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01st Addendum 01/18/2017 KEVIN MADOK, CPA MONROE COUNTY CLERK OF THE CIRCUIT COURT & COMPTROLLER DATE: January 23, 2017 TO: Alice Steryou Contract Monitor FROM: Pamela G. Hanco , eputy Clerk SUBJECT: January 18th BOCC Meeting Attached is a duplicate original of Item C6 ratification of previously approved (November 22 BOCC meeting) Addendum between Florida Keys Society of Prevention of Cruelty to Animals, Inc. and Monroe County providing for the construction of the New Animal Control Shelter which now includes Exhibit A in its entirety. Should you have any questions, please feel free to contact me at ext. 3130. Thank you. cc: County Attorney Finance File Addendum to the Amended and Restated Contract between Florida Keys Society of Prevention of Cruelty to Animals, Inc. and Monroe County providing funding for the Construction of the New Animal Control Shelter THIS ADDENDUM (addendum) is entered into this 22 day of November, 2016 by and between MONROE COUNTY (County or Grantor), a political subdivision of the State of Florida and the Florida Keys Society of Prevention of Cruelty to Animals, Inc. (FKSPCA or Grantee), a Florida (501)(c)(3) not - for - profit corporation. WHEREAS, the parties entered into an Amended and Restated Agreement on May 1, 2014 (Amended and Restated Agreement); and WHEREAS, to date, the FKSPCA has raised over $6 million to build and construct a new animal control shelter (the "Facility" or "Project "), but due to rising construction cost, the responses received were above the anticipated construction budget; and WHEREAS, the agreement between the parties and the City of Key West, specifically the 99 -Year Amended and Restated Lease Agreement between County and the City of Key West requires for the Contractor to provide a performance guarantee to the County demonstrating that there are sufficient funds to construct the Facility before a building permit will be issued by the City for the Project; and WHEREAS, the County agrees to grant the FKSPCA an amount not to exceed $1.5 Million on a reimbursement basis to allow for the Project to proceed with construction as planned; and WHEREAS, the County agrees that this Facility will serve a public purpose and will greatly benefit the citizens of Monroe County with little contribution of public funds for the Project; and WHEREAS, the FKSPCA agrees to make the Facility available for use on a temporary basis as needed by the County as a public emergency shelter or a staging area for emergency response equipment during an emergency officially declared by the state or the local government as set forth in F.S. 212.055(2)(d)(1)(d) since the County intends to utilize infrastructure surtax funds for the funding of this Project; NOW, THEREFORE, in consideration of the mutual covenants and payments contained herein, the Grantee and the Grantor have entered into this agreement on the terms and conditions as set forth below. 1. GRANT AGREEMENT PERIOD. This agreement is for the period of October 1, 2016 through to September 30, 2018 (Fiscal Year (FY) 2016/2017 and FY 201717/2018). This agreement shall remain in effect for the stated period unless one party gives to the other written notification of termination pursuant to and in compliance with paragraphs 7, 12 or 13 below. The Project work described in Exhibit A must commence within the fiscal year funded which is October 1, 2016 to September 30, 2017. Proof that the 1 Project commenced within the fiscal year funded may be requested by the County's Project Management Department, Monroe County Engineering. 2. SCOPE OF AGREEMENT. The Grantee shall provide the following scope of services: Materials and Labor required to complete the above mentioned Project. Segment(s) of the work is /are more particularly described in the Construction Contract attached hereto as Exhibit A. The Segment(s) of work are to be more particularly described in the reimbursement documentation provided to the County by the Grantee. Upon completion of Segment(s) of work (For example, completion of the roof), the Grantee may submit for reimbursement from the County. The details of the work and the cost allocable to each segment/schedule of values, is incorporated herein by reference. Anything not referenced within Exhibit A will not be reimbursed and reimbursement will be as set forth below in Paragraph 3. All work for which grant funds are to be expended must be completed by the stated termination date of September 30, 2018 and all invoices pertaining to this Project shall be submitted to the Project Management for review and approval prior to processing to Finance Department of Monroe County no later than July 31, 2018 to be considered for payment. Acknowledgement: Grantee shall be required to permanently display and maintain at Grantee's expense, public acknowledgement of the support of the Monroe County Board of County Commissioners in a publicly prominent area of their facility in the following form: "This project was made possible with the financial support of the Monroe County Board of County Commissioners." A photograph of said acknowledgment shall be provided with the final request for reimbursement outlined in Exhibit B of this agreement. a.) There shall be a project manager and architect/engineer of record to acknowledge receipt of goods or work performed. The project Manager shall be Tony Jenkins and /or John O'Connor of Biltmore Construction Co., Inc., which was retained to act as construction manager by Grantee, and the architect/engineer of record shall be Ricard S. Bacon, FAIA of Bacon Group, Inc. Should there be a change in the project manager or architect/engineer of record, the new project manager or architect/engineer of record designated, and notice with new contact information shall be provided in writing to the County's Director of Project Management, Monroe County Engineering. b.) Grantee contracts with DL Porter /General Contractor for the work funded under this agreement, the agreement between FKSPCA and DL Porter is attached hereto as Exhibit A. Grantee shall provide the County with a copy of any and all contracts, Schedule of Values, Certificates of Insurance, and Construction Schedule, Change Orders and shall require the contractor(s) to comply with all the terms of this contract. Should Grantee contract the work and then decrease the scope of work to be performed by a contractor, Grantee shall provide County with an amended contract executed by Grantee and its contractor. c.) Grantee shall exercise good internal controls to assure that the Project as described shall be completed on a timely basis within the proposed budget and shall provide to County any certifications, including those by the architect, engineer, contractor or an independent consultant if necessary, required to establish that materials which are purported to be applied to the Project are in fact so applied. 2 Further verification shall be required to show that equipment and other fixtures and personal property covered by this agreement are delivered to and installed in the Project site. When any permit is required by any governmental agency, copies of plans and other documents which are submitted to the applicable agency shall be submitted to the County's Project Management Department to enable verification that the scope of services under this agreement has been provided. 3. AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an amount not to exceed Seven Hundred and Fifty Thousand Dollars ($750,000.00) in County FY 16/17 and Seven Hundred and Fifty Thousand Dollars ($750,000.00) in County FY 17/18 totally a not to exceed amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) for materials and services for the Project. Reimbursement request must show that Grantee has paid in full for materials and services relating to the segment of work completed, excluding retainage provided for in the construction contract attached hereto as Exhibit A, prior to seeking reimbursement from Grantor. The project manager shall identify on the schedule of value which portion of the Project is being submitted for reimbursement by the County. Payment reimbursement for the total cost of the segment of the work completed and for which reimbursement is sought is subject to the schedules of value as set forth in Exhibit A and payment reimbursement must be submitted as outlined in Exhibit B. Reimbursement can be sought after segments of the Project are completed and signed by the Monroe County Project Management Department as outlined in 3.a. The Board of County Commissioners assume no liability to fund this agreement for an amount in excess of the amount of this Agreement. Monroe County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the BOCC. The FKSPCA agrees to make the Facility available for use at no cost to the County on a temporary basis as needed by the County as a public emergency shelter or a staging area for emergency response equipment during an emergency officially declared by the state or the local government as set forth in F.S. 212.055(2)(d)(1)(d) since the County intends to utilize infrastructure surtax funds for the funding of this Project. The amortization schedule as set forth in the Amended and Restated Agreement, under Paragraph (3.)(B.) Shelter Facility /Premises, will be adjusted to take into account the funding provided by the County under this agreement. a.) Payment may be made upon the completion of specific segments of work as outlined in the Scope of Services and Exhibit A and B. Payment for expenditures permissible by law and County policies shall be made through reimbursement to Grantee upon presentation of Application for Payment Summary, invoices, canceled checks, before and after pictures, verification by the Grantee's project manager and architect/engineer of record, County Engineer signature of inspection and other documentation necessary to support a claim for reimbursement. Included in said documentation shall be proof that the Grantee has received the property, real or personal, for each segment of agreement as outlined in Exhibit A and B and paid an amount equal to or greater than the amount invoiced to the Grantor. The necessary 3 supporting documentation shall be submitted to the Project Management Department and if the County's Project Management Department finds the documentation presented is insufficient, they shall inform the Grantee in writing of the shortcomings and seek additional documentation. Upon receipt of documentation the Project Management Department deems sufficient, the Department will forward the documentation to the Clerk's Finance Department for payment. It shall be necessary for the Grantee to contact the Project Management Department (Doug Sposito- phone: 305 - 292 -4416 email: Sposito- Doug@MonroeCounty-Fl.gov) and to arrange for inspection upon the completion of each segment of work or as needed to verify payment request submissions to the County. It shall also be the responsibility of the project manager to initiate the communication with the Monroe County Project Management Department to facilitate the inspection of the segment of the project and to provide verification of work to the County Project Management Department. The application for payment document must be certified through a statement signed by an officer of the Grantee and notarized, declaring that representations in the invoice are true and factual. The application for payment must also include a certification from the FKSPCA's Project Manager and Architect/Engineer of Record providing that the work has been completed in conformance with the design /plans and construction contract. b.) Since payment request must be reviewed and approved by the County prior to submission to the Clerk Finance Department for payment, all payment requests must be submitted to the County no later than July 31, 2017 for FY 16/17 funding and no later than July 31, 2018 for FY 17/18 funding. Invoices received after July 31, 2018 will not be considered for payment. c.) The Project Manager shall certify delivery to the project site and installation therein of any goods or services provided other than through an architect, engineer or contractor. All work performed and goods received on site and incorporated into the project shall be verified by one of the foregoing. Submission of any documentation which is untrue, falsified, or otherwise misrepresents the work which has been completed, paid, or donated shall constitute a breach of agreement, for which the contract may be immediately terminated at the discretion of the County, whose decision shall be final. d.) At any time that the documentation requirement policies of Monroe County are revised, Grantee shall comply thereafter with such increased requirements, or further funding under the agreement may be terminated by County. e.) The Grantee shall maintain, preserve, and operate the property which was acquired or improved under this agreement and in accordance with the Amended and Restated Agreement for the exclusive uses and purposes for animal control services, an animal shelter and its related and associated uses. The following terms shall apply: At any time as any of the conditions in the preceding sentence shall cease to exist, the Grantor shall have the option to exercise all remedies under the law 4 and as set forth in this agreement and the Amended and Restated Agreement. If agreed, authorized and requested by the County, Grantee shall transfer ownership and possession of equipment and personal property to the County in an effort to remedy any damages to the County. (ii) At any time that the Grantee: (a) elects to stop the Project or otherwise fails to complete The Facility constructed in part with County funding, Grantee shall, pursuant to the formula set forth hereafter, refund to the County the funding reimbursed under this agreement. This provision shall survive the termination date of all other provisions of this contract for a period of Twenty years. The amount of refund shall be pro -rated based on a useful life of twenty (20) years and in accordance with the Amended and Restated Agreement. (iii) The Grantee is responsible for the implementation of adequate maintenance procedures to keep the real and personal property in good operating condition and in accordance with the Amended and Restated Agreement. The Grantee must provide information, as requested by the County's Project Management Department, to demonstrate that maintenance is in compliance with County Standards. If the County determines that maintenance is not satisfactory, the County may order Grantee to implement additional or further maintenance or County may take over maintenance and adjust reimbursement under this agreement or under the Amended and Restated Agreement accordingly. (iv) The Grantee is responsible for any Toss, damage, or theft of, and any loss, damage or injury caused by the use of, real or personal property or equipment purchased through funding under this agreement. 4. RECORDS AND REPORTS. The Grantee shall keep such records as are necessary to document the performance of the agreement and expenses as incurred, and give access to these records at the request of the County or authorized agents and representatives. It is the responsibility of the Grantee to maintain appropriate records in accordance with generally accepted accounting principles consistently applied to insure a proper accounting of all funds and expenditures. The Grantee understands that it shall be responsible for repayment of any and all audit exceptions which are identified by the Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe County, or their agents and representatives. If an audit determines that monies paid to the Grantee pursuant to this agreement were spent for purposes not authorized by this agreement, the Grantee shall repay the monies together with interest calculated pursuant to Sec. 55.03, F.S. running from the date the monies were paid to Grantee. In the event of an audit exception, the current fiscal year grant award, subsequent grant awards or reimbursement under the Amended and Restated Agreement will be offset by the amount of the audit exception. In the event the grant is not renewed or supplemented in future years, the Grantee will be billed by the Grantor for the amount of the audit exception and shall promptly repay any audit exception. 5 5. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of this agreement shall be only amended in writing and approved by the Board of County Commissioners for Monroe County. The terms, covenants, conditions, and provisions of this agreement shall bind and inure to the benefit of the County and Grantee and their respective legal representatives, successors, and assigns. 6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the Grantee is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed as to find the Grantee or any of its employees, contractors, servants or agents to the employees of the Board of County Commissioners of Monroe County, and they shall be entitled to none of the rights, privileges or benefits of employees of Monroe County. a.) No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this agreement or be subject to any personal liability or accountability by reason of the execution of this agreement. 7. COMPLIANCE WITH LAW. In carrying out its obligations under this agreement, the Grantee shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this agreement, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this agreement and shall entitle the Grantor to terminate this agreement immediately upon delivery of written notice of termination to the Grantee. 