HomeMy WebLinkAboutItem 11 CM/GC Award of Construction Contract for Thurston Fire Station #16 and Fire Station #3 Remodel - P20534 and P20547
AGENDA ITEM SUMMARY
Meeting Date: February 4, 2008
Meeting Type: Regular Session
Department: City Manager's
Staff Contact: Carole Knap
Staff Phone No: 726-3672
Estimated Time: Consent Calendar
SPRINGFIELD
CITY COUNCIL
ITEM TITLE: CM/GC A WARD OF CONSTRUCTION CONTRACT
FOR THURSTON FIRE STATION #16 AND FIRE
STATION #3 REMODEL - P20534 and P20547
ACTION REQUESTED: Approve/Not Approve the Contract with John Hyland
Const. Inc. for Construction of Thurston Fire Station # 16
and Remodel of Fire Station #3
ISSUE STATEMENT: On October 1, 2007, the Council authorized the
construction of the Thurston Fire Station # 16 using a
construction manager/general contractor (CM/GC) process.
On December 3, 2007, the Council authorized the use of
the CM/GC process for the remodel of Fire Station #3 and
also authorized the negotiation of both contracts with the
John Hyland Constr. Inc.
ATTACHMENTS: A - Proposed Contract with John Hyland Const. Inc.
DISCUSSION/
FINANCIAL IMPACT: On December 3,2007, the COuilcil authorized the
negotiation of a CM/GC contract with John Hyland Constr. Inc. for the construction of
Thurston Fire Station #16 and the remodel of Fire Station #3. Staffhas worked with John
Hyland Constr. Inc. to develop a contract which follows the model of the construction
contract currently underway for the Justice Center Project. The contractor's fee for the
work is 4.95%.
The construction work under this agreement will be done in three components;
. Construction of Fire Station #16
· Construction of improvements required for the temporary housing of the Fire Station
#16 staff
· Remodel of Fire Station #3
For each component, the contractor will provide a Guaranteed Maximum Price (GMP)
for the work. The GMP will also include a proposed construction schedule. Once the
GMP and the schedule have been approved by staff, the work on that component will
proceed.
NEXT STEPS: As each of the three components of the project is complete,
John Hyland Constr. Inc. will provide a Guaranteed Maximum Price for the work. Staff '
will return to Council with the proposed GMP and request authorization to proceed to
construction.
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~.AIA DocumentA11f" -1997
Standard Form of Agreement Between Owner and Contractor
where the basis for payment is the COST OF THE WORK PLUS A FEE with a negotiated
Guaranteed Maximum Price
AGREEMENT made as of the fourth day of February in the year Two- Thousand-eight
(In words, indicate day, month and year)
BETWEEN the Owner:
(Name, address and other information)
City of Springfield
(A Municipal Corporation)
225 Fifth Street
Springfield, Oregon 97477
and the Contractor:
(Name, address and other information)
John Hyland Const., Inc., a General Corporation
1941-ALaura Street
Springfield, Oregon 97477
Telephone Number: 541-726-8081
Fax Number: 541-741-0896
The Project is:
(Name and location)
Springfield Fire Station #16 Replacement (P20534)
Springfield Fire Station Temporary Facilities ;
Springfield Fire Station #3 Remodel (P20537)
Springfield, Oregon
The Architect is:
(Name, address and other information)
Paul L. Bentley, Architect AlA PC
615 Jackson Street
Roseburg, OR 97470
Telephone 541-672-0273
FAX 541-673-7560
The Owner and Contractor agree as follows.
ADDITIONS AND DELETIONS:
The author of this document has
added information needed for its
completion. The author may also
have revised the text of the original
AlA standard form. An Additions and
Deletions Report that notes added
information as well as revisions to
the standard form text is available
from the author and should be
reviewed. A vertical line in the left
margin of this document indicates
where the author has added
necessary information and where
the author has added to or deleted
from the original AlA text.
This document has important legal
consequences. Consultation with an
attomey is encouraged with respect
to its completion or modification.
This document is not intended for
use in competitive bidding.
AlA Document A201-1997, General
Conditions of th,e Contract for
Construction, is adopted in this
document by reference, bo not use
with other general conditions unless
this document is modified,
This document has been approved
and endorsed by the Associated
General Contractors of America.
Inil
1
AlA Document A111T11-1997. Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987 and 1997 by The American Institute of Architects.
All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AlAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
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User Notes:
Attachment A
(3835073205)
,
. .
ARTICLE 1 THE CONTRACT DOCUMENTS
The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other
Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed
in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and are as
fully a part o~ the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and
integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements,
either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 15. If
anything in the other Contract Documents is inconsistent with this Agreement, this Agreement shall govern.
ARTICLE 2 THE WORK OF THIS CONTRACT
The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically
indicated in the Contract Documents to be the responsibility of others.
ARTICLE 3 RELATIONSHIP OF THE PARTIES
The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with
the Owner to cooperate with the Architect and exercise the Contractor's skill and judgment in furthering the interests
of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply
of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the
Owner's interests. The Owner agrees to furnish and approve, in a timely manner, information required by the
Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents.
ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
~ 4.1 The date of commencement of the Pre-construction Work shall be the date of thi s Agreement unless a different
date is stated below or provision is made for the dat~ 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.)
(Paragraphs deleted}The commencement date for each construction component of Work will be fixed in a notice to
proceed. The components of the Work are as follows:
A) The construction of a new facility - Thurston Fire Station #16
B) The construction of facilities necessary for the temporary relocation of the Thurston Fire Station operations
C) The construction of a building addition and remodel of Fire Station #3
For each component of the Work, the Contractor will provide a Guaranteed Maximum Price Proposal which will
include a proposed construction schedule. Once the Owner has approved the Guaranteed Maximum Price and the
schedule, the Owner will issue a Notice to Proceed with the Work. For each component of work, the terms of this
Agreement including the General Conditions of the Contract for Construction (A - 201) shall be in effect,
'1 ~ 4.2 The Contract Time for each component shall be measured from the date of commencement.
I ~ 4.3 The Contractor shall achieve Substantial Completion per the schedule set forth in the Notice to Proceed.
(Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of
commencement. Unless stated elsewhere in the Contract Documents, insert any requirements for earlier Substantial
Completion of certain portions of the Work.)
(Table deleted)
subject to adjustments of this Contract Time as provided in the Contract Documents,
(Insert provisions, if any, for liquidated damages relating to failure to complete on time, or for bonus payments for
early completi,on of the Work.)
AlA Document A111'l1l-1997. Copyright @1920, 1925, 1951, 1958,1961,1963,1967,1974,1978,1987 and 1997 by The American Institute of Architects.
All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AlAe 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 produced by AlA software at 13:31 :11 on 01/30/2008 under Order No.1000299269_1 which expires on
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In it.
ARTICLE 5 BASIS FOR PAYMENT
~ 5.1 CONTRACT SUM
~ 5.1.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of
the Contract. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Contractor's Fee.
~ 5.1.2 The Contractor's Fee is: 4.95% for each component of Work.
(State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor's Fee, and
describe the method of adjustment of the Contractor's Fee for changes in the Work.)
~ 5.2 GUARANTEED MAXIMUM PRICE
~ 5.2.1 The sum of the Cost of the Work for each component of Work and the Contractor's Fee is guaranteed by the
Contractor not to exceed the Guaranteed Maximum Price agreed to by the Owner, subject to additions and
deductions by Change Order as provided in the Contract Documents. Such maximum sum is referred to in the
Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price
to be exceeded shall be paid by the Contractor without reimbursement by the Owner. To the extent the total cost is
less than the GMP, savings shall be split 80% to Owner and 20% to Contractor. Savings shall be reconciled and
credited to the job at the time of final payment. Any disputes arising from the reconciliation process shall be referred
to mediation.
(Insert specific provisions if the Contractor is to participate in any savings.)
~ 5.2.2 The Guaranteed Maximum Price is based on the following alternates, if any, which are described in the
Contract Documents and are hereby accepted by the Owner:
(State the numbers or other identification of accepted alternates. If decisions on other alternates are to be made by
the Owner subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the
amquntfor each and the date when the amount expires.)
None
~ 5.2.3 Unit prices, if any, are as follows:
Description
None
Units
Price ($ 0.00)
~ 5.2.4 Allowances, if any, are as follows
(Identify and state the amounts of any allowances, and state whethe~ they include labor, materials, or both.)
Allowance
Amount ($ 0.00)
Included items
None
~ 5.2.5 Assumptions, if any, on which the Guaranteed Maximum Price is based are as follows:
None
Init.
~ 5.2.6 To the extent that the Drawings and Specifications are anticipated to require further development by the
Architect, the Contractor has provided in the Guaranteed Maximum Price for such further development consistent
AlA Document A111T1l-1997. Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987 and 1997 by The American Institute of Architects.
All rights reserved. WARNING: This AIA<JJ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA<JJ 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 produced by AlA software at 13:31 :11 on 01/30/2008 under Order NO.1 000299269 1 which expires on
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3
with the Contract Documents and reasonably inferable therefrom. Such further development does not include such
things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required,
shall be incorporated by Change Order.
ARTICLE 6 CHANGES IN THE WORK
~ 6.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work may be determined by any
of the methods listed in Section 7.3 ,3 of AlA Document A20 1-1997.
~ 6.2 In calculating adjustments to subcontracts (except those awarded with the Owner's prior consent on the basis of
cost plus a fee), the terms "cost" and "fee" as used in Section 7.3.3.3 of AIA Document A20l-l997 and the terms
"costs" and "a reasonable allowance for overhead and profit" as used in Section 7.3.6 of AIA Document A201-1997
shall have the meanings assigned to them in AlA Document A20l-1997 and shall not be modified by Articles 5, 7
and 8 of this Agreement. Adjustments to subcontracts awarded with the Owner's prior consent on the basis of cost
plus a fee shall be calculated in accordance with the terms of those subcontracts.
~ 6.3 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in the
above-referenced provisions of AlA Document A201-l997 shall mean the Cost of the Work as defined in Article 7
of this Agreement and the terms "fee" and "a reasonable allowance for overhead and profit" shall mean the
Contractor's Fee as defined in Section 5.1.2 of this Agreement.
~ 6.4 If no specific provision is made in Section 5.1 for adjustment of the Contr~ctor's Fee in the case of changes in
the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of
Section 5.1 will cause substantial inequity to the Owner or Contractor, the Contractor's Fee shall be equitably
adjusted on the basis of the Fee established for the original Work, and the Guaranteed Maximum Price shall be
adjusted accordingly.
ARTICLE 7 COSTS TO BE REIMBURSED
~ 7.1 COST OF THE WORK
The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance of the
Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior
consent of.the Owner. The Cost of the Work shall include only the items set forth in this Article 7.
~ 7.2 LABOR COSTS
~ 7.2.1 Wages of construction workers directly employed by the Contractor to perform the construction of the Work
at the site or, with the Owner's approval, at off-site workshops.
~ 7.2.2 Wages or salaries ofthe Contractor's supervisory and administrative personnel when stationed at the site with
the Owner's approval.
(If it,is intended that the wages or salaries of certain personnel stationed at the Contractor's principal or other
offices shall be included in the Cost of the Work, identify in 'Article 14 the personnel to be included and whether for
all or only part of their time, and the rates at which their time will be charged to the Work.)
~ 7.2.3 Wages and salaries of the Contractor's supervisory or administrative personnel engaged, at factories,
workshops or on the road, in expediting the production or transportation of materials or equipment required for the
Work, but only for that portion of their time required for the Work.
~ 7.2.4 Costs paid or incurred by the Contractor for taxes, insurance, contributions, assessments and benefits required
by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits
such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on
wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3.
~ 7.3 SUBCONTRACT COSTS
~ 7.3.1 Payments made by the Contractor to Subcontractors in accordance with the requirements of the subcontracts.
~ 7.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION
~ 7.4.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in
the completed construction. '
AlA Document A111™ -1997. Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987 and 1997 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
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 produced by AlA software at 13:31 :11 on 01/3012008 under Order No. 1 000299269_1 which expires on
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Init.
~ 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess ofthose actually installed to allow for
reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the
completion of the Work or, at the Owner's option, shall be sold by the Contractor. Any amounts realized from such
sales shall be credited to the Owner as, a deduction from the Cost of the Work.
~ 7.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS
~ 7.5.1 Costs, including transportation and storage, installation, maintenance, dismantling and removal of materials,
supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by construction
workers, that are provided by the Contractor at the site and fully consumed in the performance of the Work; and cost
(less salvage value) of such items if not fully consumed, whether sold to others or retained by the Contractor. Cost
for items previously used by the Contractor shall mean fair market value.
~ 7.5.2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by
construction workers that are provided by the Contractor at the site, whether rented from the Contractor or others,
and costs of transportation, installation, minor repairs and replacements, dismantling and removal thereof. Rates and
quantities of equipment rented shall be subject to the Owner's prior approval.
~ 7.5.3 Costs of removal of debris from the site.
~ 7.5.4 Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and
parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office.
~ 7.5.5 That portion of the reasonable expenses of the Contractor's personnel incurred while traveling in discharge of
duties connected with the Work. '
~ 7.5.6 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, if approved in
advance by the Owner. '
~ 7.6 MISCELLANEOUS COSTS
~ 7.6.1 That portion of insurance and bond premiums that can be directly attributed to this Contract:
~ 7.6.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work.
~ 7.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the
Contractor is required by the Contract Documents to pay.
~ 7.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or
nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AlA Document A20l-l997 or other
provisions of the Contract Documents, and which do not fall within the scope of Section 7.7.3.
~ 7.6.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract
Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of
the Contract Documents; and payments made in accordance with legal judgments against the Contractor resulting
from such suits or claims and payments of settlements made with the Owner's consent. However, such costs of legal
defenses, judgments and settlements shall rIOt be included in the calculation of the Contractor's Fee or subject to the
Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the last sentence of Section 3.17.1 of
AlA Document A20l-l997 or other provisions of the Contract Documents, then they shall not be included in the
Cost of the Work.
~ 7.6.6 Data processing costs related to the Work.
~ 7.6.7 Deposits lost for causes other than the Contractor's negligence or failure to fulfill a specific responsibility to
the Owner as set forth in the Contract Documents.
Init.
AlA Document All1T111-1997. Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987 and 1997 by The American Institute of Architects.
All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AlAe 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 produced by AlA software at 13:31 :11 on 01/30/2008 under Order No.1 000299269 1 which expires on
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~ 7.6.8 Legal, mediation and arbitration costs, including attorneys' fees, other than those arising from disputes
between the Owner and Contractor, reasonably incurred by the Contractor in the performance of the Work and with the
Owner's prior written approval, which approval shall not be unreasonably withheld.
~ 7.7 OTHER COSTS AND EMERGENCIES
(Paragraphs deleted)
~ 7.7.1 Other costs incurred in the performance of the Work if and to the extent approved in advance in writing by
the Owner.
~ 7.7.2 Costs due to emergencies incurred in taking action to prevent threatened damage, injury or loss in case of an
emergency affecting the safety of persons and property, as provided in Section 10.6 of AIA Document A20l-l997.
~ 7.7.3 Costs ofrepairing or correcting damaged or nonconforming Work executed by the Contractor, Subcontractors
or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a
specific responsibility of the Contractor and only to the extent that the cost of repair or correction is not recoverable
by the Contractor from insurance, sureties, Subcontractors or suppliers.
ARTICLE 8 COSTS NOT TO BE REIMBURSED
~ 8.1 The Cost of the Work shall not include:
~ 8.1.1 Salaries and other compensation of the Contractor's personnel stationed at the Contractor's principal office or
offices other than the site office, except as specifically provided in Sections 7,2.2 and 7.2.3 or as may be provided in
Article 14. See Article 14.6.
~ 8.1.2 Expenses of the Contractor's principal office and offices other than the site office. See Article 14.6.
~ 8.1.3 Overhead and general expenses, except as may be expressly included in Article 7.
~ 8.1.4 The Contractor's capital expenses, including interest on the Contractor's capital employed for the Work.
~ 8.1.5 Rental costs of machinery and equipment, except as specifically provided in Section 7.5.2.
~ 8.1.6 Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence or failure to fulfill a
specific responsibility of the Contractor, Subcontractors and suppliers or anyone directly or indirectly employed by
, any of them or for whose acts any of them may be liable.
~ 8.1.7 Any cost not specifically and expressly described in Article 7.
~ 8.1.8 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed
Maximum Price to be exceeded. .
ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS
~ 9.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if (1) before making
the payment, the Contractor included them in an Application for Payment and received payment therefor from the
Owner, or (2) the Owner has deposited funds with the Contractor with which to make payments; otherwise, cash
discounts shall accrue to the Contractor. Trade discounts, rebates, refunds and amounts received from sales of
surplus materials and equipment shall accrue to the Owner, and the Contractor shall make provisions so that they
can be secured.
~ 9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 9.1 shall be credited to the
Owner as a deduction from the Cost of the Work.
ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS
~ 10.1 Those portions of the Work that the Contractor does not customarily perform with the Contractor's own
personnel shall be performed under subcontracts or by other appropriate agreements with the Contractor. The Owner
may designate specific persons or entities from whom the Contractor shall obtain bids. T~e Contractor shall obtain
bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall
Init.
AlA Document A111™-1997. Copyright @1920,1925,1951,1958,1961,1963,1967,1974,1978, 1987 and 1997 by The American Institute of Architects.
All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AlAe 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 produced by AlA software at 13:31 :11 on 01/30/2008 under Order No,1000299269_1 which expires on
513/2008, and is not for resale.
, User Notes:
6
"
(3835073205)
deliver such bids to the Owner. The Owner shall then determine, with the advice of the Contractor and the Architect,
which bids will be accepted. The Contractor shall not be required to contract with anyone to whom the Contractor
has reasonable objection.
~ 10.2 If a specific bidder among those whose bids are delivered. by the Contractor to the Owner (1) is recommended
to the Owner by the Contractor; (2) is qualified to perform that portion of the Wark; and (3) has submitted a bid that
conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires
that another bid be accepted, then the Contractor may require that a Change Order be issued to adjust the Guaranteed
Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the
Contractor and the amount of the subcontract or other agreement actually signed with the person or entity designated
by the Owner.
~ 10.3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and
shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner.
ARTICLE 11 ACCOUNTING RECORDS
The Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper
financial management under this Contract, and the accounting and control systems shall be satisfactory to the
Owner. The Owner and the Owner's accountants shall be afforded access to, and shall be permitted to audit and
copy, the Contractor's records, books, correspohdence, instructions, drawings, receipts, subcontracts, purchase
orders, vouchers, memoranda and other data relating to this Contract, and the Contractor shall preserve these for a
period of three years after final payment, or for such longer period as may be required by law.
ARTICLE 12 PAYMENTS
~ 12.1 PROGRESS PAYMENTS
~ 12.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for
Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the
Contractor as provided below and elsewhere in the Contract Documents.
