Document Moscow_doc_38bf8e0ef4

I nit ·AlA Document A10f"- 2007 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum AGREEMENT made as of the _ _ _ year two thousand twelve. BETWEEN the Owner: City of Moscow 206 E. Third Street Moscow, Idaho 83843 and the Contractor: Ginno Construction 3893 N. Schreiber Way Coeur d'Alene, ID 83815 for the following Project: Moscow Intennodal Transit Center Moscow, Idaho The Architect: Design West Architects 254 E. Main Street Pullman, WA 99163 The Owner and Contractor agree as follows. dayof 1\rl.. in the ADDITIONS AND DELETIONS: The author of this document has added information needed for its compleUon. The author may also have revised the text of the original AlA standard form. An Additions and Deletions Report that notes added Information as well as revisions to the slandard form text Is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where lhe author has added to or deleted from the original AlA lext. This document has important legal consequences. Consultation with an attorney is encouraged with respect to Its completion or modification. AlA Document A201...,-2007, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. AlA Document A101 no - 2007. Copyright= 1915, 1918, 1925, 1937, 1951, 1 958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The Amelican Institute of Architeclll. All WARNING: This AlA'• Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 reproduction ordialrlbuUon of this AIA6 Document. or any portion of 11, may result in severe civil and criminal penalties, and will be prosecuted to the ma11imum alltant po111lbla under the law. This document was produced by AlA software al 09:44:24 on 04/19/2012 under Ordet' No.4472115154_1 which ellpires on 01/2212013, and is nol for resale. U•ar Notae: ([PHONE REDACTED]) 2012.. Ll 0 ---PAGE BREAK--- I nit. TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS 10 INSURANCE AND BONDS ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration ofthe Contract Documents, other than a Modification, appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. ARnCLE 3 DATE OF COMMENCEMENT AND SUBSTANnAL COMPLETION § 3.1 The date of commencement of the Work shall be the date to be fixed in a notice to proceed issued by the Owner. (Paragraphs deleted) § 3.2 The Contract Time shall be measured in calendar days from the date of commencement. § 3.3 The Contractor shall achieve Substantial Completion of the entire Work not later than one hundred fifty ( 150 ) days from the date of commencement, (Paragraphs deleted) subject to liquidated damages and adjustments of this Contract Time as provided in the Contract Documents. {Paragraphs deleted) ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum shall be one million, seven hundred nineteen thousand. eight hundred dollars 1, 719,800 subject to additions and deductions as provided in the Contract Documents. § 4.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: Alternate No. 2: Alternate Low Slope Roofing System Alternate No. 5: Lockers & Locker Benches, and Card Access Door Hardware $82,000 $27,800 AlA Document A101"'- 2007. Copyright C 1915, 1918, 1925, 1937. 1951, 1958. 1961, 1963, 1967, 1974, 1977, 1987, 1991. 1997 and 2007 by The American lnstitulll of An:hitects. All rights naerved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorӕed 2 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software al 09;44:24 on 04/19/2012 under Order No.4472115154_1 which expires on 01122/2013 , and is nol for resale. User Notea: ([PHONE REDACTED]) ---PAGE BREAK--- In ft. (Table deleted) (Paragraphs deleted) (Table deleted) (Paragraphs deleted) ARTICLE 5 PAYMENTS § 5.1 PROGRESS PAYMENTS § 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. § 5.1.3 Provided that an Application for Payment is received by the Architect not latà than the 30th day of a month, the Owner shall make payment of the certified amount to the Contractor not later than the 30th day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than