The URL can be used to link to this page

Home My Public Portal About139-2011 - Metro - Crane Inc - NSP 3 Construction ManagerAIA® � rM =a Document C132 —2009 Standard Form of Agreement Between Owner and Construction Manager as Adviser AGREEMENT made as of the day of in the year 2011 ;. .-._,... (In words, indicate day, month and year.) This document has important legal BETWEEN the Owner: consequences. Consultation with (Name, legal status, address and other information) an attorney is encouraged with respect to its completion or City of Richmond, Indiana modification. (by and through its Board of Public Works and Safety) This document is intended to be 50 North 5th Street used in conjunction with AIA Richmond, IN 47374 Documents Al32T^1-2009, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition; A232T"'-2009, General Conditions of the Contract for and the Construction Manager: Construction, Construction (Name, legal status, address and other information) Manager as Adviser Edition; and B132T"-2009, Standard'Form of Crane, Ind. Agreement. Between Owner and 340 N.W. E Street Architect,'C.onstruction Manager P.Q. Box 1823 as'AdviserEdition. Richmond, IN 47374 AIA Document A232TA1-2009 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. for the following Project: (Name, locution and detailed description) Vaile Neighborhood Stabilization Project ("NSP-31t) ... . The Owner and Construction Manager agree as follows. Contract Number 13f 2011 AIA Document C1327m — 2009 (formerly B801 TMCMa—1992). Copyright @ 1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. WARNING: This Al a Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Al a Document, or any portion of it, may result m severe civil and criminal penalties, and will be prosecuted to the maximum extent ! possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects, legal counsel, copyright@aia.org. § 1.1.4 The Owner's anticipated design and construction schedule: .1 Design phase milestone dates, if any: .2 Commencement of construction: .3 Substantial Completion date or milestone dates: .4 Other: Timeline (tentative) is attached hereto and incorporated by reference. Parties agree to abide by the Timeline, § 1.1.5 The Owner intends the following procurement method for the Project: (Identify method such as competitive bid, negotiated Contract or multiple Prime Contracts.) Competitive bids. § 1.1.6 The Owner's requirements for accelerated or fast -track scheduling, multiple bid packages, or phased construction are set forth below: (List number and type of bid/procurement packages.) N/A § 1.1.7 Other Project information: (Identify special characteristics or needs of the Project not provided elsewhere, such as environmentally responsible design or historic preservation requirements) is attached hereto as "Neighborhood Stabilization Program (NSP) Guidelines" attachment and incorporated by reference.;- Parties agree to abide by the NSP Guidelines. § 1.1.8 The Owneridentifies. the following representative in accordance with Section 5.5. (List name, address and other information) Tony Foster,' Director, Department of Metropolitan..:Development Sharon Palmer, Grant Specialist, Dept, of Metropolitan Development Kim Vessels, Assistant City Attorney, 50 North 5th Street, Richmond, IN 47374 Init. AIA Document C1327m — 2009 formerly !EIBOI "CMa—11992). Copyright @ 1973, 1980, 1992 and 2009 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 3 of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent i possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org.. § 1.1.9 The persons or entities, in addition to the Owner's representative, who are required to review the Construction AIA Document — 2009 formerly B801 imGMa—1992). Copyright 01973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 4 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, a=mail The American Institute of Architects' legal counsel, copyright@aia.org: § 1.1.13 The Construction Manager's consultants retained under Basic Services, if any: .1 Cost Estimator: (List name, legal status, address and other information) § 1.2 The Owner and Construction Manager may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Construction Manager shall appropriately adjust the schedules, the Construction Manager's services and the Construction Manager's compensation,::.: ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES § 2.1 The .Construction Manager shall provide the services as set forth in this Agreement. § 2.2 The Construction Manager shall perform its services consistent with the skill and care ordinarily provided by construction managers practicing in the same or similar locality under the same or similar circumstances. The Construction Manager shall perform its services as expeditiously as is consistent with such skill and care and the orderly progress of the Project. § 2.3 T ed t § 2.4 The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the. Project:` § 2.5 Except with the Owner's knowledge and consent, the Construction Manager;shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Construction Manager's judgment with respect to this Project. AIA Document C132" — 2009 formerly B801 T CMa—1992). Copyright @ 1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AEA® 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 2.6 The Construction Manager shall maintain the following insurance for the duration of this Agreement, if any of the requirements set forth below exceed the types and limits the Construction Manager normally maintains, the Owner_ shall reimburse the Construction Manager for any additional cost. § 2.6 t Comprehensive General Liability with policy limits of not less than Three Hundred Thousand xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx Dollars ($ 3,00, 000.00 xxxxxxxxxxxx) for each occurrence and in the aggregate for bodily injury; and property damage. . § .2.6.2 Automobile Liability covering owned and rented vehicles operated by the Construction Manager with policy limits of not less than Three Hundred Thousand xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx Dollars ($ .300, 000.00 xxxxxxxxxxxxxx) combined single limit and aggregate for bodily injury and property damage. § 2.6.3 The Construction. Manager may use umbrella or excess liability insurance to achieve the required coverage for Comprehensive: General Liability and Automobile Liability, provided that such umbrella or excess insurance results in :...the same type of.coverage as required for the individual policies. § 2 6 4 W41ccrs' Compensation,: at statutory limits and Employers Liability with a policy limit of not less than One Hundred Thousand:xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx Dollars ($100,00:0.00 xxxxxxxxXXxxxxxxxxxx). § 2.6.5 Professional: Liability covering the Construction Manager's negligent acts, errors and omissions in its performance of seivic6:.with policy limits of not less than One Million. xxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx Dollars($.1000,000.00 xxxxxxxxxxxxxxxxx) Per claim and in the aggregate. §' 2 6 6 The.Eonstruotion Manager shall provide to: the Owner certificates of insurance evidencing compliance:with the requirements m this Section 2.6: The certificates will show the, Owner as an additional insured on the Comprehensive General Liability; Automobile Liability, uinbrella or excess policies. ARTICLE 3 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES § 3.1 I]efinition The Construction_ Manager's Basic Services consist of those described in Sections 3.2 and 3.3 and include usual and customary construction coordination and scheduling, constructability review, cost estimating, and allocation of construction activitiesamong: the Multiple Prime Contractors. §.3.2 Preconstruction:Phase § 3.2.1 The Construction Manager shall review the program furnished by the Owner and any evaluation of the Owner's program >.provided.6ythe Architect, to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner and Architect. § 3.2.2 The Construction Manager shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other. § 3.2.3 The Construction Manager shall prepare, and deliver to the Owner, a written Construction Management Plan that includes, at a minimum, the following: (1) preliminary evaluations required in Section 3.2.2, (2) a Project schedule, (3) cost estimates, (4) recommendations for Project.. delivery method, and (5) Contractors' scopes of Work, i f multiple -,Contractors ofast-traclrconstruction will be used. The Construction Manager shall periodically update the Construction Management Plan over the course of"the Project: - - § 3.2.4 Based on preliminary design and.other design criteria prepared by the Architect, the Construction Manager shall prepare preliminary estimates of the Cost of the World or the cost of program requirements using area, volume or similar conceptual' estimating techniques for the Architect's review and Owner's approval. suggests ns. § 3.2.5 The Construction Manager shall expeditiously review design documents during their development and advise the Owner and Architect on proposed site use and improvements, selection of materials, and building systems and equipment. The Construction Manager shall also provide recommendations to the Owner and Architect on constructability, availability of materials and labor, sequencing for phased construction, time requirements for [nit. AIA Document C132T — 2009 Lformerly B801 i°"CMa 1992). Copyright ©1973; 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved: WARNING: This AEA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 6 of this AIA0 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent f possible under the law- purchasers are permitted to reproduce ten (10) copies of this document when completed: To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. procurement, installation and construction, and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life -cycle data, and possible cost reductions. § 3.2.6 The Construction Manager shall prepare and periodically update the Project schedule included in the Construction Management Plan for the Architect's review and the Owner's acceptance. The Construction -Manager shall obtain the Architect's approval for the portion of the Project schedule relating to the performance of the Architect's services. The Project schedule shall coordinate and integrate the Construction Manager's services, the Architect's services, other Owner consultants' services, and the Owner's responsibilities and highlight items that ---could affect the Project's timely completion. ........... ... §3.2.7As-he Architza prugresseg with t d 41-Ara n ,,pdato_. at- app-epriaty, iRte vatsag;;yW to by the 4wtle-Cstt�tE nt. T13Bi35t6iiftelude eatAittgefteies for deaigti, n, and markvt es+i i3a the 6ost of the Work. Stteh eskmates shall be provided for the Archi 's t tl,o n„ a]_ -r�1 c � 4k z�-Be the Owner- and Af:ehiteet if it appeffs tita § 3.2.8 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall consult with the Owner and Architect and make recommendations whenever the Construction Manager determines that design details adversely affect constructability, cost or schedules. § 3.2.9 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding the assignment of responsibilities for temporary Project facilities and equipment, materials and services for common use of the Contractors. The Construction. Manager shall verify that such requirements and assignment of responsibilities are included in the proposed Contract Documents. § 3.2.10 The Construction Manager shall provide recommendations and information to the Owner regarding the allocation of responsibilities for safety' programs among the Contractors. § 3.2.11 The Construction Manager shall provide recommendations to the Owner on the division of the Project into individual Contracts for the construction of various categories of Work, including the method to be used for selecting Contractors and awarding Contracts. If multiple Contracts are to be awarded; the Construction Manager shall review the Drawings and Specifications and make recommendations as required to provide that (1) the Work of the Contractors is coordinated, (2) all requirements for the Project are assigned to the appropriate Contract, (3) the likelihood of jurisdictional disputes is minimized, and (4) proper coordination is provided for phased construction. § 3.2.12 The Construction Manager shall update the Project schedule to include the components of the Work, including phasing of construction, times of commencement and completion required of each Contractor, ord@ritag a -a deli*ei:.. Y ordered well and ifieludiRg those thfft mast beof + .. +: the of t�tl: 9 § 3.2.13 T +Ose"that 'liit;l$tt-DAP_._...__ _ well in § 3.2.14 The Construction Manager shall assist the Owner in selecting, retaining and coordinating the professional services of surveyors, special consultants and testing laboratories required for the Project. § 3.2.15 The C Pto*t an § 3.2.16 The Construction Manager shall assist the Owner in obtaining information regarding applicable requirements for equal employment opportunity programs, and other programs as may be. required by governmental and for quasi governmental authorities for inclusion in the Contract Documents. AIA Document C1321— 2009 formerly 8801 T""CMa—1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. 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 7 ! possible under the law. purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 3.2.17 Following the Owner's approval of the Drawings and Specifications, the Construction Manager shall update and submit the latest estimate of the Cost of the Work and the Project schedule for the Architect's review and the Owner's approval. Con ,.. If the Owner and Contractor modify AIA Document A232 2009, those modifications shall not affect the Construction Manager's services under this Agreement unless the .Owner and the Construction Manager amend this. Agreement. § 3.3.4 The Construction Manager shall provide administrative, management and related services to coordinate scheduled activities and:responsibilities of the Multiple Prime Contractors with each other and with those of the Construction Manager, the Owner and the Architect. The Construction Manager shall coordinate the activities of the. Multiple Prime Contractors in accordance with the latest approved Project schedule and the Contract Documents. § 3.3.5 Utilizing the construction schedules provided by the Multiple Prime Contractors, the Construction Manager, shall update the Project schedule, incorporating the activities of the Owner, Architect, and Multiple Prime Contractors on the Project, including activity sequences and durations, allocation. of labor and materials, processing of Shop Drawings, Product Data and Samples, and delivery and`procurement of products, including those that must be',ordered well in advance of construction. The Project schedule shall include the Owner's occupancy requirements showing portions of the Project having occupancypriority, The Construction Manager shall update and.reissue the Project . schedule as required to show current conditions. If an. update indicates that the previously approved Project schedule may not .be met ;the Construction '+Manager shall recommend corrective action; if any, to the Owner and Architect. §136 The, Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, pzogress, coordination and scheduling of the Work. The Construction Manager::shall prepare and promptly distribute minutes to the Owner, Architect and Multiple Prime Contractors: AIA Document C1321"" — 2009 formerlyB801 TM"CIVla — 1992).;Copyright @ 1973, 1980, 1992 and 2009 by. The:American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and Intemational 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To. report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 3.3.8 T r t. § 3.3.9 The Construction Manager shall endeavor to obtain satisfactory performance from, each: of the Multiple Prime Contractors. The Construction Manager shall recommend courses of action to the Owner when requirements of a Contract are not being fulfilled. § 3.3.10 :. ii:: ,.,. t:.,:t:. S 41 pf-O .FOSEI . _a esti._....tes nu�ti� r �tn uiriGompleted tasks an.d ndvis& the, Owner- H-Rd Ar-ehkee� as to vttrifffiees beEween aettal and btidgeted or estimated c +_.,.. an Gelatrate there steneies or- i.. a., -Informaf-i on presented. The G Manager shall Wfier- § 3.3.11 The- C t. § 3.3.12 The Construction Manager shall maintain accounting records on authorized Work performed under unit costs, additional Work performed on the basis of actual costs of labor and materials, and other Work requiring accounting records. § 3.3.12.1 The Construction Manager shall develop and implement procedures for the review and processing of Applications for Payment by Multiple Prime Contractors For progress and final payments. § 3.3.12.2 Not more frequently than monthly; the Construction Manager shall review and certify the amounts due the respective Contractors as follows: .1 Where there is only one: Contractor responsible for performing the Work, th'e Construction Manager shall, within seven days after the Construction Manager receives the Contractor's Application for Payment, review the Application, certify the amount the Construction Manager determines is due the Contractor, and forward the Contractor's Application and Certificate for Payment to the Architect. .2 Where there are Multiple Prime Contractors responsible for performing different portions of the Project, the Construction Manager shall, within seven days after the Construction Manager receives each Contractor's Application for Payment: (1) review the Applications and certify the amount the Construction Manager determines is due each Contractor, (2) prepare a Summary of Contractors' Applications for Payment by summarizing information from each Contractor's Application for Payment, (3) prepare a Project Application and Certificate for Payment, (4) certify the total amount the Construction Manager determines is due all Multiple Prime Contractors collectively, and (5) forward :the Summary of Contractors' Applications for Payment and Project Application and Certificate for ` Payment to the Architect. § 3.3.12.3 The Construction Manager's certification for payment shall constitute a representation to the Owner, based on the Construction Manager's evaluations of the Work and on the data comprising the Contractors' Applications for Payment, that, to the best of the Construction Manager's knowledge, information and belief, the Work has progressed to the point indicated and 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 Construction ..Manager. The issuance of a Certificate for Payment 'shall further constitute a recommendation to the Architect and Owner that the Contractor be paid the amount certified. § 3.3.12.4 The certification of an Application for Payment. -or a Project Application for Payment by the Construction Manager shall not be a representation that the Construction Manager has (1) madeexhaustive or continuous on -site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences for the Contractor's own Work, or procedures; (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to AIA Document C132TM — 2009 (formerly B801 T'"CMa — 1992). Copyright O 1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 9 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 j possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American institute of Architects' legal counsel, copyright@aia.org. payment; or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 3.3.13 The Construction Manager shall review the safety programs developed by each of the Multiple Prime Contractors solely and exclusively for purposes of coordinating the safety programs with those of the other Contractors and for making recommendations to the Owner for any safety programs not included in the Work of the Multiple Prime Contractors. The Construction Manager's responsibilities. for coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contractor, Multiple Prime Contractors, Subcontractors, agents or employees of the Contractors or Multiple .Prime Contractors or. Subcontractors, or any other persons performing portions of the Work and not directly employed by the Construction 'Manager. § 3.3.14 The Construction Manager shall determine in general that the Work::of each Contractor is being performed in accordance with. the requirements of the Contract Documents and notify the Owner, Contractor and Architect of ;defects and deficiencies in the Work. The Construction Manager shall have the authority to reject Work that does not conform to the -Contract Documents and shall notify the Architect about the rejection. The failure of the Construction Manager to reject Work shall not constitute the acceptance of the Work. The Construction Manager shall record any. rejection of Work in its daily,tog and include information regarding the rejected Work in its progress reports to the Architect. and: Owner pursuant,to Section 3.3.20.1. Upon written authorization from the Owner, the Construction Manager'.M) requl_re and ih kk :arrangements for additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed, and the . .'. Construction Manager shall give timely notice to the Architect of when and where the tests and inspections are to be made so that the Architect may be present for such procedures. § 3.3.15 The Construction Manager shall advise and consult with 'the: 'Owner and Architect during the performance of its. Construction Phase Services. The Construction Manager. shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Construction Manager shall not have control over, charge of, or :. responsibility for'the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the :Work. of each of the Contractors, since these are solely the Contractor's rights and . responsibilities under the Contract Documents. The Construction Manager shall not be responsible fora Contractor's failure to. perfonn the Work in:accordance with the requirements of the Contract Documents The Construction Manager shall be responsible for the Construction Manager's negligent acts or omissions, but shall not have control over or`charge of, and shall not be responsible for, acts or omissions of the Contractor or Multiple Prime Contractors, Subcontractors, or their agents or employees, or any other persons or any other persons or entities performing portions of the Work. § 3.3.16 The Construction Manager shall transmit to the Architect requests for interpretations and requests for information of the;:mean ng and intent of the Drawings and Specifications with its written recommendation, and assist in the resolution of question.:s:that may arise. § 3.3.17 The Construction Manager shall review requests for changes, assist in negotiating Contractors' proposals, submit recommendations to the Architect and Owner, and, if they are accepted, prepare Change Orders and Construction Change Directives that incorporate the Architect's modifications to the Contract Documents. § 3.3.18 The Construction Manager shall assist the Initial Decision Maker in the review, evaluation and documentation of Claims, subject to Section 4.3.1.7. § 3,3.19 Utilizing the submittal schedules provided by each Contractor, the Construction Manager shall prepare, and revise as necessary, a Project submittal schedule incorporating information from the Owner, Owner's consultants,; Owner's separate contractors and vendors, governmental agencies, and all other participants in the Project under the management of the Construction Manager The Project submittal schedule and any revisions shall be submitted to the Architect. for approval. The Construction,Manager shall promptly review all Shop Drawings, Product data, Samples: and other; submittals from the Multiple Prime Contractors for compliance with the submittal requirements of the Contract;: coordinate submittals with information contained in related documents, and transmit to the Architect those that the .Construction Manager recommends for approval. The Construction Manager's. actions shall betaken in accordance with the Project submittal schedule approved by the Architect, or in -the absence of an approved Project submittal schedule, with such reasonable promptness as to cause no delay in the Work orin the activities of the Contractor, other Multiple Prime Contractors, the Owner, or the Architect. AIA Document C132T — 2009 formerly B801 T CMa—1992): Copyright @ 1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 10 of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent j possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 3.3.20 T ' t si , fluffiber of workers, ideittifiefftion of eqttipment, Wark aeeemplished, relevant-- § 3.3.20.1 The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information identified below: .1 Work completed for the period; .2 Project schedule status; .3 Submittal schedule and status report, including a summary of remaining and outstanding Submittals; .4 Request for information, Change Order, and Construction Change.Directive status reports; .5 Tests and inspection reports; .6 Status report of nonconfonning and rejected Work; .7 Daily logs; .8 Summary of all Multiple Prime Contractors' Applications for Payment; .9 Cumulative total of the Cost of the Work to date including the Construction Manager's compensation and reimbursable expenses at the job site, if any; .10 s; and .11 Any other items the Owner may require: including . but not limited to any required wage, benefit, and payroll information or any information required by the NSP guidelines. § 3.3.21 Utilizing the documents provided by the Contractor, the Construction Manager shall maintain at the site one copy of all Contracts, Drawings, Specifications, addenda, Change Orders and other Modifications; in "good order and marked currently to record all changes and selections made during construction, and in addition, approved Shop Drawings, Product Data, Samples and similar required submittals. The Construction Manager shall maintain records, in duplicate, of principal building layout lines, elevations of the bottom of footings, floor levels and key site elevations certified by a qualified surveyor or professional engineer. The Construction Manager shall make all such records available to the Architect