~ 12.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of
the month, or as follows:
~ 12.1.3 Provided that an Application for Payment is received by the Architect notlater than the First day of a
month, the Owner shall make payment to the Contractor not later than the last day of the same 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.
~ 12.1.4 With each Application for Payment, the Contractor shall submit an itemized summary and copies of all
payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence
required by the Owner or Architect to demonstrate that cash disbursements already made by the Contractor on
account of the Cost of the Work equal or exceed (1) progress payments already received by the Contractor; less (2)
that portion of those payments attributable to the Contractor's Fee; plus (3) payrolls for the period covered by the
present Application for Payment.
~ 12.1.5 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 Guaranteed
Maximum Price among the various portions of the Work, except that the Contractor's Fee shall be shown as a single
separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its
accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for
reviewing the Contractor's Applications for Payment.
~ 12.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end
of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the
percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by
dividing (a) the expense that has actually been incurred by the Contractor on account of that portion of the Work for
AlA Document A111T1l-1997. Copyright @ 1920, 1925, 1951, 1958, 1961,1963, 1967, 1974, 1978, 1987 and 1997 by The American Institute of Architects.
All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AlAe 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 produced by AlA software at 13:31 :11 on 01/30/2008 under Order No, 1 000299269 1 which expires on
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User Notes: (3835073205)
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Init.
which the Contractor has made or intends to make actual payment prior to the next Application for Payment by (b)
the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.
~ 12.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be
computed as follows:
.1 take that portion of the Guaranteed Maximum Price properly allocable to completed Work as
determined by multiplying the percentage of completion of each portion of the Work by the share of
the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.
Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute
shall be included as provided in Section 7.3.8 of AlA Document A20l-l997;
.2 add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment
delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in
advance-by the Owner, suitably stored off the site at a location agreed upon in writing;
.3 add the Contractor's Fee, less retainage of Five percent ( 5.00% ).The Contractor's Fee shall be
computed upon the Cost of the Work described in the two preceding Clauses at the rate stated in
Section 5.1.2 or, if the Contractor's Fee is stated as a fixed sum in that Subparagraph, shall be an
amount that bears the same ratio to that fixed-sum fee as the Cost of the Work in the two preceding
Clauses bears to a reasonable estimate of the probable Cost of the Work upon its completion;
.4 subtract the aggregate of previous payments made by the Owner;
.5 subtract the shortfall, if any, indicated by the Contractor in the documentation required by Section
12.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently
discovered by the Owner's accountants in such documentation; and
.6 subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment
as provided in Section 9.5 of AIA Document A201-1997.
~ 12.1.8 Except with the Owner's prior approval, payments to Subcontractors shall be subject to retainage of not less
than Five percent ( 5.00% ). The Owner and the Contractor shall agree upon a mutually acceptable procedure for
review and approval of payments. '
~ 12.1.9 In taking action on the Contractor's Applications for Payment, the Architect shall be entitled to rely on the
accuracy and completeness of the information furnished by the Contractor and shall not be deemed to represent that
the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in
accordance with Section 12.1.4 or other supporting data; that the Architect has made exhaustive or continuous on-
site inspections or that the Architect has made examinations to ascertain how or for what purposes the Contractor
has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if
required by the Owner, will be performed by the Owner's accountants acting in the sole interest of the Owner.
~ 12.2 FINAL PAYMENT
~ 12.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, 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 AlA Document A201-1997, and to satisfy other requirements,
if any, which extend beyond final payment; and
.2 a final Certificate for Payment has been issued by the Architect.
~ 12.2.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the
Architect's final Certificate for Payment.
AlA Document A111TM -1997. Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987 and 1997 by The American Institute of Architects.
All rights reserved. WARNING: This AlAS Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
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~ 12.2.3 The Owner's accountants will review and report iil writing on the Contractor's final accounting within 30
days after delivery of the final accounting to the Architect by the Contractor. Based upon such Cost of the Work as
the Owner's accountants report to be substantiated by the Contractor's final accounting, and provided the other
conditions' of Section 12.2.1 have been met, the Architect will, within seven days after receipt of the written report
of the Owner's accountants, either issue to the Owner a final Certificate for Payment with a copy to the Contractor,
or notify the Contractor and Owner in writing of the Architect's reasons for withholding a certificate as provided in
Section 9.5.1 of the AlA Document A201-1997. The time periods stated in this Section 12,2,3 supersede those stated
in Section 9.4.1 of the AlA Document A201-l997.
~ 12.2.4 If the Owner's accountants report the Cost of the Work as substantiated by the Contractor's final accounting
to be less than claimed by the Contractor, the Contractor shall be entitled to demand arbitration of the disputed
amount without a further decision of the Architect. Such demand for arbitration shall be made by the Contractor
within 30 days after the Contractor's receipt of a copy of the Architect's final Certificate for Payment; failure to
demand arbitration within this 30-day period shall result in the substantiated amount reported by the Owner's
accountants becoming binding on the Contractor. Pending a final resolution by arbitration, the Owner shall pay the
Contractor the amount certified in the Architect's final Certificate for Payment.
~ 12.2.5 If, subsequent to final payment and at the Owner's request, the Contractor incurs costs described in Article 7
and not excluded by Article 8 to correct defective or nonconforming Work, the Owner shall reimburse the
Contractor such costs and the Contractor's Fee applicable thereto on the same basis as if such costs had been
incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If the Contractor has
participated in savings as provided in Section 5.2, the amount of such savings shall be recalculated and appropriate
credit given to the Owner in determining the net amount to be paid by the Owner to the Contractor.
ARTICLE 13 TERMINATION OR SUSPENSION
~ 13.1 The Contract may be terminated by the Contractor, or by the Owner for convenience, as provided in Article
14 of AIA Document A201-1997. However, the amount to be paid to the Contractor under Section 14.1.3 of AlA
Document A20l-1997 shall not exceed the amount the Contractor would be entitled to receive under Section 13.2
below, the Contractor's Fee shall be calculated based on the Cost of the Work actually completed.
~ 13.2 The Contract may be terminated by the Owner for cause as provided in Article 14 of AlA Document A201-
1997. The amount, if any, to be paid to the Contractor under Section 14.2.4 of AIA Document A201-1997 shall not
cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows: '
~ 13.2.1 Take the Cost of the Work incurred by the Contractor to the date of termination;
~ 13.2.2 Add the Contractor's Fee computed upon the Cost of the Work to the date of termination at the rate stated in
Section 5.1.2 or, if the Contractor's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio
to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estirriate of the
probable Cost of the Work upon its completion; and
~ 13.2.3 Subtract the aggregate of previous payments made by the Owner.
~ 13.3 The Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the
Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included
in the Cost of the Work under Section 13.2.1. To the extent that the Owner elects to take legal assignment of
subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the
payments referred to in this Article 13, execute and deliver all such papers and take all such steps, including the '
legal assignment of such subcontracts and other contractual rights of the Contractor, as the Owner may require for
the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or
purchase orders.
~ 13.4 The Work may be suspended by the Owner as provided in Article 14 of AlA Document A20 1-1997; in such
case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of AIA
Document A201-1997 except that the term "profit" shall be understood to mean the Contractor's Fee as described in
Sections 5.1.2 and Section 6.4 of this Agreement.
Init.
AlA Document A111T11 -1997. Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987 and 1997 by The American Institute of Architects.
All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction 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
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ARTICLE 14 MISCELLANEOUS PROVISIONS
~ 14.1 Where reference is made in this Agreement to a provision AlA Document A20l-l997 or another Contract
Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract
Documents.
~ 14.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated
below, orin the absence thereof, at the legal rate prevailing from time to time at the place where the Project is
located.
(Paragraphs deleted)
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws
and other regulations at the Owner's and Contractor's principal places of business, the location of the Project and
elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or
modifications, and also regarding requirements such as written disclosures or waivers.)
~ 14.3 The Owner's representative is:
(Name, address and other information.}
Carole Knapel
225 Fifth Street
Springfield, Oregon 97477
~ 14.4 The Contractor's representative is:
(Name, address and other information.)
Shaun Hyland
1941-A Laura Street
Springfield, Oregon 97477
~ 14.5 Neither the Owner's nor the Contractor's representative shall be changed without ten days' written notice to
the other party.
~ 14.6 Other provisions:
A) Pre-Construction costs (labor, Materials, Subcontractors and equipment) are included as a part of the GMP for
each component of the Work.
B) Labor costs for John Hyland Construction Principal and estimators working off site are to be included in the
allowable costs. Labor Costs for project are listed below.
Principal: $80hr
Estimator: $65hr
Project Manager: $65hr
Superintendent: $55hr
Project Engineer: $45hr,
C) The Schedule of Values (SOV) individual line items comprising the Guaranteed Maximum Price (GMP) are set
as budget guidelines only and the actual numbers may be less or exceed the individual amounts. The not to exceed
amount of the GMP relates only to the total project amount.
D) Contractors contingency has been included in the GMP to be used for allowable costs of the project. Individual
costs expected to exceed $5,000 will be subject to prior approval by Owner after review by Architect, which
approval shall not unreasonably be withheld. Monthly accounting of any amounts charged to the contingency will be
provided as part of the billing process
AlA Document A111™ -1997. Copyright @ 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American Institute of Architects.
All rights reserved. WARNING: This AIA4!> Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AlAe 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 produced by AlA software at 13:31 :11 on 01/30/2008 under Order No,1 000299269_1 which expires on
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ARTICLE 15 ENUMERATION OF CONTRACT DOCUMENTS
~ 15.1 The Contract Documents, except for Modifications issued after Notice to Proceed for each component of the
Work will be identified in the Guaranteed Maximum Price proposal submitted by the Contractor.
~ 15.1.1 The Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner and
Contractor, AlA Document A111-l997.
~ 15.1.2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction,
AlA Document A20 1-1997, as modified and amended.
(Table deleted)
(Paragraph deleted)
~ 15.1.4 The Specifications are those contained in the Project Manual for each component of the Work. The
Guaranteed Maximum Price proposal will identify the Specifications by the date stamped on the Specifications.
(Either list the Specifications here or refer to an exhibit attached to this Agreement.)
(Table deleted)
~ 15.1.5 The Drawings are those provided to Contractor for the development of the Guaranteed Maximum Price for
each component of the Work. The Guaranteed Maximum Price proposal will identify the Drawings by the date
stamped on the Drawings.
(Either list the Drawings here or refer to an exhibit attached to this Agreement.)
(Table deleted)
~ 15.1.6 The Addenda, if any, are as follows:
Number
Date
Pages
Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding
requirements are also enumerated in this Article 15. '
~ 15.1.7 Other Documents, if any, forming part of the Contract Documents are as follows:
(List here any additional documents, such as a list of alternates that are intended to form part of the Contract
Documents. AlA Document A201 - 1997 provides that bidding requirements such as qdvertisement 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 ifintended to be part of the Contract Documents.)
ARTICLE 16 INSURANCE AND BONDS
(List required limits of liability for insurance and bonds. AlA Document A201-1997 gives other specific
requirements for insurance and bonds.)
Type of insurance
Workers Compensation
DisabilitylMedical
Employer Liability
General Liability, Bodily Injury
General Liability, Personal
Property Liability
Products and Completed Operations
Contractor Liability
Automobile Liability
Limit of liability ($ 0.00)
As required by law
As required by law or labor contract or agreement
$550,000
$1,000,000 per occurrence / $2,000,000 annual
$1,000,000 annual aggregate
$1,000,000 per occurrence / $2,000,000 annual
$1,000,000 per occurrence / $2,000,000 annual
$1,000,000 per occurrence / $2,000,000 annual
$1,000,000 per occurrence
'nit.
AlA Document A111™ -1997. Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987 and 1997 by The American Institute of Architects.
All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction 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 produced by AlA software at 13:31 :11 on 01/30/2008 under Order No,1 000299269_1 which expires on
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11
I W atercraftJ Aircraft (if applicable)
$1,000,000 per occurrence
This Agreement is entered into as of the day and year first written above and is executed in at least three original
copies, of which one is to be delivered to the Contractor, one to the Architect for use in the administration of the
Contract, and the remainder to the Owner.
OWNER (Signature)
52v-~
CONTRACTOR (Sig re)
Gino Grimaldi, City Manager
(Printed name and title)
Shaun Hyland, Vice President
(Printed name and title)
I (Signature and Date)
CITY RECORDER
i'" V \"""':i-pf!:m:n
(:: ;",t" t' '~,,,,,b'Ib!J
N\TU i'(JR!\~ ~\~
~~
Di:\ Tf::: ,:-_,L\2_~
OfFICE O~ CiTY ATTORNEY
Reviewed by City Contract Officer
~ /J. uJtw- 1/1O{ df
AlA Document A111™ -1997. Copyright @ 1920,1925,1951,1958,1961,1963,1967,1974,1978,1987 and 1997 by The American Institute of Architects.
All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AlAe 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 produced by AlA software at 13:31:11 on 01/30/2008 under Order No,1000299269_1 which expires on
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==' AlA
:0. .~
.~..
Document A201™ -1997
General Conditions of the Contract for Construction
for the following PROJECT:
(Name and location or address):
Springfield Fire Station #16 Replacement (P20534)
Springfield Fire Station Temporary Facilities
Springfield Fire Station #3 Remodel (P20537)
GENERAL PROVISIONS
ADDITIONS AND DELETIONS:
The author of this document has
added information needed for its
completion, The author may also'
have revised the text of the original
AlA standard form. An Additions and
Deletions Report that notes added
information as well as revisions to
the standard form text is available
from the author and should be
reviewed, A vertical line in the left
margin of this document indicates
where the author has added
necessary information and where
the author has added to or deleted
from the original AlA text,
This document has important legal
consequences. Consultation with an
attorney is encouraged with respect
to its completion or modification.
This document has been approved
and endorsed by The Associated
General, Contractors of America
THE OWNER:
(Name and address):
City of Springfield
225 Fifth Street
Springfield, Oregon 97477
THE ARCHITECT:
(Name and address):,
Paul L. Bentley Architect AlA PC
615 SE Jackson Street
Roseburg, OR 97470
Telephone 541-672-0273
FAX 541-673-7560,
TABLE OF ARTICLES
2 OWNER
3 CONTRACTOR
4 ADMINISTRATION OF THE CONTRACT
5 SUBCONTRACTORS
6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
7 CHANGES IN THE WORK
8 TIME
9 PAYMENTS AND COMPLETION
10 PROTECTION OF PERSONS AND PROPERTY
11 INSURANCE AND BONDS
12 UNCOVERING AND CORRECTION OF WORK
13 MISCELLANEOUS PROVISIONS
Init.
AlA Document A201lM -1997. Copyright @ 1911.1915,1918.1925.1937.1951.1958.1961.1963, 1966. 1970. 1976. 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AIAf/!; Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1
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14 TERMINATION OR SUSPENSION OF THE CONTRACT
Init.
AlA Document A201T11-1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 2
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INDEX
(Numbers and Topics in Bold are Section Headings)
Acceptance of Nonconforming Work
9,6.6,9.9.3, 12.3
Acceptance of Wark
9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, 12.3
Access to Work
3.16, 6.2.1, 12.1
Accident Prevention
4.2.3, 10
Acts and Omissions
3.2,3.3.2,3.12.8,3.18,4.2.3,4.3.8,4.4.1,8.3.1,
9.5.1, 10.2.5,13.4.2, 13.7, 14.1
Addenda
1.1.1,3.11
Additional Costs, Claims for
4.3.4,4.3.5,4.3.6,6:1.1, 10.3
Additional Inspections and Testing
9.8.3, 12.2.1, 13.5
Additional Time, Claims for
4.3.4,4.3.7,8.3.2
ADMINISTRATION OF THE CONTRACT
3.1.3,4,9.4,9.5
Advertisement or Invitation to Bid
1.1.1
Aesthetic Effect
4.2.13,4.5.1
Allowances
3.8
All-risk Insurance
11.4.1.1
Applications for Payment
4.2.5,7.3.8,9.2,9.3,9.4,9.5.1,9.6.3,9.7.1,9.8.5,
9.10,11.1.3,14.2.4,14.4.3
Approvals
2.4,3.1.3,3.5,3.10.2,3.12,4.2.7,9.3.2, 13.4,2, 13.5
Arbitration
4.3.3,4.4,4.5.1,4.5.2,4.6,8.3.1,9.7.1,11.4.9,
11.4.10
Architect
4.1
Architect, Definition of
4.1.1
Architect, Extent of Authority
2.4,3.12.7,4.2,4.3.6,4.4,5.2,6.3,7.1.2, 7.3.6, 7.4,
9.2,9.3.1,9.4,9.5,9.8.3,9.10.1, 9.10.3,12.1,12.2.1,
13.5.1, 13.5.2, 14.2.2, 14.2.4
Architect, Limitations of Authority and
Responsibility
2.1.1,3.3.3,3.12.4,3.12.8,3.12.10,4.1.2,4.2.1,
4.2.2,4.2.3,4.2.6,4.2.7,4.2.10,4.2.12,4.2.13,4.4,
5.2.1,7.4,9.4.2,9.6.4,9.6.6
Architect's Additional Services and Expenses
2.4, 11.4.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4
Architect's Administration of the Contract
3.1.3,4.2,4.3.4,4.4,9.4,9.5
Architect's Approvals
2.4, 3.1.3, 3.5.1,3.1 0.2, 4.2.7
Architect's Authority to Reject Work
3.5.1,4.2.6,12.1.2, 12.2.1
Architect's Copyright
1.6
Architect's Decisions
4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,4.3.4,4.4.1,4.4.5,
4.4.6,4.5,6.3,7.3.6,7.3.8,8.1.3,8.3.1,9.2,9.4,
9.5.1,9.8.4,9.9.1,13.5.2,14.2.2,14.2.4
Architect's Inspections
4.2.2,4.2.9,4.3.4,9.4.2,9.8.3,9.9.2,9.10.1,13.5
Architect's Instructions
3.2.3,3.3.1,4.2.6,4.2.7,4.2.8,7.4.1, 12.1, 13.5.2
Architect's Interpretations
4.2.11,4.2.12,4.3.6
Architect's Project Representative
4.2.10
Architect's Relationship with Contractor
1.1.2, 1.6,3.1.3,3.2.1,3.2.2,3.2,3,3.3.1,3.4.2,3.5.1,
3.7.3,3.10,3.11,3.12,3.16,3.18,4.1.2,4.1.3,4.2,
4.3.4,4.4.1,4.4.7,5.2,6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4,
9.5,9.7,9.8,9.9, 10.2.6,10.3,11.3,11.4.7,12,
13.4.2, 13.5
'Architect's Relationship with Subcontractors
1.1.2,4.2.3,4.2.4,4.2.6,9.6.3,9.6.4, 11.4.7
Architect's Representations
9.4.2,9.5.1,9.10.1
Architect's Site Visits
4.2.2,4.2.5,4.2.9,4.3.4,9.4.2,9.5.1,9.9.2,9.10.1,
13.5
Asbestos
10.3.1
Attorneys' Fees
3.18.1,9.10.2,10.3.3
Award of Separate Contracts
6.1.1,6.1.2
A ward of Subcontracts and Other Contracts for
Portions of the Work
5.2
Basic Definitions
1.1
Bidding Requirements
1.1.1,1.1.7,5.2.1,11.5.1
Boiler and Machinery Insurance
11.4.2
Bonds, Lien
9.10.2
Bonds, Performance, and Payment
7.3.6.4,9.6.7,9.10.3,11.4.9,11.5
Building Permit
3.7.1
Capitalization
1.3
Certificate of Substantial Completion
Init.