8. TERMINATION. This agreement shall terminate on September 30, 2018. Termination prior thereto shall occur whenever funds cannot be obtained or cannot be continued at a level sufficient to allow for the continuation of this agreement pursuant to the terms herein. In the event that funds cannot be continued at a level sufficient to allow the continuation of this agreement pursuant to the terms specified herein, this agreement may then be terminated immediately by written notice of termination delivered in person or by mail to Grantee. The Grantor shall not be obligated to pay for any services or goods provided by Grantee after Grantee has received written notice of termination. 13. TERMINATION FOR BREACH. The Grantor may immediately terminate this agreement for any breach of the terms contained herein or in the Amended and Restated Agreement. Such termination shall take place immediately upon receipt of written notice of said termination. Any waiver of any breach of covenants herein contained to be kept and performed by Grantee shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Grantor from declaring a forfeiture for any succeeding breach either of the same conditions or of any other conditions. Failure to provide Grantor with certification of use of funds raised solely by the Grantee for the Facility in an amount of no Tess than $6 Million is a breach of agreement, for which the Grantor may terminate this agreement upon giving written notification of termination. 6 14. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the state. This agreement is not subject to arbitration. Mediation proceedings initiated and conducted pursuant to this agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. a.) Venue. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this agreement, the County and Grantee agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. b.) Severability. If any term, covenant, condition or provision of this agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this agreement would prevent the accomplishment of the original intent of this agreement. The County and Grantee agree to reform the agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. c.) Attorney's Fees and Costs. The County and Grantee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out -of- pocket expenses, as an award against the non - prevailing party, and shall include attorney's fees, court costs, investigative, and out -of- pocket expenses in appellate proceedings. d.) Adjudication of Disputes or Disagreements. County and Grantee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this agreement or by Florida law. This agreement shall not be subject to arbitration. e.) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this agreement, County and Grantee agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this agreement or provision of the services under this agreement. County and Grantee specifically agree that no party to this agreement shall be required to enter into any arbitration proceedings related to this agreement. 7 16. ETHICS CLAUSE: Grantee warrants that he has not employed, retained or otherwise had act on his behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10 -1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10 -1990. For breach or violation of the provision the Grantor may, at its discretion terminate this agreement without liability and may also, at its discretion, deduct from the agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. The County and Grantee warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this agreement. For the breach or violation of the provision, the Grantee agrees that the County shall have the right to terminate this agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. a.) Covenant of No Interest. County and Grantee covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this agreement, and that only interest of each is to perform and receive benefits as recited in this agreement. b.) Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position; conflicting employment or contractual relationship; and disclosure or use of certain information. 17. PUBLIC RECORDS COMPLIANCE: Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. 8 The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. 9 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS BRIAN BRADLEY AT PHONE# 305 - 292 -3470 BRADLEY- BRIANMONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12 Street, SUITE 408, KEY WEST, FL 33040. 18. AUTHORITY: Grantee warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described. Each of the signatories for the Grantee below certifies and warrants that the Grantee's name in this agreement is the full name as designated in its corporate charter (if a corporation); they are empowered to act and contract for the Grantee; and this agreement has been approved by the Board of Directors of Grantee or other appropriate authority. 19. LICENSING AND PERMITS: Grantee warrants that it shall have, prior to commencement of work under this agreement and at all times during said work, all required licenses and permits whether federal, state, county or city. 20. INSURANCE: Grantee agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Grantee and the Grantor from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Grantee for such injuries to persons or damage to property occurring during the agreement or thereafter that results from performance by Grantee of the obligations set forth in this agreement and in accordance with the Amended and Restated Agreement. 21. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested to the following: For Grantee: Florida Keys SPCA 5230 College Road Key West, FL 33040 For Grantor: Monroe County Administrator 1100 Simonton Street Key West, FL 33040 Monroe County Project Management 1100 Simonton St., Rm. 2 -231 Key West, FL 33040 County Attorney 10 1111 12 St., Suite 408 Key West, FL 33040 27. FORCE MAJEURE. The Grantee shall not be liable for delay in performance or failure to complete the project, in whole or in part, due to the occurrence of any contingency beyond its control or the control of its contractors and subcontractors, including war or act of war whether an actual declaration thereof is made or not, act of terrorism impacting travel in the United States, insurrection, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, storm, flood, drought or other act of God, or act of nature (including presence of endangered animal species which cannot be timely removed in a safe manner) or any act of any govemmental authority which prohibits the project from proceeding as described in the scope of services and incorporated references and which the Grantee has exercised reasonable care in the prevention thereof. However, lack of planning for normal and expected weather conditions for the time of year the project is to be executed shall not constitute an act of God excusing a delay. Any delay or failure due to the causes stated shall not constitute a breach of the agreement; however, the Grantor shall have the right to determine if there will be any reduction to the amount of funds due to the Grantee after consideration of all relevant facts and circumstances surrounding the delay in performance or failure to complete the project within the contract period. Upon demand of Grantor, the Grantee must furnish evidence of the causes of such delay or failure. Grantor shall not pay for any goods received or services provided after the date(s) described in paragraph 1 and Scope of Services. 28. EXECUTION IN COUNTERPARTS. This agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this agreement by signing any such counterpart. 29. SECTION HEADINGS. Section headings have been inserted in this agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this agreement and will not be used in the interpretation of any provision of this agreement. _ � rn 30. MISCELLANEOUS: As used herein, the terms "contract" and "agreerrusnt" shad b read interchangeably. �, T 0 T e SS WHEREOF, the parties hereto have caused this agreement to be executed -; i• + year first above written. yrt Board of County Commissioners , N MADOK Clerk of Monroe County 2600 / / Z Deputy Clerk Mayor /Chairman 1 /1/117 11 Florida K: SPCA By AI W e Dawkins, President MONROE COUNTY ATTORNEY APPRe E AS TO FORM: � �i �aC lnrv�` �l1-071 CHRISTINE M. LIMBERT- BARROWS ASSISTANT COUNTY ATTORNEY Date It-) I I) (p 12 EXHIBIT A The Contract between the FKSPCA and Contractor DL Porter shall be attached hereto as Exhibit A. 13 Document A101TM - 2007 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum AGREEMENT made as of the / 7*') day of QC--�G.6 of in the year 2016 1 (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal status, address and other information) This document has important legal Florida Keys Society for Prevention of Cruelty to Animalslnc consequences. Consultation with 5230 College Road an attorney is encouraged with Key West, FL 33040 respect to its completion or • modification. • AIA Document A201 TM - 2007, General Conditions of the Contract for Construction, is adopted in this document by and the Contractor. reference. Do not use with other (Name, legal status, address and other information) general conditions unless this D.L. Porter Constructors, Inc. document is modified. 6574 Palmer Park Circle Sarasota, FL 34238 for the following Project: (Name, location and detailed description) • Florida Keys SPCA Animal Shelter 5711 College Road, Key West, FL 33040 The Architect: (Name, legal status, address and other information) Richard S. Bacon, FAIA, President, Bacon Group, Inc. 2641 Sunset Point Road Clearwater, FL 33759 The Owner and Contractor agree as follows. AIA Document A101 TM — 2007. Copyright ©1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977,1987,1991,1997 and 2007 by The American Institute d Init. Architects. A8 rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or 1 distribution of this AIA or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:48 under the terms of AIA Documents -on- Demand" order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS 10 INSURANCE AND BONDS ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than a Modification, appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the date of commencement if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed.) The latest of (1) Execution of this Contract, (2) Receipt of Notice to Proceed, (3) Receipt of the initial building permit If, prior to the commencement of the Work, the Owner requires time to file mortgages and other security interests, the Owner's time requirement shall be as follows: N/A § 3.2 The Contract Time shall be measured from the date of commencement. init. AIA Document A101 T. - 2007. Copyright © 1915, 1 1925, 1937, 1951, 1958, 1961, 1963. 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AtA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or 2 distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01 :48 under the terms of AIA Documents -on- Demand T"' order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 3.3 The Contractor shall achieve Substantial Completion of the entire Work not later than three hundred sixty five ( 365 ) days from the date of commencement, or as follows: (Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of commencement. If appropriate, insert requirements for earlier Substantial Completion of certain portions of the Work) Final completion within thirty (30) days thereafter. Portion of the Work Substantial Completion Date , subject to adjustments of this Contract Time as provided in the Contract Documents. (Insert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion on time or for bonus payments for early completion of the Work.) Liquidated damages relating to failure to achieve substantial completion on time are as provided in the Request for Proposal dated April 8, 2016. ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum shall be Six Million Four Hundred Twenty -Eight Thousand Two Hundred Twenty Four and 00 /100 Dollars ($ 6,428,224.00 ), subject to additions and deductions as provided in the Contract Documents. § 4.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates. If the bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires.) § 4.3 Unit prices, if any: (Identify and state the unit price; state quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) N/A AIA Document A101 T° — 2007. Copyright 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1987, 1974, 1977, 1987, 1991, 1997 and 2007 by The American institute of Init. Architects. All rights reserved. WARNING: This AIA is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or 3 distribution of this Ale Document. or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:48 under the terms of AIA Documents -on- Demand*" order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 4.4 Allowances included in the Contract Sum, if any: (Ident fy allowance and state exclusions, if any, from the allowance price.) Item Price ($0.00) ARTICLE 5 PAYMENTS § 5.1 PROGRESS PAYMENTS § 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 5.1.3 Provided that an Application for Payment is received by the Architect not later than the 25th day of a month, the Owner shall make payment of the certified amount to the Contractor not later than the 15th day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than thirty ( 30 ) days after the Architect receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time.) § 5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 5.1.5 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of ten percent ( 10 %). Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201Tm-2007, General Conditions of the Contract for Construction; .2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of ten percent ( 10 %); .3 Subtract the aggregate of previous payments made by the Owner; and .4 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201 -2007. AIA Document A101 Tu —2007. Copyright ®1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Institute of init. Architects All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or 4 distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and win be prosecuted to the maximum extent possible under the taw. This document was created on 07/14/2016 15:01:48 under the terms of AIA Documents- on- DemandT" order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 5.1.7 The progress payment amount determined in accordance with Section 5.1.6 shall be further modified under the following circumstances: .1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contract Sum, less such amounts as the Architect shall determine for incomplete Work, retainage applicable to such work and unsettled claims; and (Section 9.8.5 of AIA Document A201 -2007 requires release of applicable retainage upon Substantial Completion of Work with consent of surety, if any.) .2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Section 9.10.3 of AIA Document A201 -2007. § 5.1.8 Reduction or limitation of retainage, if any, shall be as follows: (If it is intended, prior to Substantial Completion of the entire Work, to reduce or limit the retainage resulting from the percentages inserted in Sections 5.1.6.1 and 5.1.6.2 above, and this is not explained elsewhere in the Contract Documents, insert here provisions for such reduction or limitation.) At Owner's option and subject to Contractor's written request, when the project reaches fifty percent (50 %) completion, retainage may be reduced from ten percent (10 %) to five percent (5 %). § 5.1.9 Except with the Owner's prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 5.2 FINAL PAYMENT § 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201--2007, and to satisfy other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment has been issued by the Architect. § 5.2.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect's fmal Certificate for Payment, or as follows: In addition to Section 5.2.1 above, a final Certificate for Payment will be issued after the following have been completed: (1) Punch lists to be completed by Contractor within thirty (30) days of receipt of the same from the Architect; (2) As -built and Operation & MaintenanceManuals have been received and approved by the Architect; (3) Final Certificate of Occupancy has been issued from the authority having jurisdiction; and (4) a properly executed and notarized Release and Affidavit (conditioned only upon receipt of final payment) is received by the Architect. ARTICLE 6 DISPUTE RESOLUTION § 6.1 INITIAL DECISION MAKER The Architect will serve as Initial Decision Maker pursuant to Section 15.2 of AIA Document A201 -2007, unless the parties appoint below another individual, not a party to this Agreement, to serve as Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect) AIA Document A101 T" —2007. Copyright ®1915,1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Institute of Init. Architects. All rights reserved. WARNING: This AIA is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and wit' be prosecuted to the maximum extent possible 5 under the law. This document was created on 07/14/2016 15:01:48 under the terms of AIA Documents -on- Demand" order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 6.2 BINDING DISPUTE RESOLUTION For any Claim subject to, but not resolved by, mediation pursuant to Section 15.3 of AIA Document A201 -2007, the method of binding dispute resolution shall be as follows: (Check the appropriate box. If the Owner and Contractor do not select a method of binding dispute resolution below. or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.) ❑ Arbitration pursuant to Section 15.4 of AIA Document A201 -2007 © Litigation in a court of competent jurisdiction ❑ Other: (Specify) The venue for any mediation, arbitration or litigation shall be in Monroe County, FL. ARTICLE 7 TERMINATION OR SUSPENSION § 7.