thirty (30) calendar days after the Architect receives the Application for Payment. § 5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 5.1.5 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the Contract Sum properly allocable to completed Work as detennined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of five percent ( 5 Pending final detennination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.9 of AlA Document A201TI>L2007, General Conditions of the Contract for Construction; .2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of five percent ( 5% .3 Subtract the aggregate of previous payments made by the Owner; and .4 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AlA Document A201-2007. § 5.1.7 The progress payment amount detennined in accordance with Section 5.1.6 shall be further modified under the following circumstances: .1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contract Sum, Jess such amounts as the Architect shall detennine for incomplete Work, retainage applicable to such work and unsettled claims; and (Section 9.8.5 of AlA Document A201-2007 requires release of applicable retainage upon Substantial Completion of Work with consent of surety, if any.) .2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Section 9.1 0.3 of AlA Document A20 1-2007. § 5.1.8 Reduction or limitation of (Paragraphs deleted) AlA Document A101"'- 2007. Copyright C 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977. 1987, 1991, 1997 and 2007 by The American Institute of Architects. All righl:llnaerved. WARNING: This AlAӖ Document ls protected by U.S. Copyright Law and International Treaties. Unauthorized 3 ntproductlon or dlalrfbullon of this AlA"' Document. or any portion of it, may result in severe civil and criminal penalties. and will be prosecuted to the mall mum extent po lble under the law. This document was produced by AlA software at 09:44:24 on [PHONE REDACTED] under Order No.44721 15154_1 which &JIPires on 01/22/2013, and is nolfor resale. Ueer Notee: ([PHONE REDACTED]) ---PAGE BREAK--- I nit. retainage prior to final completion shall only be allowed by written approval of the Owner and consent of surety for partial rei ease of retainage. § 5.1.9 Except with the Owner's prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 5.1.10 Contractor shall not retain more retainage from a subcontractor or supplier than retained from their portion of the work. § 5.2 FINAL PAYMENT § 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Section 12.2.2 of AlA Document A20 1-2007, and to satisfy other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment has been issued by the Architect. § 5.2.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment. ARTICLE 6 DISPUTE RESOLUTION § 6.11NITIAL DECISION MAKER The Architect will serve as Initial Decision Maker pursuant to Section 15.2 of AlA Document A20 l-2007, unless the parties mutually appoint another individual, not a party to this Agreement, to serve as Initial Decision Maker. (Paragraphs deleted) § 6.2 BINDING DISPliTE RESOLUTION For any Claim subject to, but not resolved by, mediation pursuant to Section 15.3 of AlA Document A201-2007, the method of binding dispute resolution shall be as follows: (Paragraph deleted) [ ] Arbitration pursuant to Section 15.4 of AlA Document A201-2007 [ X ] Litigation in a court of competent jurisdiction [ ] Other (Specify) ARTICLE 7 TERMINATION OR SUSPENSION § 7.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AlA Document A201-2007. § 7.2 The Work may be suspended by the Owner as provided in Article 14 of AlA Document A201-2007. ARTICLE B MISCELLANEOUS PROVISIONS § 8.1 Where reference is made in this Agreement to a provision of AlA Document A201-2007 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 8.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate (Paragraphs deleted) of five percent § 8.3 The Owner's representative: Bill Belknap Community Development Director City of Moscow 206 E. Third Street AlA Document A101 2007. Copyright C 1915, 1918. 