No preview available
HomeMy WebLinkAbout11 - Kyburz Construction ContractTO THAI' ]RTAIN AGREE14ENT BETWEEN COUNTY vr` EAGLE, STATE OF COLORADO,'�AND KYBURZ CONSTRUCTION, INC., RE: EAGLE COUNTY JUSTICE CENTER, CONSTRUCTION 11ANAGEkWT SERVICES THE AMERICAN INSTITUTE OF ARCHITECTS AIA Document A201 General Conditions of the Contract for Construction THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS MODIFICATION 1. CONTRACT DOCUMENTS 2. ARCHITECT 3. OWNER 4. CONTRACTOR 5. SUBCONTRACTORS 6. WORK BY OWNER OR BY SEPARATE CONTRACTORS 1976 EDITION TABLE OF ARTICLES 8. TIME 9. PAYMENTS AND COMPLETION 10. PROTECTION OF PERSONS AND PROPERTY 11. INSURANCE 12. CHANGES IN THE WORK 13. UNCOVERING AND CORRECTION OF WORK 7. MISCELLANEOUS PROVISIONS 14. TERMINATION OF THE CONTRACT This document has been approved and endorsed by The Associated General Contractors of America. Com'right 1911, 1915, 1918, 1921, 1917, 1951, 1958, 1961, 1963, 191,6, 1967, 1970, �� 1976 by The American Institute of Architects, 173 New Nark A%enue, N.AV., wa,hington, D. C. 20006. Reproduction of the material herein or substantial quotation of its pro - rivons wilhuut permis, ion of the AIA Iiolates the (opTright lasts of the united States and will be subject to legal prosecution. AIA DOCUMENT A201 • GI -NLKAL CONDITIO>,S Of 1 C(INTPA( I MK If i',STKI'Ctlr �`.. IHIR;i I'cIII LDITIO,N • AUGUST 1976 AIA' - 19 -6 � iLiL A.MLRIC'1ti 1 '.STIR iL OI AR(IIITLCI`� 1. i, '.fit" )�1RK .AAC'tiUI, .Sb`., 1.ASIIINC,�1Uy, D -C, .'WiJ6 A201 -1976 1 C C V INDEX Acceptance of Defective or Non - Conforming Work ..6.2.2, 13.3 Acceptance of Work ............5.4.2, 9.5.5, 9.81, 9.91, 9.9.3 Access to Work ....... .........................2.2.5, 6.2.1 Accident Prevention ....... .......................2.2.4,10 Acts and Omissions ........2.2.4, 4.18.3, 7.4, 7.6.2, 8.3.1, 10.2.5 Additional Costs, Claims for ...........................12.3 Administration of the Contract ....................2.2, 43.3 All Risk Insurance ......... .........................11.3.1 Allowances ............... ............................4.8 Applications for Payment ..................2.2.6, 9.2, 9.3, 9.4, 9.5.3, 9.6.1, 9.8.2, 9.91, 9.9.3, 1 4.2.2 Approvals ...............2.2.14, 3.4, 4.3.3, 4.5, 4.12.4 through 4.12.6, 4.12.8, 4.18.3, 7.7, 9.3.2 Arbitration ................2.2.7 through 2.2.13, 2.2.19, 6.2.5, 7.9, 8.3.1, 11.3.7, 11.3.8 ARCHITECT .............. ..............................2 Architect, Definition of ..... ............................2.1 Architect, Extent of Authority ....2.2, 3.4, 4.12.8, 5.2, 6.3, 7.7.2, 8.1.3,8.3.1,9.2,9.3.1,9.4,9. 5.3,9.6,9.8,9.9.1,9.9.3,12.1.1, 12.1.4,123.1 ,12.4.1,13.1,13.2.1,13.2.5,14.2 Architect, Limitations of Authority and Responsibility .....2.2.2 through 2.2.4, 2.2.10 through 2.2.14, 2.2.17, 2.2.18, 4.3.3, 4.12.6, 5.2.1, 9.4.2, 9.5.4, 9.5.5, 12.4 Architect's Additional Services ..3.4, 7.7.2, 13.2.1, 13.2.5, 14.2.2 Architect's Approvals ......2.2.14, 3.4, 4.5, 4.12.6, 412.8, 4.18.3 Architect's Authority to Reject Work ....2.2.13, 4.5, 13.1.2, 13.2 Architect's Copyright ....... ............................1.3 Architect's Decisions ..........2.2.7 through 2.2.13, 6.3, 7.7.2, 7.9.1,8.3.1,9. 2,9.4,9.6.1,9.8.1,12.1.4112.3.1 Architect's Inspections ..............2.2.13, 2.2.16, 9.8.1, 9.9.1 Architect's Instructions ..........2.2.13, 2.2.15, 7.7.2, 12.4, 13.1 Architect's Interpretations .........2.2.7 through 2.2.10, 12.3.2 Architect's On -Site Observations ......2.2.3, 2.2.5, 2.2.6, 2.2.17, 7.7.1, 7.7.4, 9.4.2, 9.6.1, 9.9.1 Architect's Project Representative ..............2.2.17, 2.2.18 Architect's Relationship with Contractor .....1.1.2, 2.2.4, 2.2.5, 2.2.10, 2.2.13, 4.3.3, 4.5, 4.7.3, 4.12.6, 4.18, 11.3.6 Architect's Relationship with Subcontractors ..................1.1.2, 2.2.13, J.53, 9.5.4 Architect's Representations .................9.4.2, 9.6.1, 9.9.1 Artistic Effect .......................1.2.3, 2.2.11, 2.2.12, 7.9.1 Attorneys' Fees ... ........................4.18.1, 6.2.5, 9.9.2 Award of Separate Contracts ..........................6.1.1 Award of Subcontracts and Other Contracts for Portions of the Work .. ............................5.2 Bonds, Lien ............... ..........................9.9.2 Bonds, Performance, Labor and Material Payment ....7.5, 9.9.3 Building Permit ........... ............................4.7 Certificate of Substantial Completion ...................9.8.1 Certificates of Inspection, Testing or Approval ...........7.7.3 Certificates of Insurance ........................9.3.2, 11.1.4 ?, Certificates for Payment ....2.2.6, 2.2.16, 9.4, 9.5.1, 9.5.5, 9.6.1, 9.7.1, 9.8.2, 9.9.1, 9.9.3, 12.1.4, 14.2.2 Change Orders ..........1.1.1, 2.2.15, 3.4, 4.8.2.3, 5.2.3, 7.7?, 8.3.1, 9.7, 9.9.3, 11.3.1, 11.3.5, 11.3.7, 12.1, 131.2, 13.2.5, 13.3.1 Change Orders, Definition of ........................12.1.1 CHANGES IN THE WORK .................. 2.2.15, 4.1.1, 12 Claims for Additional Cost or Time ....8.3.2, 8.3.3, 12.21, 12.3 Claims for Damages ..............6.1.1, 6.25, 7.4, 8.3, 9.6.1.1 Cleaning Up ........... ..........................4.15, 6.3 Commencement of the Work, Conditions Relating to. .3.2.1, 4.2, 4.7.1,4.10,5. 2.1,6.2.2,7.5,9.2,111.4,11.3.4 Commencement of the Work, Definition of .............8.1.2 Communications .....................2.2.2, 12.6, 4.9.1, 4.16 Completion, Conditions Relating to ...22.16, 4.11, 4.15, 9.4.2, 9.9, 13.2.2 COMPLETION, PAYMENTS AND ..........................9 Completion, Substantial ....2.2.16, 8.1.1, 8.13, 8.2.2, 9.8, 13.2.2 Compliance with Laws ................1.3, 2.1.1, 4.6, 4.7, 4.13, 7.1, 7.7, 10.2.2, 14 Concealed Conditions ...... ...........................12.2 Consent, Written ...2.2.18, 4.14.2, 7.2, 7.6.2, 9.8.1, 9.9.2, 9.9.3, 11.3.9 Contract, Definition of ...... ..........................1.1.2 Contract Administration ..........................2.2, 4.3.3 Contract Award and Execution, Conditions Relating to .........4.7.1, 4.10, 5.2, 7.5, 9.2, 11.1.4, 11.3.4 CONTRACT DOCUMENTS . ..............................1 Contract Documents, Copies Furnished and Use of ...............1.3, 3.2.5, 5.3 Contract Documents, Definition of .....................1.1.1 Contract Sum, Definition of . ..........................9.1.1 Contract Termination ...... .............................14 Contract Time, Definition of ..........................8.1.1 CONTRACTOR ........... ..............................4 Contractor, Definition of ..........................4.1, 61.2 Contractor's Employees ......4.3.2, 4.4.2, 4.8.1, 4.9, 4.18, 10.2.1 through 10.2.4, 10.16, 103, 11.1.1 Contractor's Liability Insurance ........................11.1 Contractor's Relationship with Separate Contractors and Owner's Forces .........3.2.7, 6 Contractor's Relationship with Subcontractors .........1.2.4, 5.2, 5.3, 9.52, 11.3.3, 11.3.6 Contractor's Relationship with the Architect ........1.1.2, 214, 2.2.5, 2.2.10, 2.2.13, 4.3.3, 4.5, 4.7.3, 4.12.6, 4.18, 11.3.6 Contractor's Representations ............1.2.2, 4.5, 4.12.5, 9.3.3 Contractor's Responsibility for Those Performing the Work ...............4.3.2, 4.18, 10 Contractor's Review of Contract Documents ....1.2.2, 4.2, 4.7.3 Contractor's Right to Stop the Work .....................9.7 Contractor's Right to Terminate the Contract ............14.1 Contractor's Submittals ..... ..........2.2.14, 4.10, 4.12, 5.2.1, 5.2.3, 9.2, 9.3.1, 9.81, 9.9.2, 9.9.3 Contractor's Superintendent ......................4.9, 10.2.6 Contractor's Supervision and Construction Procedures ..........1.2.4, 2.2.4, 4.3, 4.4, 10 Contractual Liability Insurance ........................11.1.3 Coordination and Correlation ....1.2 2, 1.2.4, 4.3.1, 4.10.1, 4.12.5, 6.13, 6.2.1 Copies Furnished of Drawings and Specifications .,1.3, 32.5, 5.3 Correction of Work .....................3.3, 3.4, 10.2.5, 13.2 Cost, Definition of ......... .........................12.1.4 Costs ...... 3.4, 4.8?, 4.15.2, 5.23, 6.1.1, 6.2.3, 6.2.5, 6.3, 7.7.1, 7.7.2, 11.7, 11.3.1, 11.3.5, 12.1.3, 12.1.4, 12.3, 13.1.2, 13.2, 14 Cutting and Patching of Work ......................4.14, 6.2 Damage to the Work ................6.2.4, 6.15, 9.6.1.5, 9.81, 10.2-1.2, 10.3, 11.3, 13.2.6 Damages, Claims for ............6.1.1, 62.5, 7.4, 8.3 -4, 9.6.1.2 Darnages for Delay . .........................6.1.1, 8.3.4, 9.7 Day, Definition of .......... ..........................8.1.4 AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONsIRUCIION IHIRTEENTH EDITION • AUGUS1 1976 2 A201 -1976 AIA® • O 1976 • THE AMERICAN INSTITUTE OF ARCtIITECIS, 175 NFW YORK AVI N E, N W -, IbASHINGTON, D.C. 20006 Decisions of the Architect ......2.2.9 through 2.2.12, 6.3, 7.7.2, 7.9.1, 8.3.1, 9.2, 9.4, 9.6.1, 9.8.1, 12.1.4, 12.3.1, 14.2.1 Defective or Non - Conforming Work, Acceptance, Rejection and Correction of ....2.2.3, 2.2.13, 3.3, 3.4, 4.5, 6.2.2, 6.2.3, 9.6.1.1, 9.9.4.2, 13 Definitions ........1.1, 2.1, 3.1, 4.1, 4.12.1 through 4.12.3, 5.1, 6.1.2, 8.1, 9.1.1, 12.1.1, 12.1.4 Delays and Extensions of Time ..........................8.3 Disputes .................2.2.9, 2.2.12, 2.2.19, 6.2.5, 6.3, 7.9.1 Documents and Samples at the Site .....................4.11 Drawings and Specifications, Use and Ownership of ......................1.1.1, 1.3, 3.2.5, 5.3 Emergencies .............. ...........................10.3 Employees, Contractor's .....4.3.2, 4.4.2, 4.8.1, 4.9, 4.18, 10.2.1 through 10.2.4, 10.2.6, 10.3, 11.1.1 Equipment, Labor, Materials and ....1.1.3, 4.4, 4.5, 4.12, 4.13, 4.15.1,6.2.1,9 .3.2,93 3,11.3,13.2.2,13.2.5,14 Execution and Progress of the Work ....1.1.3, 1.2.3, 2.2.3, 2.2.4, 2.2.8, 4.2, 4.4.1, 4.5, 6.2.2, 7.9.3, 8.2, 8.3, 9.6.1, 10.2.3, 10.2.4, 14.2 Execution, Correlation and Intent of the Contract Documents .........................1.2, 4.7.1 Extensions of Time ..... ...........................8.3, 12.1 Failure of Payment by Owner ......................9.7,14.1 Failure of Payment of Subcontractors ..9.5.2, 9.6.1.3, 9.9.2, 14.2.1 Final Completion and Final Payment ..2.2.12, 2.2.16, 9.9, 13.3.1 Financial Arrangements, Owner's ......................3.2.1 Fire and Extended Coverage Insurance ................11.3.1 Governing Law ........... ............................7.1 Guarantees (See Warranty and Warranties) ........2.2.16, 4.5, 9.3.3, 9.8.1, 9.9.4,13.2.2 Indemnification .......................4.17, 4.18, 6.2.5, 9.9.2 Identification of Contract Documents ..................1.2.1 Identification of Subcontractors and Suppliers ...........5.2.1 Information and Services Required of the Owner ........3.2, 6, 9, 11.2, 11.3 Inspections ...............2.2.13, 2.2.16, 4.3.3, 7.7, 9.8.1, 9.9.1 Instructions to Bidders ... .........................1.1.1, 7.5 Instructions to the Contractor ..........2.2.2, 3.2.6, 4.8.1, 7.7.2, 12.1.2, 12.1.4 INSURANCE ............. .........................9.8.1, 11 Insurance, Contractor's Liability ........................11.1 Insurance, Loss of Use ..... ...........................11.4 Insurance, Owner's Liability ...........................11.2 Insurance, Property ........ ...........................11.3 Insurance, Stored Materials .....................9.3.2, 11.3.1 Insurance Companies, Consent to Partial Occupancy ....11.3.9 Insurance Companies, Settlement With ................11.3.8 Intent of the Contract Documents ...1.2.3, 2.2.10, 2.2.13, 2.2.14,12.4 Interest ................7.8 Interpretations, Written .........1.1.1, 2.2.7, 2.2.8, 2.2.10, 12.4 Labor and Materials, Equipment ....1.1.3, 4.4, 4.5, 4.12, 4.13, 4.15.1, 6.2.1, 9.3.2, 9.3.3, 11.3, 13.2.2, 13.2.5, 14 Labor and Material Payment Bond ......................7.5 Labor Disputes ............ ..........................8.3.1 Laws and Regulations ..............1.3, 2.1., 4.6, 4.7, 4.13, 7.1, 7.7, 10.2.2, 14 Liens .......... .........................9.3.3, 9.9.2, 9.9.4.1 Limitations of Authority .....2.2.2, 2.2.17, 2.2.18, 11.3.8, 12.4.1 Limitations of Liability ......2.2.10, 2.2.13, 2.2.14, 3.3, 4.2, 4.7.3, C A 4.116, 417, 4.18.3, 6.2.2, 7.6.2, 9.4.2, 9.9.4, 9.9.5, 10.2.5, 11.1.2, 11.3.6 Limitations of Time, General .....2.2.8, 2.2.14, 3.2.4, 4.2, 4.7.3, 4.12.4, 4.1 5, 5.2.1, 5.2.3, 7.4, 7.7, 8.2, 9.5.2, 9.6, 9.8, 9.9, 11.3.4, 12.1.4, 12.4, 13.2.1, 13.2.2, 13.2.5 Limitations of Time, Specific ...........2.2.8, 2.2.12, 3.2.1, 3.4, 4.10, 5.3, 6.2.2, 7.9.2, 8.2, 8.3.2, 8.3.3, 9.2, 9.3.1, 9.4.1, 9.5.1, 9.7, 11.1.4, 11.3.1, 11.3.8, 11.3.9, 12.2, 12.3, 13.2.2, 13.2.5, 13.2.7, 14.1, 14.2.1 Limitations, Statutes of ...................7.9.2, 13.2.2, 13.2.7 Loss of Use Insurance ...... ...........................11.4 Materials, Labor, Equipment and ......1.1.3, 4.4, 4.5, 4.12, 4.13, 4.15.1, 6.2.1, 9.3.2, 9.3.3, 11.3.1, 13.2.2, 13.2.5, 14 Materials Suppliers .......................4.12.1, 5.2.1, 9.3.3 Means, Methods, Techniques, Sequences and Procedures of Construction .............2.2.4, 4.3.1, 9.4.2 Minor Changes in the Work ................1.1.1, 2.2.15, 12.4 MISCELLANEOUS PROVISIONS ...........................7 Modifications, Definition of . ..........................1.1.1 Modifications to the Contract ........1.1.1, 1.1.2, 2.2.2, 2.2.18, 4.7.3, 7.9.3, 12 Mutual Responsibility ...... ............................6.2 Non- Conforming Work, Acceptance of Defective or .....13.3.1 Notice, Written ..........2.2.8, 2.2.12, 3.4, 42, 4.7.3, 4.7.4, 4.9, 4.12.6, 4.12.7, 4.17, 5.2.1, 7.3, 7.4, 7.7, 7.9.2, 8.1.2, 8.3.2, 8.3.3, 9.4.1, 9.6.1, 9.7, 9.9.1, 9.9.5, 10.2.6, 11.1.4, 11.3.1, 11.3.4, 11.3.5, 11.3.7, 11.3.8, 12.2, 12.3, 13.2.2, 13.2.5, 14 Notices, Permits, Fees and ... .....................4.7,10.2.2 Notice of Testing and Inspections .......................7.7 Notice to Proceed ......... ..........................8.1.2 Observations, Architect's On -Site ........2.2.3, 7.7.1, 7.7.4, 9.4.2 Observations, Contractor's ..................1.2.2, 4.2.1, 4.7.3 Occupancy ..... .........................8.1.3, 9.5.5, 11.3.9 On -Site Inspections by the Architect ........2.2.3, 2.2.16, 9.4.2, 9.8.1, 9.9.1 On -Site Observations by the Architect .......2.2.3, 2.2.6, 2.2.17, 7.7.1, 7.7.4, 9.4.2, 9.6.1, 9.9.1 Orders, Written ...................3.3, 4.9, 12.1.4,12.4.1, 13.1 OWNER...... .....' ..... ..............................3 Owner, Definition of ...... ............................3.1 Owner, Information and Services Required of the ....3.2, 6.1.3, 6.2, 9, 11.2,11.3 Owner's Authority .............2.2.16, 4.8.1, 7.7.2, 9.3.1, 9.3.2, 9.8.1, 11.3.8, 12.1.2, 12.1.4 Owner's Financial Capability . ..........................3.2.1 Owner's Liability Insurance . ...........................11.2 Owner's Relationship with Subcontractors ..........1.1.2, 9.5.4 Owner's Right to Carry Out the Work ..............3.4, 13.2.4 Owner's Right to Clean Up .......................4.15.2, 6.3 Owner's Right to Perform Work and to Award Separate Contracts ..... ............................6.1 Owner's Right to Terminate the Contract ................14.2 Owner's Right to Stop the Work .........................3.3 Ownership and Use of Documents ........ 1.1.1,1.3, 3.2.5, 5.2.3 Patching of Work, Cutting and ....................4.14, 6.2.2 Patents, Royalties and ...... .........................4.17.1 Payment Bond, Labor and Material .......................7.5 Payment, Applications for ............2.2.6, 9.2, 9.3, 9.4, 9.5.3, 9.6.1, 9.8.2, 9.9.1, 9.9.3, 14.2.2 Payment, Certificates for ...............2.2.6, 2.2.16, 9.4, 9.5.1, 9.5.5, 9.6.1, 9.7.1, 9.8.2, 9.9.1, 9.9.3, 12.1.4, 14.2.2 AIA DOCUMENT A201 • GENERAL CONDITIONS. OF THE CONTRACT FOR CONSTRUCTION • THIRTEENTH EDITION • AUGUST 1976 AIAO • © 1976 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 A201 -1976 3 ■ Payment, Failure of ................9.5.2, 9.6.1.3, 9.7, 9.9.2, 14 Payment, Final ......................2.2.12, 2.2.16, 9.9, 13.3.1 Payments, Progress ..........7.8, 7.9.3, 9.5.5, 9.8.2, 9.9.3, 12.1.4 PAYMENTS AND COMPLETION ...........................9 Payments to Subcontractors .................9.5.2, 9.5.3, 9.5.4, 9.6.1.3, 11.3.3, 14.2.1 Payments Withheld ... ....... .......... ..9.6 Performance Bond and Labor and Material Payment Bond ..7.5 Permits, Fees and Notices .....................3.2.3, 4.7, 4.13 PERSONS AND PROPERTY, PROTECTION OF ..............10 Product Data, Definition of .. .........................4.12.2 Product Data, Shop Drawings, Samples and ...2.2.14, 4.2.1, 4.12 Progress and Completion ....................2.2.3, 7.9.3, 8.2 Progress Payments ...........7.8, 7.9.3, 9.5.5, 9.8.2, 9.9.3, 12.1.4 Progress Schedule ....... ...........................4.10 Project, Definition of ....... ..........................1.1.4 Project Representative ...... .........................2.2.17 Property Insurance ........ ...........................11.3 PROTECTION OF PERSONS AND PROPERTY ..............10 Regulations and Laws .....1.3, 2.1.1, 4.6, 4.7, 4.13, 7.1, 10.2.2, 14 Rejection of Work ........................2.2.13, 4.5.1, 13.2 Releases of Waivers and Liens ....................9.9.2, 9.9.4 Representations .............1.2.2, 4.5, 4.12.5, 9.4.2, 9.6.1, 9.9.1 Representatives . ...........................2.1, 2.2.2, 2.2.17, 2.2.18, 3.1, 4.1, 4.9, 5.1, 9.3.3 Responsibility for Those Performing the Work .....2.2.4, 4.3.2, 6.1.3, 6.2, 9.8.1 Retainage .......................9.3.1, 9.5.2, 9.8.2, 9.9.2, 9.9.3 Review of Contract Documents by the Contractor ... .... ...........1.2.2, 4.2, 4.7.3 Reviews of Contractor's Submittals by Owner and Architect .....2.2.14, 4.10, 4.12, 5.2.1, 5.2.3, 9.2 Rights and Remedies ......1.1.2, 2.2.12, 2.2.13, 3.3, 3.4, 5.3, 6.1, 6.3, 7.6,7.9,8.3.1,9.6.1 ,9.7,10.3,12.1.2,12.2,13.2.2,14 Royalties and Patents ...... ...........................4.17 Safety of Persons and Property .........................10.2 Safety Precautions and Programs ..................2.2.4,10.1 Samples, Definition of .... .......... .............4.12.3 Samples, Shop Drawings, Product Data and .....2.2.14, 4.2, 4.12 Samples at the Site, Documents and ....................4.11 Schedule of Values ........ ..............:.............9.2 Schedule, Progress ........ ...........................4.10 Separate Contracts and Contractors .....4.14.2, 6,11.3.6,13.1.2 Shop Drawings, Definition of .........................4.12.1 Shop Drawings, Product Data and Samples ... 2.2.14, 4.2, 4.12 Site, Use of ........ ..........................4.13, 6.2.1 Site Visits, Architect's ................2.2.3, 2.2.5, 2.2.6, 2.2.17, 7.7.1, 7.7.4, 9.4.2, 9.6.1, 9.9.1 Site Inspections .............1.2.2, 2.2.3, 2.2.16, 7.7, 9.8.1, 9.9.1 Special Inspection and Testing ....................2.2.13, 7.7 Specifications ................................ 1.1.1,1.2.4,1.3 Statutes of Limitations ....................7.9.2, 13.2.2, 13.17 Stopping the Work ......................3.3, 9.7.1, 10.3,14.1 Stored Materials ............6.2.1, 9.3.2,10.2.1.2, 11.3.1, 13.2.5 C-) .A SUBCONTRACTORS ....... ..............................5 Subcontractors, Definition of ............................5.1 Subcontractors, Work by ...............1.2.4, 2.2.4, 4.3.1, 4.3.2 Subcontractual Relations ... ............................5.3 Submittals ....................1.3, 4.10, 4.12, 5.2.1, 5.2.3, 9.2, 9.3.1, 9.8.1, 9.9.2, 9.9.3 Subrogation, Waiver of ..... .........................11.3.6 Substantial Completion ......2.2.16, 8.1.1, 8.1.3, 8.2.2, 9.8,13.2.2 Substantial Completion, Definition of ...................8.1.3 Substitution of Subcontractors ....................5.2.3, 5.2.4 Substitution of the Architect . .........................2.2.19 Substitutions of Materials .... .....................4.5,12.1.4 Sub - subcontractors, Definition of .......................5.1.2 Subsurface Conditions ...... .........................12.2.1 Successors and Assigns .... ............................7.2 Supervision and Construction Procedures .1.2.4, 2.2.4, 4.3, 4.4, 10 Superintendent, Contractor's . .....................4.9,10.2.6 Surety, Consent of ..... .........................9.9.2, 9.9.3 Surveys .............. .........................3.2.2, 4.18.3 Taxes.... ......... ............................4.6 Termination by the Contractor .........................14.1 Termination by the Owner . ...........................14.2 Termination of the Architect .........................2.2.19 TERMINATION OF THE CONTRACT ......................14 Tests ......... ........................2.2.13, 4.3.3, 7.7, 9.4.2 Time.. ..... ....... ..............................8 Time, Definition of ........... ......................8.1 Time, Delays and Extensions of ...........8.3, 12.1, 12.3, 13.2.7 Time Limits, Specific ..................2.2.8, 2.2.12, 3.2.1, 3.4, 4.10, 5.3, 6.2.2, 7.9.2, 8.2, 8.3.2, 8.3.3, 9.2, 9.3.1, 9.4.1, 9.5.1, 9.7, 11.1.4, 11.3.1, 11.3.8, 11.3.9, 12.2, 12.3, 13.2.2, 13.2.5, 13.2.7, 14.1, 14.2.1 Title to Work .......... .........................9.3.2, 9.3.3 UNCOVERING AND CORRECTION OF WORK .............13 Uncovering of Work ....... ...........................13.1 Unforseen Conditions ...... .......................8.3,12.2 Unit Prices ................. ..................12.1.3,12.1.5 Use of Documents ....................... 1.1.1,1.3, 3.2.5, 5.3 Use of Site ............ ..........................4.13, 6.2.1 Values, Schedule of ........ ............................9.2 Waiver of Claims by the Contractor ....7.6.2, 8.3.2, 9.9.5, 11.3.6 Waiver of Claims by the Owner ......7.6.2, 9.9.4,11.3.6, 11.4.1 Waiver of Liens ............ ..........................9.9.2 Warranty and Warranties ....2.2.16, 4.5, 9.3.3, 9.8.1, 9.9.4, 13.2.2 Weather Delays .. ......... ..........................8.3.1 Work, Definition of ........ ..........................1.1.3 Work by Owner or by Separate Contractors ................6 Written Consent ......2.2.18, 4.14.2, 7.2, 7.6.2, 9.8.1, 9.9.3, 9.9.4 Written Interpretations ............... 1.1.1,1.2.4, 2.2.8,12.3.2 Written Notice .....2.2.8, 2.2.12, 3.4, 4.2, 4.7.3, 4.7.4, 4.9, 4.12.6, 4.12.7, 4.17, 5.2.1, 7.3, 7.4, 7.7, 7.9.2, 8.1.2, 8.3.2, 8.3.3, 9.4.1, 9.6.1, 9.7, 9.9.1, 9.9.5, 10.2.6, 11.1.4, 11.3.1, 11.3.4, 11.3.5, 11.3.7, 11.3.8, 12.2, 12.3, 13.2.2, 13.2.5, 14 Written Orders ...................3.3, 4.9,12.1.4,12.4.1, 13.1 Ps AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • THIRTEENTH EDITION • AUGUST 1976 4 A201 -1976 AIA® • 0 1976 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 * *Specifications and zy other documents identif 3 as Contract Documents by the 0 ;:er and the Contractor at t & time of establishment of the Guaranteed Maximum Cost pursuant to ,Article 5 of the Owner - Contractor Contract, the'Qwner's Program as referenced in Paragraph 4.1 of the Owner - Contractor Contract and all Addenda issued prior to and all Modifications issu( after execution of the Contract. GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION ARTICLE 1 1.2.2 By executing the Contract, the Contractor represents that he has visited the site, familiarized himself with the CONTRACT DOCUMENTS local conditions under which the Work is to be per- formed, and correlated his observations with the require- ments of the Contract Documents. 1.1.1 THE CONTRACT DOCUMENTS 1.2.3 The intent of the Contract Documents is to include The Contract Documents consist of the Owner- Contrac- all items necessary for the proper execution and comple- tor Agreement, the Conditions of the Contract (General, tion of the Work. The Contract Documents are comple- Supplementary and other Conditions), the Drawings, the** mentary, and what is required by any one shall be as t1�xlxlxxdt�txt�c�ai binding as if required by all. Work not covered in the Con - ���� A tract Documents will not be required unless it is consistent Mo ification is (1) a written amendment to the Contract therewith and is reasonably inferable therefrom as being signed by both parties, (2) a Change Order, (3) a written necessary to produce the intended results. Words and ab- interpretation issued by the Architect pursuant to Sub- breviations which have well -known technical or trade paragraph 2.2.8, or (4) a written order for a minor change meanings are used in the Contract Documents in accord - in the Work issued by the Architect pursuant to Paragraph ante with such recognized meanings. 12.4. The Contract Documents do not include Bidding 1.2.4 The organization of the Specifications into divisions, Documents such as the Advertisement or Invitation to sections and articles, and the arrangement of Drawings Bid, the Instructions to Bidders, sample forms, the Con- shall not control the Contractor in dividin the Work tractor's Bid or portions of Addenda relating to any of g among Subcontractors or in establishing the extent of these, or any other documents, unless specifically enu- merated in the Owner - Contractor Agreement. Work to be performed by any trade. 1,1,2 THE CONTRACT The Contract Documents form the Contract for Construc- tion. This Contract represents the entire and integrated agreement between the parties hereto and supersedes all prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification as defined in Subparagraph 1.1.1. The Contract Documents shall not be construed to create any contractual relationship of any kind between the Ar- chitect and the Contractor, but the Architect shall be entitled to performance of obligations intended for his benefit, and to enforcement thereof. Nothing contained in the Contract Documents shall create any contractual relationship between the Owner or the Architect and'any Subcontractor or Sub- subcontractor. 1.1.3 THE WORK The Work comprises the completed construction required by the Contract Documents and includes all labor neces- sary to produce such construction, and all materials and equipment incorporated or to be incorporated in such construction. 1,1,4 THE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part. 1,2 EXECUTION, CORRELATION AND INTENT 1.2.1 The Contract Documents shall be signed in not less than triplicate by the Owner and Contractor. If either the Owner or the Contractor or both do not sign the Condi- tions of the Contract, Drawings, Specifications, or any of the other Contract Documents, the Architect shall iden- tify such Documents. 