4.1.2, 11.4.7
Information and Services Required of the Owner
2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4, 6.2.5,
9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2,
14.1.1.4, 14.1.4
Injury or Damage to Person or Property
4.3.8, 10.2, 10.6
Inspections
3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.2, 9.8.3, 9.9.2,
9.10.1, 12.2.1, 13.5
Instructions to bidders
1.1.1
<PAGE>
Instructions to the Contractor
3.2.3, 3.3.1, 3.8.1, 4.2.8, 5.2.1, 7, 12, 8.2.2, 13.5.2
Insurance
3.18.1, 6.1.1, 7.3.6, 8.2.1, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 9.10.5, 11
Insurance, Boiler and Machinery
11.4.2
Insurance, Contractor's Liability
11.1
Insurance, Effective Date of
8.2.2, 11.1.2
Insurance, Loss of Use
11.4.3
Insurance, Owner's Liability
11.2
Insurance, Project Management Protective Liability
11.3
Insurance, Property
10.2.5., 11.4
Insurance, Store Materials
9.3.2, 11.4.1.4
INSURANCE AND BONDS
11
Insurance Companies, Consent to Partial Occupancy
9.9.1, 11.4.1.5
Insurance Companies, Settlement with
11.4.10
Intent of the Contract documents
1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4
Interest
13.6
Interpretation
1.2.3, 1.4, 4.1.1, 4.3.1, 5.1, 6.1.2, 8.1.4
Interpretations, Written
4.2.11, 4.2.12, 4.3.6
<PAGE>
Joinder and Consolidation of Claims Required
4.6.4
Judgment on Final Award
4.6.6
Labor and Materials, Equipment
1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 42.6, 4.2.7,
5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4,
14.2.1.2
Labor Disputes
8.3.1
Laws and Regulations
1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6, 9.6.4, 9.9.1,
10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14
Liens
2.1.2, 4.4.8, 8.2.2, 9.3.3, 9.10
Limitation on consolidation or Joinder
4.6.4
Limitations, Statutes of
4.6.3., 12.2.6, 13.7
Limitations of Liability
2.3, 3.2.1, 3.5.1, 3.7.3, 3.12.8, 3.12.10, 3.17, 3.18, 4.2.6, 4.2.7,
4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.10.4, 10.3.3, 10.2.5, 11.1.2, 11.2.1,
11.4.7, 12.2.5, 13.4.2
Limitations of Time
2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 4.3, 4.4,
4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1,
9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2,
13.5, 13.7, 14
Loss of Use Insurance
11.4.3
Material Suppliers
1.6, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5
Materials Hazardous
10.2.4, 10.3, 10.5
Materials, Labor, Equipment and
1.1.3, 1.1.6, 1.6.1, 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12, 3.13, 3.15.1, 4.2.6,
4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1., 10.2.4,
14.2.1.2
<PAGE>
Means, Methods, Techniques, Sequences and Procedures of Construction
3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2
Mechanic's Lien
4.4.8
Mediation
4.4.1, 4.4.5, 4.4.6, 4.4.8, 4.5, 4.6.1, 4.6.2, 8.3.1, 10.5
Minor Changes in the Work
1.1.1, 3.12.8, 4.2.8, 4.3.6, 7.1, 7.4
MISCELLANEOUS PROVISIONS
13
Modifications, Definition of
1.1.1
Modifications to the Contract
1.1.1, 1.1.2, 3.7.3, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7, 10.3.2,
11.4.1
Mutual Responsibility
6.2
Nonconforming Work, Acceptance of
9.6.6, 9.9.3, 12.3
Nonconforming Work, Rejection and Correction of
2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2.1,
13.7.1.3
Notice
2.2.1, 2.3, 2.4, 3.2.3, 3.3.1, 3.7.2, 3.7.4, 3.12.9, 4.3, 4.4.8, 4.6.5,
5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3,
13.5.1, 13.5.2, 14.1, 14.2
Notice, Written
2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1, 8.2.2,
9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3.4
Notice of Testing and Inspections
13.5.1, 13.5.2
Notice to Proceed
8.2.2
Notices, Permits, Fees and
2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2
Observations, Contractor's
1.5.2, 3.2, 3.7.3, 4.3.4
<PAGE>
Occupancy
2.2.2, 9.6.6., 9.8, 11.4.1.5
Orders Written
1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 14.3.1
OWNER
2
Owner, Definition of
2.1
Owner, Information and Services Required of the
2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4, 6.2.5,
9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2,
14.1.1.4, 14.1.4
Owner's Authority
1.6, 2.1.1, 2.3, 2.4, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.1.3, 4.2.4,
4.2.9, 4.3.6, 4.4.7, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2,