1925, 1937, 1951. 1958, 1961, 1963, 1967, 1974, 1977. 1987, 1991, 1997 and 2007 by The Amencan Institute of All reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 4 reproduction or distribution of this AlA" Document, or any portion of it. may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documenl was produced by AlA software at 09:44:2´ on Q.ol/19/2012 under Order NoA47211515µ_1 which expires on [PHONE REDACTED], and is nol for resale. Ueer Notes: ([PHONE REDACTED]) ---PAGE BREAK--- I nil Moscow, ID 83843 § 8.4 The Contractor's representative: !&is Per:ei!:a 12.Ç ȶ $ Ginno Construction 3893 N. Schreiber Way Coeur d'Alene, ID 83815 Tel: 208•6668-56{') ZOS-"É-1-S""S\:c § 8.5 Neither the Owner's nor the Contractor's representative shall be changed without ten days written notice to the other party. (Paragraphs deleted) ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS § 9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated in the sections below. § 9.1.1 The Agreement is this executed AlA Document AIOI-2007, Standard Form of Agreement Between Owner and Contractor. § 9.1.2 The General Conditions are AlA Document A201-2007, General Conditions of the Contract for Construction. § 9.1.3 The Supplementary and other Conditions of the Contract: Document 00 8 1 00 § 9.1.4 The Specifications: (Paragraphs deleted) Section Section 3 Divisions 01 - 33 § 9.1.5 The Drawings: (Paragraphs deleted) Number A1.00 Al.Ol co.s CI.O C2.0 C3.0 C3.1 LI.O A3.31 A3.32 A3.41 A3.60 A4.01 A5.01 Title Supplementary Conditions Title Date 3/3/2012 Technical Specifications Date 3/3/2012 Title Cover Sheet Code Summary Existing Conditions and Demolition Plan Site Plan Composite Utility/Grading and Erosion Control Plan Site Details Utility and Grading and Erosion Control Details Landscape/Irrigation Plan Floor Plan Mezzanine Floor Plan Ceiling Plan Roof Plan Exterior Elevations Building Sections Pages 14 Pages All Date 3/3/2012 3/3/2012 3/3/2012 3/3/2012 3/3/2012 3/3/2012 3/3/201 3/3/2012 3/3/2012 3/3/2012 3/3/2012 3/3/2012 3/3/2012 3/3/2012 AlA Document A1 01"'- 2007. Cop )'light 0 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 197.ot, 1977, 1987, 1991, 1997 and 2007 by The American lnstilule or Architects. All rights ntaerved. WARNING: This AlA·Ӕ Document IS protected by U.S. Copyright Law and International Treaties. Unauthorized 5 reproduction or distribution ofth1s AlA"' Document. or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 09:«:24 on O.ol/19/2012 under Order No. -447211 51 54_1 which expires on 01/2212013, and is not for resale User No1ee: ([PHONE REDACTED]) ---PAGE BREAK--- I nit. A5.11 Wall Sections 3/3/2012 A5.12 Wall Sections 3/3/2012 A6.00 Door and Window Types 3/3/2012 A7.00 Standard Millwork and 3/3/2012 Standard Mounting Heights A7.01 Millwork Details 3/3/2012 A7.10 Interior Elevations 3/3/2012 A7. l l Interior Elevations 3/3/2012 A7.12 Interior Elevations 3/3/2012 A7.13 Interior Elevations 3/3/2012 A7.14 Interior Elevations 3/3/2012 A8.01 Wall Assemblies and 3/3/2012 Details A8.02 Ceiling Assemblies and 3/3/2012 Details A8.11 Door and Window Details 3/3/2012 A8.21 Architectural Details 3/3/2012 A8.31 Architectural Details 3/3/2012 A8.41 Dumpster Enclosure 3/3/2012 S0.01 Structural Notes 3/3/2012 80.02 Structural Schedules 3/3/2012 Sl.OO Helical Pier Plan 3/3/2012 Sl.OI Foundation Plan 3/3/2012 S2.01 Foundation Details 3/3/2012 S3.01 Lower Roof & Mezzanine 3/312012 Framing Plan 53.02 Upper RoofFraming Plan 3/3/2012 S4.01 Framing Details 3/3/2012 S4.02 Framing Details 3/3/2012 MO.l Abbreviations-Mechanica 3/3/2012 I M0.2 Schedules-Mechanical 3/3/2012 M2.0 Floor Plan-HV AC 3/3/2012 M2.1 Floor Plan-HV AC 3/3/2012 MJ.O Sections-HV AC 3/3/2012 M4.0 Details-Mechanical 3/3/2012 PO. I Legends & 3/3/2012 Abbreviations-Plumbing P0.2 Schedules-Plumbing 3/3/2012 P2.0 Foundation Floor 3/3/2012 Plan-Plumbing P2.l Main and Attic Floor 