and the Contractor, and upon completion of the Project, shall deliver them to the Owner. § 3.3.22 The Constntetion-M-atiager-sham afr > rflater-ials, systems and equipment that afe af k. § 3.3.24 When the Construction Manager considers each Contractor's Work or a designated portion thereof is substantially complete, the Construction Manager shall, jointly with the Contractor, prepare for the Architect a list of incomplete or unsatisfactory items and a schedule for their completion. The ConstructionManager shall assist the Architect in conducting inspections to determine whether the Work or designated:portion thereof is substantially complete. ` § 3.3.25 When the Work or designated portion thereof is substantially complete, the Construction Manager shall prepare, and the Construction Manager and Architect shall execute, a Certificate of Substantial Completion. The Construction Manager shall submit the executed Certificate to the Owner and Contractor. The Construction Manager AIA Document C132" — 2009 formerly B801 TM CRAG—1992). Copyright © 1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Inrt' reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. unauthorized reproduction or distribution 11 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. shall coordinate the correction and completion of the Work. Following issuance of a Certificate of Substantial Completion of the Work or a designated portion thereof, the Construction Manager shall evaluate the completion of the Work of the Contractor or Multiple Prime Contractors and make recommendations to the Architect when Work is E ready for final inspection. The Construction Manager shall assist the Architect in conducting final inspections. ` § 3.126 The Construction Manager shall forward to the Owner, with a copy to the Architect, the following information received from the Contractor or Multiple Prime Contractors: (1) certificates of insurance received from the Contractor or Multiple Prime Contractors; (2) consent of surety or sureties, if any, to reduction in .or partialxelease of retainage or ' the.' Waking of final payment; (3) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens; and (4) any other documentation required of the Contractor under, the Contract Documents, including warranties and similar submittals. §,3.3.27 The Construction Manager shall deliver all keys, manuals record drawings and maintenance stocks to the Owner. The Construction:Manager shall forward to the Architect.a. final Project Application for Payment and Project Certificate .far Payment or final Application for Payment and final Certificate for Payment upon the Contractor's coMP liance with ,.the requirements of the Contract Documents. § 333 28 Duties, responsibilities ,and limitations of authority of the Construction Manager asset forth in the Contract i Documents: shall not be'restricted modified or extended without written consent of the Owner; Construction Manager, .: Architect; Contractor and Multiple Prime Contractors: Consent shall not be unreasonably withheld. . ,: § 3.3.29 t , -aei . ,. _ ARTICLE 4. ADDITIONAL SERVICES " § 4.1 Additional Services listed below are not included in Basic Services but maybe required for the Project. The Construction Manager shall provide the listed Additional Services only if specifically designated in the 'table below as I the Construction Manager's responsibility, and the Owner shall compensate the: Construction Manager as provided in Section.11:.2. (Designate the Additional Services the Construction Manager shall provide in the second column of the table below. In the third column indicate whether the service description is located in Section 4.2 or in an attached exhibit. If in an ex{iibit, identify the exhibit.) ces Responsibility Location of Service Deseri i (Construction Manager, (Section 4.2 belo in an Owner or exhibit atta to this document Not Provided identified below .: .... Measured idrawings § 4'i.2 Architectural interior design " `:' 13252T'1i 2007 4.1 3' Tenant -related services 4.1.4 Commissioning (B211TW-2007 4.1.5 LEEDQ' certification B214Tm-- § 4.1.6 Furniture, furtitshings, quipme design (B253T"� ) 4.1.7 Other: crtbed in an exhibit AIA Document C132M — 2009 (formerly B801 TmCMa-1992). Copyright O@ 1973, 1980, 1992 and 2009 by The American Institute of Architects. Alf rights In reserved. WARNING: This AW Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 12 of this A10 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent t possible under the law. Purchasers arepermitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American institute of Architects' legal counsel, copyright@aia.org. § 4.3 Additional Services may be provided after execution of this Agreement, without invalidating this Agreement. Except for services required due to the fault of the Construction Manager, any Additional Services provided in accordance -with this Section 4.3 shall entitle the Construction Manager to compensation pursuant to Section 11.3. § 4.3.1 all notify the C-on e the ' P ., .2Official irate 5 .3 , .4 , , .5 Prepare ' , �0nstr o; .$ FTeyidinge Ge .7. A ..taft e to the intoo r .8 Se .. . , § 4.3.2 To avoid delay in the Construction Phase, the Construction Manager shall provide the following Additional Services, notify the Owner with reasonable promptness,' and'explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required, the Owner shall give: prompt written notice to the Construction Manager, and the Owner shall have no further obligation to compensate the Construction Manager for those services: .1 Services in evaluating an extensive number of Claims submitted by a Contractor or others in connection with the Work when the Architect is serving as the Initial Decision,Maker. .2 To the extent the Construction Manager's Basic Services are affected, providing Construction Phase Services 60 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial Completion, identified in initial Information, whichever is earlier. .3 Services required in an emergency to coordinate the activities of a Contractor or Multiple Prime Contractors in the event of risk of personal injury or serious property damage, consistent with Section . 3.3.13. § 4.3.3 ad by this A, Ht hA_ rain within f �heate , mterisiart of the G r€1 lre eornp der — ARTICLE 5 -OWNER'S RESPONSIBILITIES § .5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including the Owner's program, other objectives, schedule, constraints and criteria, special equipment, systems, and site requirements. Within 15 days after receipt of a written request from the Construction Manager, the Owner shall furnish the requested information as necessary and relevant for the Construction Manager to evaluate, give notice of pr:enforce any lien rights, if any. § 5.2 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1, (2) the Owner's other costs, and (3) reasonable contingencies related to all of these costs. If the.O.wnez significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation 3 with the Construction Manager, shall thereafter agree to a corresponding change in the budget for the Cost of the Work or in the Project's scope and quality. § 5.3 The-4, es wit s � inslu AIA Document C132TM' — 2009 (formerly B8011CMa—1992). Copyright © 1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution 13 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 I possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 5J 1 The Owner shall provide prompt written notice to the Construction Manager and Architect if the Owner bccomes..aware"of any fault or defect in Project, including errors, omissions or inconsistencies in the Architect's Instruments: of Service or any fault or defect in the Construction Manager's services: - § 5.12 The,.. own-ferees, ' r sit ....... § 5:13 Except as otherwise provided in this Agreement, or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor and the Construction Manager's consultants through the.:Corlstruetion Manager about matters arising out of or relating to the Contract Documents. The Owner 2 shall: promptly notify the ConsOuction: Manager of any direct communications that may affect the Construction Manager's services. §:5.14 Before executing the Contract for Construction, the Owner shall coordinate the Construction Manager's duties and responsibilities set forth in the Contract for Construction with the Construction Manager's services set forth in this Agreement. The Owner shall provide the Construction Manager a copy of the executed agreements between the Owner and Contractors, including the General Conditions of the Contracts for Construction. AIA Document C132T"" — 2009 (formerly B8011CMa—1992). Copyright @ 1973, 1980, 1992 and'2009 by The American Institute of Architects. All rights Init. reserved. WARNING: This Ate Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this. Ale Document, or any portion of: it, may result in severe civil and criminal. penalties, and will be prosecuted to. the maximum extent : 4. possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 5.15 The Owner shall provide the Construction Manager access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Construction Manager access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include the contractors.'. general conditions costs, overhead and profit. The Cost of the Work includes the compensation of the Construction. Manager and Construction Manager's Consultants during the Construction Phase only, including compensation for reimbursable expenses at the job site, if any. The Cost of the Work does not include the compensation of the Architect, the costs of the land, rights -of -way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and may be adjusted throughout the Project as required under Sections 5.2 and 6.4. Evaluations of the Owner's budget, preliminary estimates for the Cost of the Work and detailed estimates of the Cost of the Work prepared by the Construction Manager represent the Construction Manager'.s judgment as a person or entity familiar with the construction industry It is recognized, however, that neither the Construction Manager nor the Owner has control over the cost of labor, materials or equipment, over Contractors' methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Construction Manager cannot and does not warrant or represent that bids or negotiated prices will not vary from the budget proposed, established or approved by the Owner, or from any cost estimate or evaluation prepared by the Construction Manager. § 6.3 I is tee d the Ar-ehiteet' eest estimates, the n -e +eet .-. a ale 4L,T"R12RZC2V.. ,.... another. ARTICLE 7 COPYRIGHTS AND LICENSES The Construction Manager and the Construction Manager's consultants, if any, shall not own or claim a copyright in the Instruments of Service. The Construction Manager, the Construction Manager's consultants, if any, and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. If the Owner and Construction Manager intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1.1 The Owner and Construction Manager; shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arising out of or related to this Agreement in accordance .with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in any case not more than."1.0 years after the date of Substantial Completion of the Work, The Owner and Construction Manager waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance, the Owner. and Construction Manager waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A232-2004, General Conditions of the Contract for Construction. The Owner or the Construction Manager, as appropriate, shall AIA Document Ct 32TM — 2009 formerly B801 TMCMa—1992). Copyright @ 1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Ini#. reserved. WARNING: This AEA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 15 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. Purchasers are permitted to reproduce ten (f 0) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Construction Manager shall indemnify and hold the Owner and the Owner's officers and employees harmless; from and against damages, losses and judgments arising from claims by third parties, including reasonable attorneys 'fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions of the Construction Manager, its employees and its consultants in the.performance of professional. services under this Agreement. The Construction Manager's duty to indemnify the Owner under this provision shall be limited to the available proceeds of insurance coverage. § 8.1.4 The Construction Manager and Owner waive consequential damages for claims, disputes or other matters in question arising out of or: relating to this Agreement. This mutual waiver is .applicable, without lizx€itation to all consequential damages due. to either party's termination of this Agreement, except as specifically provided in Section 9.7. ; . § 8 2 Mediation § 8.2.1 Any -claim, di pute.or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of alien arising out of the.Construction Manager's services, the Construction Manager may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by ` binding dispute resolution:. § 8.2.2 The Owner and Construction Manager shall endeavor to resolve claims, disputes and other matters in question between them.by mediation which; unless the parties mutually agree °otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the i Agreement.:°A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the;person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shaltpt`oceed in advance of binding, dispute resolution proceedings, which shall be stayed pending mediation fora period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order.' if an arbitration proceeding is stayed: pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 8.2.3 The parties shall share the mediator's fee and any fling fees equally. The mediation shall be held in the place where the Project ts'located unless another location is mutually agreed upon. Agreements reached in mediation shall be;enforceable as settlement agreements in any court having jurisdiction thereof. § 8 2.41f the parties do not re.s:olve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (Check the appropriate box. If the Owner and Construction Manager do not select a method of binding dispute resolution .below,:or do.;:not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be resolved in a court of competent jurisdiction) ❑ Arbitration pursuant to Section 8.3 of this Agreement Cf Litigation in a court of competent jurisdiction ❑ Other: (Spec) § 8:3 Arbitration § 8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement any claim, dispute or othermatter in question arising out of or related to this Agreement subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the ' date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other parry to this Agreement, and filed with the person or entity administering the arbitration. AIA Document C132TM — 2009 (formerly 13801 TMCMa-1992). Copyright @ 1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights In reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 16 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 8.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question. § 8.3.2 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional, person or entity duly consented to by parties to this Agreement shall be specifically enforceable in accordance.with applicable law in any court having jurisdiction thereof. § 8.3.3 The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 8.3.4 Consolidation or Joinder § 8.3.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 8.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder_::Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of.any claim, dispute or other matter in question not described in the written consent. § 8.3.4.3 The Owner and Construction Manager grant to any person or entity made a party to an arbitration conducted under this Section 8.3, whether by joinder'or consolidation, the same rights of joinder and consolidation as the Owner and Construction Manager under this Agreement. ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Construction Manager in accordance with this Agreement, such .......... .... failure shall be considered .substantial nonperformance and cause for termination or, at the. Construction Manager's option, cause for suspension of performance of services under this Agreement. If the Construction Manager elects to suspend services, the Construction Manager shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the Construction Manager shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Construction Manager shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Construction Manager's services. The Construction Manager's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Construction Manager shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Construction Manager shall be compensated for expenses incurred in the interruption and resumption of the Construction Manager's services. The Construction Manager's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90'cumulative days for reasons other than the fault of the Construction Manager, the Construction Manager may terminate this Agreement by giving not less than sever days' written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in aecordance with the terms of this Agreement through no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Construction Manager for the Owner's convenience and without cause. AIA Document C132TM — 2009 formerly 13801 T CMa—1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights [nit. reserved. WARNING: This AIA� Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 17 of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent ! possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 9.61n the event of termination not the fault of the Construction Manager, the Construction Manager shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. § 9.7 Termination Expenses are in addition to compensation for the Construction Manager's services and include expensesdirectly attributable to termination for which the Construction Manager is not otherwise compensated, plus an amount for the Construction Manager's anticipated profit on the value of the services not performed by the Construction Manager, as set forth below. § 9.7.1 In the event of termination for the Owner's convenience prior to commencement of construction, the Construction Manager shall be entitled to receive payment for services peirformed costs incurred by reason of such termination and reasonable overhead and profit on Preconstruction services not completed during the Preconstruction Phase. § 9.7.2 In the event of termination for the Owner's convenience after commencement of construction, the Construction Manager shall be entitled to receive payment for services performed and costs incurred by reason of such termination, along with reasonable overhead and profit on services.not completed during the Construction Phase. ARTICLE 10 '.MISCELLANEOUS.PROVISIONS § 10.1 This Agreement shall. be governed by the law of the place where the Project is located, except that if the parties have selected arbitration as. the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. § 10.2 Terms' in this Agreement shall have the same meaning as those in AIA Document A232-2009, General ' Conditions of the Contract for Construction, except for purposes of this Agreement, the term "Work" shall include :the work of all ..Contractors under the administration of the Construction Manager. § 103. The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to.:this Agreement. Neither the Owner nor the Construction Manager shall assign.this Agreement 3 without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations; under this Agreement. § 10.41f the Owner requests the Construction Manager to execute certificates, the proposed language of such certifica#es shall be submitted to the Construction Manager for review at least 14 days prior to the requested dates of execution. If the Owner requests the Construction Manager to execute consents reasonably required to facilitate assignment.,to a lender, the Construction Manager shall execute all such consents that are consistent with this Agreem .nt, provided the,proposed consent is submitted to the Construction Manager for review at least 14 days prior to execution. The Construction Manager shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement -shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Construction Manager. § 10.6 Unless otherwise required in this Agreement, the Construction Manager shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site, § 10.7 The Construction Manager shall have the right to include photographic or artistic representations of the esign.. . of the Project among the Construction Manager's promotional and professional materials. The Construction Manager shall be given reasonable access to the completed Project to snake such representations. However, the Construction Manager's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the.Comtruction Manager iri writing of the specific information considered by the Owner`to be confidential or proprietary. The Owner sball provide professional credit for the Construction Manager in::the Owner's promotional materials for the Project. §10.8 If the Construction Manager or Owner receives information specifically designated by the other party as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except to (1) its employees, (2) those who need to know the content of such AIA Document C132TM — 2009 formerly BSo9 WCMa — 1992). Copyright © 1973, 1980, 1992 and 2009 by The American Institute of Architects' All rights [nit. reserved. WARNING: This AlA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or All 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 18 f possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. information in order to perform services or construction solely and exclusively for the Project, or (3) its consultants and contractors whose contracts include similar restrictions on the use of confidential information. ARTICLE 11 COMPENSATION § 11.1 For the Construction Manager's Basic Services described under Article 3, the Owner shall compensate the Construction Manager as follows: § 11.1.1 For Preconstruction Phase Services in Section 3.2: (Insert amount of, or basis for, compensation, including stipulated sums, multiples or: percentages) Ten Thousand Six Hundred Fifty Dollars and Zero Cents::.($10650.00) provided that invoices are submitted showing itemized exAenses;:on a per —house basis pursuant to NSP guidelines. ................... § 11.1.2 For Construction Phase Services in Section 3.3: (Insert amount of, or basis for, compensation, including stipulated sums, multiples or percentages) One Hundred Thirty—three Thousand Dollars and Zero Cents ($I33,000.00) provided that invoices are submitted showing itemized expenses on a per —house basis pursuant to NSP- guidelines. § 11.2 For Additional Services designated in Section 4.1, the Owner shall:compensate the Construction Manager as follows: (Insert amount of, or, basis for compensation. If necessary, list specific services to which particular methods of compensation apply.) § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the Owner shall compensate) the Construction Manager as follows: (Insert. amount of,'or basis for, compensation) § 11.4 Compensation for Additional Services of the Construction Manager's consultants when not included in Sections 11.2 or 1 l .3; shall be the amount invoiced to the Construction Manager plus :percent ( %), or as otherwise stated below: § 11.5 The hourly billing rates for services of the Construction Manager and the Construction Manager's consultants, AIA Document C1321— 2009 formerly B8011CMa—1992). Copyright @ 1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 19 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 t possible under the law. purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document C 132T111-2009, Standard Form Agreement Between Owner and Construction Manager as Adviser .2 , .3 .4 O.t)ier documents: (List other documents, if any, including additional scopes of service forming part of the Agreement.) This Agreement is ent ed into as of the day and year first written above. r t OWN R (Signature) CONS TION MANAGER (Signature) Vicki Robinson, President on behalf of Board of Public Works 'and Safety for City of Richmond, Indiana Oj __q_ COLT (Printed name and title) (Printed name and title) V P CAUTION: You should sign an original AIA Contract Document, on which this text appears in RED. An original assures that changes will not be obscured. AIA Document C132TM — 2009 formerly B801 T CIVIa—1992). Copyright © 1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 21 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 t possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. PROJECT PROGRAM As referenced in AIA C132-2009 — Contract No. 135-2011 Article §1.1.1 WHEREAS, Richmond has been awarded a Community Development Block Grant (CDBG) though the Indiana Housing and Community Development Authority (IHCDA) under provisions of the Housing and Community Development Act of 1974, as amended, (the Act), specifically through the Neighborhood Stabilization Program (NSP-3) grant; WHEREAS, the grant will be administered by the City's Department of Metropolitan Development with the assistance of Star Development, Inc., (Star) in order that the environmental review services, the grant administration services, and the program delivery services will be conducted pursuant to the NSP grant guidelines; WHEREAS, the geographic area covered by the grant, commonly known as the Vaile Neighborhood, consists of single family residents and vacant lots which are either vacant/abandoned or foreclosed properties; WHEREAS, the Vaile Neighborhood geographic area properties covered by the grant will be acquired by the City of Richmond (City) and certain properties will be rehabilitated and resold to buyers at or below fifty (50%) percent of the Area Median Income (AMI) during the initial phase of the NSP project ("Phase I"). WHEREAS, the City of Richmond has determined that the services of a Construction Manager/Developer is necessary to oversee the rehabilitation and/or new construction aspects of Phase I of the NSP project and a certain Request for Qualifications dated May St' and May 15th 2011, has been made available for inspection by Richmond, is on file in the office of Department of Metropolitan Development of the City, and is hereby incorporated by reference and made a part of this Agreement. Crane, Inc. (Crane) agrees to abide by the same; WHEREAS, the response of Crane to said Request for Qualifications was received June 2, 2011, has been- made available for inspection by Richmond, is on file in the office of the Department of Metropolitan Development of the City, and is hereby incorporated by reference and made a part of this Agreement. Crane agrees to abide by the same; and WHEREAS, Richmond desires to engage Crane to render certain assistance in connection with such undertakings in Richmond. NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. Scoe of Project Program Services Crane shall perform for the City of Richmond all necessary services under this contract in connection with Phase I of the NSP-3 project and shall do, perform, and carry out, in a satisfactory and proper manner, pursuant to all NSP and IHCDA guidelines, the following: a. Prepare work write ups and designs for federally required environmental and Section 106 Historic Reviews; b. Prepare bid specifications for rehabilitation and new construction aspects of the project. Technical bid specifications, including a complete description of materials, products, and services shall be developed and provided at the time bids are solicited for each specific rehabilitation project; C. Oversee and coordinate bidding regarding all aspects of construction related to the projects and coordinate construction and/or rehab of multiple structures simultaneously while managing all aspects of the federally funded construction project; d. All work must conform to the applicable materials and workmanship standards of the City of Richmond and the State of Indiana. All applicable laws, ordinances, and rules and regulations of all authorities having jurisdiction over the project shall apply to the project throughout. Firms will be required to comply with all applicable Equal Employment Opportunity laws and regulations, including Section 504 of the Rehabilitation Act of 1983 and all Federal Regulations contained in CFR Part 85, OMB Circular A-102 and OMB Circular A-87; e. Work performed under this NSP-3 funded project must comply with the IHCDA goal of a ten (10%) percent participation by small, minority -owned, and/or women's business enterprise (DBE). £ Crane shall assist, communicate, and cooperate with the City and Star in order to assure that City, Star, Crane, qualified contractors, and subcontractors all comply with applicable federal, NSP, and IHCDA guidelines. NEIGHBORHOOD STABILIZATION PROGRAM (NSP) GUIDELINES As referenced in AIA C132-2009 — Contract No. 135-2011 Article § 1.1.7 1. Confidentiality and Access to Records. All of the reports, information, data, etc. prepared or assembled by Crane or Crane's agent, subcontractor, qualified contractor, or architect, under the Contract, are confidential and Crane agrees that they shall not be made available to any individual or organization without prior written approval of Richmond. Crane understands, acknowledges, and agrees that the 'State of Indiana, the City as recipient, HUD, the Comptroller General of the United States, or any of their duly authorized representatives shall have access to any books, documents, papers and records of Crane or Crane's subcontractors which are pertinent to this project as an NSP program for the purpose of making audits, examinations, excerpts, and transcriptions. 