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AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970,1976,1987 and 1997 by The American
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9.8.3,9.8.4,9.8.5
Certificates for Payment
4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7.1,9.10.1,
9.10.3,13.7,14.1.1.3,14.2.4
Certificates of Inspection, Testing or Approval
13.5.4
Certificates of Insurance
9.10.2, 11.1.3
Change Orders
1.1.1,2.4.1,3.4.2,3.8.2.3, 3.11.1,3.12.8,4.2.8,4.3.4,
4.3.9,5.2.3,7.1,7.2,7.3,8.3.1,9.3.1.1,9.10.3,
11.4.1.2,11.4.4,11.4.9,12.1.2
Change Orders, Definition of
7.2.1
CHANGES IN THE WORK
3.11,4.2.8,7,8.3.1,9.3.1.1,11.4.9
Claim, Definition of
4.3.1
Claims and Disputes
3.2.3,4.3,4.4,4.5,4.6,6.1.1,6.3,7.3.8,9.3.3,9.10.4,
10.3 .3
Claims and Timely Assertion of Claims
4.6.5
Claims for Additional Cost
3.2.3,4.3.4,4.3.5,4.3.6,6.1.1,7.3.8, 10.3.2
Claims for Additional Time
3.2.3,4.3.4,4.3.7,6.1.1,8.3.2, 10.3.2
Claims for Concealed or Unknown Conditions
4.3.4
Claims for Damages
3.2.3,3.18,4.3.10,6.1.1,8.3.3,9.5.1,9.6.7,10.3.3,
11.1.1, 11.4.5, 11.4.7, 14.1.3, 14.2.4
Claims Subject to Arbitration
4.4.1,4.5.1,4.6.1
Cleaning Up
3.15, 6.3
Commencement of Statutory Limitation Period
13.7
Commencement of the Work, Conditions Relating to
2.2.1,3.2.1,3.4.1,3.7.1,3.10.1,3.12.6,4.3.5,5.2.1,
5.2.3,6.2.2,8.1.2,8.2.2,8.3.1,11.1, 11.4.1,11.4.6,
11.5.1
Commencement of the Work, Definition of
8.1.2
Communications Facilitating Contract
Administration
3.9.1,4.2.4
Completion, Conditions Relating to
1.6.1,3.4.1,3.11,3.15,4.2.2,4.2.9,8.2,9.4.2,9.8,
9.9.1,9.10,12.2,13.7,14.1.2
COMPLETION, PAYMENTS AND
9
Completion, Substantial
4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3,
9.10.4.2, 12.2, 13.7
Compliance with Laws
1.6.1,3.2.2,3.6,3.7,3.12.10,3.13,4.1.1,4.4.8,4.6.4,
4.6.6,9.6.4, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1,
13.5.2,13.6,14.1.1,14.2.1.3
Concealed or Unknown Conditions
4.3.4,8.3.1,10.3
Conditions of the Contract
1.1.1, 1.1.7, 6,1.1, 6.1.4
Consent, Written
1.6,3.4.2,3.12.8,3.14.2,4.1.2,4.3.4,4.6.4,9.3.2,
9.8.5,9.9.1,9.10.2,9.10.3,11.4.1, 13.2,13.4.2
CONSTRUCTION BY OWNER OR BY
SEPARATE CONTRACTORS
1.1.4, 6
Construction'Change Directive, Definition of
7.3.1
Construction Change Directives
1.1.1,3.12.8,4.2.8,4.3.9,7.1,7.3,9.3.1.1
Construction'Schedules, Contractor's
1.4.1.2,3.10,3.12.1,3.12.2,4.3.7.2,6.1.3
Contingent Assignment of Subcontracts
5.4, 14.2.2.2
Continuing Contract Performance
4.3.3
Contract, Defmition of
1.1.2
CONTRACT, TERMINATION OR
SUSPENSION OF THE
5.4.1.1,11.4.9,14
Contract Administration
3.1.3,4,9.4,9.5
Contract A ward and Execution, Conditions Relating
to
3.7.1,3.10,5.2,6.1,11.1.3,11.4.6,11.5.1
Contract DQcuments, The
1.1, 1.2
Contract Documents, Copies Furnished and Use of
1.6, 2,2,5, 5.3
Contract Documents, Definition of
1.1.1
Contract Sum
3.8,4.3.4,4.3.5,4.4.5,5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2,
9.5.1.4,9.6.7,9.7,10.3.2,11.4.1, 14.2.4,14.3.2
Contract Sum, Definition of
9.1
Contract Time
4.3.4,4.3.7,4.4.5,5.2.3,7.2.1.3,7.3,7.4,8.1.1,8.2,
8.3.1,9.5.1,9.7,10.3.2,12.1.1, 14.3.2
Contract Time, Definition of
8.1.1
CONTRACTOR
3
Contractor, Definition of
3.1,6.1.2
Contractor's Construction Schedules
1.4.1.2,3.10,3.12.1,3.12.2,4.3.7.2,6.1.3
Contractor's Employees
Init.
AlA Document A201111 -1997. Copyright @1911, 1915,1918,1925,1937,1951,1958,1961,1963,1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 4
reproduction 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 produced by AlA software at 13:34:37 on 01/30/2008 under Order NO.1 000299269_1 which
expires on 51312008, and is not for resale,
User Notes: (1682946390)
3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, 10.3,
11.1.1,11.4.7,14.1,14.2.1.1,
Contractor's Liability Insurance
11.1
Contractor's Relationship with Separate Contractors
and Owner's Forces
3.12.5,3.14.2,4.2.4,6,11.4.7,12.1.2,12.2.4
Contractor's Relationship with Subcontractors
1.2.2,3.3.2,3.18.1,3.18.2,5,9.6.2,9.6.7,9.10.2,
11.4.1.2, 11.4.7, 11.4.8
Contractor's Relationship with the Architect
1.1.2,1.6,3.1.3,3.2.1,3.2.2,3.2.3,3.3.1,3.4.2,3.5.1,
3.7.3,3.10,3.11,3.12,3.16,3.18, 4.1.2,4.1.3,4.2,
4.3.4,4.4.1,4.4.7,5.2,6.2.2,7,8.3.1,9.2,9.3,9.4,
9.5,9.7,9.8,9.9, 10.2.6,10.3,11.3,11.4.7,12,
13.4.2, 13.5
Contractor's Representations
1.5.2,3.5.1,3.12.6,6.2.2,8.2.1,9.3.3,9.8.2
Contractor's Responsibility for Those Performing the
Work
3.3.2,3.18,4.2.3,4.3.8,5.3.1,6.1.3,6.2,6.3,9.5.1,
10
Contractor's Review of Contract Documents
1.5.2,3.2,3.7.3
Contractor's Right to Stop the Work
9.7
Contractor's Right to Terminate the Contract
4.3.10, 14.1
Contractor's Submittals
3.10,3.11,3.12,4:2.7,5.2.1,5.2.3,7.3.6,9.2,9.3,
9.8:2,9.8.3,9.9.1,9.10.2,9.10.3, 11.1.3, 11.5.2
Contractor's Superintendent
3.9, 10.2.6
Contractor's Supervision and Construction
Procedures
1.2.2,3.3,3.4,3.12.10,4.2:2,4.2.7,4.3.3,6.1.3,
6.2.4,7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14
Contractual Liability Insurance
1 I.I. 1.8, 11.2, 11.3
Coordination and Correlation
1.2, 1.5.2,3.3.1,3.10,3.12.6,6.1.3,6.2.1
Copi~s Furnished of Drawings and Specifications
1.6,2.2.5,3.11
Copyrights
1.6, 3.17
Correction of Work
2.3,2.4,3.7.4,4.2.1,9.4.2,9.8.2,9.8.3,9,9.1, 12.1.2,
12.2, 13.7.1.3
Correlation and Intent of the Contract Documents
1.2
Cost, Definition of
7.3.6
Costs
2.4,3.2.3,3.7.4,3.8.2,3.15.2,4.3,5.4.2, 6.I.I, 6.2.3,
7.3.3.3, 7.3.6, 7.3.7,7.3.8,9.10.2, 10.3.2, 10.5, 11.3,
11.4,12.1,12.2.1,12.2.4,13.5,14
Cutting and Patching
6.2.5, 3.14
Damage to Construction of Owner or Separate
Contractors
3.14.2,6.2.4,9.2.1.5, 10.2.1.2, 10.2.5, 10.6, 11.1,
11.4,12.2.4
Damage to the Work
3,14.2,9.9.1,10.2.1.2,10.2.5,10.6,11.4, 12.2.4
Damages, Claims for
3.2.3,3.18,4.3.10,6.1.1,8.3.3,9.5.1,9.6.7,10.3.3,
11.1.1, 11.4.5, 11.4.7, 14.1.3, 14.2.4
Damages for Delay
6.I.I, 8.3.3, 9.5.1.6, 9.7,10.3.2
Date of Commencement of the Work, Definition of
8.1.2
Date of Substantial Completion, Definition of
8.1.3
Day, Definition of
8.1.4
Decisions of the Architect
4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,4.3.4,4.4.1,4.4.5,
4.4.6,4.5,6.3,7.3.6,7.3.8,8.1.3,8.3.1,9.2,9.4,
9.5.1,9.8.4,9.9.1,13.5.2,14.2.2,14.2.4
Decisions to Withhold Certification
9.4.1,9.5,9.7,14.1.1.3
Defective or Nonconforming Work, Acceptance,
Rejection and Correction of
2.3,2.4,3.5.1,4.2.6,6.2.5,9.5.1,9.5.2,9.6.6,9.8.2,
9.9.3,9.10.4,12.2.1,13.7.1.3
Defective Work, Definition of
3.5.1
Definitions
I.I, 2.I.I, 3.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3,4.1.1,
4.3.1,5.1,6.1.2,7.2.1,7.3.1,7.3.6,8.1, 9.1,9.8.1
Delays and Extensions of Time
3.2.3,4.3.1,4.3.4,4.3.7,4.4.5,5.2.3,7.2.1,7.3.1,
7.4.1,8.3,9.5.1,9.7.1,10.3.2, 10.6.1,14.3.2
Disputes
4,1.4, 4.3, 4.4, 4.5, 4.6, 6.3, 7.3.8
Documents and Samples at the Site
3.11
Drawings, Definition of
1.1.5
Drawings and Specifications, Use and Ownership of
1.I.I, 1.3,2.2.5,3.11,5.3
Effective Date of Insurance
8.2.2, 11.1.2
Emergencies
4.3.5,10.6,14.1.1.2
Employees, Contractor's
3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, 10.3,
I I.I.1, 11.4.7, 14.1, 14.2.I.I
Equipment, Labor, Materials and
1.1.3,1.1.6,3.4,3.5.1,3.8.2,3.8.3,3.12,3.13,3.15.1,
4.2.6,4.2.7,5.2.1,6.2.1,7.3.6, 9.3.2,9.3.3,9.5.1.3,
9.10.2, 10.2.1, 10.2.4, 14.2.1.2
Execution and Progress of the Work
Init.
5
AlA Document A201111-1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlAe 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 produced by AlA software at 13:34:37 on 01/30/2008 under Order No,1 000299269_1 which
expires on 5/3/2008, and is not for resale,
User Notes: (1682946390)
1.1.3,1.2.1,1.2.2,2.2.3,2.2.5,3.1,3.3,3.4,3.5,3.7,
3.10,3.12,3.14,4.2.2,4.2.3,4.3.3,6.2.2,7.1.3,7.3.4,
8.2,9.5,9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3
Extensions of Time
3.2.3,4.3.1,4.3.4,4.3.7,4.4,5,5.2.3,7.2.1,7.3,7.4.1,
9.5.1,9.7,1,10,3,2,10.6.1,14.3,2
Failure of Payment
4.3.6,9.5.1.3,9.7,9.10.2, 14.1.1.3, 14.2.1.2, 13.6
Faulty Work
(See Defective or Nonconforming Work)
Final Completion and Final Payment
4.2.1,4.2.9,4.3.2,9.8.2,9.10,11.1.2,11.1.3,11.4.1,
11.4.5,12.3.1,13.7,14.2.4,14.4.3
Financial Arrangements, Owner's
2.2.1, 13.2.2, 14.1.1.5
Fire and Extended Coverage Insurance
11.4.
GENERAL PROVISIONS
1
Governing Law
13.1
GuaraiJ.tees (See Warranty)
Hazardous Materials
10.2.4, 10.3, 10.5
Identification of Contract Documents
1.5.1
Identification of Subcontractors and Suppliers
5.2.1
Indemnification
3.17, 3.18, 9.10.2, 10.3.3, 10.5, 11.4.1.2, 11.4.7
Information and Services Required of the Owner
2.1.2,2.2,3.2.1,3.12.4,3.12,10,4.2.7,4.3.3,6.1.3,
6.1.4,6.2.5,9.3.2,9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3,
11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4
Injury or Damage to Person or Property
4.3.8,10.2,10.6
Inspections
3.1.3,3.3.3,3.7.1,4.2.2,4.2.6,4.2.9,9.4.2,9.8.2,
9.8.3,9.9.2,9.10.1,12.2.1,13.5
Instructions to Bidders
1.1.1
Instructions to the Contractor
3.2.3,3.3.1,3.8.1,4.2.8,5.2.1,7,12,8.2.2,13.5.2
Insurance
3.18.1,6.1.1,7.3.6,8.2.1,9.3.2,9.8.4,9.9.1,9.10.2,
9.10.5, 11
Insurance, Boiler and Machinery
11.4.2
Insurance, Contractor's Liability
11.1
Insurance, Effective Date of
8.2.2,11.1.2
Insurance, Loss of Use
11.4.3
Insurance, Owner's Liability
11.2
Insurance, Project Management Protective
Liability
11.3
Insurance, Property
10.2.5,11.4
Insurance, Stored Materials
9,3.2, 11.4.1.4
INSURANCE AND BONDS
11
Insurance Companies, Consent to Partial Occupancy
9.9.1,11.4.1.5
Insurance Companies, Settlement with
11.4.10
Intent of the Contract Documents
1.2.1,4.2.7,4.2.12,4.2.13,7.4
Interest
13.6
Interpretation
1.2.3,1.4,4.1.1,4.3.1,5.1,6.1.2,8.1.4
Interpretations, Written
4.2.11,4.2.12,4.3,6
Joinder and Consolidation of Claims Required
4.6.4
Judgment on Final Award
4.6.6
Labor and Materials, Equipment
1.1.3,1.1.6,3.4,3.5.1,3.8.2,3.8.3,3.12,3.13,3.15.1,
42.6,4.2.7,5.2.1,6.2.1,7.3.6, 9.3.2,9.3.3,9.5.1.3,
9.10.2, 10.2.1, 10.2.4, 14.2.1.2
Labor Disputes
8.3.1
Laws and Regulations
1.6,3.2.2,3.6,3.7,3.12.10,3.13,4.1.1,4.4.8,4.6,
9.6.4,9.9.1,10.2.2,11.1,11.4,13.1, 13.4,13.5.1,
13.5.2, 13.6, 14
Liens
,2.1.2,4.4.8,8.2.2,9.3.3,9.10
Limitation on Consolidation or Joinder
4.6.4
Limitations, Statutes of
4.6.3, 12.2.6, 13.7
Limitations of Liability
2.3,3.2.1,3.5.1,3.7.3,3.12.8,3.12.10,3.17,3.18,
4.2.6,4.2.7,4.2.12,6.2.2,9.4.2,9.6.4, 9.6.7,9.10.4,
10.3.3,10.2.5,11.1.2,11.2.1,11.4.7,12.2.5,13.4.2
Limitations of Time
2.1.2,2.2,2.4,3.2.1,3.7.3,3.10,3.11,3.12.5,3.15.1,
4.2,7,4.3,4.4,4.5,4.6,5.2,5.3, 5.4,6.2.4,7.3,7.4,
8.2,9.2,9.3.1,9.3.3,9.4.1,9.5,9.6,9.7,9.8,9.9,
9.10,11.1.3,11.4.1.5,11.4.6,11.4.10,12.2,13.5,
13.7, 14
Loss of Use Insurance
11.4.3
Material Suppliers
1.6,3.12.1,4.2.4,4.2.6,5.2.1,9.3,9.4.2,9.6,9.10.5
Materials, Hazardous
10.2.4, 10.3, 10.5
Init.
AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 6
reproduction 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 produced by AlA software at 13:34:37 on 01/30/2008 under Order No.1 000299269_1 which
expires on 513/2008, and is not for resale.