3/3/2012 Plans-Plumbing P2.2 Roof Plan-Plumbing 3/3/2012 P4.0 Details and 3/3/2012 Diagrams-Plumbing P4.1 Details and 3/3/2012 Diagrams-Plumbing EO.l Legends & 3/3/2012 Abbreviation s-Eiectrical E0.2 Schedules-Electrical 3/3/2012 El.O Site Plan-Electrical 3/3/2012 E2.0 Main and Attic Floor 3/3/2012 Plans-Lighting E3.0 Main and Attic Floor 3/312012 AlA Document A101 2007. Copyright C 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 19n, 1987, 1 991, 1997 and 2007 by The American lnstituiB of Archile<:ts. All light. reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 6 reproduction or distribution of this AlAj Document, or any portion of it, may result in severe civil and criminal penalties. and will be prosecuted to the maximum extent possible under the law. This documenl was produced by AlA software al 09:4 4:24 on 04/19/2012 under Order No.4472115154_1 which expires on [PHONE REDACTED], and jg not tor resale. Uaer Notes: ([PHONE REDACTED]) ---PAGE BREAK--- I nit E3.1 E4.0 E5.0 E5.1 § 9.1.6 The Addenda, if any: Number I 2 3 Plans-Electrical Roof Plan-Electrical Main and Attic Floor Plans-Systems Details-Electrical MV One-Line Diagram-Electrical Date March 22, 2012 March 29,2012 March 30, 2012 3/3/2012 3/3/2012 3/3/2012 3/3/2012 Pages 12 26 2 Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 9. § 9.1.7 Additional documents, if any, forming part ofthe Contract Documents: .1 AlA Document E201™-2007, Digital Data Protocol Exhibit, if completed by the parties, or the following: .2 Other documents, if any, listed below: (Paragraph deleted) ARTICLE 10 INSURANCE AND BONDS The Contractor shall purchase and maintain insurance and provide bonds as set forth in Article 11 of AlA Document A201-2007. (Paragraph deleted) (fable deleted) This Agreement entered into as of the day and year first written above.  CONTRACTOR (Signature) AlA Document A101no- 2007. Copyright C 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991 , 1997 and 2007 by The Amencan Institute of Architects. All rights reaerved. WARNING: This AlA"' Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 7 reproduction or distribution of this AJA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 09.44·2Ø on 04119/2012 under Order No .4472115154_1 which exp1res on 01/2212013, and 1s not for resale. User Notee: ([PHONE REDACTED]) ---PAGE BREAK--- I nit I AlA Document A20f"- 2007 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) Moscow Intennodal Transit Center Moscow, Idaho THE OWNER: (Name, legal status and address) City of Moscow Moscow, Idaho THE ARCHITECT: (Name, legal status and address) Design West Architects 254 E. Main Street Pullman, WA 99163 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES ADDITIONS AND DELETIONS: The author of this document has added Information needed for its completion. The author may also have revised the text of the original AlA standard form. An Additions and Deletions Repott that notes added Information as wen as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AlA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to Its completion or modification. AlA Document A201"'- 2007. Copyright C 1911. 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All r1ghta reserved. WARNING: This AIAt Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AJA"' Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software al 08:43:50 on 03/0212012 under Older No.M72115154_1 which exptres on [PHONE REDACTED], and is nolfor resale. User Notes: (844779841) 1 ---PAGE BREAK--- I nit. INDEX (Topics and numbers in bold are section headings.) Acceptance of Nonconforming Work 9.6.6, 9.9.3, 12.3 Acceptance of Work 9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 10 Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 10.2.8, 13.4.2, 13.7, 14.1, 15.2 Addenda 1.1.1, 3.11.1 Additional Costs, Claims for 3.7.4, 3.7.5, 6.1.1, 7.3.7.5, 10.3, 15.1.4 Additional Inspections and Testing 9.4.2, 9.8.3, 12.2.1, 13.S Additional Insured 11.1.4 