8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.1, 11.4.3,
11.4.10, 12.2.2, 12.3.1, 13.2.2, 14.3, 14.4
Owner's Financial Capability
2.2.1, 13.2.2, 14.1.1.5
Owner's Liability Insurance
11.2
Owner's Loss of Use Insurance
11.4.3
Owner's Relationship with Subcontractors
1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2
Owner's Right to Carry Out the Work
2.4, 12.2.4, 14.2.2.2
Owner's Right to Clean Up
6.3
Owner's Right to Perform Construction and to Award Separate Contracts
6.1
Owner's Right to Stop the Work
2.3
Owner's Right to Suspend the Work
14.3
<PAGE>
Owner's Right to Terminate the Contract
14.2
Ownership and Use of Drawings, Specifications and Other
Instruments of Service
1.1.1, 1.6, 2.2.5, 3.2.1, 3.11.1, 3.17.1, 4.2.12, 5.3
Partial Occupancy or Use
9.6.6, 9.9, 11.4.1.5
Patching, Cutting and
3.14, 6.2.5
Patents
3.17
Payment, Applications for
4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10.1, 9.10.3,
9.10.5, 11.13, 14.2.4, 14.4.3
Payment, Certificates for
4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10.1, 9.10.3,
9.10.5, 11.13, 14.2.4, 14.4.3
Payment Certificates for
4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1, 9.10.3, 13.7,
14.1.1.3, 14.2.4
Payment, Failure of
4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6
Payment Final
4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5, 12.3.1,
13.7, 14.2.4, 14.4.3
Payment Bond, Performance Bond and
7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
Payments, Progress
4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3
PAYMENTS AND COMPLETION
9
Payments to Subcontractors
5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8, 14.2.1.2
PCB
10.3.1
<PAGE>
Performance bond and Payment Bond
7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
Permits, Fees and Notices
2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2
PERSONS AND PROPERTY, PROTECTION OF
10
Polychlorinated Biphenyl
10.3.1
Product Data, Definition of
3.12.2
Product Data and Samples, Shop Drawings
3.11, 3.12, 4.2.7
Progress and Completion
4.2.2, 4.3.3, 8.2, 9.8, 9.9.1, 14.1.4
Progress Payments
4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3
Project, Definition of the
1.1.4
Project Management Protective Liability Insurance
11.3
Project Manual, Definition of the
1.1.7
Project Manuals
2.2.5
Project Representatives
4.2.10
Property Insurance
10.2.5, 11.4
PROTECTION OF PERSONS AND PROPERTY
10
Regulations and Laws
1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6, 9.6.4, 9.9.1,
10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14
Rejection of Work
3.5.1, 4.2.6, 12.2.1
<PAGE>
Releases and Waivers of Liens
9.10.2
Representations
1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.8.2, 9.10.1
Representatives
2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.10, 5.1.1, 5.1.2, 13.2.1
Resolution of Claims and Disputes
4.4, 4.5, 4.6
Responsibility for Those Performing the Work
3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10
Retainage
9.3.1, 9.6.2, 9..5, 9.9.1, 9.10.2, 9.10.3
Review of contract Documents and field Conditions by
Contractor
1.5.2, 3.2, 3.7.3, 3.12.7, 6.13
Review of Contractor's Submittals by Owner and Architect
3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2
Review of Shop Drawings Product Data and Samples by
Contractor
3.12
Rights and Remedies
1.1.2, 2.3, 2.4, 3.5.1, 3.15.2, 4.2.6, 4.3.4, 4.5, 4.6, 5.3, 5.4, 6.1, 6.3,
7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, 14
Royalties Patents and Copyrights
3.17
Rules and Notices for Arbitration
4.6.2
Safety of Persons and Property
10.2, 10.6
Safety precautions and Programs
3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.6
Samples, Definition of
3.12.3
Samples, Shop Drawings, product Data and
3.11, 3.12, 4.2.7
<PAGE>
Samples at the Site, Documents and
3.11
Schedule of Values
9.2, 9.3.1
Schedules Construction
1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.13
Separate Contracts and Contractors
1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 4.6.4, 6, 8.3.1, 11.4.7, 12.1.2,
12.2.5
Shop Drawings, Definition of
3.12.1
Shop Drawings, Product Data and Samples
3.11, 3.12, 4.2.7
Site, Use of
3.13.6.1.1, 6.2.1
Site Inspections
1.2.2, 3.2.1, 3.3.3, 3.7.1, 4.2, 4.3.4, 9.4.2, 9.10.1, 13.5
Site Visits Architect's
4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5