1.3 OWNERSHIP AND USE OF DOCUMENTS 1.3.1 All Drawings, Specifications and copies thereof furnished by the Architect are and shall remain his prop- erty. They are to be used only with respect to this Project and are not to be used on any other project. With the exception of one contract set for each party to the Con- tract, such documents are to be returned or suitably accounted for to the Architect on request at the comple- tion of the Work. Submission or distribution to meet offi- cial regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's common law copyright or other reserved rights. 'ARTICLE 2 ARCHITECT 2.1 DEFINITION 2.1.1 The Architect is the person lawfully licensed to practice architecture, or an entity lawfully practicing architecture identified as such in the Owner - Contractor Agreement, and is referred to throughout the Contract Documents as if singular in number and masculine in gender. The term Architect means the Architect or his authorized representative. 2.2 ADMINISTRATION OF THE CONTRACT 2.2.1 The Architect will provide administration of the Contract as hereinafter described. 2.2.2 The Architect will be the Owner's representative during construction and until final payment is due. The Architect will advise and consult with the Owner. The Owner's instructions to the Contractor shall be forwarded AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • THIRTEENTH EDITION • AUGUST 1976 AIAO • © 1976 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 A201 -1976 5 rel through the Architect. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified by written instrument in accordance with Subparagraph 2.2.18. 2.2.3 The Architect will visit the site at intervals appro- priate to the stage of construction to familiarize himself generally with the progress and quality of the Work and to determine in general if the Work is proceeding in ac- cordance with the Contract Documents. However, the Architect will not be required to make exhaustive or con- tinuous on -site inspections to check the quality or quan- tity of the Work. On the basis of his on -site observations as an architect, he will keep the Owner informed of the progress of the Work, and will endeavor to guard the Owner against defects and deficiencies in the Work of the Contractor. 2.2.4 The Architect will not be responsible for and will not have control or charge of construction means, meth- ods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, and he will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. The Architect will not be responsible for or have control or charge over the acts or omissions of the Contractor, Subcontractors, or any of their agents or em- ployees, or any other persons performing any of the Work. 2.2.5 The Architect shall at all times have access to the Work wherever it is in preparation and progress. The Contractor shall provide facilities for such access so the Architect may perform his functions under the Contract Documents. 2.2.6 Based on the Architect's observations and an evalu- ation of the Contractor's Applications for Payment, the Architect will determine the amounts owing to the Con- tractor and will issue Certificates for Payment in such amounts, as provided in Paragraph 9.4. 2.2.7 The Architect will be the interpreter of the require- ments of the Contract Documents and the judge of the performance thereunder by both the Owner and Con- tractor. 2.2.8 The Architect will render interpretations necessary for the proper execution or progress of the Work, with reasonable promptness and in accordance with any time limit agreed upon. Either party to the Contract may make written request to the Architect for such interpretations. 2.2.9 Claims, disputes and other matters in question be- tween the Contractor and the Owner relating to the exe- cution or progress of the Work or the interpretation of the Contract Documents shall be referred initially to the Architect for decision which he will render in writing within a reasonable time. 2.2.10 All interpretations and decisions of the Architect shall be consistent with the intent of and reasonably in- ferable from the Contract Documents and will be in writ- ing or in the form of drawings. In his capacity as inter- preter and judge, he will endeavor to secure faithful per- formance by both the Owner and the Contractor, will not i .A show partiality to either, and will not be liable for the result of any interpretation or decision rendered in good faith in such capacity. 2.2.11 The Architect's decisions in matters relating to artistic effect will be final if consistent with the intent of the Contract Documents. 2.2.12 Any claim, dispute or other matter in question between the Contractor and the Owner referred to the Architect, except those relating to artistic effect as pro- vided in Subparagraph 2.2.11 and except those which have been waived by the making or acceptance of final pay- ment as provided in Subparagraphs 9.9.4 and 9.9.5, shall be subject to arbitration upon the written demand of ei- ther party. However, no demand for arbitration of any such claim, dispute or other matter may be made until the earlier of (1) the date on which the Architect has rendered a written decision, or (2) the tenth day after the parties have presented their evidence to the Architect or have been given a reasonable opportunity to do so, if the Architect has not rendered his written decision by that date. When such a written decision of the Architect states (1) that the decision is final but subject to appeal, and (2) that any demand for arbitration of a claim, dispute or other matter covered by such decision must be made within thirty days after the date on which the party mak- ing the demand receives the written decision, failure to demand arbitration within said thirty days' period will re- sult in the Architect's decision becoming final and binding upon the Owner and the Contractor. If the Architect renders a decision after arbitration proceedings have been initiated, such decision may be entered as evidence but will not supersede any arbitration proceedings unless the decision is acceptable to all parties concerned. 2.2.13 The Architect will have authority to reject Work which does not conform to the Contract Documents. Whenever, in his opinion, he considers it necessary or advisable for the implementation of the intent of the Contract Documents, he will have authority to require Special inspection or testing of the Work in accordance with Subparagraph 7.7.2 whether or not such Work be then fabricated, installed or completed. However, neither the Architect's authority to act under this Subparagraph 2.2.13, nor any decision made by him in good faith either to exercise or not to exercise such authority, shall give rise to any duty or responsibility of the Architect to the Contractor, any Subcontractor, any of their agents or employees, or any other person performing any of the Work. 2.2.14 The Architect will review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for conformance with the design concept of the Work and with the information given in the Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay. The Architect's ap- proval of a specific item shall not indicate approval of an assembly of which the item is a component. 2.2.15 The Architect will prepare Change Orders in ac- cordance with Article 12, and will have authority to order minor changes in the Work as provided in Subparagraph 12.4.1. AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • THIRTEENTH EDITION • AUGUST 1976 6 A201 -1976 AIA® • © 1976 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 See §16.% of tr. Cwnez Cont. Con- tract } 2.2.16 The Architect will conduct inspections to deter- mine the dates of Substantial Completion and final com- pletion, will receive and forward to the Owner for the Owner's review written warranties and related documents required by the Contract and assembled by the Contrac- tor, and will issue a final Certificate for Payment upon compliance with the requirements of Paragraph 9.9. 2.2.17 the Architect will provide one or more Project Representatives to assist the Architect in carrying out his responsibilities at the site. The duties, responsibilities and limitations of authority of any such Project Representative shall be as set forth in an exhibit to be incorporated in the Contract Documents. 2.2.18 The duties, responsibilities and limitations of au- thority of the Architect as the Owner's representative dur- ing construction as set forth in the Contract Documents will not be modified or extended without written con- sent of the Owner, the Contractor and the Architect. 2.2.19 In case of the termination of the employment of the Architect, the Owner shall appoint an architect against whom the Contractor makes no reasonable objec- tion whose status under the Contract Documents shall be that of the former architect. Any dispute in connection with such appointment shall ffbe subject to arbitration. See -S&.ct:.on 16.7 RTQCLEtle Owner- Cont. Contract. OWNER 3.1 DEFINITION 3.1.1 The Owner is the person or entity identified as such in the Owner - Contractor Agreement and is referred to throughout the Contract Documents as if singular in num- ber and masculine in gender. The term Owner means the Owner or his authorized representative. 3,2 INFORMATION AND SERVICES REQUIRED OF THE OWNER 3.2.1 The Owner shall, at the request of the Contractor, at the time of execution of the Owner - Contractor Agree- ment, furnish to the Contractor reasonable evidence that he has made financial arrangements to fulfill his obliga- tions under the Contract. Unless such reasonable evi- dence is furnished, the Contractor is not required to execute the Owner- Contractor Agreement or to com- mence the Work. 3.2.2 The Owner shall furnish all surveys describing the physical characteristics, legal limitations and utility loca- tions for the site of the Project, and a legal description of the site. 3.2.3 Except as provided in Subparagraph 4.7.1, the Owner shall secure and pay for necessary approvals, ease- ments, assessments and charges required for the construc- tion, use or occupancy of permanent structures or for per- manent changes in existing facilities. 3.2.4 Information or services under the Owner's control shall be furnished by the Owner with reasonable prompt- ness to avoid delay in the orderly progress of the Work. . A 3.2.5 Unless otherwise provided in the Contract Docu- ments, the Contractor will be furnished, free of charge, all copies of Drawings and Specifications reasonably nec- essary for the execution of the Work. 3.2.6 The Owner shall forward all instructions to the Contractor through the Architect. 3.2.7 The foregoing are in addition to other duties and responsibilities of the Owner enumerated herein and especially those in respect to Work by Owner or by Separate Contractors, Payments and Completion, and In- surance in Articles 6, 9 and 11 respectively. 3.3 OWNER'S RIGHT TO STOP THE WORK 3.3.1 If the Contractor fails to correct defective Work as required by Paragraph 13.2 or persistently fails to carry out the Work in accordance with the Contract Docu- ments, the Owner, by a written order signed personally or by an agent specifically so empowered by the Owner in writing, may order the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of the Owner to stop the Work shall not give rise to any duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Subparagraph 6.1.3. 3.4 OWNER'S RIGHT TO CARRY OUT THE WORK 3.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within seven days after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, after seven days following receipt by the Contractor of an additional written notice and without prejudice to any other remedy he may have, make good such deficiencies. In such case an appropriate Change Order shall be issued deducting from the payments then or thereafter due the Contractor the cost of correcting such deficiencies, including compensation for the Archi- tect's additional services made necessary by such default, neglect or failure. Such action by the Owner and the amount charged to the Contractor are both subject to the prior approval of the Architect. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the Owner. ARTICLE 4 CONTRACTOR 4,1 DEFINITION 4.1.1 The Contractor is the person or entity identified as such in the Owner - Contractor Agreement and is referred to throughout the Contract Documents as if singular in number and masculine in gender. The term Contractor means the Contractor or his authorized representative. 