User Notes: (1682946390)
Materials, Labor, Equipment and
1.1.3,1.1.6,1.6.1,3.4,3.5.1,3.8.2,3.8.23,3.12,3.13,
3.15.1,4.2.6,4.2.7,5.2.1,6.2.1, 7.3.6,9.3.2,9.3.3,
9.5.1.3,9.10.2, 10.2.1, 10.2.4, 14.2.1.2
Means, Methods, Techniques, Sequences and
Procedures of Construction
3.3.1,3.12.10,4.2,2,4.2,7,9.4.2
Mechanic's Lien
4.4.8
Mediation
4.4.1,4.4.5,4.4.6,4.4.8,4.5,4.6.1,4.6.2,8.3.1,10.5
Minor Changes in the Work
1.1.1,3.12.8,4.2.8,4.3.6,7.1,7.4
MISCELLANEOUS PROVISIONS
13
Modifications, Definition of
1.1.1
Modifications to the Contract
1.1.1,1.1.2,3.7.3,3.11,4.1.2,4.2.1,5.2.3,7,8.3.1,
9.7,10.3.2,11.4.1
Mutual Responsibility
6.2
Nonconforming Work, Acceptance of
9.6.6,9.9.3, 12.3
Nonconforming Work, Rejection and Correction of
2.3,2.4,3.5.1,4.2.6,6.2.5,9.5.1,9.8.2,9.9.3,9.10.4,
12.2.1, 13.7.1.3
Notice
2.2.1,2.3,2.4,3.2.3,3.3.1,3.7.2,3.7.4,3.12.9,4.3,
4.4.8,4.6.5,5.2.1,8.2.2,9.7,9.10, 10.2.2, 11.1.3,
11.4.6, 12.2.2, 12.2.4, 13.3, 13.5.1, 13.5.2, 14.1, 14.2
Notice, Written
2.3,2.4,3.3.1, 3.9, 3.12.9, 3.12.10,4.3,4.4.8,4.6.5,
5.2.1,8.2.2,9.7,9.10,10.2.2,10.3, 11.1.3,11.4.6,
12.2.2, 12.2.4, 13.3, 14
Notice of Testing and Inspections
13.5.1, 13.5.2
Notice to Proceed
8.2.2
Notices, Permits, Fees and
2.2.2,3.7,3.13,7.3.6.4, 10.2.2
Observations, Contractor's
1.5.2,3.2,3.7.3,4.3.4
Occupancy
2.2.2,9.6.6,9.8, 11.4.1.5
Orders, Written
1.1.1,2.3,3.9,4.3.6,7,8.2.2,11.4.9,12.1,12.2,
13.5.2, 14.3.1
OWNER
2
Owner, Definition of
2.1
Owner, Information and Services Required of the
2.1.2,2.2,3.2.1,3.12.4,3.12.10,4.2.7,4.3.3,6.1.3,
6.1.4,6.2.5,9.3.2,9.6.1,9.6.4,9.9.2,9.10.3,10.3.3,
11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4
Owner's Authority
1.6,2.1.1,2.3,2.4,3.4.2,3.8.1,3.12.10,3.14.2,4.1.2,
4.1.3,4.2.4,4.2.9,4.3.6,4.4.7, 5.2.1,5.2.4,5.4.1,
6.1,6.3,7.2.1,7.3.1,8.2.2,8.3.1,9.3.1,9.3.2,9.5.1,
9.9.1,9.10.2, 10.3.2,11.1.3,11.3.1,11.4.3,11.4.10,
12.2.2, 12.3.1, 13.2.2, 14,3, 14.4
Owner's Financial Capability
2.2.1,13,2.2,14.1.1.5
Owner's Liability Insurance
11.2
Owner's Loss of Use Insurance
11.4.3
Owner's Relationship with Subcontractors
1.1.2,5.2,5.3,5.4,9.6.4,9.10.2,14.2.2
Owner's Right to Carry Out the Work
2.4,12.2.4.14.2.2.2
Owner's Right to Clean Up
6.3
Owner's Right to Perform Construction and to
A ward Separate Contracts
6.1
Owner's Right to Stop the Work
2.3
Owner's Right to Suspend the Work
14.3
Owner's Right to Terminate the Contract
14.2
Ownership and Use of Drawings, Specifications
and Other Instruments of Service
1.1.1,1.6,2.2.5,3.2.1,3.11.1,3.17.1,4.2.12,5.3
Partial Occupancy or Use
9.6.6,9.9,11.4.1.5
Patching, Cutting and
3.14, 6.2.5
Patents
3.17
Payment, Applications for
4.2.5,7.3.8,9.2,9.3,9.4,9.5.1,9.6.3,9.7.1,9.8.5,
9.10.1,9.10.3,9.10.5,11.1.3,14.2.4,14.4.3
Payment, Certificates for
4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7.1,9.10.1,
9.10.3,13.7,14.1.1.3,14.2.4
Payment, Failure of
4.3.6,9.5.1.3,9.7,9.10.2,14.1.1.3,14.2.1.2,13.6
Payment, Final
4.2.1,4.2.9,4.3.2,9.8.2,9.10, 11.1.2, 11.1.3, 11.4.1,
11.4.5,12.3.1,13.7,14.2.4,14.4.3
Payment Bond, Performance Bond and
7.3.6.4,9.6.7,9.10.3, 11.4.9, 11.5
Payments, Progress
4.3.3,9.3,9.6,9.8.5,9.10.3, 13.6, 14.2.3
PAYMENTS AND COMPLETION
9
Payments to Subcontractors
5.4.2,9.5.1.3,9.6.2,9.6.3,9.6.4,9.6.7,11.4.8,
14.2.1.2
PCB
10.3.1
Init.
7
AlA Document A201™ -1997. Copyright @ 1911, 1915, 1918,1925,1937,1951,1958,1961,1963,1966,1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlAe 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 produced by AlA software at 13:34:37 on 01/30/2008 under Order No,l 000299269 1 which
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Performance Bond and Payment Bond
7.3.6.4,9.6.7,9.10.3, 11.4.9, 11.5
Permits, Fees and Notices
2.2.2,3.7,3.13,7.3.6.4, 10.2.2
PERSONS AND PROPERTY, PROTECTION
OF
10
Polychlorinated Biphenyl
10.3.1
Product Data, Definition of
3.12.2
Product Data and Samples, Shop Drawings
3.11,3.12,4.2.7
Progress and Completion
4.2.2,4.3.3,8.2,9.8,9.9.1, 14.1.4
Progress Payments
4.3.3,9.3,9.6,9.8.5,9.10.3, 13.6, 14.2.3
Project, Definition of the '
1.1.4
Project Management Protective Liability
Insurance
11.3
ProjectManual, Definition of the
1.1.7
Project Manuals
2.2.5
Project Representatives
4.2.10
Property Insurance
10.2.5, 11.4
PROTECTION OF PERSONS AND PROPERTY
10
Regulations and Laws
1.6,3.2.2,3.6,3.7,3.12.10,3.13,4.1.1,4.4.8,4.6,
9.6.4,9.9.1,10.2.2,11.1,11.4,13.1, 13.4,13.5.1,
13.5.2, 13.6, 14
Rejection of Work
3.5.1,4.2.6, 12.2.1
Releases and Waivers of Liens
9.10.2
Representations
1.5.2,3.5.1,3.12.6,6.2.2,8.2.1,9.3.3,9.4.2,9.5.1,
9.8.2,9.10.1
Representatives
2.1.1,3.1.1,3.9,4.1.1,4.2.1,4.2.10,5.1.1,5.1.2,
13.2.1
Resolution of Claims and Disputes
4.4, 4.5, 4.6
Responsibility for Those Performing the Work
3.3.2,3.18,4.2.3,4.3.8,5.3.1,6.1.3,6.2,6.3,9.5.1,
10
Retainage
9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3
Review of Contract Documents and Field
Conditions by Contractor
1.5.2,3.2,3.7.3,3.12.7,6.1.3
Review of Contractor's Submittals by Owner and
Architect
3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.1.3,9.2,9.8.2
Review of Shop Drawings, Product Data and
Samples by Contractor
3.12
Rights and Remedies
1.1.2,2.3,2.4,3.5.1,3.15.2,4.2.6,4.3.4,4.5,4.6,5.3,
5.4,6.1,6.3,7.3.1,8.3,9.5.1,9.7, 10.2.5, 10.3,
12.2.2, 12.2.4,13.4, 14
Royalties, Patents and Copyrights
3.17
Rules and Notices for Arbitration
4.6.2
Safety of Persons and Property
10.2, 10.6
Safety Precautions and Programs
3.3.1,4.2.2,4.2.7,5.3.1,10.1,10.2,10.6
Samples, Definition of
3.12.3
Samples, Shop Drawings, Product Data and
3.11,3.12,4.2.7
Samples at the Site, Documents and
3.11
Schedule of Values
9.2, 9.3.1
Schedules,
1.4.1.2,3.10, 3.Construction12.1, 3.12.2,4.3.7.2,
6.1.3
Separate Contracts and Contractors
1.1.4,3.12.5,3.14.2,4.2.4,4.2.7,4.6.4,6,8.3.1,
11.4.7, 12.1.2,12.2.5
Shop Drawings, Definition of
3.12,1
Shop Drawings, Product Data and Samples
3.11,3.12,4.2.7
Site, Use of
3.13, 6.1.1, 6.2.1
Site Inspections
1.2.2,3.2.1,3.3.3,3.7.1,4.2,4.3.4,9.4.2,9.10.1,13.5
Site Visits, Architect's
4.2.2,4.2.9,4.3.4,9.4.2,9.5.1,9.9.2,9.10.1,13.5
Special Inspections and Testing
4.2.6, 12.2.1,13.5
Specifications, Definition of the
1.1.6
Specifications, The
1.1.1,1.1.6,1.1.7,1.2.2,1.6,3.11,3.12.10,3.17
Statute of Limitations
4.6.3, 12.2.6, 13.7
Stopping the Work
2.3,4.3.6,9.7, 10.3, 14.1
Stored Materials
6.2.1,9.3.2,10.2.1.2,10.2.4,11.4.1.4
Subcontractor, Definition of
5.1.1
SUBCONTRACTORS
In it.
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Institute of Architects. All rights reserved. WARNING: This AlA"" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 8
reproduction 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 produced by AlA software at 13:34:37 on 01/30/2008 under Order No.1000299269_1 which
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5
Subcontractors, Work by
1.2.2,3.3.2,3.12.1,4.2.3,5.2.3,5.3,5.4,9.3.1.2,
9.6.7
Subcontractual Relations
5.3,5.4,9.3.1.2,9.6,9.1010.2.1,11.4.7,11.4.8,14.1,
14.2.1,14.3.2
Submittals
1.6, 3.10, 3.11, 3.12,4.2.7,5.2.1, 5.2.3, 7.3.6, 9.2,
9.3,9.8,9.9.1,9.10.2,9.10.3,11.1.3
Subrogation, Waivers of
6.1.1, 11.4.5,11.4.7
Substantial Completion
4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3,
9.10.4.2, 12.2, 13.7
Substantial Completion, Definition of
9.8.1
Substitution of Subcontractors
5.2.3,5.2.4
Substitution of Architect
4.1.3
Substitutions of Materials
3.4.2,3.5.1,7.3.7
Sub-subcontractor, Definition of
5.1.2
Subsurface Conditions
4.3.4
Successors and Assigns
13.2
Superintendent
3.9, 10.2.6
Supervision and Construction Procedures
1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,4.3.3,6.1.3,
6.2.4,7.1.3,7.3.6,8.2,8.3.1,9.4.2, 10, 12, 14
Surety
4.4.7,5.4.1.2,9.8.5,9.10.2,9.10.3, 14.2.2
Surety, Consent of
9.10.2,9.10.3
Surveys
2.2.3
Suspension by the Owner for Convenience
14.4
Suspension of the Work
5.4.2, 14.3
Suspension or Termination of the Contract
4.3.6,5.4.1.1,11.4.9,14
Taxes
3.6, 3.8.2.1, 7.3.6.4
Termination by the Contractor
4.3.10,14.1
Termination by the Owner for Canse
4.3.10,5.4.1.1,14.2
Termination of the Architect
4.1.3
Termination of the Contractor
14.2.2
TERMINATION OR SUSPENSION OF THE
CONTRACT
14
Tests and Inspections
3.1.3,3.3.3,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3,9.9.2,
9.10.1,10.3.2,11.4.1.1,12.2.1,13.5
TIME
8
Time, Delays and Extensions of
3.2.3,4.3.1,4.3.4,4.3.7,4.4.5,5.2.3,7.2.1, 7.3.1,
7.4.1,8.3,9.5.1,9.7.1, 10.3.2, 10.6.1, 14.3.2
Time Limits
2.1.2,2.2,2.4,3.2.1,3.7.3,3.10,3.11,3.12.5,3.15.1,
4.2,4.3,4.4,4.5,4.6,5.2,5.3,5.4, 6.2.4,7.3,7.4,
8.2,9.2,9.3.1,9.3.3,9.4.1,9.5,9.6,9.7,9.8,9.9,
9.10,11.1.3,11.4.1.5, 11.4.6,11.4.10,12.2,13.5,
13.7, 14
Time Limits on Claims
4.3.2, 4.3.4, 4.3.8, 4.4, 4.5, 4.6
Title to Work
9.3.2,9.3.3
UNCOVERING AND CORRECTION OF
WORK
12
Uncovering of Work
12.1
Unforeseen Conditions
4.3.4,8.3.1, 10.3
Unit Prices
4.3.9,7.3.3.2
Use of Documents
1.1.1, 1.6,2.2.5,3.12.6,5.3
Use of Site
3.13, 6.1.1, 6.2.1
Values, Schedule of
9.2, 9.3.1
Waiver of Claims by the Architect
13.4,2
Waiver of Claims by the Contractor
4.3.10,9.10.5,11.4.7,13.4.2
Waiver of Claims by the Owner
4.3.10,9.9.3,9.10.3,9.10.4,11.4.3,11.4.5,11.4.7,
12.2.2.1, 13.4.2, 14.2.4
Waiver of Consequential Damages
4.3.10, 14.2.4
Waiver of Liens
9.10.2,9.10.4
Waivers of Subrogation
6.1.1,11.4.5,11.4.7
Warranty
3.5,4.2.9,4.3.5.3,9.3.3,9.8.4,9.9.1,9.10.4, 12.2.2,
13.7.1.3
Weather Delays
4.3.7.2
Work, Definition of
1.1.3
Written Consent
In it.
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Institute of Architects. All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlA II!} 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 produced by AlA software at 13:34:37 on 01/30/2008 under Order No.1 000299269 1 which
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1.6,3.4.2,3.12.8,3.14.2,4.1.2,4.3.4,4.6.4,9.3.2,
9.8.5,9.9.1,9.10.2,9.10.3,11.4.1, 13.2,13.4.2
Written Interpretations
4.2.11,4.2.12,4.3.6
Written Notice
2.3,2.4,3.3.1,3,9,3.12.9,3.12.10,4.3,4.4.8,4.6.5,
5.2.1,8.2.2,9.7,9.10,10.2.2,10.3,11.1.3,11.4.6,
12.2.2, 12.2.4, 13.3, 14
Written Orders
1.1.1,2.3,3.9,4.3.6,7,8.2.2,11.4.9,12.1,12.2,
13.5.2, 14.3.1
AlA Document A201.... -1997. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
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ARTICLE 1 GENERAL PROVISIONS
~ 1.1 BASIC DEFINITIONS
~ 1.1.1 THE CONTRACT DOCUMENTS
The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter the Agreement),
Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda
issued prior to execution of the Contract, other documents listed in the Agreement and Modifications issued after
execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a
Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by
the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include other
documents such as bidding requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms,
the Contractor's bid or portions of Addenda relating to bidding requirements);
~ 1.1.2 THE CONTRACT
The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated
agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written
or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be
construed to create a contractual relationship of any kind (1) between the Architect and Contractor, (2) between the
Owner and a Subcontractor or Sub-subcontractor, (3) between the Owner and Architect or (4) between any persons
or entities other than the Owner and Contractor. The Architect shall, however, be entitled to performance and
enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties.
~ 1.1.3 THE WORK
The term "Work" means the construction and services required by the Contract Documents, whether completed or
partially completed, and includes all other labor, materials, equipment and services provided or to be provided by
the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project.
~ 1.1.4 THE PROJECT
The Project is the total construction of which the Work performed under the Contract Documents may be the whole
or a part and which may include construction by the Owner or by separate contractors.
~ 1.1.5 THE DRAWINGS
The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and
dimensions of the Work, generally including plans, elevations, sections, details; schedules and diagrams.
~ 1.1.6 THE SPECIFICATIONS
The Specifications are that portion of the Contract Documents consisting of the written requirements for materials,
equipment, systems, standards and workmanship for the Work, and performance of related services.
~ 1.1.7 THE PROJECT MANUAL
The Project Manual is a volume assembled for the Work which may include the bidding requirements, sample
forms, Conditions of the Contract and Specifications.
1.1.8 ADDITIONAL DEFINITIONS
The following terms are defined for use in the Contract Documents:
"Product" includes any item of material or equipment or any system;
"Approved" means approved by the Architect or Owner;
"For approval" means for Architect's or Owner's approval;
"As selected" means as selected by Architect or Owner;
"As directed" means as directed by Architect or Owner;
"N.I.e." means not in contract;
"OFCI" means Owner Furnished Contractor Installed.
~ 1.2 CORRELA nON 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
AlA Document A2011M -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961: 1963,1966,1970,1976,1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 11
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consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the
indicated results.
~ 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not
control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be
performed by any trade.
~ 1.2.3 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction
industry meanings are used in the Contract Documents in accordance with such recognized meanings.
~ 1.3 CAPITALIZATION
~ 1.3.1 Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the titles
of numbered articles or (3) the titles of other documents published by the American Institute of Architects.
~ 1.4 INTERPRETATION
~ 1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any"
and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears
in another is not intended to affect the interpretation of either statement.
1.4.2 Conflicts. In the event of conflict or discrepancy among the Contract Documents, interpretations will be based
on the following priorities:
.1 Agreement
.2 Change Orders
.3 Addenda
.4 General Conditions
.5 Schedules
.6 Specifications
.7 Drawings
.8 Large Scale Drawings
.9 Small Scale Drawings.
~ 1.5 EXECUTION OF CONTRACT DOCUMENTS
~ 1.5.1 The Contract Documents shall be signed by the Owner and Contractor. If either the Owner or Contractor or
both do not sign all the Contract Documents, the Architect shall identify such unsigned Documents upon request.
~ 1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site,
become generally familiar with local conditions under which the Work is to be performed and correlated personal
observations with requirements of the Contract Documents.
~ 1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE
~ 1.6.1 The Drawings, Specifications and other documents, including those in electronic form, prepared by the
Architect and the Architect's consultants are Instruments of Service through which the Work to be executed by the.
Contractor is described. The Contractor may retain one record set. Neither the Contractor nor any Subcontractor,
Sub-subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications
and other documents prepared by the Architect or the Architect's consultants, and unless otherwise indicated the
Architect and the Architect's consultants shall be deemed the authors of them and will retain all common law,
statutory and other reserved rights, in addition to the copyrights. The Drawings, Specifications and other documents
prepared by the Architect and the Architect's consultants, and copies thereof furnished to the Contractor, are for use
solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub-
subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of
the Work without the specific written consent of the Owner, Architect and the Architect's consultants. The
Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use and
reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect and
the Architect's consultants appropriate to and for use in the execution of their Work under the Contract Documents.
All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings,
Specifications and other documents prepared by the Architect and the Architect's consultants. Submittal or
distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be
AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970,1976,1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlAS Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 12
reproduction or distribution of this AlAS 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 produced by AlA software at 13:34:37 on 01/30/2008 under Order No,1 000299269_1 which
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construed as publication in derogation of the Architect's or Architect's consultants' copyrights or other reserved
rights.
ARTICLE 2 OWNER
~. 2.1 GENERAL
~ 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the
Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have
express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization.
Except as otherwise provided in 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 The Owner shall, at the written request of the Contractor, prior to commencement of the Work and thereafter,
furnish to the Contractor reasonable evidence that financial arrangements have been made to fulfill the Owner's
obligations under the Contract. Furnishing of such evidence shall be a condition precedent to commencement or
continuation of the Work. After such evidence has been furnished, the Owner shall not materially vary such
financial arrangements without prior notice to the Contractor.
~ 2.2.2 Except for permits and fees, including those required under Section 3.7.1, which are the responsibility of the
Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, easements,
assessments and charges required for construction, use or occupancy of permanent structures or for permanent
changes in existing facilities.
~ 2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for
the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of
information furnished by the Owner but shall exercise proper precautions relating to t:he safe performance of the
Work.