Additional Time, Claims for 3.2.4, 3.7.4, 3.7.5, 3.10.2, 8.3.2, 15.1.5 Administration of the Contract 3.1.3, 4.2, 9.4, 9.5 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13 Allowances 3.8, 7.3.8 All-risk Insurance 11.3.1' 11.3.1.1 Applications for Payment 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7, 9.10, 11.1.3 Approvals 2.1.1, 2.2.2, 2.4, 3.1.3, 3.1 0.2, 3.12.8, 3.12.9, 3.12.10, 4.2.7, 9.3.2, 13.5.1 Arbitration 8.3.1, 11.3.10, 13.1.1, 15.3.2, 15.4 ARCHITECT 4 Architect, Definition of 4.1.1 Architect, Extent of Authority 2.4.1, 3.12.7, 4.1, 4.2, 5.2, 6.3, 7.1.2, 7.3.7, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4, 15.1.3, 15.2.1 Architect, Limitations of Authority and Responsibility 2.1.1, 3.12.4, 3.12.8, 3.12. 10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2. 10, 4.2.12, 4.2.13, 5.2.1, 7.4, 9.4.2, 9.5.3, 9.6.4, 15.1.3, 15.2 Architect's Additional Services and Expenses 2.4.1, 11.3.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4 Architect's Administration of the Contract 3.1.3, 4.2, 3.7.4, 15.2, 9.4.1, 9.5 Architect's Approvals 2.4.1, 3.1.3, 3.5, 3.10.2, 4.2.7 Architect's Authority to Reject Work 3.5, 4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.1. 7, 1.5 Architect's Decisions 3.7.4, 4.2.6, 4.2.7, 4.2.1 I, 4.2.12, 4.2.13, 4.2.14, 6.3, 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4.1, 9.5, 9.8.4, 9.9.1, 13.5.2, 15.2, 15.3 Architect's Inspections 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.1 0.1, 13.5 Architect's Instructions 3.2.4, 3.3.1, 4.2.6, 4.2. 7, 13.5.2 Architect's Interpretations 4.2.11, 4.2.12 Architect's Project Representative 4.2.10 Architect's Relationship with Contractor 1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4, 3.7.5, 3.9.2, 3.9.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 5.2, 6.2.2, 7, 8.3.1' 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.4.2, 13.5, 15.2 Architect's Relationship with Subcontractors 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3. 7 Architect's Representations 9.4.2, 9.5.1, 9.10.1 Architect's Site Visits 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 Asbestos 10.3.1 Attorneys' Fees 3.18.1' 9. 10.2, 10.3.3 A ward of Separate Contracts 6.1. 1 ' 6. 1.2 Award of Subcontracts and Other Contracts for Portions orthe Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1, 5.2.1' 11.4.1 Binding Dispute Resolution 9.7, 11.3.9, 11.3.10,13.1.1, 15.2.5, 15.2.6.1, 15.3.1, 15 .3.2, 15.4.1 Boiler and Machinery Insurance 11.3.2 Bonds, Lien 7.3.7.4, 9.10.2, 9.10.3 Bonds, Performance, and Payment 7.3.7.4, 9.6.7, 9.10.3, 11.3.9, 11.4 Building Permit 3.7.1 AlA Document A201"'- 2007. Copyright C 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970. 1976, 1987. 1997 end 2007 by The American lnsUtute or Architects. AU r1ghiB reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthori::ed 2 reproduction or distribution of this AlA" Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documenl was produced by AlA software at 08:43:50on 03102/2012 under O!Uer No.-4472115154_1 which expires on 01/22/2013, end is not for resale. Ueer Notn: (844779841) ---PAGE BREAK--- I nit. Capitalization 1.3 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Certificates for Payment 4.2.1, 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.3 Certificates Testing or Approval 13.5.4 Certificates of Insurance 9.1 0.2, 1 1.1.3 Change Orders 1.1.1, 2.4.1, 3.4.2, 3.7.4, 3.8.2.3, 3.1 1.1' 3.12.8, 4.2.8, 5.2.3, 7. 1.2, 7.1.3, 7.2, 7.3.2, 7.3.6, 7.3.9, 7.3.10, 8.3.1, 9.3. 1. 1, 9. 10.3, 10.3.2, 11.3.1.2, 1 1.3.4, 11.3.9, 12.1.2, 15.1.3 Change Orders, Definition of 7.2.1 CHANGES IN THE WORK 2.2.1, 3.11, 4.2.8, 7, 7.2.1, 7.3.1' 7.4, 8.3.1' 9.3.1.1, 11.3.9 Claims, Definition of 15.1.1 CLAIMS AND DISPUTES 3.2.4, 6.1.1, 6.3, 7.3.9, 9.3.3, 9.10.4, I 0.3.3, 15, 15.4 Claims and Timely Assertion of Claims 15.4.1 Claims for Additional Cost 3.2.4, 3.7.4, 6.1.1, 7.3.9, 10.3.2, 15.1.4 Claims for Additional Time 3.2.4, 3.7.46.1.1, 8.3.2, 10.3.2, 15.1.5 Concealed or Unknown Conditions, Claims for 3.7.4 Claims for Damages 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, II. I. I, 11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 Claims Subject to Arbitration 15 .3.1, 15.4.1 Cleaning Up 3.15, 6.3 Commencement of the Work, Conditions Relating to 2.2.1, 3.2.2, 3.4.1, 3.7.1, 3.10.1, 3. 