2. Equal Opportunity Clause, Executive Order 11246. During the performances of this Contract, Crane agrees as follows: -a) Crane will not discriminate against any employee or applicant for employment because of race, creed, sex, color, or national origin. Crane will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to race, creed, sex, color, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training, including apprenticeship. Crane agrees to post in conspicuous places information to be available as set forth in the below provisions of this nondiscrimination clause. b) Crane will, in all solicitations or advertisements for employees placed by or on behalf of Crane, state that all qualified applicants will receive considerations for employment without regard to race, religion, color, sex, national origin or handicap. c) Crane will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of Crane's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. d) Crane will comply with all provisions of Executive Order 1.1246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor. e) Crane will furnish all information and reports required by Executive Order 11246 of September 24, 1965 and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. f) In the event of Crane's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations or orders, this contract may be canceled, terminated or suspended in whole or in part and Crane may be declared ineligible for further government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. g) Crane will include the portion of the sentence immediately preceding paragraph `a' and the provisions of paragraphs `a' through `g' in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Crane will take such action with respect to any subcontract or purchase order as the administering agency may direct a means of enforcing such provisions, including sanctions for non-compliance: Provided, however, that in the event Crane becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such Crane may request the United States to enter into such litigation to protect the interests of the United States. Richmond further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: provided, that if Richmond so participating is a state or local government, the above equal opportunity clause not applicable to any agency, instrument or subdivisions of such government which does not participate in work on or under contract. Richmond agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. Richmond further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, government contract and federally assisted construction contracts pursuant to the executive order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the executive order. In addition, Richmond agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions; cancel, terminate or extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate proceedings. Standard Federal Equal Employment Opportunity Construction Contract Specifications (Executive Order 11246) (A) As used in these specifications: a. "Covered area" means the geographical area described in the solicitation from which this contract resulted; b. "Director" means Director, Office of Federal Contract Compliance Programs, U.S. Department of Labor, or any person to whom the Director delegates authority; C. "Employer identification number" means the federal Social Security number used on the employer's quarterly federal tax return, U.S. Treasury Department Form-941. d. "Minority" includes: i. Black (all persons having origins in any of the black African racial groups not of Hispanic origin); ii. Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American or other Spanish culture or origin, regardless of race); iii. Asian and Pacific Islander (all persons having origins in any of the original peoples of the Far East, Southeast Asia the Indian subcontinent, or the Pacific Islands); and iv. American Indian or Alaskan Native (all persons having origins in any of the original peoples of North American and maintaining identifiable trivial affiliations through membership and participation or community identification). (B) Whenever Crane or any subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of $10,000.00 the provisions of these specifications and the notice which is set forth in the solicitations from which this contract resulted. (C) If Crane is participating (pursuant to 41 CFR 60-4.5) in a Hometown Plan approved by the U.S. Department of Labor in the covered area either individually or through an association, its affirmative action obligations on all work in the plan area (including goals and timetables) shall be in accordance with that plan for those trades which have unions participating in the plan. Contractors must be able to demonstrate their participation in and compliance with the provisions of any such Hometown Plan. Each contractor or subcontractor participating in an approved plan is individually required to comply with its obligations under the EEO clause, and to make a good faith effort to achieve each goal under the plan in each trade in which it has employees. The overall good faith performance by other contractors or subcontractors toward a goal in an approved plan does not excuse any covered contractor's or subcontractor's failure to take good faith efforts to achieve the plan goals and timetables. (D) Crane shall implement the specific affirmative action standards provided in paragraphs (GL through I7 of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total hours of employment and training of minority and female utilization the contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Crane is expected to make substantially uniform progress toward its goals in each craft during the period specified. (E) Neither the provisions of any collective bargaining agreement, nor the failure by a union with whom Crane has a collective bargaining agreement, to refer either minorities or women shall excuse the contractor's obligations under these specifications, Executive Order 11246, or the regulations promulgated pursuant thereof. (h) In order for the non -working training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees must be employed by Crane during the training period. Crane must also have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees must be pursuant to training programs approved by the U.S. Department of Labor. (G) Crane shall take specific affirmative actions to ensure equal employment opportunity. The evaluation of Crane's compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. Crane shall document these efforts fully, and shall implement affirmative action steps at least as extensive as the following: I. Ensure and maintain a working environment free of harassment, intimidation, and coercion at all sites and in all facilities where employees are assigned to work. Crane where possible, will assign two or more women to each construction project. Crane shall specifically ensure that all foremen, superintendents and other on -site supervisor personnel are aware of and carry out Crane's obligation to maintain such a working environment, with specific attention to minority or female individuals working at such sites or in such facilities. 2. Establish and maintain a current list of minority and female recruitment sources. Provide written notification to minority and female recruitment sources and to community organizations when Crane or its unions have employment opportunities available and maintain a record of the organization's responses. 3. Maintain a current file of the names, addresses and telephone numbers of each minority and female off -the -street applicant and minority or female referral from a union, a recruitment source or community organization and of what action was taken with respect to each such individual. if such individual was sent to the union hiring hall for referral and was not referred back to Crane by the union, or if referred, not employed by Crane, this shall be documented in the file with the reason therefore; along with whatever additional actions Crane may have taken. 4. Provide immediate written notification to the director when the union or unions with which Crane has a collective bargaining agreement has not referred to Crane a minority person or woman sent by Crane or when Crane has other information that the union referral process has impeded Crane's efforts to meet its obligations. S. Develop on-the-job training opportunities and/or participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to Crane's employment needs, especially those programs funded or approved by the Department of Labor. Crane shall provide notice of these programs to the sources complied under (G)22 above. 6. Disseminate Crane's EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting Crane in meeting its EEO obligations; by including it in any policy manual and collective bargaining agreement; by publicizing it in the company newspaper, annual report, etc.; by specific review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each locations where construction work is performed. 7. Review, at least annually, the Crane's EEO policy and affirmative action obligations under these specifications with all employees having any responsibility for hiring, assignment, layoff, termination or other employment decisions including specific review of these items with on - site supervisory personnel such as superintendents, general foremen, etc., prior to the initiation of construction work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed and disposition of the subject matter. 8. Disseminate the Crane's EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media and providing written notification to and discussing Crane's EEO policy with other contractors and subcontractors with whom Crane does or anticipates doing business. 9. Direct its recruitment efforts, both oral and written, to minority, female and community organizations, to schools with minority and female students and to minority and female recruitment and training organizations serving Crane's recruitment area and employment needs. Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source, Crane shall send written notification to organizations such as the above, describing the openings, screening procedures and tests to be used in the selection process. 10. Encourage present minority and female employees to recruit other minority persons and women, and where reasonable, provide alter school, summer and vacation employment to minority and female youth both on the site and in other areas of the Crane's work force. 11. Validate all test and other selection requirements where there is an obligation to do so under 41 CFR Part 60-3. 12. Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel for promotional opportunities and encourage these employees to seek or to prepare for, through appropriated training, etc., such opportunities and encourage these employees to see or the prepare for, through appropriate training, etc., such opportunities. 13. Ensure that seniority practices, job classifications, work assignments and other personnel practices, do not have a discriminatory effect by continually monitoring all personnel and employment related activities to ensure that the EEO policy and Crane's obligations under these specifications are being met. 14. Ensure that all facilities and company activities are non -segregated except that separate or single -user toilet and necessary changing facilities shall be provided to assure privacy between the sexes. 15. Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations. 16. Conduct a review, at least annually, of all supervisors' adherence to and performance under the Crane's EEO policies and affirmative action obligations. 17. *Covered construction contractors performing contract in geographical areas where they do not have a federal or federally assisted construction contract shall apply the minority and female goals established for the geographical area where the contract is being performed. Goals are published periodically in the Federal Register in notice form and such notices may be obtained from any office of Federal Contractor Compliance Programs Office or from federal procurement contracting officers. * Proposed Rule (H) Contractors are encouraged to participate in voluntary associations, which assist in fulfilling one or more of their affirmative action obligations (LG I through 7). The efforts of contractor associations, joint contractor -union, contractor - community, or other similar group of which the contractor is a member and participant, may be asserted as fulfilling any one or more of its obligations under LQZ through 17 of these specifications provided that the contractor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the contractor's minority and female workforce participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation which demonstrates the effectiveness of actions taken on behalf of the contractor. The obligation shall not be a defense for the contractor's non- compliance. (1) A single goal for minorities and a separate single goal for women have been established. Crane, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female and all women, both minority and non -minority. Consequently, Crane may be in violation of the executive order if a particular group is employed in a substantially disparate manner. (For example, even though Crane has achieved its goals for women generally, Crane may be in violation of the executive order if a specific minority group of women is underutilized.) (J) Crane shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, national origin or handicap. (K) Crane shall not enter into any subcontract with any person or firm debarred from government contracts pursuant to Executive Order 11246. (L) Crane shall carry out such sanctions and penalties for violation of these specifications and of the Equal Opportunity Clause, including suspension termination and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as amended, and its implementing regulations, by the Office of Federal Contact Compliance Programs. Any contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order 11246, as amended. (M) Crane, in fulfilling its obligations under these specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph seven of these specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If Crane fails to comply with the requirements of the executive order, the implementing regulations, or these specifications, the director shall proceed in accordance with 41 CFR 60-4.8. (N) Crane shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out, to submit reports relating to the provisions hereof as may be required by the government and to keep records. Records shall at least include for each employee the name, address, telephone numbers, construction trade, union affiliation if any, employee identification number when assigned Social Security number, race, sex, status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the degree that existing records satisfy this requirement, contractors shall not be required to maintain separate records. (0) Nothing herein provided shall be construed as a limitation upon the application of other laws which establish different standards of compliance or upon the application of requirements for the hiring of Iocal or other area residents (e.g., those under the Public Works .Employment Act of 1977 and the Community Development Block Grant Program). 3. NSP Funded Contract Provisions Richmond and Crane shall include the following contract provisions or conditions in all procurement contracts and subcontracts as required by NSP guidelines, IHCDA guidelines, federal law, or the State of Indiana: (A) Effective date of contract. (B) Names and addresses of award recipient or sub recipient and contractor. (C) Names of representatives of award recipient or sub recipient and contractor who will act as liaison for administration of the contract. (D) A citation of the authority of the award recipient under which the contract is entered into and the source of funds. (E) Contractual provisions or conditions that allow for administrative, contractual, or legal remedies in instances in which a contractor violates or breaches the contract terms, and provided for such remedial actions as may be appropriate. (F) Provisions for termination by the award recipient, including the manner by which termination shall be effected and the basis for settlement. In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. (G) Scope of Services: i. Detailed description of extent and character of the work to be performed. ii. Time for performance and completion of contract services, including project milestones, if any. iii. Specification of materials or other services to be provided by both parties (e.g., maps, reports, printing, etc.) iv. An access to records clause including a provision that all negotiated contracts awarded by recipients shall include a provision to the effect that the state, the recipient, HUD, the Comptroller General of the United States, or any of their duly authorized representatives shall have access to any books, documents, papers and records of the contractor which are pertinent to a specific program for the purpose of making audits, examinations, excerpts, and transcriptions. V. A Conflict of Interest Clause. vi. Provisions for compensation of services, including the basis for submission of billings as the work progresses and specification of the total contract amount. (H) Bonding and Insurance Requirements, if applicable. (I) Federal Standards Provisions i. Equal Employment Opportunity — Executive Order 11246; Equal Opportunity Clause, goals for female and minority participation and implementing regulations. ii. Rights to Inventions Made Under a Contract or Agreement.. iii. Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as amended. iv. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). V. Debarment and Suspension (Executive Orders 12549 and 12689). (J) Section 3 requirements 4. Executive Order 12138: Women Business Enterprise Policy. For purposes of this Order, affirmative action may include, but is not limited to, creating or supporting new programs responsive to the special needs of women's business enterprise, establishing incentives to promote business or business -related opportunities for women's business enterprise, collecting and disseminating information in support of women's business enterprise and ensuring to women's business enterprise knowledge of any ready access to business -related services and resources. In implementing this Order an agency undertakes to use or to require compliance with numerical set -asides or similar measures. It shall state the purpose of such measures and the measure shall be designed on the basis of pertinent factual findings of discrimination against women's business enterprise and the need for such measure. 5. Conflict of Interest — 24 CFR Part 570 Crane shall comply with 24 CFR Part 570 in its entirety which regulation is incorporated herein by reference. Richmond and Crane shall maintain a written code or standards of conduct, which shall govern the performance of their officers, employees or agents engaged in the award and administration of contracts supported by federal funds. No employee, officer or agent of the grantee shall participate in selection, or in the award or administration of a contract supported by federal funds if a conflict of interest, real or apparent, would be involved. Such a conflict would arise when: a. The employee, officer or agent; b. Any member of his/her immediate family; C. His or her partner; or d. An organization which employs, or is about to employ, any of the above, has a financial or other interest in the firm selected for award. Richmond and Crane officers, employees or agents shall neither solicit nor accept gratuities, favors or anything of monetary value from contractors, potential contractors, or parties to sub -agreements. To the extent permitted by state or local law or regulations, such standards of conduct shall provide for penalties, sanctions, or other disciplinary agents or by contractors or their agents. 6. Required Federal Contract Provisions and HUD Requirements Crane shall comply with and require subcontractors and qualified contractors to comply with Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (Section 3), as set forth in the attached Exhibit A. Crane shall comply with and require subcontractors and qualified contractors to comply with the Federal Contract provisions required by the NSP guidelines, as set forth in the attached Exhibit B. 7. IHCDA Regulation Compliance Crane shall comply with any and all IHCDA rules and regulations that are applicable to this NSP project and not specifically mentioned in or incorporated into this Contract. OWNER'S ADDITIONAL INITIAL INFORMATION As referenced in AIA C132-2009 -- Contract No. 135-2011 Article § 1.1.15 Compliance with -Laws. Crane shall comply with all applicable laws, ordinances, and codes of the Federal, State, and Local governments. 2. Term of Agreement. This Agreement shall become effective when signed by all parties and shall continue in effect until completion of Phase I of the project which shall be on or before March 13, 2014. 3. Compliance With Worker's Compensation Law. Crane agrees and acknowledges that it is an independent contractor and will not seek Worker's Compensation coverage from Richmond in the event that one of Crane's agents, employees or contractors is injured while performing the terms of this Agreement. Crane further acknowledges that it will comply with Indiana Worker's Compensation law. If Crane is an out of state employer and therefore subject to another state's worker's compensation law, Crane may choose to comply with all provisions of their home state's worker's compensation law. 4. Prohibition Against Discrimination. 1. That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Crane, any subcontractor, or any person acting on behalf of Crane or any sub -contractor, shall not discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 2. That Crane, any sub -contractor, or any person action on behalf of Crane or any sub -contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry; 3. That there may be deducted from the amount payable to Crane by Richmond under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the Agreement; and 4. That this Agreement may be canceled or terminated by Richmond and all future earnings may be forfeited, in the event of a second or any subsequent violation of the terms or conditions of this section of the Agreement. 5. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. 5. Compliance with Indiana E-Verify Program Requirements Pursuant to Indiana Code 22-5-1.7, Crane is required to enroll in and verify the work eligibility status of all newly hired employees of the Crane through the Indiana E- Verify program. Crane is not required to verify the work eligibility status of all newly hired employees of the Crane through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Crane shall provide to the City its signed Affidavit affirming that Crane does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Crane violates IC 22-5-1.7 Crane shall be required to remedy the violation not later than thirty (30) days after the City notifies Crane of the violation. If Crane fails to remedy the violation within the thirty (30) day period provided above, the City shall consider Crane to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22- 5-1.7-13 (c) Crane will remain liable to the City for actual damages. 6. This writing constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. Any previous discussion, negotiation or dialogue relating to the subject matter contained herein is superseded by this Agrreement. Furthermore, both parties agree that no discussion, representation or negotiation, other than that contained herein, has transpired relating to the subject matter of this agreement and that neither party is relying upon any negotiation or discussion that took place prior to this agreement. Furthermore, both parties agree that this contract is contingent upon Richmond being awarded the NSP Grant by Indiana Housing and Community Development Authority. CONTRACT DOCUMENTS As referenced in AIA C132-2009 — Contract No. 135-2011 Article § 13.2 AIA C132-2009 — Contract No. 135-2011 shall consist of the below listed documents. Any inconsistency in this Contract shall be resolved by giving precedence in the order in which the documents are listed below: (1) Neighborhood Stabilization Project Guidelines (2) Project Program (and its attached Exhibits) (3) Owner's Additional Initial Information (4) Project Budget (5) C-132-2009 (Contract No. 139-2010) with attached Additions and Deletions (6) A-232-2009 General Conditions (7) Tentative Timeline ADDITIONS AND DELETIONS To AIA C132-2009 — Contract No. 135-2011 All references to Architects shall be deleted. All references to Multiple Prime Contractors shall be deleted. Article § 1.1. 10 shall add at the end of the second line the language "if in the Owner's opinion there is a need to do so". Article §2.3 shall be deleted in its entirety. Article §3.2.3 (5) shall be deleted and replaced with the language "Bid Specification Documents" In Article §3.2.4 the last sentence shall be deleted. Article §3.2.7 shall be deleted in its entirety. Article §3.2.12 the sentence shall end after the word "Contractor" on the second line and the remaining portion of the sentence shall be deleted. Article §3.2.13 shall be deleted in its entirety. Article §3.2.15 shall be deleted in its entirety. Article §3.2.18 shall be deleted in its entirety. Article §3.2.19 shall be deleted in its entirety. Article §3.2.22 shall be deleted in its entirety. Article §3.3.1, second line, the word "Architect" shall be replaced by the word "Owner". Article §3.3.2 shall be deleted in its entirety. Article §3.3.3 first line shall delete phrase "on site" and the sentence shall end after the word "Construction" and the remainder of the first sentence shall be deleted. Article §3.3.7 shall be deleted in its entirety. Article §3.3.8 shall be deleted in its entirety. Article §3.3.10 shall be deleted in its entirety. Article §3.3.11 shall be deleted in its entirety. Article §3.3.14 shall be deleted in its entirety and replaced as follows: "The Construction Manager shall determine in general that the Work of each Contractor is being performed in accordance with the requirements of the Contract Documents and notify the Owner and Contractor of the defects and deficiencies in the Work. The Construction Manager shall have the authority to reject the Work that does not conform to the Contract Documents and shall notify the Owner about the rejection. The failure of the Construction Manager to reject Work shall not constitute the acceptance of Work. The Construction Manager shall record any rejection of Work in its daily log and include information regarding the rejected Work in its progress reports to the Owner pursuant to Section 3.3.20.1. Upon written authorization from the Owner, the Construction Manager may require and make arrangements for additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed, and the Construction Manager shall give timely notice to the Owner of when and where the tests and inspections are to be made so that the Owner may be present for such procedures." Article §3.3.18 first line the word "assist" shall replaced with the word "be". Article §3.3.20 shall be deleted in its entirety. Article §3.3.20.1 Number .10 "Cash -flow and forecast reports" shall be deleted. Article §3.3.20.2 shall be deleted in its entirety. Article §3.3.22 shall be deleted in its entirety. Article 3.3.23 shall be deleted in its entirety. Article §3.3.29 shall be deleted in its entirety. Article §4.1 — the table shall be deleted in its entirety. Article §4.3.1 shall be deleted in its entirety. Article §4.3.3 shall be deleted in its entirety. Article §5.3 shall be deleted in its entirety. Article §5.4 shall be deleted in its entirety. Article §5.7 first line the phrase "Unless provided by the Construction Manager," shall be deleted and the sentence shall begin with "[T]he Owner..." Article §5.12 shall be deleted in its entirety. Article §6.3 shall be deleted in its entirety. Article §6.4 shall be deleted in its entirety. Article §6.5 shall be deleted in its entirety. Article §10.8 the following sentence shall be added to the end of this section: "Parties understand, acknowledge, and agree that any information received by the Owner may be considered a public record under the Indiana Access to Public Record law and may be treated as such." Article §11.6.1 numbers .2, .4, .5, .8, .9, .10, and .I I shall be deleted. Article §13.2 numbers .2 and .3 shall be deleted. PROJECT BUDGET To AIA C132-2009 — Contract No. 135-2011 Article §1.1.3 Soft Costs $10,650.00 (which includes administration, program delivery, and construction manager fees) New Construction and Rehab $133,000.00 TOTAL: $143,650.00 Section 3 Clause A_ The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 170lu (Section 3). The purpose of the Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD assisted projects covered by Section 3, shalI, to the greatest extent feasible, be directed to low and very low income persons, particularly persons who are recipients of HUD assistance for housing. B. The parties to this contract agree to comply with HUD regulations in 24 CFR Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. C. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any a notice advising the labor organization or workers' representative of the contractor's commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the 'Section 3 preference, shall set for minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the anticipated date the work shall begin. D. The contract agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action, as that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135. E. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR Part 135. F. Noncompliance with HUD regulations in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. G. With respect to work performed in connection with Section 3 covered Indiana housing assistance, Section 7(b) of the Indian Self -Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7 (b) requires that to the greatest extent feasible (1) preference and opportunities for training and employment shall be given to Indians, and (2) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned economic enterprises: Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b). EXHIBIT PAGE LOF-/ Exhibit F FEDERAL CONTRACT PROVISIONS All contracts (including small purchases), awarded with Indiana Housing and Community Development Authority Neighborhood Stabilization Program (CDBG) funds must contain the following provisions: I. Equal Employment Opportunity The contractor and any subcontractors shall comply with E.O. 11246, "Equal Employment Opportunity," as amended by E.O. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and as supplemented by regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor" 2. Rights to Inventions Made Under a Contract or Agreement Contracts or agreements for the performance of experimental, developmental, or research work shall provide for the. rights of the Federal Government and the recipient in anyresulting' invention in accordance with 37 CFR part 401, "Rights to Invention Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 3. Clean Air Act (42 U. S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.0 1.251 et seq.), as amended For contracts and subcontracts of amounts in excess of $100,000 the contractor or subcontractor shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.). Violations shall be reported to the Federal awarding agency and the Regional Agency (EPA). 4. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352) Contractors who apply or bid for an award of $1.00,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose any Iobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosuresare forwarded from tier to tier up to the recipient. 5. Debarment and Suspension (E.O.s 12549 and 12689) No contract shall be made to parties listed on the General Services Administration's List of Parties Excluded from Federal Procurement or Non -procurement Programs in accordance with E.O.s 12549 and 12689, "Debarment and. Suspension." This list contains the names ofparties debarred, suspended or otherwise excluded. by agencies, and contractors declared ineligible under statutory or regulatory authority .other than E.O. 12549. Contractors. with awards that exceed the small purchase threshold shall provide the required certification regarding its exclusion status and that of its principal employees. 1 lT PAGE -.OP._ ]- Davis Bacon Requirements Neighborhood Stabilization Program Revised May 2009 Peter Hunt 0-a-,vam Document A232j - 2009 General Conditions of the Contract for Construction, Construction Manager. as Adviser Edition ..forah!�#011owin PROJECT: (Name' and location or address) s This document has im octant legal >. P. g consequences. Consultation with an attorney is encouraged with n- ' �HECONSTRUCTION MANAGER: respect to its completion or (N g status and address) ame le al modification. y This document is intended to be used in conjunction with AIA Documents A132T"'_2009, Standard Form of Agreement Between Owner and Contractor, THEOWNER:' Construction Manager as Adviser (�Yame legal.status artdaddress) 1 Edition B32TM 20 . 69, Standard - Form of.Agreement Between Owner and Architect; Construction Manager as Adviser Edition; and C132T'-2009, Standard Farm of Agreemenf`Between Owner and THE ARCHITECT Construction Manager as Adviser. (Narize I4?gal status and address) i TABLE OF ARTICLES 1 GENERAL.PROVISIONS 2.:- OWNER 3 CONTRACTOR 4 . ° ARCHITECT AND CONSTRUCTION MANAGER SUBCONTRACTORS fi CONSTRUCTION BY OWNER OR BY OTHER CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY INSi RACE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES AIA Document A232T1' — 2009 (formerlyy A2011mCMa—1992).`Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA* Document is protected by U.S. Copyright Law and International Treattes. unauthorized. reproduction or distribution of this ) AIA" Document, or any portion of it,'mayresult in severe civil. and criminal penalties, and will be prosecuted to the maximum extent passible under the law. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyrightQa aia.org. INDEX Architect's Administration ofthe Contract_ (Topics and numbers in bold are section headings.) 4.2, 9.4, 9.5, 1.5.2 Architect's Approvals 3.12.8 Aeeptagce of Nonconform><ng,Work Architect's Authority to Reject Work. ' .._ _ . -_ 9 6 6; 9 9 3, 12.3 ::.. 4.2.9, 12.1.2,.12.2.1 Acceptance of Work Architect's Copyright : 9.6.6,9.9.2,9.9.3,9.10.1,9.10.3,12.3 I.5 Access to Work - Architects Decisions 3L6;'6.2.1,121 4.2.8,7.3.9,7, 8.13,831 9.2,9.4,9.5 9.8.3.';9.9 -' Accident Prevention 13.5.2, 14.2.24I424, 15.2 Architect's Inspections Acts and Ornsssions 3 7 4, 4.2, 9.8.3, 9.9.2, 9.10.1, 13.5. 3 2 2}.3 2, 3.12 8 3 18, $.3;I, 9.5.1, 10.1, A.rcltect's Instruetions. 14.2.5, 13.4.2 1 .7.. 3.2.4, 7.4, 9.4 Addenda _ Architect's Interpretations 11-1.311,42,14 .:..... 4.2.8;4.2.17,4.2.18 Additional Oosts, orrts faz ...: Architect's On -Site Observations. 3.2:4, 3 7 3; 9,10.3, 9.10.4, 103, 4.2.2, 9.4, 9:5.1, 9.10:1,'`12.1.1, 12.1.2,. i3.5, 10 4;:15 1 4 Architect's Project Representative f Additional Isis ectroris anl) estzn . P g 4.2.16 _._ :. € 428;1221;13� ' - Architect's Relationship with Contractor Additional Insured L1 2, i_S 3.2.2, 3 2.3,•3.2.4, 3;3.1, 3:4.2, 3.5, 3:7:4; 11 14. 3.9.2, 3.9.3, 3.10, 3.11, 3.12:8, 3.16, 3.18, 4.2, 5.2, Additional Time, Claiixis foz 6.2.2, 8.2, 11.3.7, 12.1;:1.3.5. 3, 6 1 1, 73, 8 3, 1°OE 3 Architect's Relationship with Construction Managei Administration of the Contract. 1.1.2, 9.3 through 9.10 .10.3, 13.5.1, 10;3, 113..7, 3 10, 2 13.4.2, 13JA Adveftiseinerit or Invztatton.to $id Architect's Relationship. . with Subcontractors ' , 1.1.1` ;. 1.1.2, 4.2.8, 5.3, 9 6 3, 9 6.4 : Aesthetic Effect .:,, Architect's Represeniatitips 421q 9.4,9.5,9.101 i Allorvarrces Architect's S>te 'Visits 1 38,13$. 4.2.2,9.4,9.5.1,983,9..9.2;9.10.1,13.5 Allen Fzisu>ranee ,;: Asbestos 11.I 11 3 1 1 10.3.1 Applications for Payment Attorneys' Fees 427,4215;'73.9,"2r9.3;4 9.83, 3.18.1,9..10.2z10.3.3 9.1.0.3, 9 A O0 5;11.1.3- 142.4 . Award of Other Contracts Appro als . ` . 6.1.1, 6.1-2 2.1.1; 2 2 2, 2 4,1.1.43.10.I 3.I0.2 3_ t2A through Award of Subcontracts and Other Contracts for 3.13.21 3.15.2,.4.2.9, 9.3.2, 13.4.2, 13.5. Portions of the Wort{ Arbitration 5.2 8.3.1; 11.3.10,,13.1.1, 15.3.2,15.4 Basic Definitions ARCHITECT 1A 4 Bidding Requirements Architect, Certificates for Payment. 1.1.1, 5.2.1, 11.4.1 9.4_ Binding Dispute Resolution Architect, Definition of 9.7; 11.3.9, 11..3:I0 13:1; 15 2,5, 152 61, 15,3:'1, 4.1.1 15.3.2, 15A.1" Architect, Extent of Authority Boiler and Machinery Insurance 52,7.12,737,7.4,931 g_4 95'98.3,9.$.4, 11.3.2 9 161, 9.10.3,12 a, 12 2 1,;.13:5 1, 13.5.2, 15-1.3, BONDS, INSURANCEAND Architect Limitations of Authori and Res onsibili Bonds, Liven 2.1.1, 3:12.8; 4.2.1, 4.2.2, 4.2.8, 4.2.13, 5.2.1, 9.6.4,. 7.3.7.4, 9.10.3 15-2 Bonds, Performance and Payment . Architect's Additional Services and Expenses 7.3.7.4, 9.6.7, 9.10.3, 11.3.9, 11.4 2.4, 11.3.1.1, 12.2.1, 122.4, 13.5.2 : . A[A Document A2321m — 2009 (formerly A201 NCMa 1992). Copyright ©19.92 and 2009 by The American Institute of: Architects. All rights reserved. [nit. WARNING: This AIA" Document i _ protected by U,Si.iCopyright Law and International Treaties. Unauthorized reproduction or distribution of this 2 Ale Document, or any portion of it, may result i6 severe civil and criminal penalties, and will be prosecuted to the rnaximum extent.. possible under the law. Purchasers are not permitted Yo reproduce this document. To report copyright violations of AiA Contract Docurnents,.e-mail The American Institute of Architects' legal counsel, copyright@aia_org: Building Permit Concealed or Unknown Conditions 2.2.2, 3.7.1 3.7.4, 4.2.8; 8.3.1, 10.3 Capitalization Conditions of the Contract 1.3 Certificate' of Substantial Completion Consolidation or Joinder 9:8:3; 9.84, 9.8.5 15.4.4 Cerfifcates far Payment CONSTRUCTION BY OWNER OR BY OTHER 4.2J, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1 9.10.3, CONTRACTORS 1513.. 114,E Certificates of Inspection, Testing or Approval Construction Change Directive, Definition of 13.5:4 7.3.1 Certificates of.Insurance. Construction Change Directives` 9:3.2, 9.10.2, 11.1.3 IA J1 3.4.2, 3.12.8, 4.2.12, 4.2.13, 7.1.1, 7.1.2, 7.1.3, Change Orders' 739.3.1.1 1 T:1, 2 4, 3 4 2; 3.7.4 3 8 2 3.11, 3.12.8, 4.2.I2, Construction Manager, Building Permits 4.2.13,42i4,523°.-I t;712,7.2,7:3.2;7.3.4, 2.2.2 7.3:6, 7 3 9, 7 3 I0, 81, 9.10.3, 10.3.2, Construction Manager, Communications .through 11.3.12,1134,1139,12Ell 15.1.3 4.2.6 6. Change Orders, Deftinttton of Construction Manager, Construction Schedule 7;2 3.10.1, 3.10.3 Changes CONSTRUCTION MANAGER 7.1 4 CHANGES, W THE WORK Construction Manager, Definition of 22.1;:3 4 2 , 11, 3 _' ,.& 2,l3, 4.2.l4, 7, 8.3.1, 9.3.1.1 4 1.2 Claims, Definftton of Construction Manager, Documents and Samples at the 15.1.1 .. Site CLAIMS AND DIS PUTES4 . 3.11 1.1.8, 3:224, 3 7 5, 6 1 1, 7.3':9,,8 3.2, 9.3.3 ,9 103; Construction Manager, Extent of Authority °9.10.4, 1.0.3.3 15, 1S 4 . ' 3,12.7, 3.12.8, 4.1.3, 4.2.1, 4.2.4 4 2.5,:4.2.9, 7.1.2, „' Claims,for`Addit oral Cost 7.2, 7.3.1, 8.3, 9.3.1, 9.4.11 9.4.25 9.4.3, 9:8.2, 9.8.3, . 3.2:4,375,61 1 73�,9 103,9.10.4, 10.3.2, 10.4, 9.8.4,9.9.1, 12.1, 12.2.1 142.2, 14.2.4 15.1.4 Construction Manager, Limitations of Authority and Claims for Additional Time ; Responsibility 3.24'3.7.5' 7 83Z..", 4;i51.5 - 4.2.5, 4.2.8, 13.4.2 Concealed or Unkhowrt Conditions, Claims for Construction Manager, Submittals . 3.7 4.2.9 Claims for Damages Construction Manager's Additional Services and 3.2.4, 3.18; 6 11, 6.2 5, $:3;2; 9.3.3, 9.5.1.2, 9.10.2, Expenses 9.10:5 10.3.3, 1 I 4,. I, I1.3.5, 11.3.7,15.1.E 12.2.1 Cleaning -Un Construction Manager's Administration of the 315, 6 3 Contract ' Commencement of Statutory Limitation Period 4.2, 9.4, 9.5 33 Construction Manager's Approval Commencement of the Work, Definition of 2.45 3.10.1, 3.10.2 8.1.2 Construction Manager's Authority to Reject Work Communications, Owner to Architect 4.2.8, 12.2.1 2.2,6 Construction Manager's Decisions Communications, Owner to Construction Manager: 7.3.7, 7.3.9, 9.4.1, 9.5.1 2.2.6 Construction Manager's Inspections ' Communications, Owner to Contractor 4,2.8, 9.8.3; 9.9.2 2.2.6 Construction Manager's On -Site Observations Goiimu nxcations Facilitating Contract 9.5.1 Administration ` Construction Manager's Relationship with Architect ' 1.1.2,4.2.1,4.2.7.,4.2.8,4.2.9,4.2.13,4.2.15,4.2.16, = COMPLETION, PAYMENTS AND 4.2.20, 922 1, 9A2; 9.5, 9.6.1, 9.6.3, 9.8.2, 9.8.3, 9 9.8.4, 9.9.1,. 9,10.1, 9.10.2, 9.10.3, 11.1.3, 12.2.4, Completion, Substantial 13.5.1, 13.5.2, 13.5.4, 14.2.2, 14.2.4 4.2.15, 8.1.1, 8.1.3, 8.2.3, 9.4.3.3, 9.8, 9.9.1, 9.10.3, 12.2.1, 12.2.2, 13.7 AIA Document A232Tm - 2009 (formerly A201 TM CiVla—1992). Copyright 1992 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This Ale document is protected by U.S. Copyright Law and International Treaties. unauthorized reproduction or distribution of this 3 Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible ! ender the law. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. Construction Manager's Relationship with Contractor Contractor's Liability Insurance 3.2.2, 3.2.3, 3.3.1, 3..5, 3.10.1, 3:10,2, 3,403, 3.11 11.1 3.12.5; 3..12.6, 3.12.7, 3.12.8, 3.12 9, 3 12..10, 3:13:2; Contractor's Relationship with Other .Contractors: and. 3.14.2, 3.15.2, 3.16, 3.17, 3:18.1, 4.2.4, 4:2.5, 4.2.6, Owner's Own Forces. 4.2.17, 4.2.20, 5.2; 6;2.1, 6 2.2, 7 I:2. 3.12.5; 3.14.2,.4:2..6;:6;:11.3, 12. .2, 12 2 4 7,2=7.3 5,'7.3.7, 7.3.10;.8.3.1, 9:2, 9 3.1,:9A,1, 9:4'2, : Contractor's Relationship with SubCOXxtIaCtOr&., 9 7'x } 8. 2, 9.8.3, 9:8.4, 9.9.1; 9.10.1; 9 10.2 9.10:35 1.2.2, 3.3.2, 3.18, 5, 9.6.2, 9 6 7,; 9 10 2.; `11.3.1.2, 10.1,10.3,11.3.7,12.1,13.5.1,13.5.2,13:53,1354.. 11.17,11.3.8 14:.21.2.;;; Construction Manager's Relationship with Owner` Contractor's Relationshij with the Architect - 2.2-2 '4.2.1, 10.3.2 1.1.2, 1.5, 3.2.2, 3 2.3, 3. .4, 3.4.2, 3.5 3.7.4;.3110.1 Construction Manager's;,Relationship with Other 3,11, 3:12, 316, 3.18, 5.2, 6.2.2, 7, 8.3.1, 9.2,.9.3, 9.4 . Contractors and Owner's,Own Forces : 9.5, 9.7, 9.8, 4 9, 10.2.6, 10.3,.1,13.7; 12, 13.5 :'153.2;; 4 2:4 1.5.2 1 Constructto6:1v1.anager's Relationship with Contractor's Relationsliip.with the Construction SubcontractQxs '_ Manager 1.1.2, 3.2.2, 12.3; 3:3.1, 3.5, 3:10 1, 3_:1:0.2; 3.10.3, Constructiot ,Manaaea~'Mte Visits 3,11, 3.12.5, 3.12.7, 3.,12.9, 3.1. 2.10, 3.13.2, 3:14.2, . 9.5.E 3.15.1, 3.16, 3..17,118.;1.,:4-2.4 L4 2.5, 5..:2, 6:2.1, Coustrur*61a schedules, CQlatraptor's 6.2.2, 7.1.2, 7.3.5, 7.3..7; 73.101 8 3.1,. 9.2, 9.3 3.10;:312.13122;612,1 5;2 9.4.1,9.4.2,9.8.2,9.9:1,9.10.1,9:10.2,9.10.3:,101, Contingent As of;Stiticontracts 10.2.6, 10.3, 11.3.7, 12.1; 13.5.1, 13.5.2, 1315.3, 5.4, .14 2.22 13.5.4 Cantiinuingt ,Contract Performance Contractor's, Representations ' 3.2.1, 3.2.2, 375, 3.12.6; 6.2 2; 9.2.1, 9.3.3, 9.8.2 Contract, Dfini4 Contacor's ResponsibHt.for Those Peformih ng the Work CONTRACT, TERMIhTAT-4.0N OR SUSPENSION 33.2, 3.18, 5..3, 6.1.3, 6 2, 9.5.1,.10 2 8. OF TIIE Contractor's. Review of Contract Documents 5 4.1:1..11 3;;9, 14 ." _ ;_...... 3.2 Contract Adi lmstration Contractor's. Right to Stop the.Work _ - : :. 3.1.3,:.4:2, 9.4, 9.5. . - 9.7 ConrtraetAward and Execu#zon, Conditions Relating - Contractor's Right to Terminate the Contract to'.: .. ::: 14:1 3 7.1; 3.10; 5.2, 6.1; 11 1,3, `1T 3.6, 11.4.1 Contractor's Submittals Contract Docbrnenf$ Copies Furnished and Use of 3.10.2, 3.11, 3..12, 4;2.9,:9:2.; 9:3, 9.8.1; 9.9.1, 9.10.2; 1.5:2, 2 25; 5.3 9,10.3, 11.1.3, 11.4.2 I Carytraet Documents, Definition of. Contractor's Superintendent 1.1:1 3-9, 10.2-6 Contract Performance Durtng Arbitration Contractor's Supervision and Construction Procedures. 15.13 122, 3.3, 3.4 4.2.5, 4.2.7, 6.1, 6,2.4, 7.1,3,7.3.5, Contract Suns 7.3.7, 8.2, 10, 12,14, 15.1.3 3..7 4, 3.7.5; 3.8, 3.10.2 '5.2.3, 7.2, 7.3., 7A, 9.1, 9.2, Contractual Liability Insurance 9.5.1..41 9.6.7, 9.7, 10.3.2, 11.3.1.1,.12.3, 14.2.4, 11.1.1.8, 11.2, 11.3.1.5 14.3.2, 15.1-4, 15.15, Coordination and Correlation Contract Time 1.2, 3.2, 3.3.1, 3.10, 3.12.6, 6.1.2, 6.2.1 3.7.4, 3.7.5, 4, 3.10.2, 5.2.3, 7.2.3, 73-1, 7.3.5, 73.10, Copies Furnished of Drawings and Specifications. 7.4, 8.1.1, 8.2.1, 8..23, 8.3:1,.9.5..1, 937 10:3 2, 12.1.1, 1.5, 2.2.5, 3.11 I43.2,. 15.1.5.1, 15.2.5 Copyrights Contract Time, Definition of 1.5, 3.17 :. 8.1.1 Correction of Work I CONTRACTOR 2.3, 2.4, 9.4.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2 ns 3 Correlation and Intent:ofthe.Contract:DvcumenN Contractor, ➢efiiition of 1.2 3 1 A Costs Co>�fFactor's Construction Schedules 2.4, 3.2.4, 3 7 3,.3 8.2,3 15.2, 5.4.2, 6.1.1, 6.2.3, 3.16'3.12.I, 3'12:2, 6.13, 15.1.5.2 73.3.3, 73..6 7.3.7, 73.8, 7.3-9, 11.3.1.2, 11.3.1.3, . Contractor's Employees 11.3A, 11.3.9, 12.1, 12.2.1, 13.5, 14 3.3.2, 3.4-3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, Cutting and Patching 11.1.1,113.7,14.1,14.2.1.1 3.14,6.2.5 AIA Document A23271 — 2009 (formerly A201 TMCNIa — 1992). Copyright s 1992 and 2009 by The American Institute of Architects. All rights.reserved. Init. INARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 4. .. Ale Document, or any portion. of it; may result in severe civic and crimIna$.penalties, and will be prosecuted to the maximum extent possible f under the law. Purchasers are not permitted to reproduce this document., To report copyright violations of AIA Contract Documents, e-mail The Amerfean Institute of Architects' legal counsel, copyright@aia.org. Damage to Construction of Owner'or Other Contractors 3.14.2, 6.2.4, 9.5.1.5, 10.2.1.2, 10.2.5, 10.4, 11.1.1, 11.3, 12.2.4 ;Damageaa the Work 3.14.2,99.1,10.2.1.2,10.2.5,10.4,11.3.1,12.2.4 Damages;: Claims for 3.2.4,3.18,6.1.1,8.3.2,10.3.3,11.1.I;11.3.5,11.3.7, 14.2.4, 15.1.6 . Damages for Delay 6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2, 15.1.5 Date of CommencemenE-ofthe Work, Definition of 8.1_.2 Date of Substantial Completion, Definition of Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3.1, 3.4.1, 3.5, 3.7.1,3.10.1,3.12,3.14,4.2;:62:2,7;1.3,7.3.5. 8.2, 9.5.1,9.9.1,10.2,10.3,12.2,14.2,14.3.1,15.1.3 Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.3, 7.4, 8.3, 9.5-1, 9.7, 10.3.2, 10.4, 14.3, 15.1.5, 15.2.5 Failure of Payment ..9.5.1.3, 9.7, 13.6, KIA 3,.1413, 14.2.1.2, 15.1.4 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2 1 4 2 15, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.3.1, 11.3.5112.3, 15.2.1 Financial Arrangements, Owner's $.1:3 2.2.1 Day, Definition°of GENERAL PROVISIONS 8.1.4 1 Decisions of;tlte Architect Governing Law 3.7A427;4:28 42:10,4211"L-A .13,42:15,4.2.16; 13.1 219 4 2 2p, 7 9, 8.1.3, 83_1, 9.2, 9.4, 9.5, Guarantees (See Warranty and Warranties) 9 8 3, 9 8 4, 9.91 IO 12 13 5 2, 14 2.2,1.4.2.4,15.1, I5.2 Hazardous Materials Decist6fis: of the Construct�on:Manager 10 2 4, 103 . 7 3.7 7 3 8, 7 3 9 151, 15.2 Identification of Contract Documents Decisionsao Withhold Cerfi ledtion 1:2.1 9.4:1:; 9 5, 9 7, 14 L f 3 Identification of Subcontractors and Suppliers Defectiveox`Noncotiformg1g Work, Acceptance,: - 5.2.1 Rejection and Correction ofa" = Indemnification 2.3, 2.4, 3.5,'4 2 8,, 6:2 5, 959.6.6, 4.8.2:9.9.3; 3.18, 9:10.2, 10.3.3, 10.3.5, 14:3.6, 11.3..1.2, 11.3.7 9,10.4, 12.2.1, 1112 Information and Services Required of the Owner Definitions 2.1.2, 2.2, 4.2.6, 61.2, 6.2 5 9 b°I 9.6.4, 9.8, 9.9.1, 3.1.1, 3.1,2 1, 3 12 2�`3.12.14.1.1, 4.1.2, 9.10.3, 10.3.2, 10.3 3, 11..2.1 11.3.4, 13.5.1, 13.5.2, 727.31,8.1,9.I,9:811. ,I51.1 14.1.1.4,14.1.3.;`15.1.2' Delays and Extensions of Time Initial Decision 3.2;3.74,5.23,72731,748.3,9.5.1;9.7, 10.3.2, 15.2 10.4, 14.3.2;:15 1 5,-15 2.5 `' Initial Decision Maher, Definition of Disputes 7.3.8, 7 3 9 .,9 3, 151, 15.2 Initial Decision Maker, Extent of Authority DISPUTES; ,CLAI1yIS AND: 14.2.2, 14.2.4, 15.1.3, 15.2.2, 15.2.3, 15.2.4, 15.2.5 3.2.4, 6.1.1, 6 3 7 3.9 9.3.3,15, 15.4 Injury or Damage to Person or Property Documents and Samples at the Site 3.18.1, 10.2.1, 10.2.2, 10.2.8, 10.3, 10.33, 10.4, 3.11 ILL I Drawings, Definition of Inspections 1.1.5 .. 3.1.3, 3.7.1, 4.2.2, 9.8.2, 9.9.2, 9.10.1, 13.5 Drawings and Specifications, Ownership and Use Instructions to Bidders 1. 1. 