~ 2.2.4 Information or services required of the Owner by the Contract Documents shall be furnished by the Owner
with reasonable promptness. Any other information or services relevant to the Contractor's performance of the
Work under the Owner's control shall be furnished by the Owner after receipt from the Contractor of a written
request for such information or services.
~ 2.2.5 Unless otherwise provided in the Contract Documents, the Contractor will include an allowance in the GMP
for Drawings and Project Manuals as are reasonably necessary for execution of the Work.
~ 2.3 OWNER'S RIGHT TO STOP THE WORK
~ 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract
Documents as required by Section 12.2 or persistently fails to carry out Work in accordance with the Contract
Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the
cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a
duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity,
except to the extent required by Section 6.1.3.
2.3.2 Termination for Public Interest: The Owner may stop or suspend the Work at will. Contractor shall be entitled
to such extensions of time and compensation as are provided in ORS 279C.655 and 279C.660.
~ 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK
~ 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and
fails within a seven-day period after receipt of written notice from the Owner to commence and continue correction
of such default or neglect with diligence and promptness, the Owner may after such seven-day period give the
Contractor a second written notice to correct such deficiencies within a three-day period. If the Contractor within
Init.
AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA'!!) Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 3
reproduction 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 1
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such three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies,
the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an
appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the
reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect'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.
ARTlCLE 3 CONTRACTOR
~ 3.1 GENERAL
~ 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the
Contract Documents as if singular in number. The term "Contractor" means the Contractor or the Contractor's
authorized representative.
~ 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents
. ~ 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract
Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests,
inspections or approvals required or performed by persons other than the Contractor.
~ 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR
~ 3.2.1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor
shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the
Work, as well as the information furnished by the Owner pursuant to 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 construction by the Contractor and are not for the purpose of
discovering errors, omissions, or inconsistencies in the Contract Documents; however, any errors, inconsistencies or
omissions discovered by the Contractor shall be reported promptly to the Architect as a request for information in
such form as the Architect may require.
~ 3.2.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the
Architect, but it is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and
not as a licensed design professional unless otherwise specifically provided in the Contract Documents. The
Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes,
ordinances, building codes, and rules and regulations, but any nonconformity discovered by or made known to the
Contractor shall be reported promptly to the Architect.
~ 3.2.3 If the Contractor believes that additional cost or time is involved because of clarifications or instructions
issued by the Architect in response to the Contractor's notices or requests for information pursuant to Sections 3.2.1
and 3.2.2, the Contractor shall make Claims ,as provided in Sections 4.3.6 and 4.3.7, If the Contractor fails to
perform the obligations of Sections 3.2.1 and 3.2.2, the Contractor shall pay such costs and damages to the Owner as
would have been avoided if the Contractor had performed such obligations. The Contractor shall not be liable to the
Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents or
for differences between field measurements or conditions and the Contract Documents unless the Contractor
recognized such error, inconsistency, omission or difference and knowingly failed to report it to the Architect.
~ 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES
~ 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The
Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences
and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents
give other specific instructions concerning these matters. If the Contract Documents give specific instructions
concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the
jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such
means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods,
techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner
and Architect and shall not proceed with that portion of the Work without further written instructions from the
Architect. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or
Init.
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procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any
resulting loss or damage.
~ 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees,
Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or
on behalf of the Contractor or any of its Subcontractors.
~ 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that
such portions are in proper 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.
3.4.1.1 Industrial Accident Fund: The Contractor shall pay all contributions or amounts due the Industrial Accident
Fund for its employees incurred in the performance of this Contract.
3.4.1.2 The Contractor shall not permit any lien or claim to be filed or prosecuted against the Owner on account of
any labor or material furnished.
3.4.1.3 The Contractor shall indemnify and save the Owner, its officers, agents and employees harmless against ,
any liens and claims arising out of this Contract on account of any furnished labor or materials, provided the Owner
shall have paid all amounts due the Contractor for such labor and materials.
3.4.1.4 The Contractor shall make payment promptly, as due, to all persons supplying labor or material in the
performance of the Work.
~ 3.4.2 The Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect
and in accordance with a Change Order. '
3.4.2.1 In accordance with ORS 279C.510, the Contractor shall salvage or recycle all demolition debris, if feasible
and cost-effective.
3.4.2.2 The Contractor shall consider the use of recycled materials, such as paper, oil or re-treaded tires.
3.4.2.3 The Contactor is encouraged to use products which have been manufactured or produced in Oregon provided
that price, fitness, availability, and quality are otherwise equal.
~ 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other
persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not
skilled in tasks assi~ned to them. .
3.4.3.1 Employee Drug Testing: The Contractor shall demonstrate that it has an Employee Drug Testing Program in
place and in accordance with ORS 279C.505(2). Contractor shall certify in writing that:
.1 Contractor has and enforces, and at all times during the term of the Contract will enforce, a written
employee drug testing policy that, at a minimum: requires pre-employment drug testing; requires drug
testing of an employee the Contractor has reasonable cause to believe the employee is under the
influence of drugs; and requires compliance with the Oregon Department of Transportation
Commercial Drivers License drug testing regulations.
.2 A copy of the Contractor's current written employee drug testing policy will be available for
inspection by the Owner at any time under request by the Owner. .
.3 The Contractor understands and agrees that its representations and warranties concerning its drug
testing program is a continuing part of this Contract and that breach of any of the foregoing shall be
sufficient grounds for disqualification under ORS 279C.440.
Init.
AlA Document A201""-1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction 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 15
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3.4.3.2 The Owner shall not be liable, either directly or indirectly, in any dispute arising out of the substance or
procedure of the Contractor's drug testing program. Nothing in this provision shall be construed as requiring the
Contractor to violate any legal, including constitutional, rights of any employee, including but not limited to,
selection of employees to test and the manner of testing. The Owner shall not be liable for Contractor's negligence
in establishing or implementing, failure to establish, implement or maintain, a drug testing policy, or for any damage
or injury caused by Contractor's employees acting under the influence of drugs while performing work of this
Contract. These are Contractor's sole responsibilities and nothing in this provision is intended to create any third
party beneficiary rights against the Owner. -
3,4.4 Non-Discrimination: During the performance of this Contract, the Contractor shall not discriminate against
any employee or applicant for employment because of an individual's race, religion, color, sex, national origin,
marital status, familiar status, age, sexual orientation or source of income, a juvenile record that has been expunged
pursuant to ORS 419A.260 and 419A.262, or because an individual is a person with a disability which, with
reasonable accommodation by the employer, does not prevent the performance of the work involved, unless based
upon a bona fide occupational qualification is reasonably necessary to the normal operation of the employer's
business.
3.4.4.1 Contractors employing 15 or more individuals shall develop and implement an affIrmative action plan to
insure that applicants are employed and that employees are treaded during employment, without regard to their race,
color, sex, age or national origin. Such plan shall include, but not be limited to, the following: employment,
upgrading, demotion, transfer, recruitment, recruitment advertising, layout, or termination, rates of payor other
forms of compensation and selection for training including apprenticeship.
3.4.4.2 The Contractor shall post in conspicuous places, available to all employees and applicants for employment,
notices to be provided by the Human Rights Commission setting forth the provisions of this discrimination clause.
3.4.4.3 The Contractor shall, prior to commencement and during the term of this Contract, provide to the Owner
such documentation, and permit inspection of records as may be required or authorized by rules adopted by the
Owner to determine compliance with the non-discrimination provisions.
3.4.4.4 If, upon an investigation, there is reasonable cause to believe that the Contractor has failed to comply with
the non-discrimination provisions of this Contract, a determination thereof will be made by the Owner. Such
determination may result in the suspension, cancellation or termination of the Contract in whole or in part and lor
the withholding of any funds due or to become due to the Contractor, pending compliance by the Contractor with the
terms of these provisions.
3.4.4.5 The Contractor shall include the provisions of this Section in Contracts with Subcontractors so that such
provisions are binding upon each Subcontractor.
3.4.5 Medical Care: The Contractor shall promptly, as due, make payments to any person, co-partnership,
association or corporation, furnishing medical, surgical and hospital care or other needed care and attention, incident
to sickness or injury, to its employees, of all sums which the Contractor agrees to pay for such services and all
moneys and sums which the Contractor collected or deducted from the wages of employees pursuant to any law,
contract or agreement for the purpose of providing' or paying for such services.
3.4.6 Workers' Compensation: The Contractor and all subcontractors and other employers performing the Work
are either employers that will comply with the provisions of ORS 656.017 (of the Oregon Workers' Compensation
Laws) or employers that are exempt under ORS 656.126.
3.4.7 Hours of Labor: No person shall be employed for more than ten (10) hours in anyone day or forty (40)
hours in anyone week, except in cases of necessity, emergency or when the public policy absolutely requires it, and
in such cased the employees shall be paid at least time and a half pay for all overtime in excess of eight (8) hours in
anyone day and forty (40) hours in anyone week, when the work week consists of five consecutive days, Monday
through Friday, or for all overtime in excess of ten (10) hours in anyone day or forty (40) hours in anyone week,
when the workweek is four consecutive days, Monday through Friday, and for work performed on Saturday and on
any legal holiday, specified in ORS 279C.540. The Contractor must give notice to employees, in writing, at the time
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reproduction 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 produced by AlA software at 13:34:37 on 01/30/2008 under Order No,1 000299269_1 which
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of hire, before commencement of Work on the Contract, or by posting a notice in a location frequented by
employees, the number of hours per day and days per week that the employees may be required to work.
3.4.8 Prevailing Wage Requirements
3.4.8.1 Wages paid to workers on this Contract shall not be less than prevailing rates including fringe benefits in
accordance with ORS 279 paid to the corresponding class of workers in the Project locality. Refer wage rate
disputes to the Oregon State Commissioner of the Bureau of Labor and Industries for determination.
3.4.8.2 The Contractor or the Contractor's surety and every Subcontractor or the Subcontractor's surety shall file
certified statements with the public contracting agency in writing using the form prescribed by the Commissioner of
the Bureau of Labor and Industries certifying the hourly rate of wage paid each worker which the Contractor of the
Subcontractor has employed upon such public work,and further certifying that no worker employed upon such
public work has been paid less than the prevailing rate of wage or less than the minimum hourly rate of wage
specified in the Contract. The certificate and statement shall be verified by the oath of the Contractor or the
Contractor's surety or Subcontractors or Subcontractor's surety that the Contractor or Subcontractor has read such
statement and certificate and know the contents thereof and that the same is true to the Contractor's or
Subcontractor's knowledge. The certified statements shall set out accurately and'completely the payroll records for
the prior week including the name and address of each worker, the worker's correct classification, rate of pay, daily
and weekly number of hours worked, deductions made, and actual wages paid.
3.4.8.3 Each certified statement shall be delivered or mailed by the Contractor or Subcontractor to the public
contracting agency. Certified statement shall be submitted once a month, by the fifth business day of the following
month. Information submitted on certified statement may be used only to ensure compliance with the provisions of
ORS 279C.845. If no work in preformed, a statement indicating such shall be submitted to the public contracting
agency.
3.4.8.4 The Contractor and each Subcontractor shall preserve the certified statements for a period of three (3) years
from the date of completion of the Contract.
3.4.8.5 The Contractor, all Subcontractors, and sub-subcontractors performing work on this Contract shall be subject
to background checks prior to performing work. Applicants failing to meet minimum Springfield Fire and Life
Safety Department (SFLS) standards will not be permitted on the Project site. Basic criteria for rejection includes
any felony conviction or any conviction of a Class "A" misdemeanor within the past two years. Disqualification may
also be based on arrests still pending in courts, weapons offenses, or any pattern of behavior that SFLS deems to
consider a risk. The SFLS will be the sole judge 'of whether an applicant meets the requirements for passing the
background check. Decision of SFLS is final and not subject to appeal.
~ 3.5 WARRANTY
~ 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the
Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the
Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to
the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions
not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for
damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient
maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the
Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment.
~ 3.6 TAXES
~ 3.6.1 The Contractor shall pay all state, federal, and local income, business, excise, sales, consumer, use and
similar taxes for the Work provided by the Contractor which are legally enacted when bids are received or
negotiations concluded, whether or not yet effective or merely scheduled to go into effect.
3.6.2 The Contractor shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS
, 316.167.
Init.
AlA Document A201TU -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlAI/!) Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlAI/!) Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 17
maximum extent possible under the law. This document was produced by AlA software at 13:34:37 on 01/30/2008 under Order NO.1 000299269 1 which
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~ 3.7 PERMITS, FEES AND NOTICES
~ 3.7.1 Except as modified below, the Contractor shall secure and pay for permits and governmental fees, licenses
and inspections necessary for proper execution and completion of the Work which are customarily secured after
execution of the Contract and which are legally required when bids are received or negotiations concluded.
3.7.1.1 PlanCheck Fee: The Owner will pay the City of Springfield Plan Check Fee.
3.7.1.2 Building Pennit Fee: The Contractor shall secure the pennit, however the cost of the pennit will be paid
directly by the Owner. '
3.7.1.3 Systems Development Charges: The Owner will pay the cost of these charges directly to the City of
Springfield.
3.7.1.4 Erosion Control and Storm Water: The Owner shall apply for, pay for and obtain all required permits and
approvals.
3.7.1.5 Special Inspections: The Owner shall pay for all special inspections required on each component of Work
and the Contractor shall coordinate all special inspections required on the project.
3.7.1.6 Bureau of Labor and Industries Fee: The Owner shall pay a fee to the Bureau of Labor and Industries
pursuant to the provisions of ORS 279C.825. The fee is one-tenth of one percent (0.00 I percent) of the price of the
Contract, for each project but not less than $250 nor more than $7,500, regardless of the Contract price. The fee
shall be paid on or before the first progress payment or within 60 days from the date work first began on the
Contract. for each project, whichever comes first. The fee is payable to the Bureau of Labor and Industries and shall
be mailed or otherwise delivered to the Bureau at the following address:
Bureau of Labor and Industries
Wage and Hour Division
Prevailing Wage Unit
800 NE Oregon Street, #32
Portland, Oregon 97232
~ 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful
orders of public authorities applicable to performance of the Work.
3.7.2.1 The Contractor and Subcontractors shall post and maintain for the Contract duration, in a conspicuous
location accessible to employees, the following:
.1 Prevailing Wage Rates
.2 Health and Welfare Plan and Pension Plan, if any.
3.7.2.2 The Contractor and Subcontractors who do not post the above information can be excluded from receiving
public works contracts for up to three (3) years. When the Contractor or Subcontractor is a Corporation, the
individual Officers and Agents of the Corporation can be debarred, in addition to the Corporation.
3.7.2.3 The Contractor shall comply with federal, state, and local ordinances and regulations dealing with prevention
of environmental pollution and preservation of natural resources that affect Work of this Contract. See also Article
16.
3.7.2.4 If the Contractor or any Subcontractor is delayed or must undertake additional work due to enactment of an
new or amended statute, ordinance, or regulation relating to preventing environmental pollution or preserving
natural resources occurring after the date of the Contract, the Owner will issue a Change Order which extends the
Contract time and/or sets forth any additional Work that must be undertaken together with any reasonable required
change in the Contract Sum.
~ 3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with
applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the Contractor observes
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reproduction or distribution of this AlAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
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that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Architect
and Owner in writing, and necessary changes shall be accomplished by appropriate Modification.
~ 3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and
rules and regulations without such notice to the Architect and Owner, the Contractor shall assume appropriate
responsibility for such Work and shall bear the costs attributable to correction,
3.7.5 The Contractor and each Subcontractor shall posses and maintain for the duration of the Contract a registration
with the Construction Contractors Board in accordance with the laws of the State of Oregon, and submit evidence of
such registration prior to executing the Work. -
3.7.6 Any Foreign Contractor shall promptly report to the Oregon Department of Revenue, on forms furnished by
the Department, the total Contract Price, terms of payment, length of Contract, and such other information as the
Department may require before final payment will be paid by the Owner to the Contractor.
~ 3.8 ALLOWANCES
~ 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items
covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct,
but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable
objection.
~ 3.8.2 Unless otherwise provided in the Contract Documents:
.1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and
all required taxes, less applicable trade discounts;
.2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and
other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but
not in the allowances;
.3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly
by Change Order. The amount of the Change Order shall reflect (1) the difference between actual
costs and the allowances under 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 in sufficient time to avoid delay
in the Work.
~ 3.9 SUPERINTENDENT
~ 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance
at the Project site on a full-time-basis during performance of the Work. The superintendent shall represent the
Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor.
Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on
written request in each case. The Contractor shall not replace the superintendent without the written consent of the
Owner. The Contractor shall be responsible for any additional costs of the Contract resulting from the Contractor's
replacement of a superintendent.
~ 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES
~ 3.10.1 The Contractor, promptly after being issued a Notice to Proceed for a component of Work, 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 Notice to Proceed, shall be revised at appropriate intervals as required
by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract
Documents, and shall provide for expeditious and practicable execution of the Work.
~ 3.10.2 The Contractor shall prepare and keep current, for the Architect's approval, a schedule of submittals which
is coordinated with the Contractor's construction schedule and allows the Architect reasonable time to review
submittals.
~ 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to
the Owner and Architect.
Init.
AlA Document A2D1111-1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlAS Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlAS Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 19
maximum extent possible under the law. This document was produced by AlA software at 13:34:37 on 01/30/2008 under Order No.1 000299269 1 which
expires on 5/3/2008, and is not for resale. -
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~ 3.11 DOCUMENTS AND SAMPLES AT THE SITE
~ 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications,
Addenda, Change Orders and other Modifications, in good order and marked currently to record field changes and
selections made during construction, and one record copy of approved Shop Drawings, Product Data, Samples and
similar required submittals, These shall be available to the Architect and the Owner, and shall be delivered to the
Architect for submittal to the Owner upon completion of the Work.
~ 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES,
~ 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the
Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of
the Work.
~ 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and.
. other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work.
~ 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish
standards by which the Work will be judged.
~ 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of
their submittal is to demonstrate for those portions of the Work for which submittals are required by the Contract
Documents the way by which the Contractor proposes to conform to the information given and the design concept
expressed in the Contract Documents. Review by the Architect is subject to the limitations of 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 which are not required by the Contract Documents may be returned by the
Architect without action.
~ 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the
Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with
reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of
separate contractors. Submittals which are not marked as reviewed for compliance with the Contract Documents and
approved by the Contractor may be returned by the Architect without action.
~ 3.12.6 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor
represents that the Contractor has determined and verified materials, field measurements and field construction
criteria related thereto, or will do so, and has checked and coordinated the information contained within such
submittals with the requirements of the Work and of the Contract Documents.
~ 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal
and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been
approved by the Architect.
~ 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of
responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop
Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect
in writing of such deviation at the time of submittal and (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 which constitute the practice of
architecture or engineering unless such services are specifically required by the Contract Documents for a portion of
the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's
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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
to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such
design professionals, provided the Owner and Architect have specified to the Contractor all performance and design
criteria that such services must satisfy. Pursuant to this 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 or design criteria required by the Contract Documents.