4,2 REVIEW OF CONTRACT DOCUMENTS 4.2.1 The Contractor shall carefully study and compare the Contract Documents and shall at once report to the Architect any error, inconsistency or omission he may dis- cover. The Contractor shall not be liable to the Owner or AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - THIRTEENTH EDITION - AUGUST 1976 MAC, - © 1976 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 A201 -1976 7 C, . C, -* *.except where the Contact Documents or the Architect specify a means'. method, technique, sequence, or procedur e. the Architect for any damage resulting from any such errors, inconsistencies or omissions in the Contract Docu- ments. The Contractor shall perform no portion of the Work at any time without Contract Documents or, where required, approved Shop Drawings, Product Data or Samples for such portion of the Work. 4.3 SUPERVISION AND CONSTRUCTION PROCEDURES 4.3.1 The Contractor shall supervise and direct the Work, using his best skill and attention. He shall be solely re- sponsible for all construction means, methods, tech- niques, sequences and procedures and for coordinating all portions of the Work under the Contract., ** 4.3.2 The Contractor shall be responsible to the Owner for the acts and omissions of his employees, Subcontrac- tors and their agents and employees, and other persons performing any of the Work under a contract with the Contractor. 4.3.3 The Contractor shall not be relieved from his obli- gations to perform the Work in accordance with the Contract Documents either by the activities or duties of the Architect in his administration of the Contract, or by inspections, tests or approvals required or performed un- der Paragraph 7.7 by persons other than the Contractor. 4.4 LABOR AND MATERIALS 4.4.1 Unless otherwise provided in the Contract Docu- ments, the Contractor shall provide and pay for all labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or per- manent and whether or not incorporated or to be incor- porated in the Work. 4.4.2 The Contractor shall at all times enforce strict dis- cipline and good order among his employees and shall not employ on the Work any unfit person or anyone not skilled in the task assigned to him. 4.5 WARRANTY 4.5.1 The Contractor warrants to the Owner and the Architect that all materials and equipment furnished under this Contract will be new unless otherwise speci- fied, and that all Work will be of good quality, free from faults and defects and in conformance with the Contract Documents. All Work not conforming to these require- ments, including substitutions not properly approved and authorized, may be considered defective. If required by the Architect, the Contractor shall furnish satisfactory evi- dence as to the kind and quality of materials and equip- ment. This warranty is not limited by the provisions of Paragraph 13.2. 4.6 TAXES 4.6.1 The Contractor shall pay all sales, consumer, use and other similar taxes for the Work or portions thereof provided by the Contractor which are legally enacted at the time bids are received, whether or not yet effective. 4.7 PERMITS, FEES AND NOTICES 4.7.1 Unless otherwise provided in the Contract Docu- ments, the Contractor shall secure and pay for the build- ing permit and for all other permits and governmental fees, licenses and inspections necessary for the proper execution and completion of the Work which are custom- arily secured after execution of the Contract and which are legally required at the time the bids are received. 4.7.2 The Contractor shall give all notices and comply with all laws, ordinances, rules, regulations and lawful or- ders of any public authority bearing on the performance of the Work. 4.7.3 It is not the responsibility of the Contractor to make certain that the Contract Documents are in accord- ance with applicable laws, statutes, building codes and regulations. If the Contractor observes that any of the Contract Documents are at variance therewith in any re- spect, he shall promptly notify the Architect in writing, and any necessary changes shall be accomplished by ap- propriate Modification. 4.7.4 If the Contractor performs any Work knowing it to be contrary to such laws, ordinances, rules and regula- tions, and without such notice to the Architect, he shall assume full responsibility therefor and shall bear all costs attributable thereto. 4,8 ALLOWANCES 4.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by these allowances shall be supplied for such amounts and by such persons as the Owner may direct, but the Contractor will not be required to employ persons against whom he makes a reasonable objection. 4.8.2 Unless otherwise provided in the Contract Docu- ments: .1 these allowances shall cover the cost to the Con- tractor, less any applicable trade discount, of the materials and equipment required by the allowance delivered at the site, and all applicable taxes; .2 the Contractor's costs for unloading and handling on the site, labor, installation costs, overhead, prof- it and other expenses contemplated for the original allowance shall be included in the Contract Sum and not in the allowance; .3 whenever the-cost is more than or less than the allowance, the Contract Sum shall be adjusted ac- cordingly by Change Order, the amount of which will recognize changes, if any, in handling costs on the site, labor, installation costs, overhead, profit and other expenses. 4,9 SUPERINTENDENT 4.9.1 The Contractor shall employ a competent superin- tendent and necessary assistants who shall be in attend- ance at the Project site during the progress of the Work. The superintendent shall represent the Contractor and all communications given to the superintendent shall be as binding as if given to the Contractor. Important commu- nications shall be confirmed in writing. Other communi- cations shall be so confirmed on written request in each case. 4,10 PROGRESS SCHEDULE 4.10.1 The Contractor, immediately after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information an estimated progress Sched- AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTIO;� THIRTEENTH EDITION •AUGUST 1976 8 A201 -1976 AIA^ • C 1976 • THE ,AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 ule for the Work. The progress schedule shall be related to the entire Project to the extent required by the Con- tract Documents, and shall provide for expeditious and practicable execution of the Work. 4.11 DOCUMENTS AND SAMPLES AT THE SITE 4.11.1 The Contractor shall maintain at the site for the Owner one record copy of all Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to record all changes made during construction, and approved Shop Drawings, Product Data and Samples. These shall be available to the Architect and shall be delivered to him for the Owner upon completion of the Work. 4.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 4.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or any Subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. 4.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate a material, product or system for some portion of the Work. 4.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 4.12.4 The Contractor shall review, approve and submit, with reasonable promptness and in such sequence as to cause no delay in the Work or in the work of the Owner or any separate contractor, all Shop Drawings, Product Data and Samples required by the Contract Documents. 4.12.5 By approving and submitting Shop Drawings, Product Data and Samples, the Contractor represents that he has determined and verified all materials, field meas- urements, and field construction criteria related thereto, or will do so, and that he has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Docu- ments, 4.12.6 The Contractor shall not be relieved of responsi- bility for any deviation from the requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data or Samples under Subparagraph 2.2.14 unless the Contractor has specifically informed the Architect in writing of such deviation at the time of sub- mission and the Architect has given written approval to the specific deviation. The Contractor shall not be relieved from responsibility for errors or omissions in the Shop Drawings, Product Data or Samples by the Architect's approval thereof. 4.12.7 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data or Samples, to revisions other than those requested by the Architect on previous submittals. 4.12.8 No portion of the Work requiring submission of a Shop Drawing, Product Data or Sample shall be com- menced until the submittal has been approved by the Architect as provided in Subparagraph 2.2.14. All such A portions of the Work shall be in accordance with ap- proved submittals. 4.13 USE OF SITE 4.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encum- ber the site with any materials or equipment. 4.14 CUTTING AND PATCHING OF WORK 4.14.1 The Contractor shall be responsible for all cutting, fitting or patching that may be required to complete the Work or to make its several parts fit together properly. 4.14.2 The Contractor shall not damage or endanger any portion of the Work or the work of the Owner or any separate contractors by cutting, patching or otherwise altering any work, or by excavation. The Contractor shall not cut or otherwise alter the work of the Owner or any separate contractor except with the written consent of the Owner and of such separate contractor. The Contractor shall not unreasonably withhold from the Owner or any separate contractor his consent to cutting or otherwise altering the Work. 4.15 CLEANING UP 4.15.1 The Contractor at all times shall keep the premises free from accumulation of waste materials or rubbish caused by his operations. At the completion of the Work he shall remove all his waste materials and rubbish from and about the Project as well as all his tools, construc- tion equipment, machinery and surplus materials. 4.15.2 If the Contractor fails to clean up at the comple- tion of the Work, the Owner may do so as provided in Paragraph 3.4 and the cost thereof shall be charged to the Contractor. 4.16 COMMUNICATIONS Copies of 4.16.1 all communications to]dXAJNMK>bxmg:, the Architect. shall also be 4.17 ROYALTIES AND PATENTS sent to the Owner. 4.17.1 The Contractor shall pay all royalties and license fees. He shall defend' all suits or claims for infringement of any patent rights and shall save the Owner harmless from loss on account thereof, except that the Owner shall be responsible for all such loss when a particular design, process or the product of a particular manufacturer or manufacturers is specified, but if the Contractor has rea- son to believe that the design, process or product speci- fied is an infringement of a patent, he shall be responsible for such loss unless he promptly gives such information to the Architect. 4.18 INDEMNIFICATION 4.18.1 To the fullest extent permitted by law, the Con- tractor shall indemnify and hold harmless the Owner and the Architect and their agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or result- ing from the performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) including the loss of use resulting therefrom, AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • THIRTEENTH EDITION • AUGUST 1976 AIN� • © 1976 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 A201 -1976 9 and (2) is caused in whole or in part by any negligent act or omission of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall not be construed to ne- gate, abridge, or otherwise reduce any other right or obli- gation of indemnity which would otherwise exist as to any party or person described in this Paragraph 4.18. 4.18.2 In any and all claims against the Owner or the Architect or any of their agents or employees by any employee of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnifi- cation obligation under this Paragraph 4.18 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any Subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. 4.18.3 The obligations of the Contractor under this Para- graph 4.18 shall not extend to the liability of the Archi- tect, his agents or employees, arising out of (1) the prepa- ration or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications, or (2) the giving of or the failure to give directions or instruc- tions by the Architect, his agents or employees provided such giving or failure to give is the primary cause of the injury or damage. ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITION 5.1.1 A Subcontractor is a person or entity who has a di- rect contract with the Contractor to perform any of the Work at the site. The term Subcontractor is referred to throughout the Contract Documents as if singular in num- ber and masculine in gender and means a Subcontractor or his authorized representative. The term Subcontractor does not include any separate contractor or his subcon- tractors. 5.1.2 A Sub - subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to per- form any of the Work at the site. The term Sub- subcon- tractor is referred to throughout the Contract Documents as if singular in number and masculine in gender and means a Sub - subcontractor or an authorized representa- tive thereof. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 Unless otherwise required by the Contract Docu- ments or the Bidding Documents, the Contractor, as soon as practicable after the award of the Contract, shall fur- nish to the Owner and the Architect in writing the names of the persons or entities (including those who are to fur- nish materials or equipment fabricated to a special design) proposed for each of the principal portions of the Work. The Architect will promptly reply to the Contractor in writing stating whether or not the Owner or the Architect, after due investigation, has reasonable objection to any .` such proposed person or entity. Failure of the Owner or Architect to reply promptly shall constitute notice of no reasonable objection. 5.2.2 The Contractor shall not contract with any such proposed person or entity to whom the Owner or the Architect has made reasonable objection under the provi- sions of Subparagraph 5.2.1. The Contractor shall not be required to contract with anyone to whom he has a rea- sonable objection. 5.2.3 If the Owner or the Architect has reasonable objec- tion to any such proposed person or entity, the Contrac- tor shall submit a substitute to whom the Owner or the Architect has no reasonable objection, and the Contract Sum shall be increased or decreased by the difference in cost occasioned by such substitution and an appropriate Change Order shali be issued; however, no increase in the Contract Sum shall be allowed for any such substitu- tion unless the Contractor has acted promptly and re- sponsively in submitting names as required by Subpara- graph 5.2.1. 5.2.4 The Contractor shall make no substitution for any Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitution. 5.3 SUBCONTRACTUAL RELATIONS 5.3.1 By an appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be per- formed by the Subcontractor, to be bound to the Con- tractor by the terms of the Contract Documents, and to as- sume toward the Contractor all the obligations and re- sponsibilities which the Contractor, by these Documents, assumes toward the Owner and the Architect. Said agree- ment shall preserve and protect the rights of the Owner and the Architect under the Contract Documents with re- spect to the Work to be performed by the Subcontractor so that the subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifi- cally provided otherwise in the Contractor - Subcontractor agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by these Docu- ments, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with his Sub - subcontractors. The Con- tractor shall make available to each proposed Subcon- tractor, prior to the execution of the Subcontract, copies of the Contract Documents to which the Subcontractor will be bound by this Paragraph 5.3, and identify to the Subcontractor any terms and conditions of the proposed Subcontract which may be at variance with the Contract Documents. Each Subcontractor shall similarly make cop- ies of such Documents available to his Sub - subcontractors. ARTICLE 6 WORK BY OWNER OR BY SEPARATE CONTRACTORS 6,1 OWNER'S RIGHT TO PERFORM WORK AND TO AWARD SEPARATE CONTRACTS Y , 6.1.1 The Owner reserves the right to perform work re- lated to the Project with his own forces, and to award (after he has AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • THIRTEENTH EDITION • AUGUST 1976notiflE 10 A201 -1976 AIA® • © 1976 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 the Contractor in separate contracts in connection with other portions of the Project or other work on the site under these or similar Conditions of the Contract. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, he shall make such claim as pro- vided elsewhere in the Contract Documents. 6.1.2 When separate contracts are awarded for different portions of the Project or other work on the site, the term Contractor in the Contract Documents in each case shall mean the Contractor who executes each separate Owner - Contractor Agreement. 6.1.3 The Owner will provide for the coordination of the work of his own forces and of each separate contractor with the Work of the Contractor, who shall cooperate therewith as provided in Paragraph 6.2. 6.2 MUTUAL RESPONSIBILITY 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for the introduction and storage of their materials and equipment and the execution of their work, and shall connect and coordinate his Work with theirs as required by the Contract Docu- ments. 6.2.2 If any part of the Contractor's Work depends for proper execution or results upon the work of the Owner or any separate contractor, the Contractor shall, prior to proceeding with the Work, promptly report to the Archi- tect any apparent discrepancies or defects in such other work that render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acceptance of the Owner's or separate con- tractors' work as fit and proper to receive his Work, ex- cept as to defects which may subsequently become appar- rent in such work by others. 6.2.3 Any costs caused by defective or ill -timed work shall be borne by the party responsible therefor. 6.2.4 Should the Contractor wrongfully cause damage to the work or property of the Owner, or to other work on the site, the Contractor shall promptly remedy such dam- age as provided in Subparagraph 10.2.5. 6.2.5 Should the Contractor wrongfully cause damage to the work or property of any separate contractor, the Con- tractor shall upon due notice promptly attempt to settle with such other contractor by agreement, or otherwise to resolve the dispute. If such separate contractor sues or initiates an arbitration proceeding against the Owner on account of any damage alleged to have been caused by the Contractor, the Owner shall notify the Contractor who shall defend such proceedings at the Owner's ex- pense, and if any judgment or award against the Owner arises therefrom the Contractor shall pay or satisfy it and shall reimburse the Owner for all attorneys' fees and court or arbitration costs which the Owner has incurred. 6.3 OWNER'S RIGHT TO CLEAN UP 6.3.1 If a dispute arises between the Contractor and sepa- rate contractors as to their responsibility for cleaning up as required by Paragraph 4.15, the Owner may clean up L and charge the cost thereof to the contractors responsible therefor as the Architect shall determine to be just. ARTICLE 7 MISCELLANEOUS PROVISIONS 7.1 GOVERNING LAW 7.1.1 The Contract shall be governed by the law of the place where the Project is located. 7.2 SUCCESSORS AND ASSIGNS 7.2.1 The Owner and the Contractor each binds himself, his partners, successors, assigns and legal representatives to the other party hereto and to the partners, successors, assigns and legal representatives of such other party in re- spect to all covenants, agreements and obligations con- tained in the Contract Documents. Neither party to the Contract shall assign the Contract or sublet it as a whole without the written consent of the other, nor shall the Contractor assign any moneys due or to become due to him hereunder, without the previous written consent of the Owner. 7.3 WRITTEN NOTICE 7.3.1 Written notice shall be deemed to have been duly served if delivered in person to the individual or member of the firm or entity or to an officer of the corporation for whom it was intended, or if delivered at or sent by regis- tered or certified mail to the last business address known to him who gives the notice. 7.4 CLAIMS FOR DAMAGES 7.4.1 Should either party to the Contract suffer injury or damage to person or property because of any act or omis- sion of the other party or of any of his employees, agents or others for whose acts he is legally liable, claim shall be made in writing to such other party within a reasonable time after the first observance of such injury or damage. 7.5 PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND 7.5.1 The Owner shall have the right to require the Con- tractor to furnish bonds covering the faithful performance of the Contract and the payment of all obligations arising thereunder if and as required in the Bidding Documents or in the Contract Documents. 7.6 RIGHTS AND REMEDIES 7.6.1 The duties and obligations imposed by the Contract Documents and the rights and remedies available there- under shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise im- posed or available by law. 7.6.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. + <u' - i,�iZ ' unvui' "11 -1 THE CONTRACT FOR CONSTRUCTION • THIRTEENTH EDITION • AUGUST 1976 AIA� • ©1976 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 A201 -1976 11 i j 7,7 TESTS 7.7.1 If the Contract Documents, laws, ordinances, rules, regulations or orders of any public authority having juris- diction require any portion of the Work to be inspected, tested or approved, the Contractor shall give the Architect timely notice of its readiness so the Architect may observe such inspection, testing or approval. _13b 2dk }tCglrgt Unless otherwise provided, the Owner shall bear all costs of nspections, tests or approvals. 7.7.2 If the Architect determines that any Work requires special inspection, testing, or approval which Subpara- graph 7.7.1 does not include, he will, upon written au- thorization from the Owner, instruct the Contractor to order such special inspection, testing or approval, and the Contractor shall give notice as provided in Subparagraph 7.7.1. If such special inspection or testing reveals a failure of the Work to comply with the requirements of the Con- tract Documents, the Contractor shall bear all costs there- of, including compensation for the Architect's additional services made necessary by such failure; otherwise the Owner shall bear such costs, and an appropriate Change Order shall be issued. 7.7.3 Required certificates of inspection, testing or ap- proval shall be secured by the Contractor and promptly delivered by him to the Architect. 7.7.4 If the Architect is to observe the inspections, tests or approvals required by the Contract Documents, he will do so promptly and, where practicable, at the source of supply. 7,8 INTEREST 7.8.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing at the place of the Project. 7,9 ARBITRATION See SectLO.n l6. 7 of the 7.9.1 All claims, disPes and gYhetFi§'fYSs in question between the Contractor and the Owner arising out of, or relating to, the Contract Documents or the Breach there- of, except as provided in Subparagraph 2.2.11 with re- spect to the Architect's decisions on matters relating to artistic effect, and except for claims which have been waived by the making or acceptance of final payment as provided by Subparagraphs 9.9.4 and 9.9.5, shall be de- cided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then obtaining unless the parties mutually agree otherwise. No arbitration -arising out of or relating to the Contract Documents shall include, by consolida- tion, joinder or in any other manner, the Architect, his employees or consultants except by written consent con- taining a specific reference to the Owner - Contractor Agreement and signed by the Architect, the Owner, the Contractor and any other person sought to be joined. No arbitration shall include by consolidation, joinder or in any other manner, parties other than the Owner, the Contractor and any other persons substantially involved in a common question of fact or law, whose presence is 1 A required if complete relief is to be accorded in the arbi- tration. No person other than the Owner or Contractor shall be included as an original third party or additional third party to an arbitration whose interest or responsi- bility is insubstantial. Any consent to arbitration involving an additional person or persons shall not constitute con- sent to arbitration of any dispute not described therein or with any person not named or described therein. The foregoing agreement to arbitrate and any other agreement to arbitrate with an additional person or persons duly consented to by the parties to the Owner - Contractor Agreement shall be specifically enforceable under the prevailing arbitration law. The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. 7.9.2 Notice of the demand for arbitration shall be filed in writing with the other party to the Owner - Contractor Agreement and with the American Arbitration Associa- tion, and a copy shall be filed with the Architect. The demand for arbitration shall be made within the time limits specified in Subparagraph 2.2.12 where applicable, and in all other cases within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after the date when institu- tion of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. 7.9.3 Unless otherwise agreed in writing, the Contractor shall carry on the Work and maintain its progress during any arbitration proceedings, and the Owner shall con- tinue to make payments to the Contractor in accordance with the Contract Documents. ARTICLE 8 TIME 8,1 DEFINITIONS 8.1.1 Unless otherwise provided, the Contract Time is the period of time allotted in the Contract Documents for Substantial Completion of the Work as defined in Sub- paragraph 8.1.3, including authorized adjustments thereto. 