Special Inspections and Testing
4.2.6, 12.2.1, 13.5
Specifications, Definitions of the
1.1.6
Specifications, The
1.1.1, 1.1.6, 1.1.7, 1.2.2, 1.6, 3.11, 3.12.10, 3.17
Statute of Limitations
4.6.3, 12.2.6, 13.7
Stopping the Work
2.3, 4.3.6, 9.7, 10.3, 14.1
Stored Materials
6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.4
Subcontractor, Definition of
5.1.1
SUBCONTRACTORS
5
<PAGE>
Subcontractors, Work by
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
Subcontractual Relations
5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 11.4.7, 11.4.8, 14.1, 14.2.1, 14.3.2
Submittals
1.6, 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8, 9.9.1,
9.10.2, 9.10.3, 11.1.3
Subrogation, Waivers of
6.1.1, 11.4.5, 11.4.7
Substantial Completion
4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 9.10.4.2, 12.2, 13.7
Substantial Completion, Definition of
9.8.1
Substitution of Subcontractors
5.2.3, 5.2.4
Substitution of Architect
4.1.3
Substitutions of Materials
3.4.2, 3.5.1, 7.3.7
Sub-subcontractor, Definition of
5.1.2
Subsurface Conditions
4.3.4
Successors and Assigns
13.2
Superintendent
3.9, 10.2.6
Supervision and Construction Procedures
1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3, 6.2.4, 7.1.3, 7.3.6,
8.2, 8.3.1, 9.4.2, 10, 12, 14
Surety
4.4.7, 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2
Surety, Consent of
9.10.2, 9.10.3
<PAGE>
Surveys
2.2.3
Suspension by the Owner for Convenience
14.4
Suspension of the Work
5.4.2, 14.3
Suspension or Termination of the Contract
4.3.6, 5.4.1.1, 11.4.9, 14
Taxes
3.6, 3.8, 2.1, 7.3, 6.4
Termination by the Contractor
4.3.10, 14.1
Termination by the Owner for Cause
4.3.10, 5.4.1.1, 14.2
Termination of the Architect
4.1.3
Termination of the Contractor
14.2.2
TERMINATION OR SUSPENSION OF THE CONTRACT
14
Tests and Inspections
3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 10.3.2,
11.4.1.1, 12.2.1, 13.5
TIME
8
Time, Delays and Extensions of
3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 7.5.1, 8.3,
9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2
Time Limits
2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 4.3, 4.4,
4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1,
9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.13, 11.4.1.5, 11.4.6, 11.4.10, 12.2,
13.5, 13.7, 14
Time Limits on Claims
4.3.2, 4.3.4, 4.3.8, 4.4, 4.5, 4.6
<PAGE>
Title to Work
9.3.2, 9.3.3
UNCOVERING AND CORRECTION OF WORK
12
Uncovering of Work
12.1
Unforeseen Conditions
4.3.4, 8.3.1, 10.3
Unit Prices
4.3.9, 7.3.3.2
Use of Document
1.1.1, 1.6, 2.2.5, 3.12.6, 5.3
Use of Site
3.13, 6.1.1, 6.2.1
Values, Schedule of
9.2, 9.3.1
Waiver of Claims by the Architect
13.4.2
Waiver of Claims by the Contractor
4.3.10, 9.10.5, 11.4.7, 13.4.2
Waiver of Claims by the Owner
4.3.10, 9.9.3, 9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7, 12.2.2.1, 13.4.2,
14.2.4
Waiver of Consequential Damages
4.3.10, 14.2.4
Waiver of Liens
9.10.2, 9.10.4
Waivers of Subrogation
6.1.1, 11.4.5, 11.4.7
Warranty
3.5, 4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7.1.3
Weather Delays
4.3.7.2
Work, Definition of
1.1.3
<PAGE>
Written Consent
1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5, 9.9.1,
9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2
Written Interpretations
4.2.11, 4.2.12, 4.3.6
Written Notice
2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1, 8.2.2,
9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3, 14
Written Orders
1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 14.3.1
<PAGE>
1. ARTICLE 1 GENERAL PROVISIONS
1.1 BASIC DEFINITIONS
1.1.1 THE CONTRACT DOCUMENTS
The Contract Documents consist of the Agreement between Owner and Contractor
(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) [TEXT DELETED] (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. [TEXT DELETED].
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.
<PAGE>
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 inerrable 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.
<PAGE>
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, (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 document
published by the American Institute 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. [TEXT DELETED]
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.