~ 3.13 USE OF SITE
~ 3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the
Contract Documents and shall not unreasonably encumber the site with materials or equipment.
3.13.2 Contractor shall fully and continuously conform to the City of Springfield Storm Water Quality Control
requirements.
3.13.3 The Contractor shall take all reasonable precautions to maintain the Work secure during construction and in
compliance with any and all security provisions set forth in the Specifications, and shall be fully responsible for all
loss or damage which may result from the Contractor's failure to maintain reasonable security.
3.13.14 The Contractor and Owner will develop a site logistics plan for each component of the Work to insure that
the Contractor and Subcontractors shall at all times (24 hours per day 7 days per week)tmaintain clear and
unobstructed access for all Fire Department emergency vehicles and personnel from the project site onto the
designated adjacent public roadway. At no time shall Fire Department emergency vehicle or personnel movements
be restricted. The Contractor shall bear all costs and liabilities resulting from failure to comply with this provision.
~ 3.14 CUTTING AND PATCHING
~ 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make
its parts fit together properly.
~ 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed
construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by
excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor
except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably
withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's
consent to cutting or otherwise altering the Work.
~ 3.15 CLEANING UP
~ 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or
rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove from and
about the Project waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus
materials. ' .
~ 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the cost
thereof shall be charged to the Contractor.
~ 3.16 ACCESS TO WORK
~ 3.16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress
wherever located.
Init.
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reproduction or distribution of this A1Af'> Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 21
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~ 3.17 ROYALTIES, PATENTS AND COPYRIGHTS
~ 3.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for
infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account
thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a
particular manufacturer or manufacturers is required by the Contract Documents or where the copyright violations
are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the
Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a
patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the
Architect.
~ 3.18 INDEMNIFICATION
~ 3.18.1 To the fullest extent permitted by law and to the extent claims, damage, losses or expenses are not covered
by Project management Protective Liability insurance purchased by the Contractor in accordance with Section 11.3,
the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and
employees of any of them from and against claims, damages, losses and expenses, including but not limited to
attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or
expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property
(other than the work itself), but only to the extent caused by the negligent acts of the Contractor, a Subcontractor,
anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether
or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall
not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist
as to a party or person described in this 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 types of damages,
compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts,
disability benefit acts or other employee benefit acts.
ARTICLE 4 ADMINISTRATION OF THE CONTRACT
~ 4.1 ARCHITECT
~ 4.1.1 The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing
architecture identified as such in the Agreement and is referred to throughout the Contract Documents as if singular
in number. The term "Architect" means the Architect or the Architect's authorized representative.
~ 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents
shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect.
Consent shall not be unreasonably withheld.
~ 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a new Architect whose status
under the Contract Documents shall be that of the former Architect.
~ 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT
~ 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents, and will be
an Owner's representative (1) during construction, (2) until final payment is due and (3) with the Owner's
concurrence, from time to time during the one-year period for <;:orrection of Work described in Section 12.2. The
Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents,
unless otherwise modified in writing in accordance with other provisions of the Contract.
~ 4.2.2 The Architect, as a representative of the Owner, will visit the site at intervals appropriate to the stage of the
Contractor's operations (1) to become generally familiar with and to keep the Owner informed about the progress
and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and
deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that
the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will
not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.
The Architect will neither have control over or charge of, nor be responsible for, the construction means, methods,
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maximum extent possible under the law. This document was produced by AlA software at 13:34:37 on 01/30/2008 under Order No.1000299269_1 which,
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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 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 will have authority to reject Work that does not conform to the Contract Documents. Whenever
the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of
the Work in accordance with 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.
with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or
separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate
review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of
other details such as dimensions and quantities, or for substantiating instructions for installation or performance of
equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract
Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations
under 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.
~ 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date
of final completion, will receive and forward to the Owner, for the Owner's review and records, written warranties
and related documents required by the Contract and assembled by the Contractor, and will issue a final Certificate
for Payment upon compliance with the requirements of the Contract Documents.
4.2.9.1 The Architect will conduct one inspection to determine Substantial Completion and one inspection to
. determine Final Completion for each component of the Work. Such inspections will be made only after receipt of
written notification of readiness for such inspections from the Contractor. Where phased occupancy is specified,
inspections will be made for each portion of the Work. .
4.2.9.2 Should additional inspections beyond those listed in 4.2.9.1 be required due to the Contractor's failure to
satisfactorily complete the Work, the Contractor shall become responsible for all costs incurred by the Owner in
conjunction with required re-inspections. A deductive Change Order will be prepared to cover the cost to the Owner.
Init.
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~ 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in
carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of
such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents.
~ 4.2.11 The Architect will interpret and decide matters concerning performance under and requirements of, the
Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests
will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If no
agreement is made concerning the time within which interpretations required of the Architect shall be furnished in
compliance with this Section 4.2, then delay shall not be recognized on account of failure by the Architect to furnish
such interpretations until 15 days after written request is made for them.
~ 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable
from the Contract Documents and will be in writing or in the form of drawings. When making such interpretations
and initial decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will
not show partiality to either and will not be liable for results of interpretations or decisions so rendered in good faith.
~ 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent
expressed in the Contract Documents.
~ 4.3 CLAIMS AND DISPUTES
~ 4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or
interpretation of Contract terms, payment of money, extension of time or other relief with respect to the terms of the
Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor
arising out of or relating to the Contract. Claims must be initiated by written notice. The responsibility to
substantiate Claims shall rest with the party making the Claim.
~ 4.3.2 Time Limits on Claims. Claims by either party, including those for additional time, must be initiated within
21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes
the condition giving rise to the Claim, whichever is later. Claims must be initiated by written notice to the Architect
and the other party. Notwithstanding the foregoing, any claim for damage, defect or injury that occur, or are not
discovered until after Substantial Completion, shall not be subject to the provisions of 4.3 and shall be subjected
only to the limits imposed by applicable law.
~ 4.3.3 Continuing Contract Performance. Pending final resolution of a Claim except as otherwise agreed in writing
or as provided in Section 9.7.1 and Article 14, the Contractor shall proceed diligently with performance of the
Contract and the Owner shall continue to make payments in accordance with the Contract Documents.
~ 4.3.4 Claims for Concealed or Unknown Conditions. If conditions are encountered at the site which are (1)
subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract
Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily
found to exist arid generally recognized as inherent in construction activities of the character provided for in the
Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions
are disturbed and in no event later than 21 days after first observance of the conditions. The Architect will promptly
investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractor's cost
of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the
Contract Sum or Contract Time, or both. 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 so notify the Owner and Contractor in writing, stating the reasons. Claims by either party in
opposition to such determination must be made within 21 days after the Architect has given notice of the decision. If
the conditions encountered are materially different, the Contract Sum and Contract Time shall be equitably adjusted,
but if the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the
adjustment shall be referred tb the Architect for initial determination, subject to further proceedings pursuant to
Section 4.4.
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~ 4.3.5 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum,
written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required
for Claims relating to an emergency endangering life or property arising under Section 10.6.
4.3.5.1 Claims by the Contractor for costs due to delay, other than delays caused by the Contractor or its agents, will
be considered if, after making all reasonable attempts to mitigate the effect of the delay, the Contractor incurs actual
additional costs as a result of the delay.
~ 4.3.6 If the Contractor believes additional cost is involved for reasons including but not limited to (I) a written
interpretation from the Architect, (2) an order by the Owner to stop the Work where the Contractor was not at fault,
(3) a written order for a minor change in the Work issued by the Architect, (4) failure of payment by the Owner, (5)
termination of the Contract by the Owner, (6) Owner's suspension or (7) other reasonable grounds, Claim shall be
filed in accordance with this Section 4.3.
~ 4.3.7 Claims for Additional Time
~ 4.3.7.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided
herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on
progress of the Work. In the case of a continuing delay only one Claim is necessary.
~ 4.3.7.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented
by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably
anticipated and had an adverse effect on the scheduled construction.
~ 4.3.8 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or
property because of an act or omission of the other party, or of others for whose acts such PartY is legally
responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within
a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other
party to investigate the matter.
~ 4.3.9 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally
contemplated are materially changed in a proposed Change Order or Construction Change Directive so that
application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or
Contractor, the applicable unit prices shall be equitably adjusted.
~ 4.3.10 Claims for Consequential Damages. Except as provided in 9.11, the Contractor and Owner waive Claims
against each other for consequential damages arising out of or relating to this Contract.
(Paragraphs deleted)
~ 4.4 RESOLUTION OF CLAIMS AND DISPUTES
~ 4.4.1 Decision of Architect. Claims, including those alleging an error or omission by the Architect but excluding
those arising under Sections 10.3 through 10.5, shall be referred initially to the Architect for decision. An initial
decision by the Architect shall be required as a condition precedent to mediation, arbitration or litigation of all
Claims between the Contractor and Owner arising prior to the date final payment is due, unless 30 days have passed
after the Claim has been referred to the Architect with no decision having been rendered by the Architect. The
Architect will not decide disputes between the Contractor and persons or entities other than the Owner.
~ 4.4.2 The Architect will review Claims and within ten days of the receipt of the Claim take one or more of the
following actions: (1) request additional supporting data from the claimant or a response with supporting data from
the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5)
advise the parties that the Architect is unable to resolve the Claim if the Architect lacks sufficient information to
evaluate the merits of the Claim or if the Architect concludes that, in the Architect's sole discretion, it would be
inappropriate for the Architect to resolve the Claim.
~ 4.4.3 In evaluating Claims, the Architect may, but shall not be obligated to, consult with or seek information from
either party or from persons with special knowledge or expertise who may assist the Architect in rendering a
decision. The Architect may request the Owner to authorize retention of such persons at the Owner's expense. .
Init.
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~ 4.4.4 If the Architect requests a party to provide a response to a Claim or to furnish additional supporting data,
such party shall respond, within ten days after receipt of such request, and shall either provide a response on the
requested supporting data, advise the Architect when the response or supporting data will be furnished or advise the
Architect that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the
Architect will either reject or approve the Claim in whole or in part.
~ 4.4.5 The Architect will approve or reject Claims by written decision, which shall state the reasons therefor and
which shall notify the parties of any change in the Contract Sum or Contract Time or both. The approval or rejection
of a Claim by the Architect shall be final and binding on the parties but subject to mediation and arbitration.
~ 4.4.6 When a written decision of the Architect states that (I) the decision is final but subject to mediation and
arbitration and (2) a demand for arbitration of a Claim covered by such decision must be made within 3Q days after
the date on which the party making the demand receives the final written decision, then failure to demand arbitration
within said 30 days' period shall result in the Architect's decision becoming final and binding upon the Owner and
Contractor. If the Architect renders a decision after arbitration proceedings have been initiated, such decision may
be entered as evidence, but shall not supersede arbitration proceedings unless the decision is acceptable to all parties
concerned.
~ 4.4.7 Upon receipt of a Claim against the Contractor or at any time thereafter, the Architect or the Owner may, but
is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a
possibility of a Contractor's default, the Architect or the Owner may, but is not obligated to, notify the surety and
request the surety's assistance in resolving the controversy.'
~ 4.4.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in
accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the Claim by
the Architect, by mediation or by arbitration.
~ 4.5 MEDIATION
~ 4.5.1 Any Claim arising .out of or related to the Contract, except Claims relating to aesthetic effect and except those
waived as provided for in Sections 4.3.10, 9.10.4 and 9.10.5 shall, after initial decision by the Architect or 30 days
after submission of the Claim to the Architect, be subject to mediation as a condition precedent to arbitration or the
institution of legal or equitable proceedings by either party.
~ 4.5.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree
otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration
Association currently in effect. Request for mediation shall be filed in writing with the other party to the Contract
and with the American Arbitration Association. The request may be made concurrently with the filing of a demand
for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable 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.
~ 4.5.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall
be enforceable as settlement agreements in any court having jurisdic:tion thereof.
~ 4.6 ARBITRATION
~ 4.6.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those
waived as provided for in Sections 4.3.10,9.10.4 and 9.10.5, shall, after decision by the Architect or 30 days after
submission of the Claim to the Architect, be subject to arbitration. Prior to arbitration, the parties shall endeavor to
resolve disputes by mediation in accordance with the provisions of Section 4.5.
~ 4.6.2 Claims not resolved by mediation shall be decided by arbitration which, unless the parties mutually agree
otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration
Association currently in effect. The demand for arbitration shall be filed in writing with the other party to the
Contract and with the American Arbitration Association, and a copy shall be filed with the Architect.
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~ 4.6.3 A demand for arbitration shall be made within the time limits specified in Sections 4.4.6 and 4.6.1 as
applicable, and in other cases within a reasonable time after the Claim has arisen, and in no event shall it be made
after the date when institution of legal or equitable proceedings based on such Claim would be barred by the
applicable statute of limitations as determined pursuant to Section 13.7.
~ 4.6.4 Limitation on Consolidation or Joinder. No arbitration arising out of or relating to the Contract shall include, .
by consolidation or joinder or in any other manner, the Architect, the Architect's employees or consultants, except
by written con&ent containing specific reference to the Agreement and signed by the Architect, Owner, Contractor
and any other person or entity sought to be joined. No arbitration shall include, by consolidation or joinder or in any
other manner, parties other than the Owner, Contractor, a separate contractor as described in Article 6 and other
persons substantially involved in a common question of fact or law whose presence is required if complete relief is
to be accorded in arbitration. No person or entity other than the Owner, Contractor or a separate contractor as
described in Article 6 shall be included as an original third party or additional third party to an arbitration whose
interest or responsibility is insubstantial. Consent to arbitration involving an additional person or entity shall not
constitute consentto arbitration of a Claim not described therein or with a person or entity not named or described
therein. The foregoing agreement to arbltrate and other agreements to arbitrate with an additional person or entity
duly consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court
having jurisdiction thereof.
~ 4.6.5 Claims and Timely Assertion of Claims. The party filing a notice of demand for arbitration must assert in the
demand all Claims then known to that party on which arbitration is permitted to be demanded.
~ 4.6.6 Judgment on Final Award. The award rendered by the arbitrator or arbitrators shall be final, and judgment
may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.
ARTICLE 5 SUBCONTRACTORS
~ 5.1 DEFINITIONS
~ 5.1.1 A Subcontractor (First-Tier Subcontractor) is a person or entity who has a direct contract with the Contractor
to perform a portion of the Work at the site. The term" Subcontractor" is referred to throughout the Contract
Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor.
The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor.
~ 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to
perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract
Documents as if singular in number and meaps 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 disclosed prior to the Notice to Proceed for each component of the Work, the Contractor, as
soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the
names of persons or entities (including those who are to furnish materials or equipment fabricated to a special
design) proposed for each principal portion of the Work. The Architect will promptly reply to the Contractor in
writing stating whether or not the Owner or the Architect, after due investigation, has reasonable objection to any
such proposed person or entity. Failure of the Owner or Architect to reply promptly shall constitute notice of no
reasonable objection.
~ 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made
reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the
Contractor has made reasonable objection.
~.5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the
Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but
rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall
be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order
shall be issued before commencement of the substitute Subcontractor's Work. 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.
Init.
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~ 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner or
Architect makes reasonable objection to such substitute. In addition, the Contractor may not substitute a new First-
Tier Subcontractor for a First-Tier Subcontractor that was disclosed prior to A ward of the Contract except for the
following circumstances:
.1 When the formerly disclosed Subcontractor fails or refuses to execute a written contract after having had
reasonable opportunity to do so after written contract that is based on the General Terms, Conditions,
Drawings and Specifications for the Work or the terms of that SubcontraCtor's written bid is presented to
the Subcontractor by the Contractor;
.2 When the disclosed Subcontractor becomes bankrupt or insolvent;
.3 When the disclosed Subcontractor fails or refuses to perform the subcontract;
.4 When the disclosed Subcontractor fails or refuses to meet the bond requirements of the Contractor that
had been identified prior to bid submittal;
.5 When the Contractor demonstrates to the Owner that the Subcontractor was disclosed as the result of an
inadvertent clerical error;
.6 When the disclosed Subcontractor does not hold a certificate of registration from the Oregon
Construction Contractors Board and is required to be so registered;
.7 When the Contractor determines that the work performed by the disclosed Subcontractor is substantially
unsatisfactory and not in substantial compliance with the Drawing and Specification, or that the
Subcontractor is substantially delaying or disrupting the progress of the Work; or
.8 when the disclosed Subcontractor is ineligible to work on a public improvements project pursuant to
Oregon law.
~ 5.3 SUBCONTRACTUAL RELATIONS
~ 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall require each
Subcontractor, to the extent of the Work to be perforined by the Subcontractor, to be bound to the Contractor by
terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities,
including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents,
assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the
Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor
so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically
provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the
Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the
Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The
Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement,
copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the
Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may
be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of
such documents available to their respective proposed Sub-subcontractors.
5.3.2 Contractor / Subcontractor Covenant:
.1 Make payment promptly, as due, to all persons supplying labor and material for the prosecution of the
Work.
.2 Pay all contributions or amounts due the Industrial Accident Fund from the Contractor or
Subcontractor incurred in the performance of the Work.
.3 Not permit any lien or claim to be filed or prosecuted against the Owner on account of any labor or
material furnished; and
.4 Pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167.
.5 If Contractor fails, neglects or refuses to make payment to a person furnishing labor or materials in
connection with the Contract within 30 days after receipt of payment from the Owner, Contractor shall
owe the person the amount due plus interest charges commencing at the end of the 10 day period that
payment is due under ORS 279C.580 and ending upon final payment, unless payment if subject to a
good faith dispute as defined by ORS 279C.580. The rate ofinterest charged to the Contractor on the
amount due shall equal three times the discount rate on 90-day commercial paper in effect at the
Federal Reserve Bank in the Federal Reserve District that includes Oregon on the date that is thirty
(30) days after the date when payment was received from the Owner but the rate of interest shall not
exceed thirty (30) percent. The amount of interest may not be waived.
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5.3.3 Subcontract Provisions: Every Subcontract between the Contractor and a Subcontractor shall provide, in
writing:
.1 Subcontractor shall comply with all applicable provision of this Contract;
.2 Contractor shall make payment to Subcontractor for satisfactory performance under its subcontract
within ten (10) days, out of such amounts as are paid to the Contractor by the Owner, subject to any
applicable exceptions under ORS 279C.S80;
.3 Payment of interest as defined in 5.3.2.5;
.4 A statement that all Subcontractors and other employers performing the Work are subject employers
that will comply with the provisions of ORS 656.017;
.5 A statement that the Owner has no contractual relationship with any Subcontractor and has not
undertaken to monitor compliance with any terms, conditions or laws affecting the relationship
between the Contractor and any Subcontractors, including but not limited to provisions affecting the
disclosure, replacement, assignment of payment of Subcontractors, and that any disputes between or
among the Contractor any Subcontractors, or between or among Subcontractors, does not constitute a
dispute to which the Owner is a party;
.6 That the Subcontractor shall not permit any lien or claim to be filed or prosecuted against the Owner
on account of any labor or material furnished to the Subcontractor or sub-subcontractor;
.7 That the Subcontractor shall include in all of its sub-subcontracts a provision requiring sub-
subcontractors to include all the provisions of 5.3.3 in each of its subcontracts and require the same of
each lower tier contract.