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201 -2007. § 7.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201 -2007. ARTICLE 8 MISCELLANEOUS PROVISIONS § 8.1 Where reference is made in this Agreement to a provision of AIA Document A201 -2007 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 8.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) § 8.3 The Owner's representative: (Name, address and other information) Biltmore Construction Co., Inc. 1055 Ponce de leon Boulevard Belleair, FL 33756 § 8.4 The Contractor's representative: (Name, address and other information) D.L. Porter Constructors, Inc. 6574 Palmer Park Circle Sarasota, FL 34238 § 8.5 Neither the Owner's nor the Contractor's representative shall be changed without ten days written notice to the other party. I tllt AIA Document A101'' — 2007. Copyright ®1915, 1 ` 1 8 , 1925, 1937,1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or 6 distribution of this AIA or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:48 under the terms of AIA Documents -on- Demand" order no. 2009338501 , and is not for resale. The document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 8.6 Other provisions: See the attached Addendum 1 to the AIA Contract dated October 1, 2016 ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS § 9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated in the sections below. § 9.1.1 The Agreement is this executed AIA Document A 101 -2007, Standard Form of Agreement Between Owner and Contractor. § 9.1.2 The General Conditions are AIA Document A201 -2007, General Conditions of the Contract for Construction. § 9.1.3 The Supplementary and other Conditions of the Contract: Document Title Date Pages 1 FKSCPA Enumeration of Docs List September 19, 2016 7 2 Letter from D.L. Porter September 21, 2016 4 3 Letter from D.L. Porter September 27, 2016 1 4 Letter from D.L. Porter September 27, 2016 2 5 Schedule of Values/Pay Application 3 § 9.1.4 The Specifications: (Either list the Specifications here or refer to an exhibit attached to this Agreement.) Contractor agrees to obtain and provide all warranty books and manuals from all vendors working on the project, complete with warranty start dates. Section Title Date Pages AIA Document A101m — 2007. Copyright ®1915,1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967,1974, 1977, 1987, 1991, 1997 and 2007 by The American Institute of Init. Architects Alf rigs reserved WARNING: This Ale Document is protected by US. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible 7 under the law. This document was created on 07/14/2016 15 :01:48 under the terms of AIA Documents -on- Demands" order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 9.1.5 The Drawings: (Either list the Drawings here or refer to an exhibit attached to this Agreement.) Number Title Date § 9.1.6 The Addenda, if any: • Number Date Pages Addendum 1 to AIA Contract October, 2016 1 Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 9. • § 9.1.7 Additional documents, if any, forming part of the Contract Documents: .1 AIA Document E201TM 2007, Digital Data Protocol Exhibit, if completed by the parties, or the following: • .2 Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A201 -2007 provides that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders, sample forms and the Contractor's bid are not part of the Contract Documents unless enumerated in this Agreement. They should be listed here only if intended to be part of the Contract Documents.) AIA Document A201 -2007 Proposal Documents, including Request for Proposal ( "RFP ") dated April 8, 2016 Contractor's bid, including required insurance and bonds Addenda 1 to RFP dated May 11, 2016 Addenda 2 to RFP dated May 17, 2016 Addenda 3 to RFP dated May 20, 2016 In the event any of the Contract Documents contain conflicting terms or provisions, the term or provision contained in the most recent Contract Document shall control to the eextent of such conflict. AIA Document A101' Copyright ®1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Institute of Init. Architects. AR rights reserved. WARNING: This AIA is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or 8 distribution of this AtA Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:48 under the terms of AIA Documents-on-Demand"' order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. ARTICLE 10 INSURANCE AND BONDS The Contractor shall purchase and maintain insurance and provide bonds as set forth in Article 11 of AIA Document A201 -2007. (State bonding requirements, if any, and limits of liability for insurance required in Article 11 of AIA Document A201- 2007.) Type of Insurance or Bond Limit of Liability or Bond Amount ($0.00) Insurance and bond requirements are set forth in the Request for Proposal dated April 8, 2016 Builders Risk Insurance per requirements of RFP This Agreement entere 'nto as oft e day and year first written above. . LC OWNER ( :ature) CONTRACTOR (Signature) Jane Dawkins, President C. Marshall White, Vice President (Printed name and title) (Printed name and tide) • • AIA Document A101 T" — 2007. Copyright C 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Institute of tort Architects. All rights reserved. WARNING: This AIA is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or 9 distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the Law. This document was created on 07/14/2016 15:01:48 under the terms of AIA Documents -on- Demand" order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. g VIM =-AI Memorandum Insurance Cancellation Notice Requirements In September of 2009, the Association for Cooperative Operations Research and Development (ACORD) amended its Form 25 Certificate of Liability Insurance (ACORD Form 25) as it relates an insurer's duty to give notice of cancellation of an insurance policy. The changes, and related rulings by state insurance administrative agencies, make it difficult or impossible for construction industry professionals to satisfy some requirements found in several AIA Contract Documents. Due to these developments, edits may be required to the standard text of the following AIA Contract Documents: A107 -2007 Sections 17.1 and 17.3.2 A141 -2004 Exhibit A Sections A9.10.2, A11.2.3 and A.11.4.6 A142 -2004 Exhibit A Section A9.10.2 A142 -2004 Exhibit E Section E.1.3 A201 -2007 Sections 9.10.2, 11.1.3 and 11.3.6 A201 -2007 SP Sections 9.10.2, 11.1.3 and 11.3.6 A232 -2009 Sections 9.10.2, 11.1.3 and 11.3.6 A232 -2009 SP Sections 9.10.2, 11.1.3 and 11.3.6 A251 -2007 Section 13.1.3 A295 -2008 Sections 10.2.2, 11.1.3 and 11.3.6 A401 -2007 Section 13.3 A401 -2007 SP Section 13.3 A441 -2008 Section 13.3 C101 -1993 Section 9.3 C191 -2009 Exhibit A Sections Al2.9.2 and A14.1.3 C196 -2008 Section 2.4.5 C197 -2008 Section 2.7.5 C198 -2010 Section 2.9.3 C199 -2010 Exhibit A Sections A.5.26.2.2, A6.1.3 and A6.3.6 For more information, please visit AIA.org and read a memorandum entitled "Changes in the Insurance Industry Impact Notice of Policy Cancellation." This memorandum (1) provides an overview of the ACORD Form 25 changes and related rulings by state agencies, and (2) suggests edits that users might incorporate into standard AIA Contract Documents to respond to these changes and rulings. To read the memorandum, visit the AIA Contract Documents Reference Material Web site, www.aia.org /contractdocs /reference. At the bottom of the Reference Material page, click Other Reference Material. On the Other Reference Material page, the memorandum is listed under the subheading "Corrections, Modifications and Important Information." You may also access the memorandum by typing the following URL into your Web browser: www.aia.org/groups/aia/documents/pdf/aiab101644.pdf ADDENDUM TO AIA DOCUMENT A101 -2007 between FLORIDA KEYS SOCIETY FOR THE PREVENTION OF CRUELTY TO ANIMALS, INC., as Owner and D.L. PORTER CONSTRUCTIORS, Inc., as Contractor This Addendum to AIA Document A101 -2007 between FLORIDA KEYS SOCIETY FOR THE PREVENTION OF CRUELTY TO ANIMALS, INC. ( "Owner ") and D.L. PORTER CONSTRUCTORS, INC. ( "Contractor ") concerning the Project described as: New Animal Shelter at 5711 College Road, Key West, Florida 33040 shall be effective as of the 1. 1 day of October, 2016. The parties hereto agree as follows: OTHER TERMS AND CONDITIONS: 1. Each Application for Payment shall include a detailed Schedule of Values acceptable to Owner and broken down by trade, including all major equipment and materials for both labor and materials. 2. Each Application for Payment shall include an updated Critical Path Method Schedule, which incorporates the milestones in the Master Project Schedule and which are updated monthly by the Contractor. Receipt of said Schedules shall be a condition precedent to Own's ogon to pay Contractor. 3. Each Appli bliati ca t ion for Payment shall include all Lien Releases through the previous period for any subcontractor or supplier who has properly filed a Notice to Owner. 4. Any and all Change Orders are to be all- inclusive, including cost of work, General Conditions, and overhead and profit. No Change Order for additional General Conditions at the end of the project shall be accepted. 5. Contractor shall prepare and submit to Owner a hurricane preparedness plan. Contractor is responsible for its own hurricane preparedness plan, and must enforce same upon all subcontractors who will be working on the project. 6. The parties hereby waive the provisions of Chapter 558 of the Florida Statutes. 7. The Owner states the following as true: a. The Owner has funds in a building fund held at various financial institutions in the amount of $4,627.050.26 as of September 30, 2016; and b. The funds for the building are restricted funds and will not be used for non - building- related expenditures; and c. If, at any time, the balance in the fund goes below that which is needed to timely pay the Contractor, the Contractor reserves the right to stop work and the Owner agrees to pay the Contractor for the additional general conditions costs incurred during the downtime. 8. The Owner has retained Biltmore Construction, Inc. as to act as Construction Manager on its behalf for the project. The Bacon Group, Inc., as Architect, and Biltmore Construction, Inc., as Construction Manager, will each be handling various aspects of the construction management on behalf of the Owner as well as advising the Owner on the project pursuant to the contracts that the Owner has with each organization. The Bacon Group, Inc. however remains primarily responsible for approvals. 1 1 The contact information for Biltmore Construction, Inc. is as follows: Tony Jenkins John O'Connor Biltmore Construction, Inc. 1055 Ponce de Leon Blvd Belleair, FL 33756 9. Contractor acknowledges and understands that Owner requires and is relying on One Million Five - Hundred Thousand and 00 /100 Dollars ($1,500,000.00) (the "County Funding ") of project funding from Monroe County, Florida ( "County ") pursuant to the terms and conditions of that certain Addendum to the Amended and Restated Contract between Owner and County (the "County Addendum "); and further acknowledges that Seven Hundred Fifty Thousand and 00 /100 Dollars ($750,000.00) of the County Funding will be available no sooner than October 15, 2017. Contractor shall make commercially reasonable efforts to assist Owner in securing the County Funds and complying with the County Addendum. 10. The parties acknowledge that the County Addendum in the form attached hereto as Exhibit A, is expected to be approved by the Board of County Commissioners ( "BOCC ") at its next meeting on November 22, 2016. In the event that the Addendum is not approved by the BOCC at this meeting, this Construction Agreement may be terminated by either party upon giving written notice of termination to the other within two (2) days of the meeting date. OWNER CONTRACTOR FLORIDA KEYS SOCIETY FOR D.L. PORTER CONSTRUCTORS, THE PREVENTION OF C UELTY INC. TO A IMALS, C., • By: an Dawkins By: C. Marshall White As: sident As: Vice President • • • 2 i i D.L. Porter - Constructors Inc. Innovation on a Solid Foundation September 21, 2016 Mr. John O'Connor (via email: JOConnor@Biltmoreconstruction.com) • Mr. Tony Jenkins (via email: TJenkins (a�Biltmoreconstruction.com) Biltmore Construction Co., Inc. 1055 Ponce de Leon Blvd. Belleair, FL 33756 Mr. Rick Bacon (Via email: Rick(a�BGArchitects.com) Bacon Group, Inc. 2641 Sunset Point Rd. Clearwater, FL 33759 RE: Florida Keys SPCA New Facility Revised Pricing per 8/31/16 meeting Gentlemen: The following is a recap of the revised pricing based on our recent meeting of August 31, 2016 with the representatives for the FKSPCA. The first item will be the decisions made after reviewing for original letter dated 8/29/16. Change door numbers 1100, 110E, 111A, 111B, 111D, 111E, 112A, 112B, 112C, 112D,113A, 113B, 113D, 113E, 114A, 114B, 114C, 114D, 114E, 127A & 127B, to aluminum door with full height %4s tempered glass ( door Type C) connected to aluminum frame system. Add $28,870.00 Change elevations 20SF, 21SF, 22SF, 23SF, 24SF, 25SF, 26SF, 27SF, 10SF, 11SF, 12SF, 13SF and 14SF on A -910, from the specified hollow metal frames, with wood doors and aluminum sidelights to aluminum storefront doors with aluminum sidelights and wood doors. When you factor in the epoxy paint requirement going aluminum frames and sidelights is cheaper than an all hollow metal product. Deduct ($7,625.00) Builders risk insurance: Price to add for DL Porter to provide the Builders Risk insurance. ADD $11,595.00 Additional cost for concrete curb work based on the revised sheet C -2 Add $ 8,441.00 Additional cost to add 3" to 4" thickness of mulch to the West Side Dog Play Area. • Add $ 2,530.00 • 6574 Palmer Park Circle, Sarasota, Florida 34238 1 Office (941) 929 -9400 Fax (941) 929 -9500 dlporter.com Florida Keys SPCA New Facility September 21, 2016 Page 2 (5) Additional slabs, 6'x10'x4" thick, on the shelters west side per revised drawings. Add $3,400.00 As requested, the following is pricing to add a waterproof membrane, Vulkem 350/351 Deck System, over the 2" concrete topping on the NW roof at the mechanical entrance. The membrane will run up the wall 4" where it ties into the building. Also, as part of the change, the aluminum handrail will have a peened finish. Add $5,590.00 Provide the lanai screen system as specified in the clarifications with pet and claw resistant screening. Add $2,800.00 Installation of T &G wood ceiling (1x6 pine) over 5/8" plywood to the underside of the 1 floor ceiling along the east elevation per detail 1 on A -510 and in rooms 210,212,214 & 225 in lieu of bead board and drywall originally shown. Add $9,816.00 The parapet walls shown on S401 & S402, S405, etc. have now been revised which will require engineering by the specialty contractor's engineer. This engineering will also be required on the cold formed "C" joist that serve as the roof structure over the east elevation 2" floor balcony. Cost to provide engineering. Add $3,750.00 The door and window schedule have been revised to show door marks 210A, 212A and 214A along with the respective sidelights as aluminum storefront. It was also determined that these openings would be impact rated. Add $4,222.00 Vinyl base is to be installed wherever concrete and stained concrete floor finishes are indicated. Add $2,644.00 Additional hardware required based on revised hardware schedule Add $15,468.00 Changes requested $ 91,501.00 Overhead & profit $ 6,405.00 Bond $ 979.00 Total changes $ 98,885.00 Original Bid prior to clarifications and requested changes $6,865,061.00 Adjustments based on the above information $ 98,885.00 Revised Pricing $6,963,946.00 The FKSPCA has decided to select the following Voluntary Alternates: 1. Suggested Interior glass partition option selected as follows: • Change interior partition system shown as details 15GL, 16GL, 17GL 18GL and 19GL to standard non - impact, clear anodized , storefront with 1 /4 tempered glass. Doors to have butt hinges, surface mounted closers, standard push /pull handles, key cylinder with thumb turn and threshold. Deduct ($33,236.00) 6574 Palmer Park Circle, Sarasota, Florida 34238 L, Office (941) 929 -9400 Fax (941) 929 -9500 dlporter.com - F Florida Keys SPCA New Facility September 21, 2016 Page 3 2. Use an Englert Series 1300 standing seam roof system with the same profile, height, gauge, material and warranties in lieu of the specified Firestone UC -3 assembly. The material is more readily available Deduct (S10,000.00) 3. Change grey reflected insulated glass in SF13 & SF14 to clear insulated glass, see A 701 Deduct ($7,486.00) Total of Voluntary Alternates Deduct ($50,722.00) Revised contract amount from above $6,963,946.00 Voluntary alternates accepted ($ 50,722.00) Credit for permit fee in original bid, Owner to pay for permit fees ($ 50,000.00) Credit for allowance /contingency included in original bid ($ 50,000.00) Revised contract amount $6,813,224.00 Additional Items included in the original bid that the FKSPCA has elected to exclude from the contract at • this time: 1. Elevator- the elevator equipment for one elevator will not be provided at this time. The elevator shaft will be built as drawn and a temporary wall will be installed at each floor covering the access points. The credit to eliminate the equipment for one elevator is: Deduct ($55,000.00) Note: should the FKSPCA elect to have this equipment fumished and installed at a later date there is a 14 week lead time from shop drawing approval to secure the equipment and 30 days for the installation. Should remobilization be required there could be additional charges. 