1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER
INSTRUMENTS OF SERVICE
1.6.1 [TEXT DELETED]
<PAGE>
2. 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 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.
2.2.2 [TEXT DELETED]
2.2.3 [TEXT DELETED]
<PAGE>
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.
2.2.5 [TEXT DELETED]
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 OWNER'S 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 with a three-day period. If the Contractor within such
three-day period after receipt of such second notice fails to commence and
continue to correct any deficiencies, the Owner may, without prejudice to other
remedies the Owner may have, correct such deficiencies. In such case an
appropriate. Change Order shall be issued deducting from payments then or
thereafter due the Contractor the reasonable cost of correcting such
deficiencies, including Owner's expenses and compensation for the Architect'
additional services made necessary by such default, neglect or failure. [TEXT
DELETED] If payments then or thereafter due the contractor are not
<PAGE>
sufficient to cover such amounts, the Contractor shall pay the difference to the
Owner.
3. 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 either by activities
or duties of the Architect in the Architect's administration of the Contract, or
by tests, inspections or approvals required or performed by persons other than
the Contractor.
3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR
3.2.1 Since the Contract Documents [eligible] 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 [TEXT DELETED] Owner. [TEXT DELETED]
<PAGE>
3.2.2 Any design errors or omissions noted by the Contractor
during this review shall be reported promptly to the [TEXT DELETED] Owner, 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. [TEXT DELETED]
3.2.3 [TEXT DELETED]
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 [TEXT
DELETED] and shall not proceed with that portion of the Work without further
written instructions from the [TEXT DELETED] Owner. If the Contractor is then
instructed to proceed with the required means, methods, techniques, sequences or
procedures without acceptance of changes proposed by the Contractor, the Owner
shall be solely responsible for any resulting 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
conditions to receive subsequent Work.
<PAGE>
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, [TEXT DELETED] 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 only with the
consent of the owner, [TEXT DELETED] and in accordance with a Change Order.
3.4.3 The Contractor shall enforce strict discipline and good
order among the Contractors 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 [TEXT DELETED] 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 operation, or normal wear and tear and normal usage. If
required by the [TEXT DELETED] Owner, the Contractor shall furnish satisfactory
evidence as to the kind and quality of materials and equipment.
<PAGE>
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 [TEXT DELETED]
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 [TEXT DELETED] Owner, the Contractor shall assume appropriate
responsibility for such Work and shall bear the costs attributable to
correction.
3.8 ALLOWANCES
3.8.1 [TEXT DELETED]
3.8.2 [TEXT DELETED]
3.8.2.1 [TEXT DELETED]
<PAGE>
3.8.2.2 [TEXT DELETED]
3.8.2.3 [TEXT DELETED]
3.8.3 [TEXT DELETED]
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 [TEXT DELETED] 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 expeditions 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 [TEXT DELETED].
<PAGE>
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 Order 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. [TEXT DELETED].
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 submittals 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. [TEXT DELETED].
3.12.5 The Contractor shall review for compliance with the
Contract Documents, approve and submit to the [TEXT DELETED] Owner 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
<PAGE>
the Work or in the activities of the Owner or of separate contractors. [TEXT
DELETED].
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 submittals and review of the Shop Drawings,
Project Data, Samples or similar submittals until the respective submittals has
been approved by the [TEXT DELETED] Owner.
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 [TEXT DELETED]
Owner's approval of Shop Drawings, Product Data, Samples or similar submittals
unless the Contractor has specifically informed the [TEXT DELETED] Owner in
writing of such deviation oat the time of submittals and (1) the [TEXT DELETED]
Owner has given written approval to the specific deviation as a minor change in
the Work, or (2) a Change Order or Construction Change Directive has been issued
authorizing the deviation. The Contractor shall not be relieved of
responsibility for errors or omissions in Shop Drawings, Product Data, Samples
or similar submittals by the [TEXT DELETED] Owner's approval thereof.
3.12.9 The Contract 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 [TEXT DELETED] Owner on previous
submittals. In the absence of such written notice the [TEXT DELETED] Owner's
approval of a resubmission shall not apply to such revisions.
3.12.10 [TEXT DELETED]. The Contractor shall not be
required to provide professional services in violation of applicable law. If
profes-
<PAGE>
sional 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 [TEXT DELETED] will specify all performance
and design criteria that such services must satisfy. The Contractor shall cause
such services or certifications to be provided by a properly licensed design
professional, whose signature and seal shall appear on all drawings,
calculations, specifications, certifications, Shop Drawings and other submittals
prepared by such professional. Shop Drawings and other submittals related to the
Work designed or certified by such professional, if prepared by others, shall
bear such professional's written approval when submitted to the [TEXT DELETED]
Owner. The Owner [TEXT DELETED] 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 [TEXT DELETED] have specified
to the Contractor all performance and design criteria that such services must
satisfy. Pursuant to this Subparagraph 3.12.10, the [TEXT DELETED] Owner will
promptly 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. 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
<PAGE>
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.