1, 1.5, 2.2.5, 3.11, 5.3 1.1.1 Duty to Review Contract Documents and Field Instructions to the Contractor Conditions 3.1.4, 3.3.3, 3.7.1, 4.2.4, 5.2.1, 7, 8.2.2, 12.1, 13,5.2 3.2 Instruments of Service, Definition of Effective Date of Insurance 1.1.7, 1.5, 1.6 8.2.2, 11.1.2 Insurance Emergencies- ., 6.1.1, 7.3.7, 8.2.2, 9.3.2, 9 8 4 9.9A 9.102, 10.2.5, 10.4, 14 1.12, 15 .1.4 11 Employees, Contractor's. Insurance, Boiler. and Machinery 3 3;8.1; 3.9, 3,18 '1, 3.18.2; 4.2.3, 4.2.6, 11.3.2 10.2, 10 3 3,-::11 11, 11.3.7, 14.1,14.2.i.I Insurance., Contractor's Liability Equipment; tabor, Materials and or 11:1 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12.2, 3.12.3, Insurance, Effective Date of 3.13.1,3.15.1,4.2.8,4.2.7,5.2.1.,6.2.1,7.3.7,9.3.2, 8.2.2,11.1.2 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.2 AIA Document A232Tm - 2009 (formerly A201 "ICMa--1992). Copyright1992 and 2009 by The American Institute of Architects. All rights reserved. ]nit• WARNING: This Ale 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. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. 5 Insurance, Loss. of Ilse -, Means, Methods, Tecbniques, Sequences and. , 11.3.3. Procedures of Construction f Insurance, Owner's Liability. 3.3.1, 3.:12 10 4.2.5, 4 2:11- ` ` 11.2 Mechanic's Lien Insurance, Property 2.1 2, 15.2.8 . 10 2, i13 Mediation Isuranee,_ Stored Materials 8.3.1, 10.3 5, 15:.2.1, 152:5 15 2;6 .15 3 15 4-1 9.32; 1 L3.1 Minor Changes in the Work E INSURANCE AND BONDS... 1.1.1, 3.12.8, 4.2.13 7.1,7 MISCELLANEOUS PROVISIONS . insurance Companies, Consent.to Partial.Occupancy 13: 91, 11 3 1.5 Modifieations, Definition of ,....._ Insurance Companies, Settlement with IF 3.10 Modifications to the Contract Intent of the;Corttract Dpclxrnents 1.1.1., 1.1.2, 3..11, 4.1.3, 4.2.14:, 5.2 3,,7; 11.3.1 1..2; 4.2 18x.4 219, 74 -;. ,; Mutual Responsibility71 Interest 6.2. 3 9.7;13 6 Nonconforming Work _Acceptance. of . 3 ' = InterpretaEron 9.4.3, 9.8.3;12.3 14 4 2 8, 4 2 17, 4218 - Nonconforming Work, Rejection and Correction of > lnteTt6tations, Writt en 2.3, 2A 3..2.3; 3..7.3, 9.4.3.3, 9;8.2, 9.8.3 9.9.1;. - 42l7,42:l$ 42 0 11.1 1,112.2.1-:.12.2.3; 12..2.4 12.2.5 1 :. Joinder and Consoltdatzon Required Notice afC(alil75. 15 4 4 1 5, 2.1.2, 2.2.1,,2:4, 3:2..4, 3.3.1:,.3.'3:1, 3 7.2; 3.7 5,: Judgment on l inal sar wd 3.9.2,3.119,5.2.1,6.3,:9.4.1,9.7,9.10:1,9.1.4.2, 15.4-2 10.2.2, 10.2.6 10.2.8; 10.3.2,.11.3.6, 12.2 21, 13:3, ;: Labor a nd Materials, EquiIlncnt 13.5.1, 13.5.2, 14.1.2, 14;2.2, 14.4 2, 151 2, 15.=1.4, :I1.3 116;34 382 383 3,12.,2;312.3.3.126 15.1.5.1,152;..I5:4.1 7 3.7, 9 3..3; Notice of Claims 9.5.1.3,96 9102 102I2;11.3.114.2,1,142.2 3.7.2,10.2.8,15.1.2,15.41 Labor Disputes Notice of. "Testing and Inspections i js 8.3. L.. 13.5.1 13..5.2 Laws and Regulations Notices, Permits, .Fees: and 3 23; 3.2.4, 3 7, 3.1;3 1 10.2 2;10.2.3, 13.5.1, 14.2.1 2 3.7, 7.3.7, 16 2 . _ . _ ....: _ Lieis - Observations, On -Site 21:2, 9 3,.4.10-2,'9-10:4, 15.2.8 3 3.2.1, 9.5.1, 12.1.1 Liirtitatiorf orr Consolidation or Joinder Occupancy 2.2.2, 9.6.6, 9.9, 11.3.1.5. Limitations, Statutos=of On -Site Inspections 4.22, 9.10.1,.9.4.4, 9.5.1. Limitations ofAuthoxity Orders, Written 3.12.4, 4:I3,4 2 16 ` 4.2.7, 4.2.18, 4.2.20 ' Limitations of Liability Other Contracts and Contractors ' 9.6.7, 11.1.1, 12.2 1.1.4; 3.14.2, 4.2.9, 6, 11.3.7, 12.1.2 Limitations of Time OWNER 3.10.1,4.2.17,4.2.20,8.11,9.3.3,9.6.1,9:8.4,9.10.2; 2 10.2, 11.13, 12.1.1, 12.2.2.2,.12.2.5, 13.7, 14.1;1,152.6.1 Owner, Definition of l Loss of Use Insurance 2.1.1 11.3.3: Owner, Information and. Services Required of the € Material Suppliers 21.2, 2.2, 42, 6.1.2, 6.1.3, 6.2.5,932, 9.6.1, 9.6.4, E 1.5.1, 1.5.2, 3 12; 4.2.6,:42.8, 9 3 1 9 3 1.2, 9.3.3, 9.9.2, 9.10.2, 10.3.3, 11.2.1, 11 3 13.5.I, 13.5.2, 9.5.3,9.6.4;9.65:9.6.7,9.105,113.1 14.1.1, 14.1.3, 15.1.3 M terials, Hazardous Owner's Authority .10.2 4,1.03 1.5, 2.1:1, 23,:12-44 3A.2, 3 12.10,.3.14.2, 41.2,.4.1.3, Materials, Labor, Equipixzent and 4.2.8, 4.29, 5.2.1 `5.2.4, 5.4.1, 6.1, 6.3, 7.2; 7.3.1, 1.1.3, 1.1.6; L5:1' 1.5.2, 3.4, 3.5, 3.9.2, 3.8.3, 3.12.2, 8.2.2, 9.3.1:; 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10..3.2, 3.12.3, 3.12.6, 31210, 3.131, 5.2.1, 6.2.1, 9.3.1,.. 11.3.3, 11.3.10, 12.2.2.1, 12.3, 13.5.2, 14.2; 14.3.1, 9.3.2, 9.3.3, 9.51, 9.5.3, 9.6.4, 9.6.5, 9-6.7, 9.10.2, 14,4, 15.2.7 9.10.5, 10.2.1, 10.2.4, 10.3 AlA Document A232i°-2009.(formerly A201-CMa—1992). Copyright:© 1992,and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This Ate Document is protected by U.S. Copyright Law and International Treaties. Unatkthorized reproduction or d'astribution of this AIA' D,ncur�rent, or any.portionof it, may result in severe c€v.H and criminal per+alties, and wilt be prosecuted.to the maximum extent possible untie; the law. Purchasers. are not permitted to reproduce this document. To report copyright violations. of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. Owner's Financial Capability Product Data, Definition of 2.2.1, 13.2.2, 14.1.1 3.12.2 Owner's Liability Insurance Product Data and Samples, Shop Drawings 11.2 3.11, 3.12, 4.2.9, 4.2.10, 4.2.14 Owner'sRelationship with Subcontractors Progress and Completion 1.1.2, 5.2.1, 5.3, 5.4.1, 9.6.4, 9.10.2, 14.2.2 8.2, 9.3.1, 9.4.2, 9.6,.9.8, 9.10, 14.24, 15.1.6 Owner's, Right to Carry Out the Work Progress Payments 2.4, 12.2.4, 14.2.2 9.3.1, 9.4.2, 9.6 Owner's Right to Clean Up " : Project, Definition of j 6:3 1.1.4 Owner's Right to Perform Construction: with Own Project Representatives Forces and to Award Other Contracts 4.2.16 : `6.1 Property insurance Oi ner's Right to Stop the Work 10.2.5, 11.3 2.3 Project Schedule Owner's Right to Suspend the Work 3.10.1, 3.10.3, 3.10.4, 4.2.2, 4.2.3, 4.2.4 { 143 PROTECTION OF PERSONS AND PROPERTY Owner's Right to Texrrzznate the Contract 10 14.2 :. Regulations and Laws QwnershipUal f 1.5, 3.2.3, 3.6, 3.7, 3.12.10; 3.13, 4.1.1, 9.6.4, 9.9.1,ow and'Otheir Instruments of Service 10.2.2, 11.1, 11.4, 13.1,13.4, 13.5.1, 13.5.2, 13.6, 14.1.1., 1.4:2.1, 15.2.8, 15.4 4,2. l8, .4.2.20 Rejection of Work Partial Occupancy; or Use' 3'5, 4.2.8, 12.2.1 -9.9 11.3.1`.5 Releases of and Waivers and of miens Patching, Cutting,'and 9.10.2 3.14, 6.2.5 - Representations ;-Patents. and Copyrights, Royalties 1.3, 2.2.1, 3.5, 3.12, 6:22, 8.2.1, 9.3.3 9.4.3, 9.5.1, j 3.17; ,,:. 9.8.2, 9.10.1 ,.Payment, Applications fo>r Representatives 4.2'.1, 4.2.7; 4 2 15,;;7 3 9 9 2 :9 3, 9.4, 9.5, 9.7, 2.1.1, 3.1.1, 3.9, 4 1 1, 4 `2.1,'4.2.2, 4.2.10, 5.1.1, 9r10.1, 9:10.3, 9.10.7 5' 11 "11, 5.1.2, 13.2.1 Payment, :Certificates. folr : _ : Requests for Information 42:15,739 9 3, 9 4, 9.5 6=1, 9.6.6, 9.7, 9.10.1, 42.20 9.103, 14.1.1 31 15:13 Resolution of Claims and Disputes Payment; Failure of 15 9`.4.1, 9.5, 97, 14 11 3 Responsibility for Those Performing the Work Payment, Final 3.3.2, 3.7.3, 3.12.8, 3.18, 4.2.2, 4.2.5, 4.2.8, 5.3, 6:1.2, 4.2.1, 9.8.2, 910, 11 1:2, 11 3.1', 11.3.5, 12.3, 152.1 6.2, 63, 9.5.1, 9.8.2, 10 ' Payment Bond, Performance Bond and Retainage 5.4.1, 7.33 9:6.7s,9.1,0:2; 9.10.31 11, 11.4 9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9,10.3 .Payments; Progress =` Review of Contract Documents and Field 9 3;1.;,-9.4.2, 9.6 Conditions by Contractor PAYMENTS AND COMPLETION 1.2.2, 3.2, 3.7.3, 3.12.7 9,14 Review of Contractor's Submittals by Owner, Payments to Subcontractors Construction Manager and Architect 5.4.2, 9.3, 9.5.1.3, 9.5.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5:2, 5.2, 9.2; 9.8.2, 9.10.5, 14.2.1.2 Review of Shop Drawings, Product Data and Samples PCB by Contractor ,. 10.3.1 3.12.5 Performance .Bond and Payment: BMW Rights and Remedies 7.3.7,9.6.7,9.10.2,9..103;11,4`1.4 1.1.2,2.3,2.4,3.7.4,3.15.2,4.2.8,5.3,5.4,6.1,6.3, Permits, Fees,;Notices and Compliance with Laws 7.3.1, 8.3, 9.5.1, 9 7, 10.2.5; 10.3, 12.2.2, 2 22, 3.7, 73 7.4:10.2.2 12.2.4, 13.4, 14; '15.4 . " PERSONS AND PROPERTY, PROTECTION OF Royalties, Patents and Copyrights .:::.10 3.17 Polychlorinated Biphenyl Rules and Notices for Arbitration 10.3.1 15.4 Init. AIA Document A2321m -- 2009 {formerly A2011T CNIa—1992). Copyright @ 1992 and 2009 by The American Institute of Architects. Ail rights reserved. WARNING: This Ate 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. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. 7 Safety of Persons and Property. Substantial Completion, Definition of 10.2, 10.3, 10.4 9.8.1 Safety Precautions and Programs Substitution of Subcontractors. 3.3.1,3.12;4.2.5,5.3,10.1,10.2,1031 10:4. 5.2.3,5.2.4 Samples,,Definition of Substitution of Architect 3 12.3 4.1.4 Samplesi;Shop Drawings, Product Data and... Substitution:of Construction 1Vlan.ager.. . .3.11, 3.12; 4.2.9, 4.2.10 4.1.4 Sam' es; at the Site, Documents and Substitutions of 1vlaterials .."' 3.4.2, 3.5; 7.3.8 c.,ti.�.a.,ia.,f'[T.,i„o� 6ih_cntiicnni�-a�tnr T�efrmtinn:nfr Shop Drawings, Product Data. and- Samples... Supervision and Construction Procedures Site ,ITse of 4.2.10, 4.2.11, 6.1.3, 6.14, 7.1:3, 7.33 8 2, 8 3: 1, 3.13, 6.1.1 6 2 1.... ;' 9.4.3.3, 1.0, 12, 14, 15.1.3. Site Inspections Surety . 3 2 2 3 3.3, ` 71, 3 7 4, 4.2.2i 4 Z'.3, 4.115, 9;4.3.3; 5;4 1°.2,. 9.8:5, 9.10.2, 9.10.3, 1.4.2,2, 15..2,.7 9.83, 9 9 2� 10 1,;13 5. ; . Surety, of. Site Visits, Archl ec1's 9.10.2, 9.10.3 3.7:4, 4 2.2 4 2 15"9 S 3, 9, ? 9.10 1;13.5 Surveys Special-Inspecttons and Test ng 1.1.7, 22.3 4.2.8; 12 2;;1:; 13.5 .. Suspension by the Owner for Convenience Speci.cattots Defitutton. of 14.3 - 1.1.6 Suspension of the: Wbik Specifications 5.4.2, 14.3. 1.1.1 11 6, 1.2.2, T.5, 3.11,3% .12.10, 3.17, 4.2.14. Suspension or Terrzlination of the Contract Staffing Plan 4.2:3 Taxes Statute ofLimitations i zztat>aris 3.6, 3.8.2.1; 7.3.7.4 Termination by the Contractor Stopping tlae°Work 14.1, 15.1:6 2:.3, 9 7; -10.3, 14.1 .! Termination .by the Owner for Cause Stored jvlater als 5..4.1.1,1.4.2,.15::1.6 6.;2.1, 4 3 2,-I O 2 -J .2.,. 1,0.2.4 Termination by the Owner for Convenience Subcontractor, Definition of 14.4 5.1:1 Termination of the Contractor SUBCONTRACTORS 142.2 5 TERMINATION OR SUSPENSION OF THE :. Subcontractors, Work by CONTRACT 1 22, 3.3.2, 3.12.1, 4..2.5, 5.2.3, 5.3, 5.4, 9.3...1.2, 9:6 7 14 Subcontractual Relations Tests and Inspections 5.3 5.4,9.3.1.2,9.6.2,9.6.3,9.10,10.2.1,141,14.2 3.1.4,3.3.3,4.2.2,4.2.6,4.2.8,9.43.379:83,9.9.2; Submittals .. 9_I0.1, 10.32, 112.1,13.5 3.2.3, 3 1.0,111 3.12, 4.2.9, 4.2. 10 4 2.11,. 5.2 1, TIME ... 5,2.3; 7 3.7,'9 27 93; 9.8, 9.9.1, 9.1[7.2'9.1Q.3, 11.1.3 S. Submittal Schedule Time, Delays and Extensions of . 3..IA2, 3 12 5, 4 2 9, 4.2.10 3.2.4, 3.7.4, 5.2.3 72, 7.3.1, 7.4, 8.3, 9.5.1, 10.3.2, SuI?rogation Waivers of 14.3.2, 151.5, 152.5 6.1.1, 11.3.7 Substantial Completion 8.1.1, 8.1.3, 8.2.3, 9.4.33, 9.8, 9.9.1, 9.10.3, 12.2.1, 12.2 2, 13.7 AIA Document A23211 - 2009 (formerly A201 TMCMa—1992). Copyright © 1992 Init. and 2009 by The American Institute of Architects. All rights.reserved. WARNING: This AIA® Document is protected by U.S. Copyright Lmv and Jnternational Treaties. Unauthorized reproduction or distribution of this $ Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are not permitted to reproduce this document: To report copyright violations of AIA Contract Documents; e-mail The American Institute of Architects' legal counsel, copyright@aia.org. . Time Limits 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2. 1, 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, 9.4.2, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1..3, 11.4, . 12.2, 13'5, 13.7, 14, 15 YY al V l 1 Vl V V1AJl �uVuAut: 1.+ iu�.a 14.2.4, 15.1.E Waiver of Liens 9.10.2, 9.10.4 :Waivers of Subrogatioti 6.1.1, 11.3.7 Warranty - 3.5, 4.2.15, 9.3.3,.9.8.4; 9.9.1, 9.10.4, 12.2.2, Weather Delays 15.1.5.2 Work, Definition of 1.1.3 Written Consent .5.2. 3.42. 3.7.4. 3.12.8.3_142.4.1.3. 9.3.2. 9.8.5. Init. AIA Document A232"" — 2009 (formerly A201'TMCMa—1992). Copyright 01992 and 2009 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 9 Ate 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. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents; e-mail The American Institute of Architects' legal counsel, copyright@aia.org. ARTICLE 1 GENERAL PROVISIONS § 1.1 Basic Definitions § 1.1.1 The Contract Documents. The Contract Documents. are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement), and consist of the Agreement, Conditions of the Contract ((3eneral, 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. kModification 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 erktfmeF ated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or osals, the Contracto.bid or proposal, or portions of addenda relatih _to biddin :re uirements )Pro § 41.2 The Contract. The Contract Documents form the Contract for Construction. The Contract represents the entire and-dntegratod agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either writien` or oral:; The Contract may be amended or,modified only by a Modification: The Contract Documents. shall not be construed to oreate;a contractual relationship of any kind (1) between the Contractor and the Architect or l tlie;Archtteet's consultants, (4between the Owner and the Construction Manager or the Construction Manager's i consultants, (3) between the owner and ttie Architect or the Architect's consultants(4) between the Contractor and. ! the Construction Manager or the: Construction Manager's consultants, (5) between the .Owner and a Subcontractor or Sub=subcontractor (6) between,the Construction Manager and the Architect, or (7) between. any persons. or entities other'thart the Owner and Contractor. The Construction Manager and Architect shall, however, be entitled to i performance and enforcemerit of obligations under the Contract intended to facilitate performance of their 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, equipmentand services. provided or to lie 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 °PYolect. -The Project is. the total construction. of which the Work performed under the. Contract Documents 3 may be the whole or .a part:and which may include construction by other Multiple Prime Contractors and by the Owner's own force '111 hiding persons. or entities. under separate contracts not administered by the Construction i Manager l 1.1.5 The;Drawings The Drawings. are the graphic and pictorial portions of the Contract Documents showing the 4 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 requirementsfor materials, equipment, systems, standards and workmanship for the Work, and performance of related -. services. § 1.1.7`Instruments of Service. Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. i § 1.1.8 Initial Decision Maker. The Initial Decision Maker.is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2 and certify termination of the Agreement under Section 14.2.2.. 1 1 § 1.2 Correlation and Intent of the Contract Documents The intent of the Contract Documents is to include all items necessary for the proper execution and completion a - of the Work.;by the Contractor. The Contract Documents are complementary, and what is, required by one shall be as binding as if'required: by all,' performance by the Contractor shall be required only. to the extent consistent with the : ,..Contract Documents and reasonably inferable from them as being necessarytoproduce 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. AIA Document A2327m - 2009 (formerly A201 T CMa-1992). Copyright© 1992 and 2009 by The American Institute of:Architects. All rights reserved. Init. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 1 U 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. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or: construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.3. Capitalization Terms. capitalized in these General Conditions include those that are (1) specifically defined, (2) the,.titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects... § 1 4Interpretation Ir the: interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement § 1.5 Ownership and Use of Drawings, Specifications and Other Instruments of Service §`I.S. I The Architect and the Architect's consultants shall be deemed. the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other reserved rights,including copyrights. The Contractor, Subcontractors, sub -subcontractors, and material or equipment suppliersshall not :ownnr claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect, or Architect's consultants' reserved rights. § 1.5.2The Contractor, Subcon#ractors, Sub -subcontractors, and material or -equipment suppliers are authorized to use and reproduce the Instriurients of Service provided to them solely and exclusively for execution of the Work. All copies made under.this authorization shall bear the copyright notice,' if any, shown on the Instruments of Service. The Contractors Subcontractors, Sub -subcontractors, and material: or equipment suppliers may not use the Instruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner,.Architect and the Architect's.consultants. § 1.6 Transmission _of Data in Digital Form' .:. If the parties intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions, unless otherwise already provided in the Agreement or the Contract.Documents. ARTICLE 2 OWNER . 2.1 General § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout.the Contract Documents as,.if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind:the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Article 4, the Construction Manager and the Architect do 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 § 211 Prior to commencement of the Work, the Contractor may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owners obligations under the Contract Thereafter, the Contractor may only request such evidence if (1) the Owner fails to make payments to the Contractor as the Contract Documents require, (2).A change in the Work materially changes the Contract,Sum, or`(3) the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change. After the Owner furnishes the.evidence, the Owner shall not j materially vary -such financial arrangements without prior notice to the Contractor. § 2.2.2 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent AIA Document A232TA1 -- 2009 (formerly A201 TMCMa—1992). Copyright C)1992 and 2009 by The American Institute of Architects. All rights reserved. - Init. WARNING: This AIA Document is protected by U.S. Copyright taw and International Treaties. Unauthorized reproduction or distribution of this � 1 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_ Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. Work that is.not in accordance with the requirements of the Contract Documents as :atedly fails to carryout Work in, accordance with the Contract Documents, the Owner Contractor. to stop the Work, or airy portion thereof, until the cause:for such order has ig tof the Owner to stop the Work shall not give rise to a duty on the pars=of the::. the benefit of the Contractor= or any other person or entity; except to the extent the::Work . rkets to carry out the Work in accordance with the Contract Documents and fails ,eipt of written notice from the Owner to commence and continue correction of such and promptness, the Owner may, without prejudice to other remedies.the.Owner:may. 1 have;: correct sucb deficiencies. In such case an appropriate Change Order shall be: issued deducting from payments 1 then:ox thereafter due the Contractor the reasonable cost of correcting such deficiencies, including. Owner's expenses I and compensation for the-�onstruction Manager's and Architect's and their respective consultants' additional services riaade necessary bX'such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subiect to przor approval of the Architect, after consultation with the Construction Manager. If payments .then i or thereafter;due"t1iV-ftactor are not sufficient to cover such amounts; the Contractor shall pay the difference. to the E Owner F E ARTIGLE 3 CQNTRAG TOR § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Do"cements as if singular in number, The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters. under this Contract. The term "Contractor" means the Contractor or the Contractor's authorized representative. ' § 31.2 The plural term "Multiple Prime Contractors" refers to persons or entities who perform construction unider contracts with the Owner that are administered by the Construction Manager. The:term does not include'the Owner's own forces, including persons or entities under separate contracts not administered by the Construction Manager. § 3.1.3 The Contractor shall :perform the Work in accordance with the Contract Documents. § 3.4.4 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 Construction Manager or Architect in their administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor_ AIA Document A232T"° — 2009 (formerly A207 imGMa—1992). Copyright @ 1992 and 2009 by The. American Institute of Architects- All rights reserved. Init. INARNING: his AiA� Document is protected by L.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 12 AM0 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible f under the law. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' Legal counsel, copyright@aia.org. § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. §.3.2 2 Beeause the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of.the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of.any existing .--,--:';...,..'conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Construction Manager and Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information submitted to the Construction Manager in such form as the Construction. Manager, agdArchitect may require. It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in ahe Contract Documents:' § 12.3 The'Contractor is not required to ascertain that the Contract Documents are in accordance with. applicable laws, statutes; ordinances,'codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall re` ort tothe'Construction Manager and Arc hitect an nonconformity discovered b or made known to the Y promptly p g Y. tY Contract or;as a request for nformation submitted to Construction Manager in such form'as the Construction Manager and Architect may. require. § 3.2.4 If the Contractor believes :that additional cost or time is involved because of clarificationsor instructions the Architect issues in resporse to the'.Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall make`Claims as provided in Article l'5'''If the Contractor fails to perform the obligations:of Sections 3.2.2 or, 3.2.3, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner:or Architect: for damages resulting from errors, inconsistencies or omissions in the Contract Documents;for`differences between field measurements or conditions and the Contract. Documents, or for i nonconfortnities:of:the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 3.3 Supervision and'Construction Procedures § 3.3.1 The Contractor shal 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 instruction 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, the Construction Manager, " and`the Architect and shall not proceed with that portion of the Work without further written instructions from the Architect, through the Construction Manager. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any loss or damage arising solely from those Owner -required means, methods, techniques, sequences or procedures. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees;` Subcontractors and their agents and employees, and other persons 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 the Project 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 Init. AIA Document A232T — 2009 (formerly A201 T CMa—1992). Copyright @"1992 and 2009 by The American Institute of Architects. All rights reserved. Lh`ARHING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 13 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. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. facilities and services necessary for proper execution and >compl:etion of the Work, whether temporary: or.perrnanent and whether or not incorporated or to be incorporated in the Work. 11 comply with and give notices required by applicable laws, statutes; ordinances, codes, lawful orders of public authorities applicable to performance of the Work. ntractor,perf,6Tms Work. knowing it to be eontrary to applicable laws, statutes, ordinances, codes, rules oL lawful orders of public authorities, the Contractor shall assume appropriate .responsibility for such bear the costs attributable to correction. mal § 3,7 4 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown:physical conditions of an unusual nature that differ materially from those ordinarily found to exist and geneyally recognized as inherent. in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner, Construction Manager, and the Architect before conditions. are 'disturbed and in no event later than 21 days after first observance of the conditions. The Architect and Construction Manager will promptly investigate such conditions:and, if the Architect, in consultation with the Construction Manager, determines that they differ materially, and cause an increase or decrease in the Contractor's cost of or time required for, performance of any part of the' Work, will recommend an equitable adjustment in the Contmet Sum or Contract Time, or both. If the Architect, in consultation with the Constructions .Manager, 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 rs justified,. the Architect shall promptly notify the Owner, Construction' Manager, and Contractor in writing; stating the reasons. "If the Owner or Contractor disputes. the Architect's determination or recommendation, either party may proceed as provided in Article 15. § 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner, Construction Manager, and Architect. AIA Document A232T1" — 2009 (formerly A201 T""CMa—1992). Copyright @ 1992 and 2009 by The American Institute of Architects All rights reserved lnif. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthori od reproduction or distribution of this � k Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible ! under the law. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail Th.e American Institute of Architects' legal counsel, copyright@aia.org. Upon receipt of such notice, the Owner shall promptly takeany action necessary to obtain governmental authorization `i required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features maybe made as provided in Article 15, § 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,' butthe Contractor shall not be required to employ persons or entities to whom ,the Contractor has reasonable objection. Unless otherwise provided in the Contract Documents: .1 Allowances shall cover the cost to the` Contractor., o€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 wJ other ekpgnses contemplated for stated allowance amounts shall he included in the Contract Sum but uotAn the allowances; and 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.$ 3 Materials and equipment _under an allowance shall be selected byrthe Owner with reasonable promptness. § 39 Superintendent 15'. °3;9.1 The'Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance' at the e Pro ct site during erfortnaiance of the Work. The superintendent shall represent the Contractor, and J_ gP , comaauntcattons given to the'superintendent shall be as binding as if given to the Contractor. § 3.9.2 Tfi&Contractor, as soon as practicable after award of the Contract; shall furnish in writing to the Owner and Archttectthrougli the Construction Manager, the name and qualifications of a proposed: superintendent. The Construction Manager may reply within 14 days to the Contractor in writing stating (1) whether the Owner, the Construction Manager, or the; Architect has reasonable objection to the proposed superintendent or (2) that any of then require additional time to review. Failure of the Construction Manager to reply within the 14 day period shall constitute notice'of no reasonable objection. §.3`.9 3 The;_Cotgtractor-shall not employ a proposed superintendent to whom the Owner, Construction Manager or Architect has ;made reasonable and timely objection. The Contractor shall not change the superintendent without the I Owner's; consent; .which shall not unreasonably be withheld or delayed. §'3.10 Contractors Construction Schedules 3.101 Tlie Cortractorrom tl after being awarded the Contract shall prepare and submit for the Owner's and § , P P Y g P P Architect's information and the Construction Manager's approval a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project schedule to the extent required by the Contract Documents, and shall provide. for expeditious and practicable execution of the Work. The Contractor shall cooperate with the Construction Manager in scheduling and performing the Contractor's Work to avoid conflict with, and as to cause no delay in,.the work or activities of other Multiple Prime Contractors or:.the -. construction or operations of the Owner's own forces. § 3.10.2 The, Contractor shall prepare a submittal schedule, promptly after being awarded theContractand thereafter update it asmecessary to maintain'a current submittal schedule, and shall submit the schedule(s) for the Construction Manager's and Architect's ,approval. The Architect and Construction Manager's approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's construction schedule, and (2) allow the Construction Manager and Architect reasonable time to review submittals. If the Contractor fails to submit a sffiinittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. AEA Document A232T — 2009 (formerly A201 T CMa—1992). Copyright 01992 and 2009 by The American Institute of Architects. All rights reserved. ]nit' WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. unauthorized reproduction or distribution of this 15 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 lava. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 3.10.3 The Contractor shall participate with other Contractors, the Construction Manager and Owner in reviewing and coordinating all schedules for incorporation into the Project schedule that is prepared by the Construction Manager. The Contractor shall -make revisions to the.construction schedule and submittal schedule as deemed necessary by the Construction Manager to conform to the Project_ schedule: § 31 D 4 TYe Contractor shall perform the Work in general .accordance with the most recent schedules submitted to the Owner Construction Manager and Architect and incorporated into the approved Project schedule. § 31 t Documents and Samples at the Site. The Contractor shall maintain. at the. site for the Owner one copy of the,Drawingsz Specifications Addenda; Change Orders and other Modifications, in good order and marked currently to indicate —field changes and selections made during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These documents shall be available to the Architect and delivered to the Construction Manager for submittal to.:the Owner upon completion of the Work as a record ci.€ the Work as constructed: § 31:2 Shop l]rawngs, Product Data and;Samples 13 12.1 Sh1?o „_.Drawin s. are drawings, diagrams, schedules::and other data specially prepared for the Work by the .o ! Contractor or a Subcontractor,_:,Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of § 3 12 2 Product Data are > llustrations, standard schedules;. performance charts, instructions, brochures, diagrams and other information furmshedby the Contractor to illustrate materials or equipment for some portion of the Work. ' § 312.3 Samples are,'.physu examples that illustrate materials, eent or workmanship and establish standards by which the Work wiil:be judged § 3.12.4 Shop Drawings Pzoiuer Data, Samples and. similar submittals are not Contract Documents. Their purpose is , to demonstrate the wav hy.which the Contractor proposes to conform to the information given and the design concept expressed in..the Contract Doerfinents for those portions of the Work for which the Contract Documents require submittals-Revrew by the.ArdiAect':and Construction Manager, is subject to the limitations of Sections 4.2.9 through 4.2_.11. Informational submittals upon which the Construction Manager and Architect "are not expected. to take' responsive action max .be so identified in the Contract Documents. Submittals that, are not required by the Contract 1 Documents, maybe returned by the Construction Manager or Architect without action. §" 3.'12.5 The, Contractor shallreview for compliance with the Contract Documents, approve and submit to the Construction Manager Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the Project submittal schedule approved by the Construction Manager- and Architect, or in the absence ofan,approved Project submittal schedule, with reasonable promptness and in -such sequence as to . cause no delay in the Work or in the activities of other Multiple Prime Contractors or the Owner's own forces. The Contractor shall cooperate with the Construction Manager in the coordination of the Contractor's Shop Drawings, Product Data,. Samples. and similar submittals with related documents submitted by other Multiple Prime Contractors. m § 3.126 By submitting Shop Drawings, Product Data, Samples and similar submittals, the; Contractor represents to the f Owner, Construction Manager, and Architect, that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do .so and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents:require submittal and review of Shop Drawings, Product Data, Scruples or similar submittals until the respective submittal has: been reviewed. and 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,,Produet Data, Samples or similar submittals unless the Contractor has specifically informed the Construction Manager and 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 Init. AIA Document A232TA° — 2009 (formerly A201 T^'CNIa-1992). Copyright ID1992 and 2009 by The AmericanInstituteof Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distdbution.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 16 f under the law. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. 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 Construction Manager and Architect on previous submittals. In the absence of such written notice, the Architect's approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide. professional services that constitute the practice of architecture or engineering unless such services are specifically required by the. Contract`Documents for a portion.of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities Tor construction means methods techni ues ' sequences and procedures... The Contractor shall not be required to. ... � q � q p ,,.. _,. , q 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 Do me Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall causesuch services or certifications to be provided by a properly licensed design professional, whoseaignature;aud seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings'and otitersubmittals.prepared by such professional. Shop Drawings and other submittals related to the Work designed or `certified bysueh�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 oftheservices, certifications.and approvals performed or provided by such design professionals, provided the Owner and :rcfitect have specified .to the Contractor all performance and design criteria that such.. services must satisfy. Pursuant t0'ahis Section 3.12,10, the Architect will review, approve or take other appropriate action on submittals only -tor the limited purpose of checking for conformance with information given and the design concept expressed in "the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance and destgn,criteria`specified in the Contract Documents. 43.13 Use of Site § 3.13.1 The Contractor shall con ine operations at the site to areas permitted by applicable laws;, statutes, ordinances, codes, rules and regulations; and lawful orders of public authorities and the Contract Documentsand sball not unreasonably .encumber the site with materials or equipment. § 3.13.2 The Contractor shall _coordinate the Contractor's operations with, and secure the approval of, the Construction Manager before using any.poition of the site. § 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 togetherproperly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the'cutting, fitting and patching, unless otherwise required by the Contract Documents. § 3,14:2. The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner's own forces or of other Multiple Prime 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's own; forces or by other Multiple Prime Contractors except with written consent of the Construction Manager, Owner and such other Multiple Prime Contractors; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the other Multiple Prime Contractors or the .Owner the Contractor's consent to cutting or otherwise altering the Work. § 3.15 Cleaning Up § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under: the Contract. At completion of the Work the Contractor. shall remove waste materials, rubbish; the Contractor's tools, construction equipment, machinery and surplus materials from and about the Project: § 3.15.2 if the Contractor fails to clean up as provided in the Contract Documents, the Owner, or Construction Manager with the Owner's approval, may do so and the Owner shall be entitled to reimbursement from the Contractor. AIA Document A232T°" — 2009 (formerly A201 T C!%Ia — 7992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of.this 17 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. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 3.16 Access to Work The Contractor shall provide the Owner, Construction Manager and Architect access to the Work in preparation and progress wherever located. , § 3A Royalties, Patents and Copyrights . The -Contractor shall pay all royalties and license: fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner, Construction Manager and Architect harmless ;from loss on account thereof, but shall not be responsible for such defense or loss when a particular des>gn,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, Architect, or Construction Manager. However, if the Contractor has reason to believe that the required design, process or product is an anfrinoernent of a copyright or a patent, the Contractor shall be responsible. for 'such loss unless such informations is piromptly famished to the Architect through the Construction Manager. § 3:18 Indeln`nlftcation § A 81 To the fullest extent. permitted by law, the. Contractor shall indemnify and hold harmless the Owner, Construction-Manager,,Architect;. Construction Manager's and Architect's consultants, and agents and employees of any`gf theri'.from and against claims, damages, .losses and.expenses,, including but not limited to attorneys' fees, arising out.gf or resulting froir� performance -of the Work; provided. that such claim; damage, loss:or expense is attributable Ito bodi: Y J rY l: 1n u ;sickness; disease or death, qr to injury to or destruction of tangible property (other than the Work ltsek but:onl to the extent caused by the negligent acts or omissions of the Contractor,: a Subcontractor; .. ..__ Y ....... anyone directly orndueetly emmployed 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 I be construed=to negate abridge or:reduce other rights or obligations of indemnity that would otherwise. exist as to a. party or person described in this Section 3. 18. 3:18.Z Irt claixris. against axzy person or entity indemnified under this Section 3.18 by an employee of the Contractor, a: Subcontractor- anyone dirgctly orindirectly: employed by them or anyone for whose .acts. they maybe liable, the indemnification obligation under Section 3'18 shall not be limited by a limitation: on amount or type of damages, compensation or benefits payable by ,or for the Contractor or a Subcontractor under workers' coipensation acts, 'i disability, benefit acts or other. employee benefit acts: . ARTICLE 4>' ARCHITECT AND CONSTRUCTION MANAGER § 41:13en0al 41A The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing ' - § Y P tY Y P =5 architecture in the jurisdiction where the Project is located. That person or entity is identified as. the Architect.in the Agireement and is referred to throughout the Contract Documents as. if singular in number" § 4.1.2 `1:`he Owner:shall retain a construction manager lawfully licensed to practice construction management or. an entity ldwfully.practicing construction management in the jurisdiction where the Project is located. That person or eitity ls,ldented as the Construction Manager in the Agreement and is referred to throughout the Contract Docuznents� as if singular in number. p § 4.1.3 Duties, responsibilities and limitations of authority of the Construction Manager and Architect as set forth in . at not be restricted mod ified or extended without written consent of the Owner, the. Contract Documents shall , Construction Manager, Architect and Contractor. Consent,shall not be unreasonably withheld. §.4.1.4 If the employment of the Construction Manager or Architect is terminated, the Owner shall employ a successor construction manager or architect as to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Co. nstruction Manager or Architect, respectively.: § 4 2,Administration of the Contract § 411 The ConstructionManager and Architect will provide administration of the Contract as described in the ContractDocuments and will be the Owner's representatives during construction until the date the Architect issues the. final Certificate' for Payment. The Construction Manager and Architect will have: authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to AIA Document A2321m — 2009 (formerly A201 T CMa—1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING; This Ale 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 lawn. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA.Gontract Documents, e-mail The American . Institute of Architects' legal counsel, copyright@aia.org. I determine in general if the Work observed is beingperformed 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 ,I r exhaustive or continuous on -site inspections to check the quality or quantity of the Work. On the basis of the site k visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner and Construction Manager (1) known deviations from the Contract i Documents and from the most recent Project schedule prepared by the Construction Manager, and (2) defects and l deficiencies observed in the Work. § 4.2.3: The Construction Manager shall provide a staffing plan to include one or more representatives who shall be in attendance at the Project site whenever the Work is being performed. The Construction Manager will determine in general if the Work observed is being performed in accordance with the Contract Documents, will keep the Owner reasonably informed of the progress of the Work, and will report to the 'Owner and Architect (1) known deviations from the Contract Documents and the most recent Project schedule, and (2) defects and deficiencies observed in the Work § 4.2.4 The; Construction Manager will schedule and coordinate the activities of the Contractor and other Multiple Prune Contractors in accordance with the latest approved Project schedule. I § 4.2.5 The Construction Manager, except to the extent required by Section 4.2.4, and Architect will not have control over, or charge of:,constructfon'means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1, and neither will be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the, Contract` Documents. Neither the Construction 1 Manager nor the Architect will have control over or charge of or be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work § 4.2.6 Communications Facilitating Contract Administration. Except as otherwise provided in the Contract Documents i or when direct communications have been. specially authorized, the Owner and Contractor shall endeavor to ` communicate with'each other through the Construction Manager, and shall contemporaneously provide the same communications to the Architect about matters arising out of or relating to the Contract Documents. 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 other Multiple Prime Contractors shall be through: tile; Construction Manager and shall be contemporaneously provided to the Architect if those communications are about matters arising out of or related to the Contract Documents. Communications by and with the Owner's own forces shall be through the Owner, I § 4.2.7 The. Construction Manager and Architect will review and certify all Applications for Payment by the Contractor, in accordant with the provisions of Article 9. § 4.2.8 The Architect and Construction Manager have authority to reject Work that does not conform to the Contract Documents and will notify each other about the rejection. The Construction Manager shall determine in general whether the Work of the Contractor is being performed in accordance with the requirements of the Contract Documents and notify the Owner, Contractor and Architect of defects and deficiencies in the Work. Whenever the Construction Manager considers it necessary or advisable, the Construction Manager will have authority to require additional inspection or testing of the Work in accordance with Sections 13.52 and 13.5.3, upon written authorization of the Owner, whether or not such Work is fabricated, installed or completed. The foregoing authority of the Construction Manager will be subject to the provisions of Sections 4.2.18 through 4.2.20 inclusive, with respect to. interpretations and decisions of the Architect. However, neither the Architect's. nor the Construction Manager's' authority to act under this Section 4.2.8 nor. a decision made by either of them in good faith either to exercise or not to exercise such authority shall give. rise to.a duty or responsibility of the Architect or the Construction Manager to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing any of the Work: § 4.2.9 The Construction Manager will receive and promptly review for conformance with the submittal requirements of the Contract Documents, all submittals from the Contractor such as Shop Drawings, Product Data and Samples. Where there are Multiple Prime Contractors, the Construction Manager will also check and coordinate the information contained within each submittal received from Contractor and other Multiple Prime Contractors, and transmit to the Architect those recommended for approval. By submitting Shop Drawings, Product Data, Samples and similar AIA Document A232TW — 2009 (formerly A201 T"1CMa—1992). Copyright O 1992 and 2009 by The American Institute of Architects. All rights reserved. ]nit. WARNING: This AIA® Document is protected by U.S. Copyright taw and International treaties. Unauthorized reproduction or distribution of this 19 Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. submittals, the Construction Manager represents .to the.Owner and. Architect that the Construction Manager has reviewed and recommended them for approval. The Construction Manager's actions will. be taken in accordance with the Project submittal schedule approved by the Architect or, in the absence of an approved Project submittal schedule, with reasonable promptness while allowing sufficient time to permit adequate; review by the Architect. § 4 2 l4 Tl e Architect will review and approve or take other appropriate action upon the Contractor's submittals such as Shop brawings, 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'saaction will be taken n accordance with the. submittal schedule approved by the Architect or, in the absence -of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review,.,Upon the Architect's -completed review, the.Architect shall transmit its submittal review to the Construction Manager:: §, 4.2.11 Review of the Contractor's submittals by the Construction .Manager and Architect is not conducted for the rdringhpurie .accuracy and completeness of other details such as dimensions and quantities, or for substanttat n unstructxons for installationor performance. of equipment or systems, all of which remain:the _ responsibility of hey 'Contractox.as.requlred by the Contract Documents: The Construction Manager and Architect's. review of the Contractors s"_ -6 "" Is shall not relieve the Contractor of the obligations under Sections 3.3; 3.5 and 3.12The ConsrituctzartIuariagerand Architect's review. shall not constitute.approval of safety precautions or., unless otherwise s ecifically stated. by the Construction Manager and Architect, of any construction means; methods; tecliquen0es or pr6bcdures. The Architect': s approval of a specific item shall not indicate .approval of an assembly .of wirtc6 the z:tern.-- a component_ § 4.212 The "Construction Manager will prepare Change Orders and Construction.. Change Directives. § 42.13 The Canstrtctiau JVanager and the Architect wiTl`take appropriate action on Change Orders. or Construction.. Change. Directives in accordance with Article 7. and the Architect will have authority to order minor changes in the Work as provided in: Seettart 7 AThe Architect, in consultation with the Construction. Manager, will investigate and make determinatiOT181-:40&TCcQn1inendations regarding concealed and unknown conditions as provided in Section 3.7.4., § 4.214 Utilizing the clocurlcierits provided by the :Contractor, the Construction Manager will maintain at the site for the Qwner"ane copy of,al Coni act Documents, approved. Shop Drawings, Product Data, Samples and similar required . subi ittak,: in good order and marked currently to record all changes and selections made during construction. These will be: available to ,the Architect and the Contractor, and will be delivered to the Owner upon completion of the Project. § 4.2.15 The Construction will as the Architect in conducting inspections to determine the dates of Substantial Com letion.andthe date of final completion; issue Certificates of Substantial Completion in .conjunction I P.:, p with the Architect pursuant to Section 9.8; and receive and forward to the Owner written warranties. and related documentssireggired by the Contract and assembled by the Contractor pursuant to Section 9.10. The Construction Manager wilt forward_ -to the Architect a final Application and Certificate for Payment or final Project Application and Project Certificate Payment upon the Contractor's compliance with the requirements of the Contract € Documents. § 4.2`1U 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. 