8.1.2 The date of commencement of the Work is the date established in a notice to proceed. If there is no notice to proceed, it shall be the date of the Owner- Contractor Agreement or such other date as may be established therein. 8.1.3 The Date of Substantial Completion of the Work or designated portion thereof is the Date certified by the Architect when construction is sufficiently complete, in accordance with the Contract Documents, so the Owner can occupy or utilize the Work or designated portion thereof for the use for which it is intended. 8.1.4 The term day as used in the Contract Documents shall mean calendar day unless otherwise specifically designated. 8.2 PROGRESS AND COMPLETION 8.2.1 All time limits stated in the Contract Documents are of the essence of the Contract. AIA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • THIRTEENTH EDITION • AUGUST 1976 12 A201 -1976 AIAO • © 1976 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 11) 8.2.2 The Contractor shall begin the Work on the date of commencement as defined in Subparagraph 8.1.2. He shall carry the Work forward expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. 8.3 DELAYS AND EXTENSIONS OF TIME 8.3.1 If the Contractor is delayed at any time in the prog- ress of the Work by any act or neglect of the Owner or the Architect, or by any employee of either, or by any separate contractor employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in transportation, adverse weather condi- tions not reasonably anticipatable, unavoidable casualties, or any causes beyond the Contractor's control, or by de- lay authorized by the Owner pending arbitration, or by any other cause which the Architect determines may justify the delay, then the Contract Time shall be ex- tended by Change Order for such reasonable time as the Architect may determine. 8.3.2 Any claim for extension of time shall be made in writing to the Architect not more than twenty days after the commencement of the delay; otherwise it shall be waived. In the case of a continuing delay only one claim is necessary. The Contractor shall provide an estimate of the probable effect of such delay on the progress of the Work. 8.3.3 If no agreement is made stating the dates upon which interpretations as provided in Subparagraph 2.2.8 shall be furnished, then no claim for delay shall be al- lowed on account of failure to furnish such interpreta- tions until fifteen days after written request is made for them, and not then unless such claim is reasonable. 8.3.4 This Paragraph 8.3 does not exclude the recovery of damages for delay by either party under other provi- sions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM 9.1.1 The Contract Sum is stated in the Owner - Contractor Agreement and, including authorized adjustments thereto, is the total amount payable by the Owner to the Contrac- tor for the performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES 9.2.1 Before the first Application for Payment, the Con- tractor shall submit to the Architect a schedule of values allocated to the various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, un- less objected to by the Architect, shall be used only as a basis for the Contractor's Applications for Payment. 9.3 APPLICATIONS FOR PAYMENT 9.3.1 At least ten days before the date for each progress payment established in the Owner- Contractor Agreement, the Contractor shall submit to the Architect an itemized Application for Payment, notarized if required, supported C by such data substantiating the Contractor's right to pay- ment as the Owner or the Architect may require, and re- flecting retainage, if any, as provided elsewhere in the Contract Documents. 9.3.2 Unless otherwise provided in the Contract Docu- ments, payments will be made on account of materials or equipment not incorporated in the Work but delivered and suitably stored at the site and, if approved in ad- vance by the Owner, payments may similarly be made for materials or equipment suitably stored at some other location agreed upon in writing. Payments for materials or equipment stored on or off the site shall be con- ditioned upon submission by the Contractor of bills of sale or such other procedures satisfactory to the Owner to establish the Owner's title to such materials or equip- ment or otherwise protect the Owner's interest, including applicable insurance and transportation to the site for those materials and equipment stored off the site. 9.3.3 The Contractor warrants that title to all Work, materials and equipment covered by an Application for Payment will pass to the Owner either by incorporation in the construction or upon the receipt of payment by the Contractor, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, herein- after referred to in this Article 9 as "liens "; and that no Work, materials or equipment covered by an Application for Payment will have been acquired by the Contractor, or by any other person performing Work at the site or furnishing materials and equipment for the Project, sub- ject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or other- wise imposed by the Contractor or such other person. 9.4 CERTIFICATES FOR PAYMENT 9.4.1 The Architect will, within seven days after the re- ceipt of the Contractor's Application for Payment, either issue a Certificate for Payment to the Owner, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor in writing his reasons for withholding a Certificate as pro- vided in Subparagraph 9.6.1. 9.4.2 The issuance of a Certificate for Payment will con- stitute a representation by the Architect to the Owner, based on his observations at the site as provided in Sub- paragraph 2.2.3 and the data comprising the Application for Payment, that the Work has progressed to the point indicated; that, to the best of his knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to the results of any subse- quent tests required by or performed under the Contract Documents, to minor deviations from the Contract Docu- ments correctable prior to completion, and to any specific qualifications stated in his Certificate); and that the Con- tractor is entitled to payment in the amount certified. However, by issuing a Certificate for Payment, the Archi- tect shall not thereby be deemed to represent that he has made exhaustive or continuous on -site inspections to check the quality or quantity of the Work or that he has reviewed the construction means, methods, techniques, AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CO`TRAC1 rOR (:C?NSTRUCTION • THIRIEENTFI EDITION • AUGUST 1976 AIN) • (�) 1976 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NF%V YORK AVENUE, N.w., WASHINGTON, D.C. 20006 A201 -1976 13 sequences or procedures, or that he has made any exam- ination to ascertain how or for what purpose the Contrac- tor has used the moneys previously paid on account of the Contract Sum. 9,5 PROGRESS PAYMENTS 9.5.1 After the Architect has issued a Certificate for Pay- ment, the Owner shall make payment in the manner and within the time provided in the Contract Documents. 9.5.2 The Contractor shall promptly pay each Subcon- tractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor's Work, the amount to which said Subcon- tractor is entitled, reflecting the percentage actually re- tained, if any, from payments to the Contractor on ac- count of such Subcontractor's Work. The Contractor shall, by an appropriate agreement with each Subcontractor, re- quire each Subcontractor to make payments to his Sub - subcontractors in similar manner. 9.5.3 The Architect may, on request and at his discretion, furnish to any Subcontractor, if practicable, information regarding the percentages of completion or the amounts applied for by the Contractor and the action taken there- on by the Architect on account of Work done by such Subcontractor. 9.5.4 Neither the Owner nor the Architect shall have any obligation to pay or to see to the payment of any moneys to any Subcontractor except as may otherwise be required by law. 9.5.5 No Certificate for a progress payment, nor any progress payment, nor any partial or entire use or occu- pancy of the Project by the Owner, shall constitute an acceptance of any Work not in accordance with the Con- tract Documents. 9,6 PAYMENTS WITHHELD 9.6.1 The Architect may decline to certify payment and may withhold his Certificate in whole or in part, to the extent necessary reasonably to protect the Owner, if in his opinion he is unable to make representations to the Owner as provided in Subparagraph 9.4.2. If the Architect is unable to make representations to the Owner as pro- vided in Subparagraph 9.4.2 and to certify payment in the amount of the Application, he will notify the Contractor as provided in Subparagraph 9.4.1. If the Contractor and the Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which he is able to make such rep- resentations to the Owner. The Architect may also decline to certify payment or, because of subsequently discov- ered evidence or subsequent observations, he may nullify the whole or any part of any Certificate for Payment previously issued, to such extent as may be necessary in his opinion to protect the Owner from loss because of: .1 defective Work not remedied, .2 third party claims filed or reasonable evidence indi- cating probable filing of such claims, .3 failure of the Contractor to make payments prop - erly to Subcontractors or for labor, materials or equipment, A .4 reasonable evidence that the Work cannot be com- pleted for the unpaid balance of the Contract Sum, .5 damage to the Owner or another contractor, .6 reasonable evidence that the Work will not be com- pleted within the Contract Time, or .7 persistent failure to carry out the Work in accord- ance with the Contract Documents. 9.6.2 When the above grounds in Subparagraph 9.6.1 are removed, payment shall be made for amounts withheld because of them. 9.7 FAILURE OF PAYMENT 9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Pay- ment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents any amount certified by the Architect or awarded by arbitration, then the Contractor may, upon seven additional days' written notice to the Owner and the Architect, stop the Work until payment of the amount owing has been received. The Contract Sum shall be in- creased by the amount of the Contractor's reasonable costs of shut -down, delay and start -up, which shall be ef- fected by appropriate Change Order in accordance with Paragraph 12.3. 9.8 SUBSTANTIAL COMPLETION 9.8.1 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the Owner, is substantially complete as defined in Subpara- graph 8.1.3, the Contractor shall prepare for submission to the Architect list of items to be completed or cor- and rected. The failure to include any items on such list does Owner not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. When the Architect on the basis of an inspection deter- mines that the Work or designated portion thereof is sub- stantially complete, he will then prepare a Certificate of Substantial Completion which shall establish the Date of Substantial Completion, shall state the responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage- to the Work, and insurance, and shall fix the time within which the Contractor shall com- plete the items listed therein. Warranties required by the Contract Documents shall commence on the Date of Sub- stantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. The Certificate of Substantial Completion shall be submitted to the Owner and the Contractor for their written acceptance of the responsi- bilities assigned to them in such Certificate. 9.8.2 Upon Substantial Completion of the Work or desig- nated portion thereof and upon application by the Con- tractor and certification by the Architect, the Owner shall make payment, reflecting adjustment in retainage, if any, for such Work or portion thereof, as provided in the Con- tract Documents. 9,9 FINAL COMPLETION AND FINAL PAYMENT 9.9.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon re- ceipt of a final Application for Payment, the Architect will AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • THIRTEENTH EDITION • AUGUST 1976 14 A201 -1976 AIA1 • n 1976 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW PORK AVENUE, N.W., WASHINGTON, D.C. 20006 f promptly make such inspection and, when he finds the Work acceptable under the Contract Documents and the Contract fully performed, he will promptly issue a final Certificate for Payment stating that to the best of his knowledge, information and belief, and on the basis of his observations and inspections, the Work has been com- pleted in accordance with the terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor, and noted in said final Certificate, is due and payable. The Architect's final Certificate for Payment will constitute a further representation that the conditions precedent to the Contractor's being entitled to final payment as set forth in Subparagraph 9.9.2 have been fulfilled. 