3.16 ACCESS TO WORK
3.16.1 The Contractor shall provide the Owner [TEXT DELETED]
access to the Work in preparation and progress wherever located.
3.17 ROYALTIES, PATENTS AND COPYRIGHTS
3.17.1 The Contractor shall pay all royalties and license fees.
The Contractor shall defend suits or claims for infringement of copyrights and
patent rights and shall hold the Owner [TEXT DELETED] 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 [TEXT DELETED] Owner.
3.18 INDEMNIFICATION
<PAGE>
3.18.1 To the fullest extent permitted by law and to the extent
claims, damages, losses or expenses are not covered by Project Management
Protective liability insurance purchased by the contractor in accordance with
Paragraph 11.3, the Contractor shall indemnify and hold harmless the Owner,
[TEXT DELETED] 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 [TEXT DELETED] 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 obligations 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.
4. ADMINISTRATION OF THE CONTRACT
4.1 ARCHITECT
4.1.1 [TEXT DELETED]
4.1.2 [TEXT DELETED]
4.1.3 [TEXT DELETED]
4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT
<PAGE>
4.2.1 [TEXT DELETED]
4.2.2 [TEXT DELETED]
4.2.3 [TEXT DELETED]
4.2.4 [TEXT DELETED]
4.2.5 [TEXT DELETED]
4.2.6 [TEXT DELETED]
4.2.7 [TEXT DELETED]
4.2.8 [TEXT DELETED]
4.2.9 [TEXT DELETED]
4.2.10 [TEXT DELETED]
4.2.11 [TEXT DELETED]
4.2.12 [TEXT DELETED]
4.2.13 [TEXT DELETED]
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.
<PAGE>
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
[TEXT DELETED] 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 [TEXT DELETED]
4.3.5 Claims for Additional Cost. If the Contractor wishes to
make Claim for an increase in the Contract Sum, written notice as provided
herein shall be given before proceeding to execute the Work. Prior notice is not
required for Claims relating to an emergency endangering life or property
arising under Paragraph 10.6.
4.3.6 If the Contractor believes additional cost is involved for
reasons including but not limited to [TEXT DELETED] (1) an order by the Owner to
stop the work where the Contractor was not at fault (2) a written order for a
minor change in the Work issued by the [TEXT DELETED] Owner] (3) failure of
payment by the Owner, (4) termination of the Contract by the Owner, (5) Owner's
suspension or (6) other reasonable grounds, Claims 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
<PAGE>
Contractor's Claim shall include an estimate of cost and of probable effect of
delay on progress of the Work. In the case of a continuing delay only one Claim
is necessary.
4.3.7.2 If adverse weather conditions are the basis for a
Claim for additional time, such Claim shall be documented by data substantiating
that weather conditions were abnormal for the period of time, could not have
been reasonably anticipated and had an adverse effect 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:
4.3.10.1 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
4.3.10.2 damages incurred by the Contractor for principal
office expenses including the compensation of personnel stationed there,
<PAGE>
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 [TEXT DELETED]
4.4.2 [TEXT DELETED]
4.4.3 [TEXT DELETED]
4.4.4 [TEXT DELETED]
4.4.5 [TEXT DELETED]
4.4.6 [TEXT DELETED]
4.4.7 [TEXT DELETED]
4.4.8 If a Claim relates to or is the subject of a mechanic's
lien, the party asserting such Claim may proceed in accordance with applicable
law to comply with the lien notice or filing deadlines prior to resolution of
the Claim. [TEXT DELETED]
4.5 MEDIATION
4.5.1 [TEXT DELETED]
<PAGE>
4.5.2 [TEXT DELETED]
4.5.3 [TEXT DELETED]
4.6 ARBITRATION
4.6.1 [TEXT DELETED]
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. [TEXT DELETED]
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. [TEXT DELETED]. No
arbitration shall include, by consolidation or joinder or in any other manner,
parties other than the Owner, Contractor, a separate contractor as described in
Article 6 and other persons substantially involved in a common question of fact
or law whose presence is required if complete relief is to be accorded in
arbitration. No person or entity other than the Owner, Contractor or a separate
contractor as described in Article 6 shall be included as an original third
party or additional third party to an arbitration whose interest or
responsibility is insubstantial. Consent to arbitration involving an additional
person or entity shall not constitute consent to 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
<PAGE>
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 in
accordance with applicable law in any court having jurisdiction thereof.