2. Commercial Laundry equipment: deleted from the scope of work. Deduct ($26,000,00) Note: should the FKSPCA elect to have this equipment fumished and installed at a later date • there is a 6 week lead time from shop drawing approval to secure the equipment. Should remobilization be required there could be additional charges. 3. Generator - delete generator equipment only . Contract shall still include Automatic Transfer switch and underground conduit to the future location. Deduct ($ 97,000.00) Note: should the FKSPCA elect to have this equipment fumished and installed at a later date there is a 14week lead time from shop drawing approval to secure the equipment and two weeks for installation. Should remobilization be required there could be additional charges. 4. Delete all Cat Lanai Bench & Feline Play structures in Rooms, 201,209,210,211,212,213,214 & 216 Deduct ($35,000.00) Note: should the FKSPCA elect to have this material furnished and installed at a later date there is a 12 -week lead time from shop drawing approval to secure the material and two weeks for installation. Should remobilization be required there could be additional charges. 6574 Palmer Park Circle, Sarasota, Florida 34238 L? Office (941) 929 -9400 Fax (941) 929 -9500 dlporter.com Florida Keys SPCA New Facility September21, 2016 Page 4 5. Delete all millwork and cabinets form the project. Delete ($152,000.00) Note: should the FKSPCA elect to have this material furnished and installed at a later date there is a 12 -week lead time from shop drawing approval to secure the material and two weeks for installation. Should remobilization be required there could be additional charges. 6. Delete the following signage: Florida Keys SPCA and "conch" logo. Delete ($20,000.00) Note: should the FKSPCA elect to have this material furnished and installed at a later date there is a 12 -week lead time from shop drawing approval to secure the material and two weeks for installation. Should remobilization be required there could be additional charges. Total deferred items ($385,000.00) The contract amount Tess the deferred items would be: $6,428,224.00 As you determine how you want to approach these items please keep in mind that we are unable to control raw material price increases that may affect the final price. The following alternates are not part of the contract and can be added: • Labor and materials pricing for the addition of fencing separating the various dog play areas on the west side of the building. The fencing will attach to the building on one end and the fence on top of the retaining wall on the opposite end. There will be a gate allowing access to each play area. The area will also have a chain link roof over each area, which will require intermediate supports in the play area. This number now includes OH, profit & bond Add $31,707.00 • Bid Altemate #1 - Addition of shutters Add $39,382.00 • Addition of the Night Drop structure Add $26,771.00 As I mentioned, 1 will be out of town the next two weeks so if there are any questions with the information I've provided please contact Jeremy Mosher at (786) 423 -0864 or Jeremy dlporter.com We look forward to working with your firms and the SPCA on this exciting project. Sincerely, D.L. PORTER CONSTRUCTORS, INC. . ‘10a jaiikaie Oh Lit Odr)5 C. Marshall White Vice President CMW :kam CC: Jeremy Mosher, D. L. Porter Constructors, Inc. (jermevna dlporter.com) Job File 6574 Palmer Park Circle, Sarasota, Florida 34238 L) Office (941) 929 -9400 Fax (941) 929 -9500 dlporter.com D.L. Porter Constructors, Inc. Innovation on a Solid Foundation September 27, 2016 Mr. John O'Connor (via email: JOConnor@ Biltmoreconstruction.com) Mr. Tony Jenkins (via email: TJenkins @Biltmoreconstruction.com) Biltmore Construction Co., Inc. 1055 Ponce de Leon Blvd. Belleair, FL 33756 RE: Florida Keys SPCA New Facility Deferred Items Gentlemen: The suppliers /subcontractors have agreed to the follow timeframe for holding their current prices on the items the Florida Keys SPCA has elected to defer at this time. Please keep in mind that these subcontractors and suppliers have already held their prices for 4 months. Elevator equipment for one elevator 3 months Commercial laundry equipment 2 months, however the increase would only be in the $800 range. Generator 5 months Millwork and cat play structures 5 months Signage 3 months These timeframes are based from the start of construction which I have told them is 11/1/16. My letter of 9/21/16 provides the timing required to secure and install these deferred items. In the event there is a delay in accepting deferred or alternate items, which would require extending the contract time DL Porter will require additional general conditions. Let me know if you have any additional questions. We look forward to working with your firms and the SPCA on this exciting project. Sincerely, • D.L. PORTER CONSTRUCTORS, INC C. Marshall White Vice President CMW:kam CC: Jeremy Mosher, D. L. Porter Constructors, Inc. (jermey @dlporter.com) Job File 6574 Palmer Park Circle, Sarasota, Florida 34238 La Office (941) 929 -9400 Fax (941) 929 -9500 dlporter.com D.L Porter COt1Stuctors, Inc. Innovation on a Solid Foundation Septe - nber 27, 2016 Mr. John O'Connor (via email: JOConnorftBiltmoreconstruction.com) Mr. Tony Jenkins (via email: TJenkins PBiltmoreconstruction.com) Biltmore Construction Co., Inc. 1055 Ponce de Leon Blvd. Belleair, FL 33756 RE: Florida Keys SPCA New Facility Post -bid clarifications to the Contract Documents Gentlemen: Below please find an itemized list of post -bid clarifications. These items have all been discussed with all the parties involved and agreed to, however at this time they are not part of the contract documents and should be. • Test Pile 15 not induded in our Scope of Work • Material testing is by Owner • Permit and impact fees are by Owner • $50,000 contingency allowance is not included in our scope • There is no floor or wall tile in the project • Maverick Elevator is an acceptable elevator equipment supplier. • Grouting of hollow metal frames located in metal frame /drywall walls will not be required • Specification requirement, 08 1113 page 5 that the HM frames be factory pre - painted is eliminated, frames shall be field painted. • Change details 1 & 2 on A -901 to show no reveal, drywall shall tuck behind the throat of the HM door. • Solid Phenolic Core Panels are %" thick • Mulch in planting areas and Dog Play areas shall be natural undyed "FloriMulch" Malaluca mulch • The fence on the top of the concrete retaining wall is 6' high. There is no other permanent fencing in our scope of work. • Without a geotechnical report it has been determined that the Auger Cast piles lengths are as follows; 16" dia. piles shall be 20' long; 12 "dia. piles shale be 10' long. • Disregard the lines on Sheet C -2 & C -3 near the future cistern area. No Ostem work is included in this scope of work. • Fire line shall be 6" PVC. • Discharge of roof drains not shown — stubbed out 5' from building • There is no LEED requirement for this building • There is no dry retention on site • The underside of all pre- engineered roof truss tails and the underside of the "C" joist framing over the 2 floor balcony will now be covered with 4x8 sheets of Hardie Soffit • Board panels in lieu of the individual encapsulation of each tail and joist with 1X Hardie board as shown on the current documents. • Siding clarification: the requirement for 5/8" plywood under the Hardie board siding on the exterior of the building shown on the revised documents is eliminated. The exterior system will be as follows; Hardie Plank Lap siding over 2" '2" furring @ 16" o.c. over water resistive barrier (Tyvek) over 1" insulation. • There are no play structures in rooms 224 & 225 • The 2" sound board insulation shall only be installed in Lobby 100 (as shown in Sections 1/A -510 & 1/A -512 and all Canine Housing Areas including Canine Adoption 110, Canine Healthy Hold /Adoption 111, 112, 113, & 114 and Canine Isolation 127. 6514 Palmer Park Circle, Sarasota, Florida 34238 - Office (941) 929 -9400 Fax (941) 929 -9500 dlporter.com Florida Keys SPCA New Facility September 27, 2016 Page 2 • Some of the details on A -911. i.e. 1, 2 & 3 show 1" rigid insulation on the interior of a portion of the South wall and the East wall on the 1 floor. However rigid insulation is not necessary at these locations. Gypsum board can be furred out with metal furring as required. Keep furring to a minimum. • Window type 10 and Door 100B shall be aluminum storefront. Please let me know if you have any questions. Sincerely, • D.L. PORTER CONSTRUCTORS, INC. C. Marshall White Vice President CMW:kam CC: Jeremy Mosher, D. L. Porter Constructors, Inc. (iermey(tdlporter.com) Job File • • 6574 Palmer Park Circle, Sarasota, Florida 34238 L) Office (941) 929 -9400 fax (941) 929 -9500 dlporter.com • ■ C4 g F, o ` U ? m U U ca.` 1 ° 4 v s E l. r o p r./..) u c c u u o c i ,L., 5 !" W a Q .., - c .1 . � c W r .- O N g NO Q U ~ fn v t U . .. 0 0 �O = 0 d ad F —. 1 2 0 cd C a o Ca Q u y 6 E C y m c G . cd y F ° a o ,. ° V d E R ° I v = tea a' 0 o ft 4 .) G o. w° y a a� ._ ° M .--• o S cn m 3 2 Ca '. • ao v ' ¢ b W O o oA w � w I) Q E w- o E. � W a V W o tt u o a u y v r ; c 0 h y o Y u k. r •c F ° ° . ° U o 4 N Q.D . 2 F. m a o 0 o> Q n m U C E . 2 . s a o ' b fl 0 Y 0 V W c O c a 4) yv >v o U v' LL - Evv " i 1L Z 0 w v U . c '� u O v - t C E a v'"' ui re O u �� 3 Q "' W v a3 U S 5. d u p 3 0 G r_l 8 - , y U •b o y .33 .Z Q Ld. W G d. 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V1 'n s. 0 i 3 • FLORIDA KEYS SPCA Enumeration of Documents 9/19/16 Issue Date Issue Date Issue Date Issue Date Mark Title (Bid Set) (A Rev 1) (A Rev 2) (A Rev 3) SPECIFICATIONS: DIVISION 1- GENERAL REQUIREMENTS 01 10 00 SUMMARY 4/4/2016 0120 00 PRICE AND PAYMENT PROCEDURES 4/4/2016 0125 00 SUBSTITUTION PROCEDURES 4/4/2016 0126 00 CONTRACT MODIFICATION PROCEDURES 4/4/2016 01 30 00 ADMINISTRATIVE REQUIREMENTS 4/4/2016 0140 00 QUAIJTY REQUIREMENTS 4/4/2016 0150 00 TEMPORARY FACILITIES AND CONTROLS 4/4/2016 0160 00 PRODUCT REQUIREMENTS 4/4/2016 0170 00 EXECUTION AND CLOSEOUT REQUIREMENTS 4/4/2016 DMSION 2 - SITE CONSTRUCTION 02 3200 GEOTECHNICAL INVESTIGATION 4/4/2016 DIVISION 3 - CONCRETE 03 05 00 CONCRETE _ 4/4/2016 03 4100 PRECAST STRUCTURAL CONCRETE 4/4/2016 DMSION 4 - MASONRY 04 06 50 MASONRY MORTAR AND GROUT 4/4/2016 04 2000 UNIT MASONRY 4/4/2016 04 20 30 REINFORCED UNIT MASONRY 4/4/2016 04 2126 STRUCTURAL GLAZED FACE MASONRY 4/4/2016 DIVISION 5 - METALS 0510 00 STRUCTURAL METAL FRAMING 4/4/2016 05 2100 STEEL JOIST FRAMING 4/4/2016 05 30 00 METAL DECKING 4/4/2016 05 40 00 COLD - FORMED METAL FRAMING 4/4/2016 05 44 00 COLD - FORMED METAL TRUSSES 4/4/2016 DIVISION 6 - WOOD AND PLASTICS 06 06 20 DECORATIVE PLASTIC LAMINATE 4/4/2016 • 0610 00 ROUGH CARPENTRY 4/4/2016 06 16 00 SHEATHING 4/4/2016 06 2013 EXTERIOR FINISH CARPENTRY 4/4/2016 06 40 00 ARCHITECTURAL WOODWORK 4/4/2016 06 40 24 FEUNE FEATURE 4/4/2016 06 60 00 PLASTIC FABRICATIONS 4/4/2016 DIVISION 7 - THERMAL AND MOISTURE PROTECTION 07 2100 THERMAL INSULATION 4/4/2016 07 26 00 VAPOR RETARDERS 4/4/2016 07 4113 METAL ROOF PANELS 4/4/2016 07 46 46 FIBER CEMENT SIDING 4/4/2016 07 52 00 MODIFIED BITUMEN MEMBRANE ROOFING 4/4/2016 07 62 00 SHEET METAL FLASHING AND TRIM 4/4/2016 07 62 13 METAL FLASHINGS, COPINGS AND FASCIAS 4/4/2016 FLORIDA KEYS SPCA Enumeration of Documents 9/19/16 Issue Date Issue Date Issue Date Issue Date Mark Title (Bid Set) (A Rev 1) (A Rev 2) (8 Rev 3) 07 72 00 ROOF ACCESSORIES 4/4/2016 07 92 00 JOINT SEALANTS 4/4/2016 DMSION 8 - DOORS AND WINDOWS 08 11 13 HOLLOW METAL DOORS AND FRAMES 4/4/2016 08 1416 FLUSH WOOD DOORS 4/4/2016 08 3600 OVERHEAD DOORS _ 4/4/2016 08 4113 ALUMINUM FRAMED ENTRANCES AND STOREFRONTS 4/4/2016 08 6200 TUBULAR DAY LIGHTING DEVICE 4/4/2016 08 7100 DOOR HARDWARE 4/4/2016 08 80 00 GLAZING 4/4/2016 DMSION 9 - FINISHES 09 22 16 NON - STRUCTURAL METAL FRAMING 4/4/2016 09 2600 PORTLAND CEMENT PLASTER 4/4/2016 09 29 00 GYPSUM BOARD 4/4/2016 09 3000 TILING 4/4/2016 7/8/2016 09 51 13 ACOUSTICAL PANEL CEILINGS 4/4/2016 09 65 13 RESILIENT BASE AND ACCESSORIES 4/4/2016 09 65 16 RESIUENT SHEET FLOORING 4/4/2016 09 67 23 DECORATIVE FLAKE FLOOR SYSTEM 4/4/2016 09 8100 ACOUSTICAL INSULATION 4/4/2016 09 9100 PAINTING 4/4/2016 DIVISION 10 - SPECIALTIES 10 14 00 SIGNAGE 4/4/2016 10 22 01 GLASS PARTITION SYSTEMS 4/4/2016 10 26 00 WALL AND DOOR PROTECTION 4/4/2016 1028 00 TOILET, BATH, LAUNDRY, AND MISCELLANEOUS ACCESSORIES 4/4/2016 10 44 13 FIRE EXTINGUISHER CABINETS 4/4/2016 DIVISION 11- EQUIPMENT 1123 00 COMMERCIAL LAUNDRY EQUIPMENT 4/4/2016 11 31 00 RESIDENTIAL APPLIANCES 4/4/2016 1170 00 ANIMAL CARE EQUIPMENT AND ACCESSORIES 4/4/2016 1172 00 ANIMAL BATHING EQUIPMENT 4/4/2016 DIVISION 13 - SPECIAL CONSTRUCTION 13 19 00 PRE - MANUFACTURED CAGE ASSEMBLIES 4/4/2016 13 19 13 KENNEL ENCLOSURES AND GATES 4/4/2016 DIVISION 14 - CONVEYING SYSTEMS 14 2400 HYDRAULIC ELEVATORS 4/4/2016 DIVISION 21- SPRINKLER 21 00 00 FIRE PROTECTION REQUIREMENTS 4/4/2016 2110 00 WATER BASED FIRE PROTECTION SYSTEMS 4/4/2016 DIVISION 22 - PLUMBING FLORIDA KEYS SPCA Enumeration of Documents 9/19/16 Issue Date Issue Date Issue Date Issue Date Mark Title (Bid set) (A Rev 1) (A Rev 2) (A Rev 3) 22 0000 PLUMBING REQUIREMENTS 4/4/2016 22 05 53 PLUMBING IDENTIFICATION 4/4/2016 22 0719 PLUMBING PIPING INSULATION 4/4/2016 22 1010 PLUMBING VALVES 4/4/2016 2210 60 PLUMBING PIPE AND PIPE FITTINGS 4/4/2016 22 11 17 PLUMBING SUPPORTS AND ANCHORS 4/4/2016 22 11 18 PLUMBING METERS AND GAUGES 4/4/2016 22 11 19 PLUMBING PIPING SPECIALTIES 4/4/2016 22 33 30 PLUMBING EQUIPMENT 4/4/2016 22 43 00 PLUMBING FIXTURES 4/4/2016 DIVISION 23 - HEATING. VENTILATING AND AIR CONDITIONING 23 00 00 HVAC MECHANICAL REQUIREMENTS 4/4/2016 23 05 48 VIBRATION ISOLATION 4/4/2016 23 05 93 TESTING, BALANCING AND COMMISSIONING FOR HVAC SYSTEMS 4/4/2016 23 0719 HVAC MECHANICAL INSULATION 4/4/2016 23 09 00 CONTROL SYSTEMS 4/4/2016 23 10 60 HVAC PIPES AND PIPE FITTINGS 4/4/2016 23 1117 HVAC SUPPORTS AND ANCHORS 4/4/2016 2311 19 HVAC PIPING SPECIALTIES _ 4/4/2016 23 23 00 REFRIGERANT PIPING 4/4/2016 23 31 13 LOW PRESSURE DUCTWORK 4/4/2016 23 33 00 DUCTWORK ACCESSORIES 4/4/2016 23 3416 CENTRIFUGAL FANS 4/4/2016 23 34 23 POWER AND GRAVITY VENTILATORS 4/4/2016 23 36 00 TERMINAL UNITS 4/4/2016 23 37 13 AIR OUII.ETS AND INLETS 4/4/2016 23 8126 SPLIT SYSTEM HEATING AND COOLING UNITS 4/4/2016 23 81 26.13 DUCTLESS SPLIT SYSTEM AIR CONDITIONERS 4/4/2016 DIVISION 26 - ELECTIRCAL - 2600 00 BASIC METHODS AND REQUIREMENTS (ELECTRICAL) 4/4/2016 26 0519 WIRES AND CABLES 4/4/2016 2605 26 GROUNDING AND BONDING FOR ELECTRICAL SYSTEMS 4/4/2016 26 05 29 SUPPORTING DEVICES 4/4/2016 26 05 33 RACEWAYS 4/4/2016 26 05 34 ELECTRICAL BOXES AND FITTINGS 4/4/2016 26 05 35 ELECTRICAL CONNECTION FOR EQUIPMENT 4/4/2016 26 05 53 ELECTRICAL IDENTIFICATION 4/4/2016 26 22 00 DRY TYPE TRANSFORMERS 4/4/2016 26 2416 PANELBOARDS 4/4/2016 2617 26 WIRING DEVICES 4/4/2016 26 28 16 CIRCUIT AND MOTOR DISCONNECTS 4/4/2016 26 2817 OVERCURRENT PROTETIVE DEVICES 4/4/2016 26 29 13 MOTOR CONTROLLERS AND CONTRACTORS 4/4/2016 26 32 13 ENGINE GENERAQTOR SET 4/4/2016 26 36 00 AUTOMATIC TRANSFER SWITCHES 4/4/2016 26 41 13 LIGHTNING PROTECTION SYSTEM 4/4/2016 26 4313 SURGE PROTECTION DEVICES 4/4/2016 26 5100 INTERIOR BUILDIONG LIGHTING _ 4/4/2016 26 56 00 EXTERIOR BUILDING LIGHTING 4/4/2016 DIVISION 28 - ELECTRONIC SAFETY AND SECURITY FLORIDA KEYS SPCA Enumeration of Documents 9/19/16 Issue Date Issue Date Issue Date Issue Date Mark Title (Bid Set) (A Rev 1) (A Rev 2) (A Rev 3) 28 3111 FIRE ALARM AND SMOKE DETECTION SYSTEMS 4/4/2016 DMSION 31- EARTHWORK 31 1100 CLEARING AND GRUBBING 4/4/2016 3123 00 TRENCH EXCAVATION AND FILL 4/4/2016 3125 00 EROSION AND SEDIMENTATION CONTROLS 4/4/2016 3131 16 TERMITE CONTROL _ 4/4/2016 3163 16 AUGER CAST GROUT PILES 4/4/2016 DIVISION 32 - EXTERIOR IMPROVEMENTS 32 1216 ASPHALT PAVING 4/4/2016 3217 23 PAVEMENT MARKINGS 4/4/2016 32 31 13 CHAIN LINK FENCES AND GATES 4/4/2016 DMSION 33 - UTILITIES 33 16 00 SIDEWALKS, CURBS AND GUTTERS 4/4/2016 33 25 10 DRILLING OF- DRAINAGE WELLS 4/4/2016 33 25 20 STEP DRAWDOWN PUMPING TEST 4/4/2016 33 4101 STORM PIPING 4/4/2016 33 4413 STORM STRUCTURES 4/4/2016 DRAWINGS: GENERAL 6-001 COVER SHEET 4/4/2016 6/1/2016 G-002 ABBREVIATIONS, NOTES, AND SYMBOLS 4/4/2016 7/8/2016 LS -100 FIRST FLOOR LIFE SAFETY PLAN 4/4/2016 7/8/2016 LS -101 SECOND FLOOR LIFE SAFETY PLAN 4/4/2016 LANDSCAPE 1 -1 LANDSCAPE PLAN 12/7/2015 L -2 IRRIGATION PLAN 5/1/2015 ava • C -1 GENERAL NOTES 4/6/2016 C -2 GRADING AND DRAINAGE PLAN 4/6/2016 7/8/2016 C -3 UTILITY PLAN 4/6/2016 6/1/2016 C-4 CIVIL DETAILS 4/6/2016 C -5 CIVIL DETAILS 4/6/2016 7/8/2016 C-6 CIVIL DETAILS 4/6/2016 7/8/2016 ARCHITECTURAL A -001 ARCHITECTURAL SITE PLAN & SITE DATA TABLES 4/4/2016 6/1/2016 A -002 ARCHITECTURAL SITE PLAN 4/4/2016 A -010 FIRST FLOOR REFERENCE PLAN 4/4/2016 7/8/2016 A -011 SECOND FLOOR REFERENCE PLAN 4/4/2016 7/8/2016 A -100 PARTIAL FIRST FLOOR DIMENSIONED PLAN 4/4/2016 A -101 PARTIAL FIRST FLOOR DIMENSIONED PLAN 4/4/2016 7/8/2016 A -102 PARTIAL SECOND FLOOR DIMENSIONED PLAN 4/4/2016 FLORIDA KEYS SPCA Enumeration of Documents 9/19/16 Issue Date Issue Date Issue Date Issue Date Mark Title (Bid Set) (A Rev 1) (A Rev 2) (A Rev 3) A -103 PARTIAL SECOND FLOOR DIMENSIONED PLAN 4/4/2016 A -110 ENLARGED FLOOR PLANS 4/4/2016 A -111 FLOOR PLAN DETAILS 4/4/2016 7/8/2016 A -112 RAMP PLAN, ELEVATION, AND SECTION 4/4/2016 