9.9.2 Neither the final payment nor the remaining re- tained percentage shall become due until the-Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or his property might in any way be responsible, have been paid or otherwise satisfied, (2) consent of surety, if any, to final payment and (3), if required by the Owner, other data establishing payment or satisfaction of all such obliga- tions, such as receipts, releases and waivers of liens aris- ing out of the Contract, to the extent and in such form as may be designated by the Owner. If any Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the Owner all mon- eys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or cor- rected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as provided in Paragraph 7.5, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 9.9.4 The making of final payment shall constitute a waiver of all claims by the Owner except those arising from: .1 unsettled liens, .2 faulty or defective Work appearing after Substantial Completion, .3 failure of the Work to comply with the require- ments of the Contract Documents, or .4 terms of any special warranties required by the Contract Documents. )) .t 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previ- ously made in writing and identified by the Contractor as unsettled at the time of the final Application for Pay- ment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 SAFETY PRECAUTIONS AND PROGRAMS 10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. 10.2 SAFETY OF PERSONS AND PROPERTY 10.2.1 The Contractor shall take all reasonable precau- tions for the safety of, and shall provide all reasonable protection to prevent damage, injury or loss to: .1 all employees on the Work and all other persons who may be affected thereby; .2 all the Work and all materials and equipment to be incorporated therein, whether in storage on or off the site, under the care, custody or control of the Contractor or any of his Subcontractors or Sub - subcontractors; and .3 other property at the site or adjacent thereto, in- cluding trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. 10.2.2 The Contractor shall.give all notices and comply with all applicable laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the safety of persons or property or their protection from damage, injury or loss. 10.2.3 The Contractor shall erect and maintain, as re- quired by existing conditions and progress of the Work, all reasonable safeguards for safety and protection, in- cluding posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent utilities. 10.2.4 When the use or storage of explosives or other hazardous materials or equipment is necessary for the execution of the Work, the Contractor shall exercise the utmost care and shall carry on such activities under the supervision of properly qualified personnel. 10.2.5 The Contractor shall promptly remedy all damage or loss (other than damage or loss insured under Para- graph 11.3) to any property referred to in Clauses 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, any Subcontractor, any Sub - subcontractor, or anyone di- rectly or indirectly employed by any of them, or by any - one for whose acts any of them may be liable and for which the Contractor is responsible under Clauses 10.2.1.2 and 10.2.1.3, except damage or loss attributable to the acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contrac- tor. The foregoing obligations of the Contractor are in addition to his obligations under Paragraph 4.18. AlA uva.umtNI Azui • GtNtKAt CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • THIRTEENTH EDITION • AUGUST 1976 AIA® • © 1976 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 A201 -1976 15 0 10.2.6 The Contractor shall designate a responsible mem- ber of his organization at the site whose duty shall be the prevention of accidents. This person shall be the Contrac- tor's superintendent unless otherwise designated by the Contractor in writing to the Owner and the Architect. 10.2.7 The Contractor shall not load or permit any part of the Work to be loaded so as to endanger its safety. 10.3 EMERGENCIES 10.3.1 In any emergency affecting the safety of persons or property, the Contractor shall act, at his discretion, to prevent threatened damage, injury or loss. Any additional compensation or extension of time claimed by the Con- tractor on account of emergency work shall be deter- mined as provided in Article 12 for Changes in the Work. ARTICLE 11 INSURANCE 11.1 CONTRACTOR'S LIABILITY INSURANCE 11.1.1 The Contractor shall purchase and maintain such insurance as will protect him from claims set forth below which may arise out of or result from the Contractor's operations under the Contract, whether such operations be by himself or by any Subcontractor or by anyone di- rectly or indirectly employed by any of them, or by any- one for whose acts any of them may be liable: - .1 claims under workers' or workmen's compensation, disability benefit and other similar employee bene- fit acts; .2 claims for damages because of bodily injury, oc- cupational sickness or disease, or death of his employees; .3 claims for damages because of bodily injury, sick- ness or disease, or death of any person other than his employees; .4 claims for damages insured by usual personal in- jury liability coverage which are sustained (1) by any person as a result of an offense directly or in- directly related to the employment of such person by the Contractor, or (2) by any other, person; .5 claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; and .6 claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. 11.1.2 The insurance required by Subparagraph 11.1.1 shall be written for not less than any limits of liability specified in the Contract Documents, or required by law, which- ever is greater. 11.1.3 The insurance required by Subparagraph 11.1.1 shall include contractual liability insurance applicable to the Contractor's obligations under Paragraph 4.18. 11.1.4 Certificates of Insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These Certificates shall contain a provision that coverages afforded under the policies will not be can- celled until at least thirty days' prior written notice has been given to the Owner. 11.2 OWNER'S LIABILITY INSURANCE 11.2.1 The Owner shall be responsible for purchasing and maintaining his own liability insurance and, at his option, may purchase and maintain such insurance as will protect him against claims which may arise from operations under the Contract. 11.3 PROPERTY INSURANCE 11.3.1 Unless otherwise provided, the Owner shall pur- chase and maintain property insurance upon the entire Work at the site to the full insurable value thereof. This insurance shall include the interests of the Owner, the Contractor, Subcontractors and Sub - subcontractors in the Work and shall insure against the perils of fire and ex- tended coverage and shall include "all risk" insurance for physical loss or damage including, without duplication of coverage, theft, vandalism and malicious mischief. If the Owner does not intend to purchase such insurance for the full insurable value of the entire Work, he shall in- form the Contractor in writing prior to commencement of the Work. The Contractor may then effect insurance which will protect the interests of himself, his Subcontrac- tors and the Sub - subcontractors in the Work, and by ap- propriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by failure of the Owner to purchase or maintain such insurance and to so notify the Contractor, then the Owner shall bear all reasonable costs properly attributable thereto. If not cov- ered under the all risk insurance or otherwise provided in the Contract Documents, the Contractor shall effect and maintain similar property insurance on portions of the Work stored off the site or in transit when such por- tions of the Work are to be included in an Application for Payment under Subparagraph 9.3.2. 11.3.2 The Owner shall purchase and maintain such boiler and machinery insurance as may be required by the Con- tract Documents or by law. This insurance shall include the interests of the Owner, the Contractor, Subcontrac- tors and Sub - subcontractors in the Work. 11.3.3 Any loss insured under Subparagraph 11.3.1 is to be adjusted with the Owner and made payable to the Owner as trustee for the insureds, as their interests may appear, subject to the requirements of any applicable mortgagee clause and of Subparagraph 11.3.8. The Con- tractor shall pay each Subcontractor a just share of any insurance moneys received by the Contractor, and by ap- propriate agreement, written where legally required for validity, shall require each Subcontractor to make pay- ments to his Sub - subcontractors in similar manner. 11.3.4 The Owner shall file a copy of all policies with the Contractor before an exposure to loss may occur. 11.3.5 If the Contractor requests in writing that insurance for risks other than those described in Subparagraphs 11.3.1 and 11.3.2 or other special hazards be included in the property insurance policy, the Owner shall, if pos- sible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • THIRTEENTH EDITION • AUGUST 1976 16 A201 -1976 AIA® • © 1976 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 after written notice of Owner's proposed adjustment or settlement, 11.3.6 The Owner and Contractor waive all rights against (1) each other and the Subcontractors, Sub - subcontractors, agents and employees each of the other, and (2) the Architect and separate contractors, if any, and their sub- contractors, sub - subcontractors, agents and employees, for damages caused by fire or other perils to the extent covered by insurance obtained pursuant to this Paragraph 11.3 or any other property insurance applicable to the Work, except such rights as they may have to the pro- ceeds of such insurance held by the Owner as trustee. The foregoing waiver afforded the Architect, his agents and employees shall not extend to the liability imposed by Subparagraph 4.18.3. The Owner or the Contractor, as appropriate, shall require of the Architect, separate con- tractors, Subcontractors and Sub - subcontractors by ap- propriate agreements, written where legally required for validity, similar waivers each in favor of all other parties enumerated in this Subparagraph 11.3.6. 11.3.7 If required in writing by any party in interest, the Owner as trustee shall, upon the occurrence of an insured loss, give bond for the proper performance of his duties. He shall deposit in a separate account any money so re- ceived, and he shall distribute it in accordance with such >ee agreement as the parties in interest may reach, or in ac- ;16.7 , cordance with an award by arbitration in which case the )f the procedure shall be as provided in Paragraph 7.9. If after )weer- such loss no other special agreement is made, replace- ment of damaged work shall be covered by an appropri- ate Change Order. act 11.3.8 The Owner as trustee shall have power to adjust and settle any loss with the insurers unless one of the parties in interest shall object in writing within five days "* iee r, and if such objection be made, arbitrators shall be ;16.7 �n as provided in Paragraph 7.9. The Owner as trustee If the shall, in that case, make settlement with the insurers in accordance with the directions of such arbitrators. If dis- Iwner- tribution of the insurance proceeds by arbitration is re- ;oTit . quired, the arbitrators will direct such distribution. ;ontract 11.3.9 If the Owner finds it necessary to occupy or use a portion or portions of the Work prior to Substantial Com- pletion thereof, such occupancy or use shall not com- mence prior to a time mutually agreed to by the Owner and Contractor and to which the insurance company or companies providing the property insurance have con- sented by endorsement to the policy or policies. This in- surance shall not be cancelled or lapsed on account of such partial occupancy or use. Consent of the Contractor and of the insurance company or companies to such occupancy or use shall not be unreasonably withheld. 11.4 LOSS OF USE INSURANCE 11.4.1 The Owner, at his option, may purchase and main- tain such insurance as will insure him against loss of use of his property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of his property, including con- sequential losses due to fire or other hazards however caused, to the extent covered by insurance under this Paragraph 11.4. ARTICLE 12 CHANGES IN THE WORK 12.1 CHANGE ORDERS 12.1.1 A Change Order is a written order to the Contrac- tor signed by the Owner and the Architect, issued after execution of the Contract, authorizing a change in the Work or an adjustment in the Contract Sum or the Con- tract Time. The Contract Sum and the Contract Time may be changed only by Change Order. A Change Order signed by the Contractor indicates his agreement there- with, including the adjustment in the Contract Sum or the Contract Time. 12.1.2 The Owner, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions of the Contract Docu- ments. 