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 [TEXT DELETED]. The Contractor, as soon as practicable
after award of the Contract, shall furnish in writing to the Owner [TEXT
DELETED] the names of persons or entities (including those who are to furnish
materials or equipment fabricated to a special design) proposed for each
principal
<PAGE>
portion of the Work. The [TEXT DELETED] Owner will promptly reply to the
Contractor in writing stating whether or not the Owner [TEXT DELETED], after due
investigation, has reasonable objection to any such proposed person or entity.
[TEXT DELETED]
5.2.2 The Contractor shall not contract with a proposed person
or entity to whom the Owner [TEXT DELETED] 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 [TEXT DELETED ] has reasonable objection to a
person or entity proposed by the Contractor, the Contractor shall propose
another to whom the Owner [TEXT DELETED] has no reasonable objection. If the
proposed but rejected Subcontractor was reasonably capable of performing the
Work, the Contract Sum and Contract Time shall be increased or decreased by the
difference, if any, occasioned by such change, and an appropriate Change Order
shall be issued before commencement of the substitute Subcontractor's work.
However, no increase in the Contract Sum or Contract Time shall be allowed for
such change unless the Contractor has acted promptly and responsively in
submitting names as required.
5.3 SUBCONTRACTUAL RELATIONS
5.3.1 By appropriate written agreement, [TEXT DELETED] 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 [TEXT
DELETED]. Each subcontract agreement shall preserve and protect the rights of
the Owner [TEXT DELETED] 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
<PAGE>
the Owner. Where appropriate, the Contractor shall require each Subcontractor to
enter into similar agreements with Sub-subcontractors. The Contractor shall make
available to each proposed Subcontractor, prior to the execution of the
subcontract agreement, copies of the Contract Documents to which the
Subcontractor will be bound, and, upon written request of the Subcontractor,
identify to the Subcontractor terms and conditions of the proposed subcontract
agreement which may be at variance with the Contract Documents. Subcontractors
will similarly make copies of applicable portions of such documents available to
their respective proposed Sub-subcontractors.
5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
5.4.1 Each subcontract agreement for a portion of the Work is
assigned by the Contractor to the Owner provided that:
5.4.1.1 assignment is effective only after termination of
the Contract by the Owner for cause pursuant to Paragraph 14.2 and only for
those subcontract agreements which the Owner accepts by notifying the
Subcontractor and Contractor in writing; and
5.4.1.2 assignment is subject to the prior rights of the
surety, if any, obligated under bond relating to the Contract.
5.4.2 Upon such assignment, if the Work has been suspended for
more than 30 days, the Subcontractor's compensation shall be equitably adjusted
for increases in cost resulting from the suspension.
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
<PAGE>
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 [TEXT DELETED]. 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.
6.1.4 Unless otherwise provided in the Contract Documents, when
the Owner performs construction or operations related to the Project and the
Owner's own forces, the Owner shall be deemed to be subject to the same
obligations and to have the same rights which apply to the Contractor under the
Conditions of the Contract, including, without excluding others, those stated in
Article 3, this Article 6 and Articles 10, 11 and 12.
6.2 MUTUAL RESPONSIBILITY
6.2.1 The Contractor shall afford the Owner and separate
contractors reasonable opportunity for introduction and 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,
<PAGE>
promptly report to the [TEXT DELETED] 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 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 [TEXT DELETED] allocate the
cost among those responsible.
7. CHANGES IN THE WORK
7.1 GENERAL
<PAGE>
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, and Contractor [TEXT DELETED] a Construction Change Directive requires
agreement by the Owner [TEXT DELETED] 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 [TEXT
DELETED] Owner 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 [TEXT DELETED]
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 [TEXT
DELETED] signed by the Owner [TEXT DELETED], directing a change in the Work
prior to the 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.
<PAGE>
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 [TEXT DELETED] Owner 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 by the Architect on the basis of reasonable
expenditures and savings of those performing the Work attributable to the
change, including, in the 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 Docu-
<PAGE>
ments, 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 of similar taxes related to the Work; and
.5 additional costs of supervision and field office personnel
directly attributable to the change.
7.3.7 The amount of credit to be allowed by the Contractor to
the Owner for a deletion or change which results in a net decrease in the
Contract Sum shall be actual net cost [TEXT DELETED]. 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.