5.3.4 The Owner will not monitor and shall not be liable for Contractor's compliance with any of the provisions
in Article 5 affecting Subcontractors of the Contractor's compliance with any laws affecting its relations with
Subcontractors. .
Notwithstanding the provisions of 5.3.4 hereof, Contractor's violation of any law or provision of this Contract
affecting Subcontractors may be deemed a breach of this Contract
~ 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 which 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.
~ 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.
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 Section 4.3.
~ 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations
on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes.
each separate Owner-Contractor Agreement.
~ 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate
contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with
other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The
Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual
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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 which apply to the Contractor under the Conditions of the Contract, including, without
excluding others, those stated in Article 3, this Article 6 and Articles 10, II and 12.
~ 6.2 MUTUAL RESPONSIBILITY
~ 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and
storage of their materials and equipment and performance of their activities, and shall connect and coordinate the
Contractor's construction and operations with theirs as required by the Contract Documents.
~ 6.2.2 If part of the Contractor' s Work depends for proper execution or results upon construction or operations by
the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly
report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable
for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that
the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the
Contractor's Work, except as to defects not then reasonably discoverable.
~ 6.2.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a
separate contractor because of delays, improperly timed activities or defective construction of the Contractor. The
Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly
timed activities, damage to the Work or defective construction of a separate contractor.
~ 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially
completed construction or to property of the Owner or separate contractors as provided in 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.
~ 6.3 OWNER'S RIGHT TO CLEAN UP
~ 6.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under
their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish,
the Owner may clean up and the Architect will allocate the cost among those responsible.
ARTICLE 7 CHANGES IN THE WORK
~ 7.1 GENERAL
~ 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the
Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the
limitations stated in this Article 7 and elsewhere in the Contract Documents.
~ 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction
Change Directive requires agreement by the Owner and Architect and mayor 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.
7.1.4 Contract Sum Adjustments - Cost shall be based on the following:
7.1.4.1 Cost shall include only those items in Section 7.3.6.
7.1.4.2 Overhead shall be limited to the following:
.1 Hand tools and incidentals;
.2 General office personnel and office expense;
.3 Cost of preparation of the change pricing and documentation; and
.4 All other actual expenses of the change that are not properly included in the Cost.
AlA Document A201'" -1997. Copyright'@ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970, 1976, 1987 and 1997 by The American
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7.1.4.3 Profit: The following maximum allowances for profit will be permitted under this Contract:
.1 For the Contractor for any change of Work performed by the Contractor's own forces:
The following percent of the cost:
Change in Cost up to $1,000
Change in Cost between $1,00 I and $10,000
Change in Cost over $10,000
4.95 percent
4.95 percent
4.95 percent
.2 For the Contractor for any change of Work performed by Subcontractors:
The following percent of the amount due the Subcontractor:
Change in Cost up to $1,000 4.95 percent
Change in Cost between $1,001 and $10,000 4.95 percent
Change in Cost over $10,000 4.95 percent
.3 For each Subcontractor performing a portion of a change:
The following percent of the cost:
Change in Cost up to $1,000 9 percent
Change in Cost between $1,001 and $10,000 7 percent
Change in Cost over $10,000 5 percent
.4 For each Subcontractor, for Work performed by a sub-subcontractor:
The following percent of the amount due the sub-subcontractor:
Change in Cost up to $1,000 9 percent
Change in Cost between $1,001 and $10,000 7 percent
Change in Cost over $10,000 5 percent
7.1.4.4 Limitation on Profit and Overhead: If the net change in cost is a decrease and the net change in overhead,
other than the costs of preparing the change documentation, is also a decrease, the Owner shall be entitled to a
reduction in the Contract Sum that includes a reduction in profit. The amount of profit to be included in any increase
or decrease in the Contract Sum due to a change in Work shall be the amount which, when added to the net increase
or decrease in overhead, results in a sum not exceeding the percentages listed above.
7.1.4.5 In order to facilitate checking of quotations for increases or decreases in costs, all proposals, except those so
minor that their propriety can be seen by inspection, shall be accompanied by a'complete itemization of costs
including labor, materials, and subcontracts. Labor and materials shall be itemized also. In no case will a change
involving over $2,000 be approved without such itemization.
97.2 CHANGE ORDERS
97.2.1 A Change Order is a written instrument prepared by the Architect and ~igned by the Owner, Contractor and
Architect, stating their agreement upon all of the following:
.1 change in the Work;
.2 the amount of the adjustment, if any, in the Contract Sum; and
.3 the extent of the adjustment, if any, in the Contract Time.
~ 7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Section 7.3.3.
~ 7.3 CONSTRUCTION CHANGE DIRECTIVES
~ 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and
Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract
Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes
in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the
Contract Sum and Contract Time being adjusted accordingly.
~ 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change
Orocr. I
Init.
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~ 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 7.3.6.
~ 7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in
the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, if any,
provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or
Contract Time. .
~ 7.3.5 A Construction Change Directive signed by the Contractor indicates the agreement of the Contractor
therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such
agreement shall be effective immediately and shall be recorded as a Change Order.
~ 7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum,
the method and the adjustment shall be determined by the Architect on the basis of reasonable expenditures and
savings of those performing the Work attributable to the change, including, in case of an increase in the Contract
Sum, a reasonable allowance for overhead and profit as listed in Section 7.1.4.3. 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 7.3.6 shall be limited to the following:
.1 costs oflabor, 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.
~ 7.3.7 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change which results in a
net decrease in the Contract Sum shall be actual net cost 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.
~ 7.3.8 Pending final determination of the total cost of a Construction Change Directive to the Owner, amounts not in
dispute for such changes in the Work shall be included in Applications for Payment accompanied by a Change
Order indicating the parties' agreement with part or all of such costs. For any portion of such cost that remains in
dispute, the Architect will make an interim determination for purposes of monthly certification for payment for those
costs. That determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the
right of either party to disagree and assert a claim in accordance with Article 4.
~ 7.3.9 When the Owner and Contractor agree with the determination made by the Architect concerning the
adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such
agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate'
Change Order.
~ 7.4 MINOR CHANGES IN THE WORK
~ 7.4.1 The Architect will have authority to order minor changes in the Work not involving adjustment in the
Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents.
Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor
shall carry out such written orders promptly.
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Institute of Architects. All rights reserved. WARNING: This AlAe> Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 32
reproduction or distribution of this AlAe> Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
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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 Notice to Proceed for each component
of the Work..
~ 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.
8.1.5 Final acceptance shall occur within thirty (30) calendar days of the date of Substantial Completion. Where
phased dates of Substantial Completion are required, Final Acceptance shall occur within thirty (30) days from the
date of Substantial Completion for that portion of the Work.
~ 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 considering the
average climatic range and usual industrial conditions prevailing at the locality.
~ 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 II to be
furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the
effective date of such insurance. Unless the date of commencement is established by the Contract Documents or a
notice to proceed given by the Owner, the Contractor shall notify the Owner in writing not less than five days or
other agreed period before commencing the Work to permit the timely filing of mortgages, mechanic's liens and
other security interests.
~ 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion
within the Contract Time.
~ 8.3 DELAYS AND EXTENSIONS OF TIME
~ 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of
the Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner, or by
changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other
causes beyond the Contractor's control, or by delay authorized by the Owner pending mediation and arbitration, or
by other causes which the Architect determines may justify delay, then the Contract Time shall be extended by
Change Order for such reasonable time as the Architect may determine.
~ 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Section 4.3.
~ 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
~ 9.1.1 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. .c
~ 9.2 SCHEDULE OF VALUES
~ 9.2.1 Before the fIrst Application for Payment, the Contractor shall submit to the Architect a schedule of values
allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its
accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for
reviewing the Contractor's Applications for Payment. Submit on AlA Document G703, latest edition.
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~ 9.3 APPLICATIONS FOR PAYMENT
~ 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the
Architect an itemized Application for Payment for operations completed in accordance with the schedule of values.
Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to
payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material
suppliers, and reflecting retain~ge if provided for in the Contract Documents.
~ 9.3.1.1 As provided in Section 7.3.8, such applications may include requests for payment on account of changes in
the Work which have been properly authorized by Construction Change Directives, or by interim determinations of
the Architect, but not yet included in Change Orders.
~ 9.3.1.2 Such applications may not include requests for payment for portions of the Work for which the Contractor
does not intend to pay to a Subcontractor or material supplier, unless such Work has been performed by others
whom the Contractor intends to pay.
~ 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and
equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance
by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location
agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon
compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such
materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable
insurance, storage and transportation to the site for such materials and equipment stored off the site.
~ 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner
no later than the time of payment. The Contractor further warrants that upon submittal of an Application for
Payment all Work for which Certificates for Payment have been previously issued and payments received from the
Owner shall; to the best of the Contractor's knowledge, information and belief, 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.
9.3.4 If an Application for Payment is submitted with incomplete or incorrect information, or containing invoices
that are defective, the Architect shall so notify the Contractor within seven (7) days stating the reason(s) why the
application is defective. A defective Application for Payment, if corrected by the Contractor within seven (7) days of
being notified by the Architect, shall not cause a payment to be made later than specified in Article 9 unless interest
is also paid in accordance with ORS 279C.570.
9.3.5 Applications for Payment shall be submitted on AlA Document G702, Application and Certification for
Payment, supported by AlA Document G703, Continuation Sheet, latest edition.
~ 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 the Work
has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the
quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an
evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of
subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion
and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further
constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance
of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on-
site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques,
sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers
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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 another contractor;
.6 reasonable evidence that the Work will not be completed within the Contract Time, and that the
unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay;
or
.7 persistent failure to carry out the Work in accordance with the Contract Documents.
.8. if any of the Contractors representations in the Application for Payment were intentionally falsely
made.
~ 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts
previously withheld.
~ 9.6 PROGRESS PAYMENTS
~ 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and
within the time provided in the Contract Documents, and shall so notify the Architect. Payment shall be made in
accordance with ORS 279C.550 - 279C.670 and both parties shall have all the rights and duties specified in ORS
279C.550 - 279C.670.
9.6.1.1 After the Architect has issued a Certificate for Payment, the Owner will pay the Contractor ninety-five
percent (95%) of the total value of material and labor incorporated into the Work as indicated on the Application for
Payment less the aggregate of previous payments, A progress schedule update shall be included with each
Application for Payment.
9.6.1.2 Payment, if due, will be made within thirty (30) days of the receipt of the Application for Payment by the
Owner.
9.6.1.3 Upon Substantial Completion of the Contract, the Owner will pay the Contractor the sum sufficientto
increase the total payment to ninety-five percent (95%) of the Contract amount due. The remaining five percent
(5%) or a lesser agreed upon amount shall be due thirty (30) days after Final Acceptance.
9.6.1.4 In accordance with ORS 279C.420( 4) the Contractor shall be entitled to have retainage deposited in an
interest-bearing account in a bank, trust company or savings association for the benefit of the City. Interest earned
on such an account shall accrue to the Contractor.
~ 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the
, amount paid to the Contractor on account of such Subcon~actor' s portion of the Work, the amount to which said
Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of
such Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor,
require each Subcontractor to make payments to Sub-subcontractors in a similar manner.
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~ 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of
completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on
account of portions of the Work done by such Subcontractor.
~ 9.6.4 Neither the Owner nor Architect shall have an obligation to payor to see to the payment of money to a
Subcontractor except as may otherwise be required by law. Notwithstanding the foregoing, if Contractor fails,
neglects or refuses to make prompt payment of any claim for labor or services furnished by the Contractor or a
Subcontractor by any person in connection with the Work as such claim becomes due, the Owner may, but shall not
be obligated to, pay such claim to the person furnishing the labor or services and deduct the amount of the payment
against funds that would otherwise be due or become due the Contractor under the Contract.
~ 9.6.5 Payment to material 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.
~ 9.7 FAILURE OF PAYMENT
~ 9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days
after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven
days after the date established in the Contract Documents the amount certified by the Architect or awarded by
arbitration, then the Contractor may, upon 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. No building, portion of a building or complete facility will be considered Substantially
Complete unless all utilities are connected and operating, all building systems are functional and operating normally,
the building, portion of the building or complete facility is accessible to normal vehicular, pedestrian and disabled
access, and the Owner has received a final occupancy permit from the appropriate governmental authority.
~ 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. .
~ 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a
Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish
responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and
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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 ofretainage 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 Contra9tor, provided such occupancy or use is consented
to by the insurer as required under Section 11.4.1.5 and authorized by public authorities having jurisdiction over the
Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided
the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments,
retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in
writing concerning the period for correction of the Work and commencement of warranties required by the Contract
Documents. When the Contractor considers a portion substantially complete, the Contractor shall 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 written notice that the Work is ready for final inspection and acceptance and upon receipt of
a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds 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 final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further
repres~ntation 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.
.~ 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault
of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confIrms, the
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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 final Application for Payment.
9.11 EXTENDED JOB COSTS
9.11.1 In the event that the Contractor fails to achieve Substantial Completion by the date stated in the Contract
Documents plus 45 days, subject to any adjustment in Contract time under the provisions of the General Conditions,
the Owner will incur additional monetary costs. If the delay is not caused by the acts or omissions of the Owner or
the Architect or their agents or employees or by forces or circumstances beyond the reasonable control of the
Contractor, the Contractor agrees to compensate the Owner with an agreed upon liquidated damages amount of
$1,000 per day.
ARTICLE"10 PROTECTION OF PERSONS AND PROPERTY
~ 10.1 SAFETY PRECAUTIONS AND PROGRAMS
~ 10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and
programs in connection with the performance of the Contract.
~ 10.2 SAFETY OF PERSONS AND PROPERTY
~ 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to
prevent damage, injury or loss to:
.1 employees on the Work and other persons who may be affected thereby;
.2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the
site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub-
subcontractors; and
.3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements,
roadways, structures and utilities not designated for removal, relocation or replacement in the course
of construction.
~ 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful
orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss.
~ 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract,
reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards,
promulgating safety regulations and notifying ow~ers 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
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In it.
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.
~ 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty
shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise
designated by the Contractor in writing to the Owner and Architect.
~ 10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its
safety.
~ 10.3 HAZARDOUS MATERIALS
~ 10.3.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons
resulting from a material or substance, including but riot limited to asbestos or polychlorinated biphenyl (PCB),
encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop
Work in the affected area and report the condition to the Owner and Architect in writing.
~ 10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material
or substance reported by the Contractor and, in the event such material or substance is found to be present, to verify
that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in
writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests
verifying the presence or absence of such material or substance or who are to perform the task of removal or safe
containment of such material or substance. The Contractor and the Architect will promptly reply to the Owner in
writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If
either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall
propose another to whom the Contractor and the Architect have no reasonable objection. When the material or
substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner
and Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be increased in the
. amount of the Contractor's reasonable additional costs of shut-down, delay and start-up, which adjustments shall be
accomplished as provided in Article 7.
~ 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor,
Subcontractors, Architect, Architect's consultants and agents and employees of any of them' from and against
claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from
performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or
death as described in 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) and provided that such damage, loss or expense is not due to the sole negligence of a
party seeking indemnity.
~ 10.4 The Owner shall not be responsible under Section 10.3 for materials and substances brought to the site by the
Contractor unless such materials or substances were required by the Contract Documents.
~ 10.5 Subject to the limitation of the Oregon Constitution and the Oregon Tort Claims Act, if, without negligence
misfeasance or malfeasance on the part of the Contractor, the Contractor is held liable for the cost of remediation of
a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the
Owner shall indemnify the Contractor for all cost and expense thereby incurred.
~ 10.6 EMERGENCIES
~ 10.6.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's
discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by
the Contractor on account of an emergency shall be determined as provided in Section 4.3 and Article 7.
10.7 INDIAN GRAVE AND PROTECTED OBJECTS
10.7.1 Contractor warrants that it will observe all applicable requirements of ORS 97.740 regarding Indian Graves
and Protected Objects and as required by ORS 358.905 through 358.961 and ORS 390.235 through 390.240.
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10.7.2 In the event Contractor or any Subcontractor or agents discover, become aware of, or find any Native Indian
Artifacts, sites, human remains, or funerary objects at the site, Contractor shall immediately safeguard the artifacts
and site, halt construction activities at the area ofthe find, and immediately notify the Owner. Such artifacts may
include, but are not limited to, charred or cracked rocks or charcoal layers of soil indicating a hearth or oven, stone
chips of obsidian and other colored rocks, stone bowls, arrow and spear points, stone tools, and bone fragments. All
artifacts found shall be turned over to the Owner for appropriate disposition in accordance with applicable law.
Upon receipt of notification, the Owner will retain a consultant archeologist to conduct an initial assessment of
significance of the find. The Contractor and Owner shall work together to comply with all applicable requirements
of ORS 97.740 in a manner which has the least impact upon the construction schedule. If compliance requires some
adjustment of the schedule, a Change Order will be processed to extend the Contract time.
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 the employee and liability insurance described below to
protect the Contractor and the Owner from all claims set forth below which may arise out of or result from the
Contractor's operations under the Contract and for which the Contractor may be legally liable, whether such
operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them,
or by anyone for whose acts any of them may be liable. All policies of insurance shall be written as primary policies,
. not contributing or excess of any other existing insurance, and shall add, as additional named insured, the Owner, its
officers, agents and employees. Failure to maintain the insurance required under this Article shall be grounds for
iriunediate termination under Section 14.2.2, provided that, the Owner may order cease-work immediately and
without the notice required by Section 14.2.2 if the Owner discovers that any required policy of insurance is not then
in effect:
.1
.2
claims under workers' compensation, disability benefit and other similar employee benefit acts which
are applicable to the Work to be performed;
claims for damages because of bodily injury, occupational sickness or disease, or death of the
Contractor's employees;
claims for damages because of bodily injury, sickness or disease, or death of any person other than
the Contractor's employees;
claims for damages insured by usual personal injury liability coverage;
claims for damages, other than to the Work itself, because of injury to or destruction of tangible
property, including loss of use resulting therefrom;
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;
claims for bodily injury or property damage arising out of completed operations; and
claims involving contractual liability insurance applicable to the Contractor's obligations under
Section 3.18.
.3
.4
.5
.6
.7
.8
~ 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified below
or required by law, whichever coverage is greater. Coverages, whether written on an occurrence form basis, shall be
maintained without interruption from date of commencement of the Work until date of final payment and
termination of any coverage required to be maintained after final payment.