A -130 FIRST FLOOR SLAB PLAN 4/4/2016 _ A -131 SECOND FLOOR SLAB PLAN 4/4/2016 A -140 FIRST FLOOR EQUIPMENT PLAN AND SCHEDULES 4/4/2016 A -141 SECOND FLOOR EQUIPMENT PLAN AND SCHEDULES 4/4/2016 A -200 FIRST FLOOR REFLECTED CEIUNG PLAN 4/4/2016 7/8/2016 A -201 SECOND FLOOR REFLECTED CEILING PLAN 4/4/2016 7/8/2016 A -202 CEILING DETAILS 4/4/2016 A -300 ROOF PLANS 4/4/2016 A -301 ROOF DETAILS 4/4/2016 7/8/2016 A -302 ROOF DETAILS 4/4/2016 7/8/2016 A-400 EXTERIOR ELEVATIONS 4/4/2016 6/1/2016 7/8/2016 A-401 EXTERIOR ELEVATIONS 4/4/2016 6/1/2016 7/8/2016 A -510 WALL SECTIONS 4/4/2016 6/1/2016 7/8/2016 A -511 WALL SECTIONS 4/4/2016 6/1/2016 7/8/2016 A -512 WALL SECTIONS 4/4/2016 6/1/2016 7/8/2016 A -513 WALL SECTIONS 4/4/2016 6/1/2016 7/8/2016 A -514 STAIR SECTIONS 4/4/2016 6/1/2016 A -515 STAIR SECTIONS 4/4/2016 6/1/2016 A -516 ELEVATOR SECTIONS 4/4/2016 6/1/2016 A -517 ELEVATOR AND MECHANICAL PLATFORM SECTIONS 4/4/2016 6/1/2016 7/8/2016 A -600 CANINE DETAILS _ 4/4/2016 A-601 CANINE DETAILS _ 4/4/2016 A-602 CANINE DETAILS 4/4/2016 _ A-603 CAT FEATURE DETAILS _ 4/4/2016 A-604 CAT FEATURE DETAILS 4/4/2016 A-605 CAT FEATURE DETAILS 4/4/2016 A -700 INTERIOR ELEVATIONS 4/4/2016 A -701 INTERIOR ELEVATIONS 4/4/2016 A -702 INTERIOR ELEVATIONS _ 4/4/2016 5/18/2016 A -703 FRONT DESK DETAILS 4/4/2016 7/8/2016 A -704 FRONT DESK DETAILS _ 4/4/2016 7/8/2016 A -705 FRONT DESK DETAILS 4/4/2016 _ 7/8/2016 A -710 FIRST FLOOR FINISH PLAN AND SCHEDULE 4/4/2016 7/8/2016 A -711 SECOND FLOOR FINISH PLAN AND SCHEDULE 4/4/2016 7/8/2016 A -712 FIRST FLOOR WALL FINISH PLAN AND DETAILS 4/4/2016 A -713 SECOND FLOOR WALL FINISH PLAN AND DETAILS 4/4/2016 7/8/2016 A-720 FIRST FLOOR SIGNAGE PLAN AND DETAILS 4/4/2016 A -721 SECOND FLOOR SIGNAGE PLAN AND DETAILS 4/4/2016 A -800 MILLWORK DETAILS 4/4/2016 A -801 MILLWORK DETAILS 4/4/2016 A -802 MILLWORK DETAILS 4/4/2016 A -900 DOOR SCHEDULE 4/4/2016 7/8/2016 A -901 DOOR SCHEDULE AND DETAILS 4/4/2016 7/8/2016 A -910 WINDOW SCHEDULE 4/4/2016 7/8/2016 A -911 WINDOW DETAILS 4/4/2016 A -912 WINDOW DETAILS 4/4/2016 7/8/2016 STRUCTURAL S-101 GENERAL STRUCTURAL NOTES 4/4/2016 6/1/2016 5 -102 WIND DESIGN DATA AND LOAD SCHEDULE 4/4/2016 5-201 FOUNDATION PLAN 4/4/2016 7/8/2016 S -202 SECOND FLOOR FRAMING PLAN 4/4/2016 S -203 ROOF FRAMING PLAN 4/4/2016 1 FLORIDA KEYS SPCA Enumeration of Documents 9/19/16 Issue Date Issue Date Issue Date Issue Date Mark Title (Bid Set) (A Rev 1) (A Rev 2) (A Rev 3) 5-204 ROOF TRUSS FRAMING PLAN 4/4/2016 7/8/2016 5-301 TYPICAL DETAILS 4/4/2016 5-302 TYPICAL DETAILS 4/4/2016 5-303 TYPICAL DETAILS 4/4/2016 6/1/2016 5-304 TYPICAL DETAILS _ 4/4/2016 6/1/2016 5-305 TYPICAL DETAILS 4/4/2016 5-306 TYPICAL DETAILS _ 4/4/2016 S -307 TYPICAL DETAILS 4/4/2016 5-308 TYPICAL DETAILS 4/4/2016 5-309 STEEL AND CONCRETE COLUMN SCHEDULES 4/4/2016 7/8/2016 5-310 PILE CAP DETAILS 4/4/2016 5-401 SECTIONS AND DETAILS 4/4/2016 7/8/2016 5-402 SECTIONS AND DETAILS 4/4/2016 7/8/2016 5-403 SECTIONS AND DETAILS 4/4/2016 S-404 SECTIONS AND DETAILS 4/4/2016 5-405 SECTIONS AND DETAILS 4/4/2016 _ 7/8/2016 S-406 SECTIONS AND DETAILS 4/4/2016 7/8/2016 MECHANICAL M -001 GENERAL HVAC NOTES AND LEGEND 4/4/2016 M -101 HVAC - FIRST FLOOR 4/4/2016 M -102 HVAC - SECOND FLOOR 4/4/2016 M -201 HVAC SCHEDULES 4/4/2016 M -202 HVAC SCHEDULES 4/4/2016 M -301 HVAC DETAILS 4/4/2016 M-401 HVAC CONTROLS 4/4/2016 ELECTRICAL E -001 ELECTRICAL LEGEND, SCHEDULE AND GENERAL NOTES 4/4/2016 E-002 LUMINAIRE CUT SHEETS 4/4/2016 E-003 LUMINAIRE CUT SHEETS _ 4/4/2016 E -004 LUMINAIRE CUT SHEETS 4/4/2016 E -100 ELECTRICAL SITE PLAN 4/4/2016 E -101 UGHTING PLAN - FIRST FLOOR 4/4/2016 E -102 LIGHTING PLAN - SECOND FLOOR 1 4/4/2016 E -201 POWER AND SYSTEMS PLAN - FIRST FLOOR 4/4/2016 E -202 POWER AND SYSTEMS PLAN - SECOND FLOOR 4/4/2016 E -203 MECHANICAL EQUIPMENT CONNECTION SCHEDULE 4/4/2016 E -301 FIRE ALARM SYSTEMS - PLAN FIRST FLOOR 4/4/2016 E -302 FIRE ALARM SYSTEMS - PLAN SECOND FLOOR 4/4/2016 E-401 UGHTNING PROTECTION PLAN 4/4/2016 E -501 ELECTRICAL RISER DIAGRAM 4/4/2016 E -502 PANEL SCHEDULES 4/4/2016 E -503 PANEL SCHEDULES _ 4/4/2016 E -601 FIRE ALARM RISER DIAGRAM 4/4/2016 E -701 ELECTRICAL DETAILS 4/4/2016 PLUMBING P -001 GENERAL PLUMBING NOTES AND LEGEND 4/4/2016 P -101 FIRST FLOOR PLUMBING PLAN 4/4/2016 P -102 SECOND FLOOR PLUMBING PLAN 4/4/2016 P -103 FIRST AND SECOND STORM PLAN 4/4/2016 P -201 PLUMBING FIXTURE SCHEDULE 4/4/2016 P -301 SANITARY RISER DIAGRAM 4/4/2016 i i FLORIDA KEYS SPCA Enumeration of Documents 9/19/16 Issue Date Issue Date Issue Date Issue Date Mark Title (Bid Set) (A Rev 1) (A Rev 2) (A Rev 3) P-401 DOMESTIC WATER RISER DIAGRAM 4/4/2016 P -501 PLUMBING OXYGEN AND SCAVENGING ISOMETRIC 4/4/2016 P -601 PLUMBING DETAILS 4/4/2016 FIRE PROTECTION FP -001 FIRE PROTECTION DETAILS, GENERAL NOTES, AND LEGEND 4/4/2016 FP -101 FIRE PROTECTION PLAN FIRST FLOOR 4/4/2016 FP -102 FIRE PROTECTION PLAN SECOND FLOOR 4/4/2016 • { M emorandum AIA Insurance Cancellation Notice Requirements In September of 2009, the Association for Cooperative Operations Research and Development (ACORD) amended its Form 25 Certificate of Liability Insurance (ACORD Form 25) as it relates an insurer's duty to give notice of cancellation of an insurance policy. The changes, and related rulings by state insurance administrative agencies, make it difficult or impossible for construction industry professionals to satisfy some requirements found in several AIA Contract Documents. Due to these developments, edits may be required to the standard text of the following AIA Contract Documents: A107 -2007 Sections 17.1 and 17.3.2 A141 -2004 Exhibit A Sections A9.10.2, A11.2.3 and A.11.4.6 A142 -2004 Exhibit A Section A9.10.2 A142 -2004 Exhibit E Section E.1.3 A201 -2007 Sections 9.10.2, 11.1.3 and 11.3.6 A201 -2007 SP Sections 9.10.2, 11.1.3 and 11.3.6 A232 -2009 Sections 9.10.2, 11.1.3 and 11.3.6 A232 -2009 SP Sections 9.10.2, 11.1.3 and 11.3.6 A251 -2007 Section 13.1.3 A295 -2008 Sections 10.2.2, 11.1.3 and 11.3.6 A401 -2007 Section 13.3 A401 -2007 SP Section 13.3 A441 -2008 Section 13.3 C101 -1993 Section 9.3 C191 -2009 Exhibit A Sections Al2.9.2 and A14.1.3 C196 -2008 Section 2.4.5 C197 -2008 Section 2.7.5 C198 -2010 Section 2.9.3 C199 -2010 Exhibit A Sections A.5.26.2.2, A6.1.3 and A6.3.6 For more information, please visit AIA.org and read a memorandum entitled "Changes in the Insurance Industry Impact Notice of Policy Cancellation." This memorandum (1) provides an overview of the ACORD Form 25 changes and related rulings by state agencies, and (2) suggests edits that users might incorporate into standard AIA Contract Documents to respond to these changes and rulings. To read the memorandum, visit the AIA Contract Documents Reference Material Web site, www.aia.org /contractdocs /reference. At the bottom of the Reference Material page, click Other Reference Material. On the Other Reference Material page, the memorandum is listed under the subheading "Corrections, Modifications and Important Information." You may also access the memorandum by typing the following URL into your Web browser: www.aia.org/groups/aia/documents/pdf/aiab101644.pdf S • �� f Document A201 TM - 2007 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) Florida Keys SPCA Animal Shelter This document has important legal 5711 College Road, Key West, FL 33040 consequences. Consultation with an attorney is encouraged with respect to its completion or modification. THE OWNER: (Name, legal status and address) Florida Keys Society for Prevention of Cruelty to Animalslnc 5230 College Road Key West, FL 33040 THE ARCHITECT: (Name, legal status and address) Richard S. Bacon, FAIA, President, Bacon Group, Inc. 2641 Sunset Point Road Clearwater, FL 33759 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES Init. AIA Document A201 TM - 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 1 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. INDEX Architect's Administration of the Contract (Topics and numbers in bold are section headings.) 3.1.3, 4.2, 3.7.4, 15.2, 9.4.1, 9.5 Architect's Approvals 2.4.1, 3.1.3, 3.5, 3.10.2, 4.2.7 Acceptance of Nonconforming Work Architect's Authority to Reject Work 9.6.6, 9.9.3, 12.3 3.5, 4.2.6, 12.1.2, 12.2.1 Acceptance of Work Architect's Copyright 9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3 1.1.7, 1.5 Access to Work Architect's Decisions 3.16, 6.2.1, 12.1 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 6.3, Accident Prevention 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4.1, 9.5, 9.8.4, 9.9.1, 10 13.5.2, 15.2, 15.3 Acts and Omissions Architect's Inspections 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5 10.2.8, 13.4.2, 13.7, 14.1, 15.2 Architect's Instructions Addenda 3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.5.2 1.1.1, 3.11.1 Architect's Interpretations Additional Costs, Claims for 4.2.11, 4.2.12 3.7.4, 3.7.5, 6.1.1, 7.3.7.5, 10.3, 15.1.4 Architect's Project Representative Additional Inspections and Testing 4.2.10 9.4.2, 9.8.3, 12.2.1, 13.5 Architect's Relationship with Contractor Additional Insured 1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 11.1.4 3.7.4, 3.7.5, 3.9.2, 3.9.3, 3.10, 3.11, 3.12, 3.16, 3.18, Additional Time, Claims for 4.1.2, 4.1.3, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 3.2.4, 3.7.4, 3.7.5, 3.10.2, 8.3.2, 15.1.5 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.4.2, 13.5, Administration of the Contract 15.2 3.1.3, 4.2, 9.4, 9.5 Architect's Relationship with Subcontractors Advertisement or Invitation to Bid 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3.7 1.1.1 Architect's Representations Aesthetic Effect 9.4.2, 9.5.1, 9.10.1 4.2.13 Architect's Site Visits Allowances 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 3.8, 7.3.8 Asbestos All -risk Insurance 10.3.1 11.3.1, 11.3.1.1 Attorneys' Fees Applications for Payment 3.18.1, 9.10.2, 10.3.3 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7, 9.10, Award of Separate Contracts 11.1.3 6.1.1, 6.1.2 Approvals Award of Subcontracts and Other Contracts for 2.1.1, 2.2.2, 2.4, 3.1.3, 3.10.2, 3.12.8, 3.12.9, 3.12.10, Portions of the Work 4.2.7, 9.3.2, 13.5.1 5.2 Arbitration Basic Definitions 8.3.1, 11.3.10, 13.1.1, 15.3.2, 15.4 1.1 ARCHITECT Bidding Requirements 4 1.1.1,5.2.1,11.4.1 Architect, Definition of Binding Dispute Resolution 4.1.1 9.7, 11.3.9, 11.3.10, 13.1.1, 15.2.5, 15.2.6.1, 15.3.1, Architect, Extent of Authority 15.3.2, 15.4.1 2.4.1, 3.12.7, 4.1, 4.2, 5.2, 6.3, 7.1.2, 7.3.7, 7.4, 9.2, Boiler and Machinery Insurance 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1, 11.3.2 13.5.1, 13.5.2, 14.2.2, 14.2.4, 15.1.3, 15.2.1 Bonds, Lien Architect, Limitations of Authority and Responsibility 7.3.7.4, 9.10.2, 9.10.3 2.1.1, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, Bonds, Performance, and Payment 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5.2.1, 7.4, 7.3.7.4,9.6.7,9.10.3, 11.3.9, 11.4 9.4.2, 9.5.3, 9.6.4, 15.1.3, 15.2 Building Permit Architect's Additional Services and Expenses 3.7.1 2.4.1, 11.3.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4 Capitalization 1.3 Init. AIA Document A201 TN - 2007. Copyright ®1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 2 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. Certificate of Substantial Completion Compliance with Laws 9.8.3, 9.8.4, 9.8.5 1.6.1, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, Certificates for Payment 10.2.2, 11.1, 11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 4.2.1, 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.3 Concealed or Unknown Conditions Certificates of Inspection, Testing or Approval 3.7.4, 4.2.8, 8.3.1, 10.3 13.5.4 Conditions of the Contract Certificates of Insurance 1.1.1, 6.1.1, 6.1.4 9.10.2, 11.1.3 Consent, Written Change Orders 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5, 9.9.1, 1.1.1, 2.4.1, 3.4.2, 3.7.4, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8, 9.10.2,9.10.3, 11.3.1, 13.2, 13.4.2, 15.4.4.2 5.2.3, 7.1.2, 7.1.3, 7.2, 7.3.2, 7.3.6, 7.3.9, 7.3.10, Consolidation or Joinder 8.3.1, 9.3.1.1, 9.10.3, 10.3.2, 11.3.1.2, 11.3.4, 11.3.9, 15.4.4 12.1.2, 15.1.3 CONSTRUCTION BY OWNER OR BY Change Orders, Definition of SEPARATE CONTRACTORS 7.2.1 1.1.4, 6 CHANGES IN THE WORK Construction Change Directive, Definition of 2.2.1,3.11,4.2.8,7 ,7.2.1,7.3.1,7.4,8.3.1,9.3.1.1, 7.3.1 11.3.9 Construction Change Directives Claims, Definition of 1.1.1, 3.4.2, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3, 15.1.1 9.3.1.1 CLAIMS AND DISPUTES Construction Schedules, Contractor's 3.2.4, 6.1.1, 6.3, 7.3.9, 9.3.3, 9.10.4, 10.3.3, 15, 15.4 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Claims and Timely Assertion of Claims Contingent Assignment of Subcontracts 15.4.1 5.4, 14.2.2.2 Claims for Additional Cost Continuing Contract Performance 3.2.4, 3.7.4, 6.1.1, 7.3.9, 10.3.2, 15.1.4 15.1.3 Claims for Additional Time Contract, Defmition of 3.2.4, 3.7.46.1.1, 8.3.2, 10.3.2, 15.1.5 1.1.2 Concealed or Unknown Conditions, Claims for CONTRACT, TERMINATION OR 3.7.4 SUSPENSION OF THE Claims for Damages 5.4.1.1, 11.3.9, 14 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, Contract Administration 11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 3.1.3,4,9.4,9.5 Claims Subject to Arbitration Contract Award and Execution, Conditions Relating to 15.3.1, 15.4.1 3.7.1,3. 10,5.2,6.1,11.1.3,11.3.6,11.4.1 Cleaning Up Contract Documents, Copies Furnished and Use of 3.15, 6.3 1.5.2, 2.2.5, 5.3 Commencement of the Work, Conditions Relating to Contract Documents, Definition of 2.2.1, 3.2.2, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 5.2.1, 5.2.3, 1.1.1 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.3.1, 11.3.6, 11.4.1, Contract Sum 15.1.4 3.7.4, 3.8, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2, 9.5.1.4, Commencement of the Work, Definition of 9.6.7, 9.7, 10.3.2, 11.3.1, 14.2.4, 14.3.2, 15.1.4, 8.1.2 15.2.5 Communications Facilitating Contract Contract Sum, Definition of Administration 9.1 3.9.1, 4.2.4 Contract Time Completion, Conditions Relating to 3.7.4, 3.7.5, 3.10.2, 5.2.3, 7.2.1.3, 7.3.1, 7.3.5, 7.4, 3.4.1,3.11,3.15,4 .2.2,4.2.9,8.2,9.4.2,9.8,9.9.1, 8.1.1, 8.2.1, 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 14.3.2, 9.10, 12.2, 13.7, 14.1.2 15.1.5.1, 15.2.5 COMPLETION, PAYMENTS AND Contract Time, Definition of 9 8.1.1 Completion, Substantial CONTRACTOR 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 3 12.2, 13.7 Contractor, Definition of 3.1, 6.1.2 Contractor's Construction Schedules 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Init AIA Document A201 TM — 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- duction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum 3 extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. Contractor's Employees Damage to Construction of Owner or Separate 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, Contractors 11.1.1, 11.3.7, 14.1, 14.2.1.1 3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 11.1.1, 11.3, Contractor's Liability Insurance 12.2.4 11.1 Damage to the Work Contractor's Relationship with Separate Contractors 3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.4.1, 11.3.1, 12.2.4 and Owner's Forces Damages, Claims for 3.12.5, 3.14.2, 4.2.4, 6, 11.3.7, 12.1.2, 12.2.4 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, Contractor's Relationship with Subcontractors 11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2, Damages for Delay 11.3.1.2, 11.3.7, 11.3.8 6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2 Contractor's Relationship with the Architect Date of Commencement of the Work, Definition of 1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 8.1.2 3.7.4, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.3, 4.2, 5.2, Date of Substantial Completion, Definition of 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 8.13 10.3, 11.3.7, 12, 13.5, 15.1.2, 15.2.1 Day, Definition of Contractor's Representations 8.1.4 3.2.1, 3.2.2, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2 Decisions of the Architect Contractor's Responsibility for Those Performing the 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 15.2, 6.3, Work 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 3.3.2, 3.18, 5.3.1, 6.1.3, 6.2, 9.5.1, 10.2.8 13.5.2, 14.2.2, 14.2.4, 15.1, 15.2 Contractor's Review of Contract Documents Decisions to Withhold Certification 3.2 9.4.1, 9.5, 9.7, 14.1.1.3 Contractor's Right to Stop the Work Defective or Nonconforming Work, Acceptance, 9.7 Rejection and Correction of Contractor's Right to Terminate the Contract 2.3.1, 2.4.1, 3.5, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, 14.1, 15.1.6 9.9.3, 9.10.4, 12.2.1 Contractor's Submittals Definitions 3.10,3.11,3.12.4,4 .2.7,5.2.1,5.2.3,9.2,9.3,9.8.2, 1.1,2.1.1,3.1.1, 3.5,3.12.1,3.12.2,3.12.3,4.1.1, 9.8.3, 9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.4.2 15.1.1,5.1, 6.1.2,7.2.1,7.3.1,8.1,9.1,9.8.1 Contractor's Superintendent Delays and Extensions of Time 3.9, 10.2.6 3.2, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 83, 9.5.1, 9.7, Contractor's Supervision and Construction Procedures 10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, Disputes 7.1.3, 7.3.5, 7.3.7, 8.2, 10, 12, 14, 15.1.3 6.3, 7.3.9, 15.1, 15.2 Contractual Liability Insurance Documents and Samples at the Site 11.1.1.8, 11.2 3.11 Coordination and Correlation Drawings, Definition of 1.2, 3.2.1, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1 1.1.5 Copies Furnished of Drawings and Specifications Drawings and Specifications, Use and Ownership of 1.5, 2.2.5, 3.11 3.11 Copyrights Effective Date of Insurance 1.5, 3.17 8.2.2, 11.1.2 Correction of Work Emergencies 2.3, 2.4, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2 10.4, 14.1.1.2, 15.1.4 Correlation and Intent of the Contract Documents Employees, Contractor's 1.2 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, Cost, Definition of 10.3.3, 11.1.1, 11.3.7, 14.1, 14.2.1.1 73.7 Equipment, Labor, Materials or Costs 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13.1, 3.15.1, 2.4.1, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 7.3.3.3, 7.3.7, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 11.3, 12.1.2, 12.2.1, 12.2.4, 13.5, 14 Execution and Progress of the Work Cutting and Patching 1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3.1, 3.4.1, 3.7.1, 3.14, 6.2.5 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.5, 8.2, 9.5.1, 9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3.1, 15.1.3 Init AIA Document A201 — 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 4 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum / extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents-on-Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. Extensions of Time Insurance, Loss of Use 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4, 9.5.1, 9.7, 10.3.2, 11.3.3 10.4.1, 14.3, 15.1.5, 15.2.5 Insurance, Owner's Liability Failure of Payment 11.2 9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Insurance, Property Faulty Work 10.2.5, 11.3 (See Defective or Nonconforming Work) Insurance, Stored Materials Final Completion and Final Payment 9.3.2 4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.3.1, 11.3.5, INSURANCE AND BONDS 12.3.1, 14.2.4, 14.4.3 11 Financial Arrangements, Owner's Insurance Companies, Consent to Partial Occupancy 2.2.1, 13.2.2, 14.1.1.4 9.9.1, Fire and Extended Coverage Insurance Intent of the Contract Documents 11.3.1.1 1.2.1,4.2.7,4.2.12,4.2.13,7.4 GENERAL PROVISIONS Interest 1 13.6 Governing Law Interpretation 13.1 1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15.1.1 Guarantees (See Warranty) Interpretations, Written Hazardous Materials 4.2.11, 4.2.12, 15.1.4 10.2.4, 10.3 Judgment on Final Award Identification of Subcontractors and Suppliers 15.4.2 5.2.1 Labor and Materials, Equipment Indemnification 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 3.17, 3.18, 9.10.2, 10.3.3, 10.3.5, 10.3.6, 11.3.1.2, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 11.3.7 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Information and Services Required of the Owner Labor Disputes 2.1.2, 2.2, 3.2.2, 3.12.4, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 8.3.1 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, Laws and Regulations 13.5.2, 14.1.1.4, 14.1.4, 15.1.3 1.5, 3.2.3, 3.6, 3.7, 3. 