[TEXT DELETED]
7.3.9 When the Owner and Contractor agree with [TEXT DELETED]
the adjustments in the Contract Sum and Contract Time, or otherwise reach
agreement upon the adjustments, such agreement shall be effective immedi-
<PAGE>
ately and shall be recorded by preparation and execution of an appropriate
Change Order.
7.4 MINOR CHANGES IN THE WORK
7.4.1 [TEXT DELETED]
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 [TEXT DELETED]
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
<PAGE>
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, [TEXT
DELETED] or of an employee [TEXT DELETED], or of a separate contractor employed
by the Owner, or by changes ordered in the Work, or by labor disputes, fires,
unusual delay in deliveries, unavoidable casualties or other causes beyond the
Contractor's control, and are not reasonably foreseeable [TEXT DELETED] then the
Contract Time shall be extended by the Change Order for such reasonable time as
the [TEXT DELETED] Owner and Contractor may mutually determine.
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.
9. PAYMENTS AND COMPLETION
9.1 CONTRACT SUM
9.1.1 The Contract Time is stated in the Agreement and,
including authorized adjustments, is the total amount payable by the Owner to
the Contractor for performance of the Work under the Contract Documents.
<PAGE>
9.2 SCHEDULE OF VALUES
9.2.1 Before the first Application for Payment, the Contractor
shall submit to the [TEXT DELETED] Owner 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 [TEXT DELETED] Owner may require. This
schedule, unless objected to by the [TEXT DELETED] Owner, 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 [TEXT DELETED] Owner an
itemized Application for Payment for operations completed in accordance with the
schedule of values. Such application shall be [TEXT DELETED] supported by such
data substantiating the Contractor's right to payment as the Owner [TEXT
DELETED] may require, such as copies of requisitions from Subcontractors and
material suppliers, and reflecting retainage if provided for in the Contract
Documents.
9.3.1.1 As provided in 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, [TEXT
DELETED] but not yet included in Change Orders.
9.3.1.2 Such applications may not include requests for
payment for portions of the Work for which the Contractor does not intend to pay
to a Subcontractor or material supplier, unless such Work has been performed by
others whom the Contractor intends to pay.
9.3.2 Unless otherwise provided in the Contract Documents,
payments shall be made on account of materials and equipment delivered and
suitably stored at the site for subsequent incorporation in the Work. If
approved in advance by the Owner, payment may similarly be made for materials
and equipment suitably stored off site at a location agreed upon in writing.
Payment for materials
<PAGE>
and equipment stored on or off 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 submittals of an Application
for Payment all Work for which [TEXT DELETED] payments received from the Owner
shall, to the best of the Contractor's knowledge, information and belief, be
free and clear of liens, claims, security interests or encumbrances in favor of
the Contractor, Subcontractors, material suppliers, 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 [TEXT DELETED]
9.4.2 [TEXT DELETED]
9.5 DECISIONS TO WITHHOLD CERTIFICATION
9.5.1 [TEXT DELETED]
.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;
<PAGE>
.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 [TEXT DELETED]
.7 persistent failure to carry out the Work in accordance with the
Contract Documents.
.8 [TEXT DELETED]
9.6 PROGRESS PAYMENTS
9.6.1 The Owner shall make payment in the manner and within the
time provided in the Contract Documents [TEXT DELETED].
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 the
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 [TEXT DELETED]
9.6.4 [TEXT DELETED] The Owner [TEXT DELETED] shall not 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.
<PAGE>
9.6.6 [TEXT DELETED] 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 [TEXT DELETED]
9.8 SUBSTANTIAL COMPLETION
9.8.1 [TEXT DELETED]
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 prepare and submit to the Owner [TEXT DELETED] a
comprehensive list of items to be completed or corrected prior to final payment.
Failure to include an item on such list does not alter the responsibility of the
Contractor to complete all Work in accordance with the Contract Documents.
9.8.3 Upon receipt of the Contractor's list, the [TEXT DELETED]
Owner will make an inspection to determine whether the Work or designated
portion thereof is substantially complete. If the [TEXT DELETED] Owner'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
<PAGE>
Owner can occupy or utilize the Work or designated portion thereof for its
intended use, the Contractor shall, before insurance of the Certificate of
Substantial Completion, complete or correct such item upon notification by the
[TEXT DELETED] Owner. In such case, the Contractor shall then submit a request
for another inspection by the [TEXT DELETED] Owner to determine Substantial
Completion.
9.8.4 When the Work or designated portion thereof is
substantially complete, the [TEXT DELETED] Owner 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 [TEXT DELETED] Contractor for [TEXT DELETED] its written
acceptance of responsibilities assigned to them in such Certificate. Upon such
acceptance and consent of surety, if any Upon Substantial Completion of the Work
, 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
<PAGE>
of the Work and commencement of warranties required by the Contract Documents.