~ 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of
the Work. These certificates and the insurance policies required by this 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. In the event of cancellation or loss of Insurance for reasons beyond Contractor's
control, Contractor will have 7 days to obtain replacement coverage. If any of the foregoing insurance coverages are
required to remain in force after final payment and are reasonably available, an additional certificate evidencing
continuation of such coverage shall be submitted with the final Application for Payment as required by Section
9.10.2. Information concerning reduction of coverage on account of revised limits or claims paid under the General
Aggregate, or both, shall be furnished by the Contractor with reasonable promptness in accordance with the
Contractor's information and belief.
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11.1.3.1 The required form of Insurance Certificate shall be ACORD 25-S.
11.1.3.2 Nothing contained in these insurance requirements shall be construed as limiting the extent of the
Contractor's responsibility for payment for damages resulting from the Contractor's operations under this Contract.
11.1.4 Policy Limits:
.1 Workers Compensation, Disability, Medical: Coverage shall be provided for all claims as provided by
law and under any labor contract or agreement.
.2 Employer Liability: Contractor shall maintain insurance against employer liability with a limit of
coverage not less than $550,000.
.3 Contractor Liability: Contractor shall maintain either a policy of general liability insurance covering
Contractor's obligations hereunder or a general liability policy endorsed to provide the policy limits
specified below separately and independently for the Contractor's obligations hereunder, so that the
minimum required per occurrence and aggregate limits cannot be diminished by claims e~cept for
those related to the Work of this Contract. The separate coverages, policy types and limits as follows:
.1 Bodily Injury: Coverage limits of $1,000,000 per occurrence and $2,000,000 annual .
aggregate. .
.2 Personal Liability: Coverage limits of $1,000,000 annual aggregate.
.3 Property Liability: Coverage limits of $1 ,000,000 per occurrence and $2,000,000 annual
aggregate and shall cover damages, other than to the Work itself, because of injury to or
distribution of tangible property, including loss resulting from explosion, collapse and
underground damage and loss of use resulting from covered property damage.
.4 Products and Completed Operations: Coverage limits of $1,000,000 per occurrence and
$2,000,000 annual aggregate and shall provide for claims for bodily injury or property
damage arising out of the products supplied and completed operations.
.5 Contractor Liability: Coverage limits of $1,000,000 per occurrence and $2,000,000 annual
aggregate and cover all Contractor obligations under Section 3.18, with hold harmless
coverage.
.4 Automobile Liability: Contractor shall provide coverage for damages of bodily injury, death of a
person or property damage arising our of ownership, maintenance or use of a motor vehicle, including
owned, non-owned, and hired vehicles and including all medical, personal injury protection and no-
fault insurance required by state law, with coverage limit of $1,000,000 per occurrence.
.5 Watercraft and Aircraft Liability: If watercraft or aircraft are utilized in the Work, Contractor shall
provide Watercraft Liability, owned and non-owned, and Aircraft Liability, owned and non-owned, as
applicable, each with coverage limits of $1,000,000 per occurrence.
~ 11.2 OWNER'S LIABILITY INSURANCE
~ 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance.
~ 11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE
~ 11.3.1 Optionally, the Owner may require the Contractor to purchase and maintain Project Management Protective
Liability insurance from the Contractor's usual sources as primary coverage for the Owner's, Contractor's and
Architect's vicarious liability for construction operations under the Contract. Unless otherwise required by the
Contract Documents, the Owner shall reimburse the Contractor by increasing the Contract Sum to pay the cost of
purchasing and maintaining such optional insurance coverage, and the Contractor shall not be responsible for
purchasing any other liability insurance on behalf of the Owner. The minimum limits of liability purchased with
such coverage shall be equal to the aggregate of the limits required for Contractor's Liability Insurance
~ 11.3.2 To the extent damages are covered by Project Management Protective Liability insurance, the Owner,
Contractor and Architect waive all rights against each other for damages, except such rights as they may have to the
proceeds of such insurance. The policy shall provide for such waivers of subrogation by endorsement or otherwise.
(Paragraphs deleted)
~ 11.4 PROPERTY INSURANCE
~ 11.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully
authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder's
risk "all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract
Init.
AlA Document A2011'" -1997. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlAe> Oocument is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlAe> Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 41
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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 Se~tion 11.4 to be covered,
whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub-
subcontractors i,n the Project.
~ 11.4.1.1 Property insurance shall be on an "all_risk" or equivalent policy form and shall include, without limitation,
insurance against the perils of fIre (with extended coverage) and physical loss or damage including, without
duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework,
testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any
applicable legal requirements, and shall cover reasonable compensation for Architect's and Contractor's services
and expenses required as a result of such insured loss.
~ 11.4.1.2 If the Owner does not intend to purchase such property insurance required by the Contract and with all of
the coverages in the amount described above, the Owner shall so inform the Contractor in writing prior to
commencement of the Work. The Contractor may then effect insurance which will protect the interests of the
Contractor, Subcontractors and Sub-subcontractors in the Work, and by appropriate Change Order the cost thereof.
shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or
maintain insurance as described above, without so notifying the Contractor in writing, then the Owner shall bear all
reasonable costs properly attributable thereto.
~ 11.4.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such
deductibles.
~ 11.4.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work
in transit.
~ 11.4.1.5 Partial occupancy or use in accordance with 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.
11.4.1.6 The insurance required by Section 11.4 is not intended to cover machinery, tools, or equipment owned or
rented by the Contractor which are utilized in the performance of the Work but not incorporated into the permanent
improvements. The Contractor shall, at the Contractor's own expense, provide insurance coverage for owned or
rented machinery, tools, or equipment which shall be subject to provisions of Section 11.4.7.
~ 11.4.2 Boiler and Machinery Insurance. Unless covered under the Builder's All-Risk insurance provided in
accordance with Section 11.4.1, the Owner shall purchase and maintain boiler and machinery insurance required by
the Contract Documents or by law, which shall specifically cover such insured objects during installation and until
final acceptance by the Owner; this insurance shall include interests of the Owner, Contractor, Subcontractors and
Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds.
~ 11.4.3 Loss of Use Insurance. The Owner, at the Owner's option, may purchase and maintain such insurance as
will'insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused.
~ 11.4.4 If the Contractor requests in writing that insurance for risks other than those described herein or other
special causes of loss be included in the property insurance policy, the Owner shall, if the Owner has an insurable
interest and otherwise possible, include such insurance, and the cost thereof shall be charged to the Contractor by
appropriate Change Order.
~ 11.4.5 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent
to the site by property insurance under policies separate from those insuring the Project, or if after final payment
property insurance is to be provided on the completed Project through a policy or policies other than those insuring
AlA Document A201™ -1997. Copyright @ 1911, 1915, 1918,1925,1937,1951,1958,1961,1963,1966,1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlAe> Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 42
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Init.
the Project during the construction period, the Owner shall waive all rights in accordance with the terms of Section
11.4.7 for damages caused by fire or other causes of loss to the extent paid by this separate property insurance. At
Contractor's request, and to the extent that the waiver hereunder does not diminish or negate coverage provided by
such policies, all separate policies shall provide this waiver of subrogation by endorsement or otherwise.
~ 11.4.6 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that
includes insurance coverages required by this Section 11.4. Each policy shall contain all generally applicable
conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision
that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days'
prior written notice has been given to the Contractor. Owner shall be entitled to obtain a copy of all insurance
provided by Contractor under Section 11.4 and Contractor shall be entitled to obtain a copy of all insurance provided
by the Owner under Section 11.4.
~ 11.4.7 Waivers of Subrogation. The Owner and Contractor waive all rights against (1) each other and any of their
subcontractors, sub-subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's
consultants, separate contractors described in Article 6, if any, and any of their subcontractors, sub-subcontractors,
agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance
obtained pursuant to this Section 11.4 or other property insurance applicable to the Work, except to the extent that
such waiver would nullify or diminish any available insurance coverage. The Owner or Contractor, as appropriate,
shall require of the Architect, Architect's consultants, separate contractors described in Article 6, if any, and the
subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where
legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall
provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a
person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or
otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an
insurable interest in the property damaged.
~ 11.4.8 If insurance payments are made solely to the Owner loss insured under Owner's property insurance shall be
adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests
may appear, subject to requirements of any applicable mortgagee clause and of Section 11.4.10. The Contractor
shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate
agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-
subcontractors in similar manner.
(Paragraphs deleted)
~ 11.4.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in
interest shall object in writing within five days after occurrence of loss to the Owner's exercise of this power; if such
objection is made, the dispute shall be resolved as provided in Sections 4.5 and 4.6. The Owner as fiduciary shall, in
the case of arbitration, make settlement with insurers in accordance with directions of the arbitrators. If distribution
of insurance proceeds by arbitration is required, the arbitrators will direct such distribution.
~ 11.5 PERFORMANCE BOND AND PAYMENT BOND
~ 11.5.1 The Contractor shall furnish performance and labor and material payment bonds covering faithful
performance of the Contract and payment of obligations arising thereunder. The costs of the bonds shall be included
in the Contract Sum. The amount of each bond sh~ll be equal to 100 percent of the Contract Sum. Submit on AlA
Document A312, latest edition.
~ 11.5.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment
of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall permit a
copy to be made.
ARTICLE 12 UNCOVERING AND CORRECTION OF WORK
~ 12.1 UNCOVERING OF WORK
~ 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically
expressed in the Contract Documents, it must, if required in writing by the Architect, be uncovered for the
Architect's examination and be replaced at the Contractor's expense without change in the Contract Time.
Init.
AlA Document A201TU -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970,1976,1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlAe> Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlAe> Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 43
maximum extent possible under the law. This document was produced by AlA software at 13:34:37 on 01/30/2008 under Order NO.1 000299269_1 which
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~ 12.1.2 If a portion of the Work has been covered which the Architect has not specifically requested to examine
prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If
such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate
Change Order, beat the Owner's expense. If such Work is not in accordance with the Contract Documents,
correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate
contractor in which event the Owner shall be resporisible for payment of such costs.
~ 12.2 CORRECTION OF WORK
~ 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION
~ 12.2.1.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the
requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or
not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and
inspections and compensation for the Architect's services and expenses made necessary thereby, shall be at the
Contractor's expense.
~ 12.2.2 AFTER SUBSTANTIAL COMPLETION
~ 12.2.2.1 In addition to the Contractor's obligations under 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
performance of the Work.
~ 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the
Contractor pursuant to this Section 12.2.
~ 12.2.3 The Contractor shall remove from the site portions of the Work which are not in accordance with the
requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner.
~ 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or
. partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work
which is not in accordance with the requirements of the Contract Documents.
~ 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to
other obligations which the Contractor might have under the Contract Documents. Establishment of the one-year
period for correction of Work as described in 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
~ 12.3.1 If the Owner prefers to accept Work which is not in accordance with the requirements of the Contract
Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum
will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has
been made.
Init.
AlA Document A2D1™ -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970,1976,1987 and 1997 by The American
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maximum extent possible under the law. This document was produced by AlA software at 13:34:37 on 01/30/2008 under Order No.1 000299269_1 which
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ARTICLE 13 MISCELLANEOUS PROVISIONS
. ~ 13.1 GOVERNING LAW
I ~ 13.1.1 The Contract shall be governed by the law of the place where the Project is located. See also Article 15.
~ 13.2 SUCCESSORS AND ASSIGNS
~ 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal.
representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other
party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided
in 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 an institutional lender or bond
insurer or trustee providing construction financing or supervision for the Project. In such event, the lender shall
assume the Owner's rights and obligations under the 'Contract Documents. The Contractor shall execute all consents
reasonably required to facilitate such assignment.
~ 13.3 WRITTEN NOTICE
~ 13.3.1 Written notice shall be deemed to have been duly served if delivered in person to the individual or a member
of the fIrm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by
registered or certified mail to the last business address known to the party giving notice.
~ 13.4 RIGHTS AND REMEDIES
~ 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder
shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available
by law.
~ 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty
afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a
breach thereunder, except as may be specifically agreed in writing.
~ 13.5 TESTS)AND INSPECTIONS
~ 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws,
ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time.
Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an
independent testing laboratory or entity selected by the Owner, or with the appropriate public authority, and shall
bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of
when and where tests and inspections are to be made so that the Architect may be present for such procedures. The
Owner shall bear costs of tests, inspections or approvals which do not become requirements until after bids are
rec.eived or negotiations concluded.
~ 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require
additional testing, inspection or approval not included under 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 Owner's and 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.
Init.
AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958.1961,1963, 1966, 1970, 1976, 1987 and 1997 by The American
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reproduction or distribution of this AlAe> Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 45
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~ 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents. the
Architect will do so promptly and, where practicable, at the normal place of testing.
~ 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid
unreasonable delay in the Work.
~ 13.6 INTEREST
~ 13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at
the legal rate prevailing from time to time at the place where the Project is located.
~ 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD
~ 13.7.1 As between the Owner and Contractor:
.1 Before Substantial Completion. As to acts or failures to act occurring prior to the relevant date of
Substantial Completion, any applicable statute of limitations shall commence to run and any alleged
cause of action shall be deemed to have accrued in any and all events not later than such date of
Substantial Completion;
.2 Between Substantial Completion and Final Certificate for Payment. As to acts or failures to act
occurring subsequent to the relevant date of Substantial Completion and prior to issuance of the final
Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged
cause of action shall be deemed to have accrued in any and all events not later than the date of
issuance of the final Certificate for Payment; and
.3 After Final Certificate for Payment. As to acts or failures to act occurring after the relevant date of
issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to
run and any alleged cause of action shall be deemed to have accrued in any and all events not later
than the date of any act or failure to act by the Contractor pursuanHo any Warranty provided under
Section 3.5, the date of any correction of the Work or failure to correct the Work by the Contractor
under Section 12.2, or the date of actual commission of any other act or failure to perform any duty or
obligation by the Contractor or Owner, whichever occurs last.
ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT
~ 14.1 TERMINATION BY THE CONTRACTOR
~ 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days
through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any
other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for
any of the following reasons:
.1 issuance of an order of a court or other public authority having jurisdiction which requires all Work to
be stopped;
.2 an act of government, such as a declaration of national emergency which requires all Work to be
stopped; .
.3 because the Architect has not issued a Certificate for Payment and has not notified the Contractor of
the reason for withholding certification as provided in 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
(Paragraph deleted)
~ 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 and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery,
including reasonable overhead, profit and damages.
~ 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a
Subcontractor or their agents or employees or any other persons performing portions of the Work under contract
with the Contractor because the Owner has persistently failed to fulfill the Owner's obligations under the Contract
Init.
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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 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper
materials;
.2 fails to make payment to Subcontractors for materials or labor in accordance with the respective
,agreements between the Contractor and the Subcontractors;
.3 persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having
jurisdiction; or
.4 otherwise is guilty of substantial breach of a provision of the Contract Documents.
~ 14.2.2 Except in the case of failure to maintain the required insurance by Section 11.1, in which case no
certification from the Architect or written notice shall be required, when any of the above reasons exist, the Owner,
upon certification by the Architect that sufficient cause exists to justify such action, may without prejudice to any
other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days'
written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety:
.1 take possession of the site and of all materials, equipment, tools, and construction equipment and
machinery thereon owned by the Contractor;
.2 . accept assignment of subcontracts pursuant to Section 5.4; and
.3 finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the
Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by
the Owner in finishing the Work.
~ 14.2.3 When the Owner terminates the Contract for one of the reasons stated in 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 including,
but not limited to, the cost of Owner's staff time, and not expressly waived, such excess shall be paid to the
Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the
Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Architect,
upon application, and this obligation for payment shall survive termination of the Contract.
~ 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE ,
~ 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in
whole or in part for such period of time as the Owner may determine.
~ 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by
suspension, delay or interruption as described in 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
Init.
AlA Document A201™ -1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlAe> Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlAe> Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 47
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.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 completed.
14.5 TERMINATION BY OWNER FOR CAUSE OTHER THAN BREACH
14.5.1 The Owner may terminate the Contract for cause other than breach if the Owner determines that
termination is in the public interest due to circumstances beyond the reasonable control of the Owner, including, but
not limited to, the development or discovery of unanticipated environmental conditions, unforeseen changes in law
that make completion of the Project illegal or impracticable, significant changes in the financial conditions or
catastrophic events.
14.5.2 Upon receipt of a written notice from the Owner 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 of the Work, and
.3 Except for Work directed to be performed priorto the effective date of the termination stated in the
notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts
and purchase orders.
ARTICLE 15 LOCAL, STATE AND FEDERAL AGENCIES
15.1 In compliance with ORS 279C.525, the Contractor is made aware that the following agencies have enacted.
ordinances or regulations relating to the prevention of environmental pollution or the preservation of natural
resources which may affect the performance of this Contract. The following is a list of these agencies. The list may
not be complete, other agencies may also have enacted ordinances or regulations that may apply to this Contract.
15.1.1 Federal Agencies:
.1 Department of Agriculture
.2 Forest Service
.3 Soil Conservation Service
.4 Department of the Army Corp of Engineers
.5 Coast Guard
.6 Department of Health and Human Services
.7 Department of the Interior
.8 Bureau ofIndian Affairs
.9 Bureau of Land Management
.10 Bureau of Outdoor Recreation
.11 Department of Commerce
.12 Fish and Wildlife Service
.13 Office of Surface Mining
.14 Reclamation and Enforcement
.15 Department of Labor
.16 Occupational Safety and Health Administration
.17 Mine Safety and Health Administration
.18 Department of Transportation
.19 Federal Highway Administration
.20 Environmental Protection Agency
15.1.2 State Agencies:
.1 Department of Agriculture
.2 Department of Energy
.3 Department of Environmental Quality
Init.
AlA Document A201l101-1997. Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963, 1966, 1970,1976,1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlAe> Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 48
reproduction or distribution of this AIAflJ 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 produced by AlA software at 13:34:37 on 01/30/2008 under Order No. 1 000299269_1 which
expires on 5/3/2008, and is not for resale.
User Notes: . (1682946390)
1 __:
.4 Department of Fish and Wildlife
.5 . Department of Forestry
.6 Department of Geology and Minerals
.7 Department of Human Resources
.8 Land Conservation and Development Commission
.9 Division of State Lands
.10 State Soil and Water Conservation Commission
.II Water Resources Department
.12 Oregon Department of Transportation
15.1.3 Local Agencies:
.1 Common Council, City of Springfield
.2 Planning Commission, City of Springfield
.3 Lane County Board of Commissioners
.4 Lane County Planning Commission
.5 Lane Regional Air Pollution Authority
.6 Springfield Utility Board
Init.
AlA Document A201™ -1997. Copyright @ 1911,1915,1918.1925,1937,1951,1958,1961,1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlAe> Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 49
reproduction or distribution of this AIAflJ 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 produced by AlA software at 13:34:37 on 01/30/2008 under Order NO.1 000299269 1 which
expires on 5/3/2008, and is not for resale. -
User Notes: (1682946390)