12.10, 3.13.1, 4.1.1, 9.6.4, 9.9.1, Initial Decision 10.2.2, 11.1.1, 11.3, 13.1.1, 13.4, 13.5.1, 13.5.2, 15.2 13.6.1, 14, 15.2.8, 15.4 Initial Decision Maker, Definition of Liens 1.1.8 2.1.2, 9.3.3, 9.10.2, 9.10.4, 15.2.8 Initial Decision Maker, Decisions Limitations, Statutes of 14.2.2, 14.2.4, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 12.2.5, 13.7, 15.4.1.1 Initial Decision Maker, Extent of Authority Limitations of Liability 14.2.2, 14.2.4, 15.1.3, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 2.3.1, 3.2.2, 3.5, 3.12.10, 3.17, 3.18.1, 4.2.6, 4.2.7, 15.2.5 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 10.2.5, 10.3.3, Injury or Damage to Person or Property 11.1.2, 11.2, 11.3.7, 12.2.5, 13.4.2 10.2.8, 10.4.1 Limitations of Time Inspections 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 5.2, 5.3.1, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.9.2, 9.10.1, 12.2.1, 13.5 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.3.1.5, Instructions to Bidders 11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15 1.1.1 Loss of Use Insurance Instructions to the Contractor 11.3.3 3.2.4, 3.3.1, 3.8.1, 5.2.1, 7, 8.2.2, 12, 13.5.2 Material Suppliers Instruments of Service, Definition of 1.5, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5 1.1.7 Materials, Hazardous Insurance 10.2.4, 10.3 3.18.1, 6.1.1, 7.3.7, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 11 Materials, Labor, Equipment and Insurance, Boiler and Machinery 1.1.3, 1.1.6, 1.5.1, 3.4.1, 3.5, 3.8.2, 3.8.3, 3.12, 11.3.2 3.13.1, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, Insurance, Contractor's Liability 9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 11.1 14.2.1.2 Insurance, Effective Date of 8.2.2, 11.1.2 AIA Document A201"' — 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 5 duction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. Means, Methods, Techniques, Sequences and Owner's Financial Capability Procedures of Construction 2.2.1, 13.2.2, 14.1.1.4 3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2 Owner's Liability Insurance Mechanic's Lien 11.2 2.1.2, 15.2.8 Owner's Relationship with Subcontractors Mediation 1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2 8.3.1, 10.3.5, 10.3.6, 15.2.1, 15.2.5, 15.2.6, 15.3, Owner's Right to Carry Out the Work 15.4.1 2.4, 14.2.2 Minor Changes in the Work Owner's Right to Clean Up 1.1.1, 3.12.8, 4.2.8, 7.1, 7.4 63 MISCELLANEOUS PROVISIONS Owner's Right to Perform Construction and to 13 Award Separate Contracts Modifications, Definition of 6.1 1.1.1 Owner's Right to Stop the Work Modifications to the Contract 2.3 1.1.1, 1.1.2, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7, Owner's Right to Suspend the Work 10.3.2, 11.3.1 14.3 Mutual Responsibility Owner's Right to Terminate the Contract 6.2 14.2 Nonconforming Work, Acceptance of Ownership and Use of Drawings, Specifications 9.6.6, 9.9.3, 123 and Other Instruments of Service Nonconforming Work, Rejection and Correction of 1.1.1, 1.1.6, 1.1.7, 1.5, 2.2.5, 3.2.2, 3.11.1, 3.17, 2.3.1, 2.4.1, 3.5, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3, 4.2.12, 5.3.1 9.10.4, 12.2.1 Partial Occupancy or Use Notice 9.6.6, 9.9, 11.3.1.5 2.2.1, 2.3.1, 2.4.1, 3.2.4, 3.3.1, 3.7.2, 3.12.9, 5.2.1, Patching, Cutting and 9.7,9.10,10.2 .2,11.1.3,12.2.2.1,13.3,13.5.1, 3.14, 6.2.5 13.5.2, 14.1, 14.2, 15.2.8, 15.4.1 Patents Notice, Written 3.17 2.3.1, 2.4.1, 3.3.1, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 9.7, Payment, Applications for 9.10, 10.2.2, 10.3, 11.1.3, 11.3.6, 12.2.2.1, 133, 14, 4.2.5, 7.3.9, 9.2, 93, 9.4, 9.5, 9.6.3, 9.7, 9.8.5, 9.10.1, 15.2.8, 15.4.1 14.2.3, 14.2.4, 14.4.3 Notice of Claims Payment, Certificates for 3.7.4, 10.2.8, 15.1.2, 15.4 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, Notice of Testing and Inspections 9.10.3, 13.7, 14.1.1.3, 14.2.4 13.5.1, 13.5.2 Payment, Failure of Observations, Contractor's 9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 3.2, 3.7.4 Payment, Final Occupancy 4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 12.3.1, 2.2.2, 9.6.6, 9.8, 11.3.1.5 13.7, 14.2.4, 14.4.3 Orders, Written Payment Bond, Performance Bond and 1.1.1, 2.3, 3.9.2, 7, 8.2.2, 11.3.9, 12.1, 12.2.2.1, 7.3.7.4, 9.6.7, 9.10.3, 11.4 13.5.2, 14.3.1 Payments, Progress OWNER 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3 2 PAYMENTS AND COMPLETION Owner, Definition of 9 2.1.1 Payments to Subcontractors Owner, Information and Services Required of the 5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 14.2.1.2 2.1.2, 2.2, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2, PCB 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.3, 13.5.1, 10.3.1 13.5.2, 14.1.1.4, 14.1.4, 15.1.3 Performance Bond and Payment Bond Owner's Authority 7.3.7.4, 9.6.7, 9.10.3, 11.4 1.5, 2.1.1, 2.3.1, 2.4.1, 3.4.2, 3.8.1, 3.12.10, 3.14.2, Permits, Fees, Notices and Compliance with Laws 4.1.2, 4.1.3, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 2.2.2, 3.7, 3.13, 7.3.7.4, 10.2.2 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.6.4, PERSONS AND PROPERTY, PROTECTION OF 9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.3, 11.3.10, 12.2.2, 10 12.3.1, 13.2.2, 14.3, 14.4, 15.2.7 Polychlorinated Biphenyl 10.3.1 init. AIA Document A201 TM — 2007. Copyright m 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 6 duction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on - Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. Product Data, Definition of Samples, Shop Drawings, Product Data and 3.12.2 3.11, 3.12, 4.2.7 Product Data and Samples, Shop Drawings Samples at the Site, Documents and 3.11, 3.12, 4.2.7 3.11 Progress and Completion Schedule of Values 4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.3 9.2, 9.3.1 Progress Payments Schedules, Construction 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Project, Definition of Separate Contracts and Contractors 1.1.4 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 12.1.2 Project Representatives Shop Drawings, Definition of 4.2.10 3.12.1 Property Insurance Shop Drawings, Product Data and Samples 10.2.5,113 3.11,3.12,4.2.7 PROTECTION OF PERSONS AND PROPERTY Site, Use of 10 3.13, 6.1.1, 6.2.1 Regulations and Laws Site Inspections 1.5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 9.9.1, 3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2, 9.4.2, 9.10.1, 13.5 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14, Site Visits, Architect's 15.2.8, 15.4 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 Rejection of Work Special Inspections and Testing 3.5, 4.2.6, 12.2.1 4.2.6, 12.2.1, 13.5 Releases and Waivers of Liens Specifications, Definition of 9.10.2 1.1.6 Representations Specifications 3.2.1, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 1.1.1, 1.1.6, 1.2.2, 1.5, 3.11, 3.12.10, 3.17, 4.2.14 9.8.2, 9.10.1 Statute of Limitations Representatives 13.7, 15.4.1.1 2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.2, 4.2.10, 5.1.1, Stopping the Work 5.1.2, 13.2.1 2.3, 9.7, 10.3, 14.1 Responsibility for Those Performing the Work Stored Materials 3.3.2, 3.18, 4.2.3, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10 6.2.1, 9.3.2, 10.2.1.2, 10.2.4 Retainage Subcontractor, Definition of 9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3 5.1.1 Review of Contract Documents and Field SUBCONTRACTORS Conditions by Contractor 5 3.2, 3.12.7, 6.1.3 Subcontractors, Work by Review of Contractor's Submittals by Owner and 1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, Architect 9.6.7 3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2 Subcontractual Relations Review of Shop Drawings, Product Data and 53, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 14.1, 14.2.1 Samples by Contractor Submittals 3.12 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.7, 9.2, 9.3, Rights and Remedies 9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3 1.1.2, 2.3, 2.4, 3.5, 3.7.4, 3.15.2, 4.2.6, 5.3, 5.4, 6.1, Submittal Schedule 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 3.10.2, 3.12.5, 4.2.7 13.4, 14, 15.4 Subrogation, Waivers of Royalties, Patents and Copyrights 6.1.1, 11.3.7 3.17 Substantial Completion Rules and Notices for Arbitration 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 15.4.1 12.2, 13.7 Safety of Persons and Property Substantial Completion, Definition of 10.2, 10.4 9.8.1 Safety Precautions and Programs Substitution of Subcontractors 3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.4 5.2.3, 5.2.4 Samples, Definition of Substitution of Architect 3.123 4.1.3 in MA Document A201 — 2007. Copyright ©1888, 1911, 1915, ®918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. M rights reserved. WARNING: This AJA Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 7 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. Substitutions of Materials Time Limits on Claims 3.4.2, 3.5, 7.3.8 3.7.4, 10.2.8, 13.7, 15.1.2 Sub- subcontractor, Definition of Title to Work 5.1.2 9.3.2, 9.3.3 Subsurface Conditions Transmission of Data in Digital Form 3.7.4 1.6 Successors and Assigns UNCOVERING AND CORRECTION OF WORK 13.2 12 Superintendent Uncovering of Work 3.9, 10.2.6 12.1 Supervision and Construction Procedures Unforeseen Conditions, Concealed or Unknown 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 3.7.4, 8.3.1, 10.3 7.1.3, 7.3.7, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.3 Unit Prices Surety 7.3.3.2, 7.3.4 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2, 15.2.7 Use of Documents Surety, Consent of 1.1.1, 1.5, 2.2.5, 3.12.6, 5.3 9.10.2, 9.10.3 Use of Site Surveys 3.13, 6.1.1, 6.2.1 2.2.3 Values, Schedule of Suspension by the Owner for Convenience 9.2, 9.3.1 14.3 Waiver of Claims by the Architect Suspension of the Work 13.4.2 5.4.2, 14.3 Waiver of Claims by the Contractor Suspension or Termination of the Contract 9.10.5, 13.4.2, 15.1.6 5.4.1.1, 14 Waiver of Claims by the Owner Taxes 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.4.2, 14.2.4, 15.1.6 3.6, 3.8.2.1, 7.3.7.4 Waiver of Consequential Damages Termination by the Contractor 14.2.4, 15.1.6 14.1, 15.1.6 Waiver of Liens Termination by the Owner for Cause 9.10.2, 9.10.4 5.4.1.1, 14.2, 15.1.6 Waivers of Subrogation Termination by the Owner for Convenience 6.1.1, 11.3.7 14.4 Warranty Termination of the Architect 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7 4.1.3 Weather Delays Termination of the Contractor 15.1.5.2 14.2.2 Work, Definition of TERMINATION OR SUSPENSION OF THE 1.1.3 CONTRACT Written Consent 14 1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5, Tests and Inspections 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2, 15.4.4.2 3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, Written Interpretations 9.10.1, 10.3.2, 11.4.1.1, 12.2.1, 13.5 4.2.11, 4.2.12 TIME Written Notice 8 2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 5.2.1, 8.2.2, 9.7, Time, Delays and Extensions of 9.10, 10.2.2, 10.3, 11.1.3, 12.2.2, 12.2.4, 13.3, 14, 3.2.4,3.7.4,5.2. 3,7.2.1,7.3.1,7.4, 15.4.1 10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 Written Orders Time Limits 1.1.1, 2.3, 3.9, 7, 8.2.2, 12.1, 12.2, 13.5.2, 14.3.1, 2.1.2,2.2,2.4,3.2 .2,3.10,3.11,3.12.5,3.15.1,4.2, 15.1.2 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, 12.2, 13.5, 13.7, 14, 15.1.2, 15.4 Init. AIA Document A201 Tu — 2007. Copyright m 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 8 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents-on-Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. ARTICLE 1 GENERAL PROVISIONS § 1.1 BASIC DEFINITIONS § 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of 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 the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor's bid or proposal, or portions of Addenda relating to bidding requirements. § 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect's consultants, (2) between the Owner and a Subcontractor or a Sub - subcontractor, (3) between the Owner and the Architect or the Architect's consultants or (4) between any persons or entities other than the Owner and the Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. § 1.1.3 THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. § 1.1.4 THE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and 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 INSTRUMENTS OF SERVICE Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.8 INITIAL DECISION MAKER The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2 and certify termination of the Agreement under Section 14.2.2. § 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. Init. AIA Document A201 — 2007. Copyright ©1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 9 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well -known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.3 CAPITALIZATION Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. § 1.4 INTERPRETATION 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 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE § 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other reserved rights, including copyrights. The Contractor, Subcontractors, Sub - subcontractors, and material or equipment suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or Architect's consultants' reserved rights. § 1.5.2 The Contractor, Subcontractors, Sub - subcontractors and material or equipment suppliers are authorized to use and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub - subcontractors, and material or equipment suppliers may not use the Instruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect's consultants. § 1.6 TRANSMISSION OF DATA IN DIGITAL FORM If the parties intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions, unless otherwise already provided in the Agreement or the Contract Documents. ARTICLE 2 OWNER § 2.1 GENERAL § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. § 2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein. § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 2.2.1 Prior to commencement of the Work, the Contractor may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. Thereafter, the Contractor may only request such evidence if (1) the Owner fails to make payments to the Contractor as the Contract Documents require; (2) a change in the Work materially changes the Contract Sum; or (3) the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. Ink. AIA Document A201 ° 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 10 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents-on-Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. • § 2.2.2 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. § 2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.2.4 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. § 2.2.5 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. § 2.3 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. § 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten -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, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR § 3.1 GENERAL § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract. 