When the Contractor considers a portion substantially complete, the Contractor
shall prepare and submit a list to the [TEXT DELETED] Owner [TEXT DELETED].
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. [TEXT DELETED]
9.9.2 Immediately prior to such partial occupancy or use, the
own, and Contractor [TEXT DELETED] 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 [TEXT DELETED]
9.10.2 neither final payment nor any remaining retained
percentage shall become due until the Contractor submits to the [TEXT DELETED]
Owner (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 lease 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
<PAGE>
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, [TEXT DELETED] the
Owner shall, upon application by the Contractor [TEXT DELETED], 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 [TEXT DELETED] Contractor to the [TEXT
DELETED] Owner prior to [DELETE- 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.
<PAGE>
.4 Acceptance of final payment by the Contractor, a Subcontractor or
material supplier shall constitute a waiver of claims by that
payee except those previously made in writing and identified by
that payee as unsettled at the time of final Application for
Payment.
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:
10.2.1.1 employees on the Work and other persons who may
be affected thereby;
10.2.1.2 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
10.2.1.3 other property at the site or adjacent thereto,
such as trees, shrubs, lawns, 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
<PAGE>
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 [TEXT DELETED] writing to the Owner [TEXT
DELETED].
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.
<PAGE>
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 [TEXT DELETED] in writing.
10.3.2 [TEXT DELETED]
10.3.3 [TEXT DELETED]
10.4 The Owner shall not be responsible [TEXT DELETED] 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.
11. INSURANCE AND BONDS
11.1 CONTRACTOR'S LIABILITY INSURANCE
<PAGE>
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 and
Owner 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,
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.
<PAGE>
11.1.2 The insurance required by Subparagraph 11.1.1 shall be
written for not less than limits of liability specified in the Contract
Documents or required by law, whichever coverage is greater. Coverages, whether
written on an occurrence or claims-made basis, shall be maintained without
interruption from date of commencement of the Work until date of final payment
and termination of any coverage required to be maintained after final payment.
11.1.3 Certificates of insurance acceptable to the Owner shall
be filed with the Owner prior to commencement of the Work. These certificates
and the insurance policies required by this Paragraph 11.1 shall contain a
provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least 30 days' prior written notice has been given to
the Owner. If any of the foregoing insurance coverages are required to remain in
force after final payment and are reasonably available, an additional
certificate evidencing continuation of such coverage shall be submitted with the
final Application for Payment as required by 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
<PAGE>
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 optical 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,
<PAGE>
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 Document or
by law, which shall specifically cover such insured objects during installation
and until final acceptance by the Owner, this insurance shall include
<PAGE>
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 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-subcon-
<PAGE>
tractors, 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 required 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 not other special agreement is made and unless
the Owner terminates the Contract for conve-
<PAGE>
nience, 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.
11.5.2 Upon the request of any person or entity appearing to be
a potential beneficiary of bonds covering payment of obligations arising under
the Contract, the Contractor shall promptly furnish a copy of the bonds or shall
permit a copy to be made.
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 [TEXT
DELETED] requirements specifically expressed in the Contract Documents, it must,
if required in writing by the [TEXT DELETED] requirements specifically expressed
in the Contract Documents, it must, if required in writing by the [TEXT DELETED]
Owner be uncovered for the [TEXT DELETED] Owner's examination and be replaced at
the Contractor's expense without change in the Contract Time.
<PAGE>
12.1.2 If a portion of the Work has been covered with the [TEXT
DELETED] Owner has not specifically requested to examine prior to its being
covered, the [TEXT DELETED] Owner 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
reject by the [TEXT DELETED] Owner 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
[TEXT DELETED] 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
<PAGE>
warranty. If the Contractor fails to correct nonconforming Work within a
reasonable time during that period after receipt of notice from the Owner [TEXT
DELETED], 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 [TEXT DELETED]
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
will
<PAGE>
be reduced as appropriate and equitable. Such adjustment shall be effected
whether or not final payment has been made.
13. MISCELLANEOUS PROVISIONS
13.1 GOVERNING LAW
13.1.1 The Contract shall be governed by the law of the place
where the Project is located.
13.2 SUCCESSORS AND ASSIGNS
13.2.1 The Owner 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.
13.3 WRITTEN NOTICE
13.3.1 [TEXT DELETED]
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
<PAGE>
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, [TEXT DELETED]
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 Test, 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 of such
tests, inspections and approvals with an independent test |