4.2.17 The Architect will interpret and decide matters concerning performance under, and requirements ofthe Contract Documents on written request of the; Construction Manager, Owner or. Contractor through the Construction Manager. The Architect's response, to such requests will be made in writing. within any time limits agreed upon or otherwise with reasonable promptness. § 4,2.18 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 drawl gs... When malting such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions so rendered in good faith. AIA Document A232 n' — 2009 (formerly A2017"mCMa—1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 1 L?IAO Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible f under the law. Purchasers are not permitted to reproduce this document: To report copyright vio€ations.o€AIA Contract Documents, a=mail The American Institute of Architects' legal counsel, copyright@aia.org. § 4.2.19 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.20 The Construction Manager will receive and review requests for information from the Contractor, and forward. each request for information to the Architect, with the Construction Manager's recommendation. The Architect will :'review and respond in writing to the Construction Manager to requests for information about the Contract Documents. The Construction Manager's recommendation and the Architect's response to each request will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS } § 5,1 Definitions §<51.1 A Subcontractor is A person or entity who has a direct contract with the Contractor to perform a portion of the 'Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include other Multiple Priiiiie Contractors or subcontractors of other Multiple Prime Contractors. § 5.1.2 A. Sub -subcontractor is a;person or entity who has a direct or indirect contract with a Subcontractor to perform r a portion of the Work at the site.:; The term "Sub -subcontractor" is referred to throughout the Contract Documents as if i 'singular in:iumber and means a`Sub-subcontractor or an authorized representative of the Sub -subcontractor. § 5.2 Award of Subcontracts and Other Contracts for Portions of the Work § 5.2A Unless otherwise stated iririhe Contract Documents or the bidding requirements, the Contractor, as soon as ' practicable after award of the Contract, shall furnish in writing to the Construction Manager for review by the Owner, Construction Manager and Architect the names of persons of entities (including those who are to furnish materials or equipmenf:fabricated to a special design) proposed fox eadh principal portion of the Work. The Construction .Manager .''inay reply within 14 days to the: Contractor in writing stating (1) whether the Owner, the' Construction Manager or the Architect has reasonable'objection to any such proposed person or entity or, (2) that the Construction:' Manager, Architect: or' Owner requires additional time for review. Failure of the Construction Manager, Owner, 'or Architect to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner, Construction Manager 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, Construction Manager or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner, Construction Manager or Architect has no reasonable. objection. If the. Proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Surn and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and:an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor, has acted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Owner, Construction Manager or Architect makes reasonable objection to such substitution. § 5.3 Subcontractual Relations By appropriate agreement, written where Iegally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract_ Documents, and to assume toward the Contractor all the obligations and responsibilities, including responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner, Construction Manager and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner, Construction Manager 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, AEA Document A232TM — 2009 (formerly A201 TmCMa—1992). Copyright @ 1992 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 21 Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@pia.org. identify to the Subcontractor terms and conditions of.the proposed subcontract agreement that may be at variance with AIA Document A232T — 2009 (formerly AM TmCNIa-1992). Copyright © 1992 and 2009 by ,The American Institute of Architects. All rights reserved. Init. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 22 AIA` Document, or any portion of it, may result in severe civil and criminal penptties, and will be prosecuted to the maximum extent possible J under the law. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. because of delays, improperly timed activities, damage. to the Work or defective.construction by the Owner's. own forces or other Multiple Prime Contractors. § 6.2.4 The Contractor shall promptly: remedy damage the Contractor wrongfully causes to completed or partially copplpted•construction or to property of the Owner, sepatate.contractors, or other Multiple Prime Contractors as. § 7.3.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that AIA Document A232Tm — 2009 (former[y A201 TmCIVla—19921. Copyright @ 1992 and 2009 by The American Institute.of Architects. All rights reserved. Init. WARNING, This Ale Document is protected by U.S. Copyright Later and International 'treaties. unauthorized reproduction or distribution of this 23 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. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. application of such unit prices to quantities of Work proposed will'cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted: 7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the § 8.1.2 The date of commencement of the Work is the date established in the Agreement. Init. AiA Document A232T — 2009 (formerly A201 TMCNIa=1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIAO Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AW Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible 24 under the law. Purchasers are not permitted to reproduce this document. To report copyright violations of.AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 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. I §8 2 Progress and Completion § 8 2.1 Time limits stated in the Contract Documents. are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work §:8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective .,.date of such insurance. § 4 2.3 The 'Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Tnrte § 8.3 Delays and `Extensions of Time § 8.3.1 If the Contractoris delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner, Owner's own:forces; Construction Manager, Architect, any of the other Multiple Prime Contractors or an employee of any of them; of -by changes ordered in -the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties 6r;other causes beyond the Contractor's control.:'or'b delay authorized b the Owner pending Y Y Y P g mediation and arbitration, or`by other causes that the Architect, ,based .on'the recommendation of the Construction Manager, determines may Justi fydelay, then the Contract Time shall be extended by Change Order for such reasonable time as the.Architeci hay determine. 8.3.2 Claims: relating to time.shall be made in: accordance with applicable provisions of Article 15. j § 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 9A Contract Sum The Contract Sum is stated in the Agreement and; including authorized adjustments, is the total amount payable by the Owner to the Contractorr for'performance of the Work under the Contract Documents. § 9.2 Schedule'of Values- . Where the Contract is.based.on a Stipulated Sum or Guaranteed Maximum Price, the Contractor shall submit to the Construction Manager, before the first Application for Payment, a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the: Construction Manager and Architect may require. This schedule, unless objected to by the 'Construction-Manager'or Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. Jn the event there is one Contractor, the Construction Manager shall forward to the Architect the Contractor's schedule of values. if there are Multiple Prime Contractors responsible for perform ing differenpronofthe Project, the Construction Manager shall forward the Multiple Prime Contractors' schedules of values only if requested by the Architect. § 9.3 Applications for Payment §: 9.3.1 At least fifteen days before the date established for each progress payment, the Contractor shaIl,submit:to the Construction Manager an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. Such application shall be notarized; if required, and supported by such data substantiating the Contractor's right to payment as the Owner, Construction Manager or ::Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retamage if provided for _in -the Contract Documents. `§ 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Construction Manager and Architect, but not yet included in Change Orders. AIA Document A2327m -- 2009 (formerly A201 TMCMa—1992). Copyright© 1992 and 2609 by The American Institute of Architects. All rights reserved. Ioit. 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. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work. for which the Contractor does not intend to pay a Subcontractor or material supplier unless such Work has been performed by others whom the Contractor intends to pay. § 9 3;2 Unless otherwise provided in the. Contract Documents, payments shall be made on account of materials: and . equipinex>` delivered and suitably stored at the site For subsequent incorporation in the Work. If approved iii advance by.the Owner, payment may similarly b.e made. for materials and equipixient suitably stored off the site at:a location agreed upon iri 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 insuzance storage and transportation to the site for -such materials and equipment stored off:the"site. § I.3.3• The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Ownerno later than the time of payment. The Contractor further warrants thavupon 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'sknowledge, 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 pror"ded labor, materials and equipment relating to the Work. § 9 4 Q . tfi'pates for Payment § 9.4.4vhere thcrc,;is only one, Contractor, the Construction Manager will, within seven days. after the Construction Manager:'s. receiptof the Contractor's Application for Payment, review the Application, certify the amount the Constniction Manager determines„is due the Contractor, and forward the Contractor's Application and Certificate. for Payrognt to the Architect. Vithi4 seven days after the Architect receives the Contractor's Application for Payment from the Construction Manager the Architect will .either issue to the Owner a Certificate for Payment, with a.:copy to the .Construction Manager, for such amount as the Architect determines is properly due, or notify the Construction Manager.and Owner in wnti ig,of the Architect's reasons for withholding certification in whole or in part as prodded In Section 9.5:1. The Construction Manager will promptly forward to the Contractor the Architect's notice.of withtolding certif cation. § 9 4.2 Where there are Multiple Prime Contractors performing portions of the Project, the Construction Manager a e Multiple Prim& Contractors? Applications for A . i will, within seven .days after 'the Construction Manager receives the p Payment: (1) review the Applications and certify the amount the Construction Manager determines is due each of the Multiple _Prime Contractors:; (2) prepare a Summary of Contractors' Applications for Payment by combining information from each Multiple Prime Contractors' application with information from similar applications for progress payments front other Multiple Prime Contractors; (3} prepare a Project Application and Certificate for. Payment, {4};certify the amount the Construction Manager determines is due all Multiple Prime Contractors; and (5)-forward theSuramary'of Contractors' Applications for Payment and Project Application and Certificate for Payinent,to the Architect. i j§ 9.4:3 Within seven days after the Architect receives the Project Application and Project Certificate for Payment and . the :Summary of Contractors' Applications for Payment from the Construction Manager, the Architect will either issue I to the Owner a Project Certificate for Payment, with a copy to the Construction Manager, for such amount as the. Architect determines is properly due, or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding certification in whole or in part.as provided in Section 9.5.1. The Construction Manager will promptly forward the Architect's notice of withholding certification to the Contractors. J' §,9.:4.4 The Construction Manager's certification of an Application for Payment or, in the case of Multiple Prime Contractors, a Project Application and Certificate .for Payment shall be based upon the Construction Manager's € evaluation of the Work and the information provided as part of the Application for Payment. The Construction jM,anager's certification will constitute.a representation that, to the best of the Construction Managers knowledge, information :and belie#; the Work.has progressed to the point indicated and the quality of the Work is in accordance. with.the Contract. Documents. The certification will also constitute a recommendation to :the Architect and Owner that the Contractor be paid the arriount certified. § 9.4.5 The Architect's issuance of a Certificate for Payment or in the case of Multiple Prime Contractors, Project Application and Certificate for Payment, shall be based upon the Architect's evaluation of the Work, the recommendation of the Construction Manager, and information provided as part of the Application for Payment or Project Application for Payment. The Architect's certification will constitute a representation that, to the best of the Etllt AIA Document A232'm - 2009 {formerly A201 TM Ma-1992j_ Copyright ©,1992 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 26 AIAo Document, or any portion of it, may result in severe civil and criminal penalties, and vriil be prosecuted to the maximum extent possible i ! under the layv. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA ContractDocuments, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. Architect's knowledge, information and belief, the Work has progressed to the point indicated, that the quality of the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount certified. §:9.4:6 The representations made pursuant to Sections 9.4.4 and 9.4.5 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 o. specific qualifications expressed by the Construction Manager or Architect. § 9.4.7 The issuance of a separate Certificate for Payment or a Project Certificate for Payment will not be a representation that the Construction Manager or Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed the Contractor s construction means, methods, techniques, sequences or. procedures, (3) reviewed copies of requisitions received froth Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractors 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. r 9.5 Decisions to Withhold Certification § 15.1 Tile Construction' Manager or Architect may withhold a Certificate for Payment or Project Certificate for Payment is whole or in part; to the extent reasonably necessary to protect the Owner; if in the Construction Manager's or'Architect's opinion the representations to the Owner required by Section 9.4A and 9.4.5 cannot be made. If the F Construction Manager or Architect is unable to certify payment in the amount of the Application; the Construction Manager will notify the Contractor and Owner as provided in Section 9:4.1 and 9.4.3. If the Contractor, Construction Manager and Architect:cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment or a Project Certificate :for Payment for the amount for which the Architect is able to make such representations to the Owner. The Construction Manager or Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment or Project Certificate for Payment previously issued, to such extent as may be necessary in the Construction Manager's or Architect's .opinion to protect the Owner from loss for which the Contractor is responsible; including loss resulting from the acts and omissions described in Section 3.3.2 because of 1 defective Work not remedied; 2: third party claims filed or reasonable evidence indicating probable filing, of such claims unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a separate contractor; 6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance. would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 repeated failure to carry out. the Work in accordance with the Contract Documents. § 9.5.2 When the 'aboye: reasons for withholding certification are removed, certification will be made for amounts previously withheld § 9.5:3 If the Architect or Construction Manager withholds certification for payment under Section 9.5.1, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or material or equipment suppliers to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. if the Owner makes payments by joint; check, the Owner shall notify the Architect and the Construction Manager and both will reflect such. payment on the next Certificate for Payment. § 9.6 Progress Payments § 9.6.1 After the Architect has issued a Certificate for Payment or Project 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 Construction Manager.and Architect. § 9.6.2 The Contractor shall pay each Subcontractor, no later than seven days after receipt of payment from the Owner the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub -subcontractors in a similar manner. Init. AIA Document A232Tm — 2009 (formerly A201 TM'CMa. —1992). Copyright O 1992 and 2000 by The American Institute of Architects. All rights reserved. VVARMINIG: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 27 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. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 9.6.3 The Construction Manager: will, on rcquest, furnish to. a Subcontractor, if practicable, information regarding . percentages of completion or amounts applied for by the Contractor.and: action taken thereon by the Owner,. Construction Manager and Architect on account of portions of the Work done by such Subcontractor. § 9.8 Substantial Cort ple#ion 9.8.1_ Substantial Completion is the stage in the progress :of the Work when the Work or designated portion thereof is i sufficiently complete., ihaccordance with the Contract Documents so the Owner can occupy or utilize the Work for its intended,use. § 9.8:2' When the Contractor considers that the Work, or a portion thereof which the.. Owner agrees to accept. separately, e Construction Manager, and the Contractor and Construction of � the Contractor shall nail the C is substantial) com l e, notify g , � Y p completed corrected a prepare and submit to the Architect a comprehensive list of items. to be com or Manager shall jointly p �. J yp p p 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 list, the Architect, assisted by the Construction Manager, will make an inspection to determine whether the Work or designated portionothereof is substantially complete. If the Architect's inspection:.:: discloses any item, whether or not included on the: list, which is not sufficiently complete in accordance`uFith the requirements of the Contract Documents so that the Owner can occupy or utilize the Work or desigmted;portion . thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or,correct such item upm notification bythe-Architect. In such case, the Contractor shall then submit a request for another inspection by"the Architect, assisted by the Construction Manager, to detcrmine Substantial. Completion. § 9.8.4 When the Architect, assisted by the Construction Manager, determines that the Work or designated portion thereof is substantially complete, the Construction Manager will prepare, and the Construction Manager and Architect shall execute a Certificate of Substantial Completion that shall establish the date of :Substantial Completion, .shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work AIA Document A232T — 2009 (formerly A261E ClVla — 3992). Copyright O 1992 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA® Document is protected by U-S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 28 Ale Document; or any portion of it, may result in severe civil and. criminal penalties, and will be prosecuted to the maximum extent possible under the lave. purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Docurnents;.e-mail The American Institute of Architects' Iegal counsel, copyright@aia.org. and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on. the date of Substantial Completion of the Work or designated portion thereof. unless otherwise provided in the Certificate of Substantial Completion. § 9 4.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such.acceptance and consent of surety, if any; the. -Owner shall make payment of retainage applying to such Work or designated portion thcwof Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of"the,Contract Documents. § 99 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor provided such occupancy or use is consented to. by the insurer as.required:under Section 11.3.1.5 and authorized;by public authorities.having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor:have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance; and have agreed in writing .::concerning the period for: correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor and Construction Manager. sliall:joiritly 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 after consultation with the Construction Manager. § 9.9.2 Immediately prior to sucbC partial occupancy or use, the Owner, Construction Manager, 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 otherwige: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 eorripletion of the Work, the Contractor shall forward to.the Construction Manager a written notice that the Work is ready for final inspection and acceptance and shall also forward to. the Construction Manager a final Contractor's Application for'Payment. Upon receipt, the Construction Manager will evaluate the completion of Work of the Contractor"and then forward the notice and Application, with the Construction Manager's recommendations, to the Architect who will promptly make such inspection. When the Architect, finds the Work acceptable under the Contract Documents and the Contract fully performed, the Construction Manager and Architect will promptly issue a final Certificate for.Payment. or Project Certificate for Payment stating .that to the best of their knowledge, information and belief, and on the basis of their 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 Construction Manager's and Architect's final Certificate for Payment or Project Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect through the Construction Manager (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 Docurrients, (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 waiverrequired 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. AIA Document A232T" — 2009 (formerly A201 TmCMa—1992). Copyright 01992 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 29 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. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The Americanf Institute of Architects' legal counsel, copyright@aia.org. sponsible for initiating, maintaining and supewising all safety precautions and programs in uhance of the Contract. The Contractor shall submit the Contractor's safety program to the roview and coordination with the safety programs of other Contractors. r.'s responsibilities for review and coordination of safety programs shall not 'extend to direct the acts or omissions of the Contractors, Subcontractors, agents or employees of the tors, of any other, persons performing portions o€the Work and not directly em Hip by the. dProperty Al take reasonable precautions for safety of; and shall provift reasonable protection to lossAo 464e Work and other persons who may be affected thereby;: lid materials and equipment to be incorporated therein, whether in storage on or off the site, custody or control of the Contractor or the Contractor's Subcontractors or Sub suoco...nrractors; 3 other property atthe site or adjacent thereto, such as trees; shrubs, lawns, walks,.pavements, roadways, strucl fires and utilities not designated for removal, relocation or replacement in the course of construction; and co>lrstruction or operations b the Owner or other Contractors 4 p y § 10.23 The Contractor shall comply with and: give notices required by applicable laws; statutes, ordinances, codes; rulesand 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 bazards ,:promulgating safety regulations and notifying owners and users of adjacent sites.and utilities: § 10.2.4 When use, or storage of explosives or other hazardous materials' or equipment or unusual methods are necessary, for exeEution of the Work; the Contractor shall exercise utmost care and carry: Ol such activitiesunder supervIsion-ofP. � rQ erl qualified personnel. ,. ,yq § 10 2Tlie,Conti actor 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, 10.2.1.3 and.10.2.1.4 caused in whole or in part by the Contractor, a.Subcontractor; a Sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2, 10.2.13 and 10.2.1.4, except damage or loss attributable to acts or omissions of the Owner, AEA Document A232T" —2009 (formerly A2011 "CMa-- 1992): Copyright O 1992 and 2009 by The'American Institute of Architects. All rights. reserved. Init. ANAi RING: This AiA® Document is protected by U.S_ Copyright Law and International Treaties. unauthorized reproduction. or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible ! under the !aw. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. 30 Construction Manager or Architect or anyone directly or indirectly employed by any of them, or by anyone for whose acts any 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. § 1,0 2 6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty. shall be tie prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by;the Contractor in writing to the Owner, Construction Manager and Architect. 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. � 10.2.8 Injury r Dalna e,# 1 rY o.:-. 9 ;.: o, Person or Property If;either party suffers irijury;,or damage to person :or property because of'anact 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- J. 1 § 0.3 Hazardous Matenals 110.3.1 The Cont3ractoz`is responsible for compliance with any requirements included in the Contract Documents J iegarding:.hazardpus ixiaterzals ;If the Contractor encounters a hazardous material or substance not addressed in the 'Contract Docuthe..nts and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to Persons, resulting. from a iiateraI or substance, including but not limited to,, asbestos or polychlorinated biphenyl (PCB) encountered on the site bythe Contractor, the Contractor shall, upon recognizing the condition, immediately stop Workin.the affected area d44 report the condition to the Owner; Construction Manager and Architect in writing. §;10.3.2 Upon receipt of the Contractor's written notice, ,the Owner shall obtain the services of a licensed laboratory to verify:mapresence or absence af•.fihe, material or substance reported by the Contractor.and, in the event such material or I substance is found to be present; to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shalt furnish in writing to the Contractor, Construction Manager and Architect the names and qualifications ofpersons;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, the ConstructionManager and the Architect will promptly reply to the Owner in writing stating whether or not any'of them has reasonable objection to the persons or entities proposed by he'Owner. If the Contractor, Construction Manager or Arahect has an objection to a person or entity proposed by the Owner, the Owner shall propose another tawin..t. ie Contractor, the Construction Manager and the Architect have. no reasonable objection. When the material orsubstance has been rendered harmless, Work in the affected area shall resumed upon written ' agreement..of theOwner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the. Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut -down, delay and start. -up. §10 3`3.To the fullest :extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, -Subcontractors, Construction Manager, Architect, their consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from.performance of the Work in the affected area .if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), except tot theextent that such damage, loss or expense is not due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings to the site unless such materials or. substances are required by the Contract Documents. The -Owner shall be responsible for materials or substances required by the Contract Documents, except to the extent of the Contractor's fault:or. negligence to the use,and'handling of such materials or substances. i §A 0.3.5 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. AIA Document A232T — 2009 (formerly A201 T Ma—1992). Copyright O 1992 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA Document is protected by U.S. Copyright law and International Treaties, Unauthorized reproduction or distribution of this 31 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. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 10.3.6 If, without negligence on .the .part of the Contractor, the Contractor is held liable:by a government agency for the cost of remediation of a hazardous material or substance solely by reason of perfarniing Work as required by the i § 11 13 Certificates of insurance acceptable to .the Owner shall be submitted to the Construction Manager for ' traxlsrxnttal?to`the Owner with a copy to the Architect prior to commencement of the Work and thereafter upon renewal or zEplacernent of each required policy of insurance. These. certificates and the insurance policies required by this Section: 11.1 shall contain a provision that coverages afforded under the policies, will not be canceled or allowed to expire until atleast 30 days' prior written notice has been given to the Owner. An additional certificate evidencing contiixuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal or replacement of such coverage. until the expiration of the time required by Section 1 L1.2i._ information concerning reduction of coverage shall be furnished by the Contractor with reasonable promptness. § 11.1.4 The Contractor shall cause the con nmrcial liability. coverage required by the Contract Documents to include (1) the Construction Manager, the Construction Manager's consultants, the Owner, the Architect, and the Architect's consultants..as, additional insu. reds for claims: caused in whole or in part by the Contractor's. negligent acts or omissions during the Contractor's operations; and (2)the Owner as an additional insured for claims;catised in whole or in part by. . the Contractor's negligent' acts or omissions during the Contractor's completed operations. § 11.2 Ownor's liability Insurance § 11.2.1 The Owner shall be responsible for purchasing and maintaining. the Owner's usual liability insurance. AIA Document A232T" — 2009 (formerly A201 TMCNIa=11992). Copyright @ 19.92 and 2009 by The American Institute of Architects. All rights. reserved. Init. WARNING: This Aie Document is protested by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribut!on of.this 32 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- purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 11.3 Property Insurance § 11.3.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder's risk "all risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property` insurance shall be maintained, unless otherwise'pro vided 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 9.1 0 or until no person or : entity other than the Owner has an insurable interest in the property required by this: Section 11.3 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor; "Subcontractors and Sub - subcontractors in the Project. § 11.3.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the penlibf fire (with extended coverage) and physical loss or:damage including, without theft, vandalism, maliciousous mischief, earthquake, flood, windstorm, falsework, duplication of coverage; testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable' legal requirements; and shall cover reasonable compensation for the Architect's, Contractor's, and Construction:Manager saervices and expenses required as a result of such insured loss. § 11 31.2:If the Ownerdoes not intend to purchase such property insurance required by the Contract and with.all of the coverages >n:the amount described above, the Owner shall so inform the Contractor in writing prior to .. commencement of -the Work. The Contractor may then effect insurance. that.will protect the interests of the Contractor, Subcontractors and Sub subcontractors in the Work, and by appropriate: Change Order the cost thereof shall be charged to the Owner: l f 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 att`tbutablethereto. §11.3.1.3 If the property insurance requ>res :deductibles; the Owner shall pay costs not covered because of such deductibles. This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. § 11;3.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise., The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall; without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. § 11.3.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance ns 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, Construction Manager, Contractor, Subcontractors and Sub -subcontractors in the Work, and the Owner and Contractor shall be named insureds. § 11.3.3 Loss of Use Insurance. The Owner, at the Owner's. option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused: § 11.3.4 If the Contractor requests in writing that insurance for risks other than those described Herein or other special causes of loss be included in the: property insurance policy, the Owner shall, if possible, includ. e such insurance; and :the cost thereof shall be. charged to the Contractor by appropriate Change Order. § 11.3.5 If during the Project construction period the Owner insures properties -,teal or personal or both, adjoining or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, the Owner shall waive all rights in accordance with the terms of AIA Document A232� — 2009 (formerly A201 TMCMa—1992). Copyright OO 1992 and 2009 by The American institute of Architects. All rights reserved. Irlit. VVARNING: This AEA9 Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this 33 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. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. Section 11.3.7 for damages caused by fire or other causes of loss covered by this separate property.insurance. All separate policies shall provide this waiver of subrogation by endorsement or otherwise. § 11.3.6 Before an exposure to loss may occur, the Owner shall file:.with the Contractor a copy of each policy that iucludes:insurance coverage& required by this Section 11.3. Each policy shall contain all generally, applicable condzttons; definitions, exclusions and endorsements related to this Pro}ect-- Each policy shall contairt.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. § 117,, 3 Waivers of Subrogation. The Owner and.Contractor waive all rights again. (k) each other and any of their subcontractors, sub -subcontractors, agents and employees each of the other, and (2)'the Construction Manager, Architect, Architect's consultants, separate contractors described in Article,:if any; and any of their subcontractors; sub;: -subcontractors, agents:and employees, for damages caused by -fir or other causes of loss to the e dent .covered by property insurance obtaifi6dpursuant to this. Section 11.3 or other property insurance applicable to the Work, except . _. such rights as .the, Ow>7er acid. Contractor may have. to the proceeds of such insurance held by the Owner as fiduciary. The'Owner or Contractbar, a"s appropriate; shall require of the Constiruction Manager, .Construction Manager's . eorsultants.;:Architect, Azchitee 's consultants,. Owner's separate eontractors:descxibe.d .in Article b, if any, andthe sul?contractozs, sub subcontractors, agents and employees of any of them; by appropriate agreements writtenwhere legally required for vatidttysi filar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrog4on by endorsement or otherwise. A waiver.ofsubrogation shall be effective as to a person or entity eves though that person or entity. would otherwise have a._duty of indemnification, contractual or otherwise,: did notpay M&. insurance premium directly or indirectly, and whether or not the person or entity.had an insurable intetest in the pxoperty.damaged. A loss msured under the Owner's property insurance shall be adjusted by the Owner as fiduciary and made;. payable to the Owner as fidu"clar} for the insureds;: as their'interests may appear, subject to requirements of any applicable mortgagee clause"and of Section 11 3.1:0..The Contractor shall pay Subcontractors. their just shares of insurance proceeds.received by the Contractor, by and appropriate agreements written where legally required for I validity, shall require Subcontracto.rs to make payments to their Sub -subcontractors in similar manner_ § 11..3.91f requireldn wrrOngby a party in interest, the Owner as fiduciary shall, upon occurrence of an insurecl;loss, E give-:ti"ond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The .Ow. ner shall deposit in a separate account proceeds so received, which the Owner shall distribute :in accordaice wttfr ::such agreement as the parties in interest may reach,. or as determined in accordance with the method of -bi 4i0g disliai6 resolution selected in the Agreement between the Owner and Contractor. If after such loss: no other special=agreement is made and unless the Owner terminates the Contract for convenience, replacement of dam agecl property shail,be performed by the Contractor after notification of a Change in the Work in accordance with. i Article T' § 11110 The; Owner as. fiduciary shall have power to adjust and settle a loss with insurers unless one of the.parties in interest shall'-.obiect in writing; within five days after occurrence. of loss to the Owner's exercise of this power; if such: objection is made, the dispute shall be resolved in the manner selected by, the Owner and Contractor as the method of binding dispute resolution in the Agreement..If the Owner and Contractor have selected arbitration as the method :of binding dispute resolution, the Owner as fiduciary shall make settlement with insurers or distribution of insurance proceeds in accordance with the direction of the arbitrators. §11.4 Performance Bond and Payment Bond j § 11.4.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the ". Contract and payment of obligations arising thereur>dei as stipulated in bidding requirements or specifically, required. in the Contract Documents on the date of execution of the Contract. § 11 4.2 Upon therequest of.any person or entity appearing to be a potential beneficiary of bondscovering payment of obligations arising under the contract, the Contractor shall promptly furnish a copy of the:bonds or shall authorize a. copy to be furnished AIA Document A232M - 2009 (formerly A201 T"CMa - 19921. Copyright @ 1992 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AW Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this At, Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible . 34 ! under the law_ Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American institute of Architects' legal counsel, copyright@aia.org. 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 Construction Manager's or Architect's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by either, be uncovered for their observation and be replaced at the Contractor's expense without change in the Contract Time. § 12.1.2 "If a portion of the Work has been covered which the Construction Manager or Architect has:not specifically requested to observe prior.to its being covered, the Construction Manager or Architect may request to see such Work 1 and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction':shall be at the Contractor's expense unless the condition was caused by the Owner or one of the other Contractors in which event the Owner shall be responsible for payment of such costs. p P Yrn §12.2 Correction of Work § 112.1 Before. or After Substantial Completion The Contractoi-:shall prombtly`correct Work rejected by the Construction Manager or Architect or failing to conform to the requirements: of the Contract Documents, whether discovered before or after Substantial Completion and whether or `not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost ofuncovering and replacement, and compensation for the Construction Manager's and Architect's services and expebses made necessary thereby, shall be at the. Contractor's expense. § 12.2.2 After Substantial. Completion § 12.2.2.1 Iri addition..toathe 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 `l or by terrm of an applicable special. warranty required by the Contract Documents, any of the Work is found to be not in accordance with the r..equirements 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 snake the correction, the Owner waives the rights to requim correction by the Contractor and to Make a claim for breach of warranty. If the Contractor fails to correct nonconformting 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. § 12.2.21 The one-year period shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 12.2:2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. §12.2.3. The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements.of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors or other Multiple Prime Contractors caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one-year period for correction ofWork 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. AIA Document A232Tm — 2009 (formerly A201 T"^CMa—1992). Copyright© 1992 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING. This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 35 Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible ! under the law. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel. copyright@aia.org. AIA Document A232T -- 2009 (formerly A20J WGMa—1992). Copyright© 1992 and 2009 by The American Institute of Architects_ All rights reserved. Init. WARNING, This Ale Document is protected by U.$. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 36 AM' 13ocurnant, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the max:mum extent possible under the law. purchasers are not permitted to reproduce this document. To report copyright violations of. AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. by such failure including those of repeated procedures and compensation for the Construction Manager'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 Construction Manager fortransmittal to the: Architect. § 13.5.5 If the Construction Manager or Architect is to observe tests, inspections or approvals required by the Contract Docurrrents, the Construction Manager or 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,"ork. . 116 Interest Payments dik and unpaid:.under the Contract Documents shall bear interest from the date payment is due at such rate, as the parties may agree upon n.writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located, §':13 7 Tii4 imits.oil claims :The Owrief . and;the:Contract6t shall commence all claims and causes of action; whether in contract, tort, breach of warranty or otherwise, against the other arising out of or related to the Contract in accordance with the requirements of'the final dispute resol4ian'znethod selected in the Agreement within',the time period specified by applicable law, NOR any. case not more .than 10,:years.after the date of Substantial Completion of the Work, The Owner and the Contractor Waive all claims and: causes of action not commenced in accordance with this Section.13.7. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 Termination BythaContractor, § 14.1.1'the Contractor:may terminate the. Contract if the Work. is stopped for a period of 30 consecutive days through no :actor: fault of the Contractor or a Stbcontractor, Sub -subcontractor or their agents or employees or any other persons or di Cities perforining:portions of the Work under direa or indirect contract with the`Contractor, for any of the following reasons: :1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; . 2 An`:act of government, such as a declaration of national emergency that requires all Work to be stopped; . :3 Because. the Construction Manager has not certified or 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, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or 4 The Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Section 2.2.1. § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor, Sub: -subcontractor or their agents or employees or any other persons or entities performing portions of the Work under director 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 365rday 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, Construction Manager and Architect, terminate the Contract and recover from the Owner payment for Work executed includingreasonable overhead and profit, costs incurred by,reasan of such termination, and dam ages. § 1`4.14 IftheWork is stopped for a period of 60 consecutive days through no actor fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional AAA Document A232T" — 2009 (formerly A201 T CIVla—1992). Copyright 01992 md.2009 by The American Institute of Architects. Ail rights reserved. Init. WARNING- This Ate Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 37 AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extern possible _. ! under the law. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. AIA Document A232Tm — 2009 (formerly A20111CMa—1992). Copyright @ 1992 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This Ale Document is protected by U.S. Copyright t_aw 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 38 under the law. Purchasers are not permitted to reproduce this document. To report copyright violations, of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 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 overhe.ad.and profit.on the Work not executed. ARTICLE 'I:S CLAIMS AND DISPUTES 1 s § 15:1 Claims `-�'I5.1.1 "Definition. A Claim is a demand or assertion by one of the parties seeking; as a matter of nght, payment of �money,'or other relief with respect tothe.terms of the Contract. The term"Claim" also-includes,other.disputes and k matters in question between the Owner and Contractor arising out of or relating to the'Contract.The responsibility.to substantiate Claims shall rest with the party making the Claim. § 1;5,1.2 Notice of Claims Claims by either the Owner or. Contractor mustbe initiated by written notice;to:the other . party and to the:Inittal Decision Maker with a copy sent to the Construction Manager and Architect, if the Construction Manager ardor Architect is not serving as.the Initial Decision.Makcr Claims by either party must be iated within'.. I 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. Corttlnuing-Contract Performance. Pending final resolution of a Claim., except as otherwise agreed in writing or as provideiiln Section 9 T and Article 14, the Contractor shall proceed diligently with performance of the .Contract and:the Owner shall continue fo make payments in accordance with the Contract Documents. The Construction Manager witl prepare CharigeOrders and the Architect will .issue a Certificate for Payment or Project Certificate for Payment in.accordance WITKi.the decisions of the Initial DecisionMaker § 15,1.4 Claims forAddltlonai Cost If the Contractor wlslies to.niake a Claim for an increase in the Contract Sum, written notice as provided hezejn'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 10.3. 15.1 5 Claims for Addltlonal Tlme . § 151 51 If:the Contractor,wishes to make a Claim for an increase in the Contract Time, vrritten.notice as provided herein shall be, given The Contractor's Claim shall include an estimate of cost and of probal le effect of delay on progress of the Work In tlie'case of a continuing delay only one Claim is necessary.. § 15.1.5.2:1f adverse. weather conditions are the basis for a Claim for additional time, such Claim shall be documented by ;data substantiating that:°rveather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. § 15.1.5 Claims for Consequential Damages. The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes 1.. damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, bt sincss.and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either parry's termination in accordance with Article 14. Nothing contained in this Section 15.1.6 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. § 15.2 Initial Decision § 15:2.1 Claims, excluding those arising under Sections 10.3, 10.4, 11.3.9, and 11.3.10, shall be referred to the Initial Decision Maker for initial.decision. The Architect will serve as the Initial Decision Maker, .unless otherwise indicated >n the -Agreement. Excet)t:for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a conditionprecedent to inediation of any Claim arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. AIA Document A232T'" — 2009 (formerly A201 T'"CMa—1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. [nit. WARNING: This AIA@ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 39 AIAO 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. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. AIA Document A232? — 2009 (formerly A201" CMa--1992). Copyright © 1992 and 2009-by The American Institute of Architects. All rights. reserved. [nit. `WARNING: This AW Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution ofthis 40 AiA9 Document, or any portion of it, may result in severe civil and crimina€ penalties, and will be prosecuted to the maximum extent possible. under the law. Purchasers are not permitted to reproduce this document. To report. copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. § 15.4 Arbitration § 15.4.1 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement, any Claim subject to, but not resolved by, mediation shall be subject to, arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the,date of the Agreement. A demand for arbitration shall be made in`writing, delivered to;the other party to the Contract; and filed with the person or entity administering the arbitration. The party fling 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. § 154;1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a.request for mediation, but in no event shall it be made. after the date when the institution,olegal or equitable proceedings based an`the Ciaim would be barred by.the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institutionof As .legal or equitable proceedings based on the Claim. §15 4 2 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance'with applicable law in any court having jurisdiction thereof. § 15 4 3 Tb e foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity .duly consented to by parties tothe Agreement shall be specifically enforceable under applicable law.irt any court having junsdictioir thereof § 15 4 4 Consolidation ar Joinder § 15 4 41 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to:which it is a party provided that (1) ;the arbitration agreement governing the other arbitration permits cozisoltdatron, (2) the arbitrations to be consolidated substantially involve common questions of law or fact;' and (3) the arbitrations employ materially simiiarprocedural rules and methods for selecting arbitrator(s). at its sole cliscreilon,''may include by joinder persons or entities substantially Involved in a w or factvvhose presence is required if complete relief is to be'accorded,in arbitration, provided be -joined consents in writing to such joinder. Consent to arbitration involving an additional of constitute consent to arbitration of any claim„ dispute or other matter in question not t consent. ridContractor grant to any person or entity made a party to an arbitration conducted under this y joinder or consolidation, the same rights of joinder and consolidation as the Owner and AIA Document A232° — 2009 {formerly A201 � CIUIa--1992). Copyright 01992 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This Ale Document is protected by US. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this 41 A€Ae 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. Purchasers are not permitted to reproduce this document. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. Affidavit of Employment Eligibility Verification The Contractor, , affirms under the penalties of perjury that Contractor does not knowingly employ an unauthorized alien. If Contractor is self-employed and does not employ any employees, Contractor verifies he or she is a United States citizen or qualified alien. The Contractor has not knowingly employed or contracted with an unauthorized alien and shall not retain an employee or contract with a person that the Contractor subsequently learns is an unauthorized alien. Pursuant to Indiana Code 22-5-1.7, Contractor has enrolled in and verified the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. The Contractor has required Contractor's subcontractors to certify to the Contractor that the subcontractor does not knowingly employ or contract with an unauthorized alien and that the subcontractor has enrolled and is participating in the E-Verify program. The Contractor will maintain this certification throughout the duration of the term of a contract with a subcontractor. I hereby verify under the penalty of perjury that the foregoing statement is true. Dated this 3 day of GC-/ 120 P f. J 4 OL, (printed name)