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 or entities other than the Contractor. § 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR § 3.2.1 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. Init. AIA Document A201 — 2007. Copyright m 1888, 1 9 1 1 , 1 9 1 5 , 1 9 1 8 , 1 9 2 5 , 1 9 3 7 , i 9 5 1 , 1 9 5 8 , 1 9 6 1 , 1 9 6 3 , 1 9 6 6 , 1 9 7 0 1 9 7 6 ,1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 11 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents-on-Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. 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. § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. § 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall make Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any loss or damage arising solely from those Owner- required means, methods, techniques, sequences or procedures. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.4 LABOR AND MATERIALS § 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 3.12.8 or 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. In it. AIA Document A201 TM - 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 12 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for onetime use only, and may not be reproduced prior to its completion. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 3.5 WARRANTY The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.6 TAXES The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that 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, NOTICES AND COMPLIANCE WITH LAWS § 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit as well as for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.7.4 CONCEALED OR UNKNOWN CONDITIONS If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect will promptly investigate such conditions and, if the Architect determines that they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner and Contractor in writing, stating the reasons. If either party disputes the Architect's determination or recommendation, that party may proceed as provided in Article 15. § 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. AIA Document A201 TM — 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 13 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on - Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 3.8 ALLOWANCES § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents: .1 Allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 Whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 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. § 3.9.2 The Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the name and qualifications of a proposed superintendent. The Architect may reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect has reasonable objection to the proposed superintendent or (2) that the Architect requires additional time to review. Failure of the Architect to reply within the 14 day period shall constitute notice of no reasonable objection. § 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. § 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES § 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. § 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Architect's approval. The Architect's approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's construction schedule, and (2) allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. § 3.11 DOCUMENTS AND SAMPLES AT THE SITE The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. Init. AIA Document A201"" — 2007. Copyright ©1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 14 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on - Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 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 that 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. Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. § 3.12.6 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written notice, the Architect's approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly Licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled AIA Document A201 — 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved WARNING: This ALA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 15 duction or distribution of this ALA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Contract Documents. § 3.13 USE OF SITE The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities 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. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor, such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. § 3.15 CLEANING UP § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials from and about the Project. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Contractor. § 3.16 ACCESS TO WORK The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. § 3.17 ROYALTIES, PATENTS AND COPYRIGHTS The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect. § 3.18 INDEMNIFICATION § 3.18.1 To the fullest extent permitted by law the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce Init. AIA Document A201' — 2007. Copyright ©1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 16 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents-on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. § 3.18.2 In claims against any person or entity indemnified under this Section 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 Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ARCHITECT § 4.1 GENERAL § 4.1.1 The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing architecture in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld. § 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a successor architect as to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. § 4.2 ADMINISTRATION OF THE CONTRACT § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the fmal Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. The Architect will not have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1. § 4.2.3 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall endeavor to communicate with each other through the Architect about matters arising out of or relating to the Contract. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. § 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Init. AIA Document A201 TM - 2007. Copyright ©1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 17 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 4.2.7 The Architect will review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a fmal Certificate for Payment pursuant to Section 9.10. § 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. § 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions rendered in good faith. § 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.14 The Architect will review and respond to requests for information about the Contract Documents. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS § 5.1 DEFINITIONS § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. Init. AIA Document A 2 0 1 " " — 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 18 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AtA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Antiteds for one -time use only, and may not be reproduced prior to its completion. § 5.1.2 A Sub - subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub- subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub - subcontractor or an authorized representative of the Sub- subcontractor. § 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK § 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect may reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect has reasonable objection to any such proposed person or entity or (2) that the Architect requires additional time for review. Failure of the Owner or Architect to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. 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. § 5.2.4 The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitution. § 5.3 SUBCONTRACTUAL RELATIONS By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub - subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub - subcontractors. § 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. Init. AIA Document A201 — 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 1 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 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. § 5.4.3 Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. If the Owner assigns the subcontract to a successor contractor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. § 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner- Contractor Agreement. § 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights that 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, promptly report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Contractor's delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a separate contractor's delays, improperly timed activities, damage to the Work or defective construction. § 6.2.4 The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 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 Section 3.14. (nit. AIA Document A201"' — 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 20 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Architect will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7.1 GENERAL § 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. § 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. § 7.2 CHANGE ORDERS § 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum; and .3 The extent of the adjustment, if any, in the Contract Time. § 7.3 CONSTRUCTION CHANGE DIRECTIVES § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 7.3.7. § 7.3.4 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. § 7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement 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. n it. AIA Document A201"" — 2007. Copyright ©1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 21 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced Our to its completion. § 7.3.7 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following: .1 Costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance; . 2 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; . 4 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and .5 Additional costs of supervision and field office personnel directly attributable to the change. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines, in the Architect's professional judgment, to be reasonably justified. The Architect's interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7.4 MINOR CHANGES IN THE WORK The Architect has authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be effected by written order signed by the Architect and shall be binding on the Owner and Contractor. ARTICLE 8 TIME § 8.1 DEFINITIONS § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. § 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 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 Init. AIA Document A201 TM — 2007. Copyright ©1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 22 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.3 DELAYS AND EXTENSIONS OF TIME § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner; or by changes ordered in the Work; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control; or by delay authorized by the Owner pending mediation and arbitration; or by other causes that the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. § 8.3.2 Claims relating to time shalt be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 CONTRACT SUM The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.2 SCHEDULE OF VALUES Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit to the Architect, before the first Application for Payment, a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 9.3 APPLICATIONS FOR PAYMENT § 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage if provided for in the Contract Documents. § 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Architect, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Init. AIA Document A201"" — 2007. Copyright ©1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 23 duction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. 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 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data comprising the Application for Payment, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on- site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.5 DECISIONS TO WITHHOLD CERTIFICATION § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a separate contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 repeated failure to carry out the Work in accordance with the Contract Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.3 If the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or material or equipment suppliers to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Architect will reflect such payment on the next Certificate for Payment. § 9.6 PROGRESS PAYMENTS § 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. Init. AIA Document A201 TM — 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 24 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 9.6.2 The Contractor shall pay each Subcontractor no later than seven days after receipt of payment from the Owner the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub - subcontractors in a similar manner. § 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor, except as may otherwise be required by law. § 9.6.5 Contractor payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. § 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, shall create any fiduciary liability or tort liability on the part of the Contractor for breach of trust or shall entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.7 FAILURE OF PAYMENT If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount certified by the Architect or awarded by binding dispute resolution, then the Contractor may, upon seven additional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut- down, delay and start-up, plus interest as provided for in the Contract Documents. § 9.8 SUBSTANTIAL COMPLETION § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. Init. AIA Document A201 — 2007. Copyright ©1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 25 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. § 9.9 PARTIAL OCCUPANCY OR USE § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Section 11.3.1.5 and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 FINAL COMPLETION AND FINAL PAYMENT § 9.10.1 Upon receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance and upon receipt of a fmal Application for Payment, the Architect will promptly make such inspection and, when the Architect fmds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on -site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the fmal Certificate is due and payable. The Architect's fmal Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. n it. AIA Document A201 TM - 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 26 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 9.10.3 If, after Substantial Completion of the Work, fmal completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall 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 fmal Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 SAFETY OF PERSONS AND PROPERTY § 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub - subcontractors; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. § 10.2.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. § 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub - subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 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 Section 3.18. (nit. AIA Document A201". — 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 27 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY If either party 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. § 10.3 HAZARDOUS MATERIALS § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Architect in writing. § 10.3.2 Upon receipt of the Contractor's written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut -down, delay and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect's consultants and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), except to the extent that such damage, loss or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3.6 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency 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. Init. AIA Document A201 — 2007. Copyright ©1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 28 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents-on-Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 10.4 EMERGENCIES 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 Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 CONTRACTOR'S LIABILITY INSURANCE § 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor's operations and completed 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 that are applicable to the Work to be performed; .2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; .3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; .4 Claims for damages insured by usual personal injury liability coverage; .5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; .6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; .7 Claims for bodily injury or property damage arising out of completed operations; and .8 Claims involving contractual liability insurance applicable to the Contractor's obligations under Section 3.18. § 11.1.2 The insurance required by Section 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 the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor's completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. § 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance. These certificates and the insurance policies required by this Section 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. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.2. 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. § 11.1.4 The Contractor shall cause the commercial liability coverage required by the Contract Documents to include (1) the Owner, the Architect and the Architect's consultants as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's completed operations. § 11.2 OWNER'S LIABILITY INSURANCE The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. § 11.3 PROPERTY INSURANCE § 11.3.1 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 MA Document A201 TM — 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 29 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents-on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. risk "all -risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract Modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.3 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub - subcontractors in the Project. § 11.3.1.1 Property insurance shall be on an "all -risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect's and Contractor's services and expenses required as a result of such insured loss. § 11.3.1.2 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 that 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. § 11.3.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles. § 11.3.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. § 11.3.1.5 Partial occupancy or use in accordance with Section 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. § 11.3.2 BOILER AND MACHINERY INSURANCE The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub - subcontractors in the Work, and the Owner and Contractor shall be named insureds. § 11.3.3 LOSS OF USE INSURANCE The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. § 11.3.4 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. § 11.3.5 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 teens of Section 11.3.7 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. Init. AIA Document A201 TM — 2007. Copyright ©1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 3 0 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents-on-Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 11.3.6 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 Section 11.3. 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. § 11.3.7 WAIVERS OF SUBROGATION The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub - subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's consultants, separate contractors described in Article 6, if any, and any of their subcontractors, sub- subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.3 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors described in Article 6, if any, and the subcontractors, sub - subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. § 11.3.8 A loss insured under the Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.3.10. 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. § 11.3.9 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 as determined in accordance with the method of binding dispute resolution selected in the Agreement between the Owner and Contractor. If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7. § 11.3.10 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 in the manner selected by the Owner and Contractor as the method of binding dispute resolution in the Agreement. If the Owner and Contractor have selected arbitration as the method of binding dispute resolution, the Owner as fiduciary shall make settlement with insurers or, in the case of a dispute over distribution of insurance proceeds, in accordance with the directions of the arbitrators. § 11.4 PERFORMANCE BOND AND PAYMENT BOND § 11.4.1 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. § 11.4.2 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 authorize a copy to be furnished. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 UNCOVERING OF WORK § 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect, be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. Init. AIA Document A201 -- 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 31 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 12.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of 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 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. § 12.2.2 AFTER SUBSTANTIAL COMPLETION § 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one -year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.4. § 12.2.2.2 The one -year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 12.2.2.3 The one -year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. § 12.2.3 The Contractor shall remove from the site portions of the Work that 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 that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one -year period for correction of Work as described in Section 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 If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. Init. NA Document A201 — 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 32 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 GOVERNING LAW The Contract shall be governed by the law of the place where the Project is located except that, if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 15.4. § 13.2 SUCCESSORS AND ASSIGNS § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender providing construction fmancing for the Project, if the lender assumes 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 Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. § 13.4 RIGHTS AND REMEDIES § 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. § 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach there under, except as may be specifically agreed in writing. § 13.5 TESTS AND INSPECTIONS § 13.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Contractor. § 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.5.3, shall be at the Owner's expense. § 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses shall be at the Contractor's expense. § 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. nit. AIA Document A201'" — 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 33 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architests for one -time use only, and may not be reproduced prior to its completion. § 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. § 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.6 INTEREST Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. § 13.7 TIME LIMITS ON CLAIMS The Owner and Contractor shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other arising out of or related to the Contract in accordance with the requirements of the fmal dispute resolution method selected in the Agreement within the time period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Contractor waive all claims and causes of action not commenced in accordance with this Section 13.7. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 TERMINATION BY THE CONTRACTOR § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontractor, Sub - subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government, such as a declaration of national emergency that requires all Work to be stopped; .3 Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 The Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Section 2.2.1. § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor, Sub - subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365 -day period, whichever is less. § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days' written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit, costs incurred by reason of such termination, and damages. § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. § 14.2 TERMINATION BY THE OWNER FOR CAUSE § 14.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. Init. AIA Document A201' — 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 34 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Initial Decision Maker that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. § 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. § 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 CLAIMS § 15.1.1 DEFINITION A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, 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. The responsibility to substantiate Claims shall rest with the party making the Claim. § 15.1.2 NOTICE OF CLAIMS Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Initial Decision Maker with a copy sent to the Architect, if the Architect is not serving as the Initial Decision Maker. Init. AIA Document A201 T" — 2007. Copyright ©1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 35 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. 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. § 15.1.3 CONTINUING CONTRACT PERFORMANCE Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 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. The Architect will prepare Change Orders and issue Certificates for Payment in accordance with the decisions of the Initial Decision Maker. § 15.1.4 CLAIMS FOR ADDITIONAL COST If the Contractor wishes to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 15.1.5 CLAIMS FOR ADDITIONAL TIME § 15.1.5.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. § 15.1.5.2 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. § 15.1.6 CLAIMS FOR CONSEQUENTIAL DAMAGES The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Section 15.1.6 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. § 15.2 INITIAL DECISION § 15.2.1 Claims, excluding those arising under Sections 10.3, 10.4, 11.3.9, and 11.3.10, shall be referred to the Initial Decision Maker for initial decision. The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. § 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the Initial Decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. § 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. Init. AIA Document A201 TM — 2007. Copyright ©1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 36 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on - Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be furnished or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part. § 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect, if the Architect is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. § 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 15.2.6.1. § 15.2.6.1 Either party may, within 30 days from the date of an initial decision, demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. § 15.2.7 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. § 15.2.8 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. § 15.3 MEDIATION § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.6 shall be subject to mediation as a condition precedent to binding dispute resolution. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section 15.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 15.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 15.4 ARBITRATION § 15.4.1 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the arbitration. 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. AIA Document A201'" — 2007. Copyright © 1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 37 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. § 15.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. § 15.4.2 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. § 15.4.3 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 15.4.4 CONSOLIDATION OR JOINDER § 15.4.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 15.4.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this Section 15.4, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Contractor under this Agreement. AIA Document A201 — 2007. Copyright ©1888, 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repro- 38 duction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents-on-Demand order no. 2009338501 , and is not for resale. This document is licensed by the American Institute of Architects for one -time use only, and may not be reproduced prior to its completion. Exhibit B REIMBURSEMENT REQUEST COVER SHEET Mail or deliver completed reimbursement requests to the following address: Monroe County Project Management 1100 Simonton Street, Suite 2 -216 Key West, FL 33040 The information below must refer back to work within the Contract/Exhibit A. Name of Grantee: FKSPCA Name of Project: Key West Animal Shelter $ 750,000 FY 16/17; $750,000 FY 17/18 Project Expiration Date: 9/30/18 Note: County signoff and submission for reimbursement only allowed after completion of each segment as documented in this exhibit. Grantee must apply for reimbursement utilizing the `Application for Payment' form included within the Payment/Reimbursement Kit attached hereto as Exhibit B. Schedule of Value County Portion Segment (Grantee to insert completed work for which reimbursement is sought; For Example Completion of Roof; more particular description should be completed below): Description: Total Cost: $ County portion: $ Segment (insert completed work): Description: Total Cost: $ County portion: $ 14 Check # or Check Payee Reason Amount Name of or Paid Credit Credit Card Used Card Date A) Total of Above Submissions: B) Total of Prior Payments: C) Total Requested and Paid (A +B): D) Total Contract Amount: E) Balance of Contract (D- C): Extra expenditure listing sheets are available for your use at the back of this packet — please insert behind page 1 if needed. 15 ATTACHMENTS AND CHECK LIST (Complete and Submit with Reimbursement Request) ❑ I am the President of the Organization /Grantee or the Project Manager listed within the signed Agreement. ❑ I have reviewed Exhibit A of the Agreement and there are no changes (Contact Project Management immediately if there are differences) between Exhibit A and the work you have completed. ❑ I am submitting payment request for completed work (insert Segment of work as outlined in Exhibit A. ❑ I understand that I will only be reimbursed for costs directly related to items listed in Exhibit A. ❑ I have paid 100% of the segment or project cost up front to the entity completing work and have enclosed invoices and proof of payment to that entity in the form of a copy of the check with bank statement showing check has cleared; or credit card statement showing payment made — credit card used must be in the name of the Grantee who the agreement is entered into. ❑ 1 have attached copies of all contracts not included in Exhibit A. ❑ I have enclosed before and after pictures of the completed project. ❑ I have completed the Reimbursement Request Cover Sheet and have securely attached all of the above mentioned documents. ❑ I have contacted the Monroe County Project Management Department at the number listed in my Agreement and they have inspected my project and signed off approval. I have attached the signed approval as part of my reimbursement packet. ❑ I have attached a notarized verification statement to this request for reimbursement. 16 REVIEW AND APPROVAL BY MONROE COUNTY PROJECT MANAGEMENT DEPARTMENT (Must be completed before submitting for reimbursement) I certify that as a representative of the Monroe County Project Management Department, I have reviewed and inspected the segment(s) of the project outlined under this request for reimbursement and it is my determination that the scope of services outlined in Exhibit A have been met. Authorized Signature Representing Monroe County Project Management Department Printed Name Date of Inspection 17 VERIFICATION (To be completed by the President of the Grantee or Project Manager; notarized and returned with submission for reimbursement) I swear and certify that the information contained within this submission for reimbursement is true and correct, and that I am the duly authorized representative of this capital project submission. President or Project Managers Name (Printed) Signature of President or Project Manager Sworn to and subscribed before me this day of , 20 by who is personal known to me or produced a form of Identification Notary Public My Commission Expires: Notary Stamp: 18 VERIFICATION (To be completed by the Project Manager and/ Architect/Engineer of Record; notarized and returned with submission for reimbursement) swear and certify that the work has been completed in conformance with the design /plans and construction contract (Exhibit A), and that I am the duly authorized Project Manager /Architect /Engineer of Record for this Project. Project Manager's or Architect /Engineer of Record's Name (Printed) Signature of Project Manager's or Architect /Engineer of Record's Sworn to and subscribed before me this day of , 20 by who is personal known to me or produced a form of Identification Notary Public My Commission Expires: Notary Stamp: 19 Additional reimbursement request page Check # or Check Payee Reason Amount Name of or Paid Credit Card Credit Used Card Date 20