12.1.3 The cost or credit to the Owner resulting from a change in the Work shall be determined in one or more of the following ways: .1 by mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 by unit prices stated in the Contract Documents or subsequently agreed upon; .3 by cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 by the method provided in Subparagraph 12.1.4. 12.1.4 If none of the methods set forth in Clauses 12.1.3.1, 12.1.3.2 or 12.1.3.3 is agreed upon, the Contrac- tor, provided he receives a written order signed by the Owner, shall promptly proceed with the Work involved. The cost of such Work shall then be determined by the Architect on the basis of the reasonable expenditures and savings of those performing the Work attributable to the change, including, in the case of an increase in the Con- tract Sum, a reasonable allowance for overhead and profit. In such case, and also under Clauses 12.1.3.3 and 12.1.3.4 above, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized account- ing together with appropriate supporting data for inclu- sion in a Change Order. Unless otherwise provided in the Contract Documents, cost shall be limited to the fol- lowing: cost of materials, including sales tax and cost of delivery; cost of labor, including social security, old age and unemployment insurance, and fringe benefits re- quired by agreement or custom; workers' or workmen's compensation insurance; bond premiums; rental value of equipment and machinery; and the additional costs of supervision and field office personnel directly attributable to the change. Pending final determination of cost to the Owner, payments on account shall be made on the Archi- tect's Certificate for Payment. The amount of credit to be allowed by the Contractor to the*Owner for any deletion AIA DOCUMENT A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • THIRTEENTH EDITION • AUGUST 1976 AIA® . p 1976 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 A201 -1976 17 or change which results in a net decrease in the Contract Sum will be the amount of the actual net cost as con- firmed by the Architect. When both additions and credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase, if any, with respect to that change. 12.1.5 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if the quantities orig- inally contemplated are so changed in a proposed Change Order that application of the agreed unit prices to the quantities of Work proposed will cause substantial in- equity to the Owner or the Contractor, the applicable unit prices shall be equitably adjusted. 12,2 CONCEALED CONDITIONS 12.2.1 Should concealed conditions encountered in the performance of the Work below the surface of the ground or should concealed or unknown conditions in an existing structure be at variance with the conditions indicated by the Contract Documents, or should unknown physical conditions below the surface of the ground or should concealed or unknown conditions in an existing structure of an unusual nature, differing materially from those ordi- narily encountered and generally recognized as inherent in work of the character provided for in this Contract, be encountered, the Contract Sum shall be equitably ad- justed by Change Order upon claim by either party made within twenty days after the first observance of the conditions. 12.3 CLAIMS FOR ADDITIONAL COST 12.3.1 If the Contractor wishes to make a claim for an increase in the Contract Sum, he shall give the Architect written notice thereof within twenty days after the occur- rence of the event giving rise to such claim. This notice shall be given by the Contractor before proceeding to execute the Work, except in an emergency endangering life or property in which case the Contractor shall pro- ceed in accordance with Paragraph 10.3. No such claim shall be valid unless so made. If the Owner and the Con- tractor cannot agree on the amount of the adjustment in the Contract Sum, it shall be determined by the Architect. Any change in the Contract Sum resulting from such claim shall be authorized by Change Order. 12.3.2 If the Contractor claims that additional cost is in- volved because of, but not limited to, (1) any written interpretation pursuant to Subparagraph 2.2.8, (2) any order by the Owner to stop the Work pursuant to Para- graph 3.3 where the Contractor was not at fault, (3) any written order for a minor change in the Work issued pur- suant to Paragraph 12.4, or (4) - failure of payment by the Owner pursuant to Paragraph 9.7, the Contractor shall make such claim as provided in Subparagraph 12.3.1. 12.4 MINOR CHANGES IN THE WORK 12.4.1 The Architect will have authority to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Docu- ments. Such changes shall be effected by written order, and shall be binding on the Owner and the Contractor. The Contractor shall carry out such written orders promptly. ARTICLE 13 UNCOVERING AND CORRECTION OF WORK 13,1 UNCOVERING OF WORK 13.1.1 If any portion of the Work should be covered con- trary to the request of the Architect or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Architect, be uncovered for his observation and shall be replaced at the Contractor's expense. 13.1.2 If any other portion of the Work has been covered which the Architect has not specifically requested to ob- serve prior to being covered, the Architect may request to see such Work and it shall be uncovered by the Con- tractor. If such Work be found in accordance with the Contract Documents, the cost of uncovering and replace- ment shall, by appropriate Change Order, be charged to the Owner. If such Work be found not in accordance with the Contract Documents, the Contractor shall pay such costs unless it be found that this condition was caused by the Owner or a separate contractor as provided in Article 6, in which event the Owner shall be responsible for the payment of such costs. 13.2 CORRECTION OF WORK 13.2.1 The Contractor shall promptly correct all Work rejected by the Architect as defective or as failing to con- form to the Contract Documents whether observed be- fore or after Substantial Completion and whether or not fabricated, installed or completed. The Contractor shall bear all costs of correcting such rejected Work, including compensation for the Architect's additional services made necessary thereby. 13.2.2 If, within one year after the Date of Substantial Completion of the Work or designated portion thereof or within one year after acceptance by the Owner of desig- nated equipment or \vithin such longer period of time as may be prescribed by law or by the terms of any appli- cable special warranty required by the Contract Docu- ments, any of the Work is found to be defective or not in accordance with the Contract Documents, the Contractor shall correct it promptly after receipt of a written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condi- tion. This obligation shall survive termination of the Contract. The Owner shall give such notice promptly after discovery of the condition. I 13.2.3 The Contractor shall remove from the site all por- tions of the Work which are defective or non - conforming and which have not been corrected under Subparagraphs 4.5.1, 13.2.1 and 13.2.2, unless removal is waived by the Owner. 13.2.4 If the Contractor fails to correct defective or non- conforming Work as provided in Subparagraphs 4.5.1, 13.2.1 and 13.2.2, the Owner may correct it in accordance with Paragraph 3.4. ALA DOCUMENT A201 - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION - THIRTEENTH EDITION - AUGUST 1976 18 A201 -1976 AIAe - © 1976 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 t 13.2.5 If the Contractor does not proceed with the cor- rection of such defective or non - conforming Work within a reasonable time fixed by written notice from the Archi- tect, the Owner may remove it and may store the mate- rials or equipment at the expense of the Contractor. If the Contractor does not pay the cost of such removal and storage within ten days thereafter, the Owner may upon ten additional days' written notice sell such Work at auction or at private sale and shall account for the net proceeds thereof, after deducting all the costs that should have been borne by the Contractor, including compensa- tion for the Architect's additional services made necessary thereby. If such proceeds of sale do not cover all costs which the Contractor should have borne, the difference shall be charged to the Contractor and an appropriate Change Order shall be issued. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the Owner. 13.2.6 The Contractor shall bear the cost of making good all work of the Owner or separate contractors destroyed or damaged by such correction or removal. 13.2.7 Nothing contained in this Paragraph 13.2 shall be construed to establish a period of limitation with respect to any other obligation which the Contractor might have under the Contract Documents, including Paragraph 4.5 hereof. The establishment of the time period of one year after the Date of Substantial Completion or such longer period of time as may be prescribed by law or by the terms of any warranty required by the Contract Docu- ments relates only to the specific obligation of the Con- tractor to correct the Work, and has no relationship to the time within which his obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be com- menced to establish the Contractor's liability with respect to his obligations other than specifically to correct the Work. 13.3 ACCEPTANCE OF DEFECTIVE OR NON - CONFORMING WORK 13.3.1 If the Owner prefers to accept defective or non- conforming Work, he may do so instead of requiring its removal and correction, in which case a' Change Order will be issued to reflect a reduction in the Contract Sum where appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 14 TERMINATION OF THE CONTRACT 14.1 TERMINATION BY THE CONTRACTOR 14.1.1 If the Work is stopped for a period of thirty days under an order of any court or other public authority re .` having jurisdiction, or as a result of an act of government, such as a declaration of a national emergency making materials unavailable, through no act or fault of the Contractor or a Subcontractor or their agents or employ- ees or any other persons performing any of the Work under a contract with the Contractor, or if the Work should be stopped for a period of thirty days by the Contractor because the Architect has not issued a Certifi- cate for Payment as provided in Paragraph 9.7 or because the Owner has not made payment thereon as provided in Paragraph 9.7, then the Contractor may, upon seven addi- tional days' written notice to the Owner and the Archi- tect, terminate the Contract and recover from the Owner payment for all Work executed and for any proven loss sustained upon any materials, equipment, tools, construc- tion equipment and machinery, including reasonable profit and damages. 14.2 TERMINATION BY THE OWNER 14.2.1 If the Contractor is adjudged a bankrupt, or if he makes a general assignment for the benefit of his credi- tors, or if a receiver is appointed on account of his in- solvency, or if he persistently or repeatedly refuses or fails, except in cases for which extension of time is pro- vided, to supply enough properly skilled workmen or proper materials, or if he fails to make prompt payment to Subcontractors or for materials or labor, or persistently disregards laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, or otherwise is guilty of a substantial violation of a provision of the Contract Documents, then the Owner, upon certification by the Architect that sufficient cause exists to justify such action, may, without prejudice to any right or remedy and after giving the Contractor and his surety, if any, seven days' written notice, terminate the employment of the Contractor and take possession of the site and of all mate- rials, equipment, tools, construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever method he may deem expedient. In such case the Contractor shall not be en- titled to receive any further payment until the Work is finished. 14.2.2 If the unpaid balance of the Contract Sum exceeds the costs of finishing the Work, including compensation for the Architect's additional services made necessary thereby, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or to the Owner, as the case may be, shall be certified by the Architect, upon application, in the manner provided in Paragraph 9.4, and this obliga- tion for payment shall survive the termination of the Contract. AIA uvU1MtN1 A201 • GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION • THIRTEENTH EDITION • AUGUST 1976 AIA�A • 19.6 • TFIE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 A201 -1976 19