12.6, 5.2.1, 5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3. 1' 11.1, 11.3.1' 11.3.6, 11.4.1, 15.1.4 Commencement orthe Work, Definition of 8.1.2 Communications Facilitating Contract Administration 3.9.1, 4.2.4 Completion, Conditions Relating to 3.4.1, 3. 1 1, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1' 9.10, 12.2, 13.7, 14.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2.9, 8.1.1, 8. 1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9. 10.3, 12.2, 13.7 Compliance with Laws 1.6.1, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 10.2.2, 11.1, 11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Contract 1.1.1, 6.1.1' 6.1.4 Consent, Written 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5, 9.9.1, 9.10.2, 9. 10.3, 1 1.3.1, 13.2, 13.4.2, 15.4.4.2 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1.1.1, 3.4.2, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3, 9.3. 1.1 Construction Schedules, Contractor's 3. 10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Contingent Assignment of Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 15.1.3 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4. 1.1, 1 1.3.9, 14 Contract Administration 3.1.3, 4, 9.4, 9.5 Contract Award and Execution, Conditions Relating to 3.7. 1' 3.1 0, 5.2, 6.1, 11. 1.3, 11.3.6, 11.4.1 Contract Documents, Copies Furnished and Use of 1.5.2, 2.2.5, 5.3 Contract Documents, Definition of 1.1.1 Contract Sum 3.7.4, 3.8, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 1 1.3.1, 14.2.4, 14.3.2, 15.1.4, 15.2.5 Contract Sum, Definition of 9.1 Contract Time 3.7.4, 3.7.5, 3.10.2, 5.2.3, 7.2. 1.3, 7.3.1, 7.3.5, 7.4, 8.1.1, 8.2.1, 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 14.3.2, 15.1.5.1, 15.2.5 Contract Time, Definition of 8.1.1 CONTRACTOR 3 Contractor, Definition of 3.1, 6.1.2 AlA Document A201 no- 2007. Copyright= 1911, 1915, 1918, 1925, 1 937, 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The Americen Institute of Architects. All rights džerved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 3 nproductlon or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum e.Unt poulble under the Jaw. This document was produced by AlA software at 08:43:50 on 03/021201 2 under Order No.44 721 15154_1 which BlCpires on 01 12212013, and is not lor resale. Uaer Note a: ([PHONE REDACTED]) ---PAGE BREAK--- lnlt Contractor's Construction Schedules 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Contractor's Employees 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1, 11.3.7, 14.1, 14.2.1.1 Contractor's Liability Insurance 11.1 Contractor's Relationship with Separate Contractors and Owner's Forces 3.12.5, 3.14.2, 4.2.4, 6, 11.3.7, 12.1.2, 12.2.4 Contractor's Relationship with Subcontractors 1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2, 11 .3.1.2, 11.3.7, 11.3.8 Contractor's Relationship with the Architect 1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4, 3.1 0, 3.11, 3.12, 3.16, 3.18, 4.1.3, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.5, 15.1.2, 15.2.1 Contractor's Representations 3.2.1, 3.2.2, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2 Contractor's Responsibility for Those Performing the Work 3.3.2, 3.18, 5.3.1, 6.1.3, 6.2, 9.5.1, 10.2.8 Contractor's Review of Contract Documents 3.2 Contractor's Right to Stop the Work 9.7 Contractor's Right to Terminate the Contract 14.1, 15.1.6 Contractor's Submittals 3.10, 3.11, 3.12.4, 4.2. 7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.4.2 Contractor's Superintendent 3.9. 10.2.6 Contractor's Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.5, 7.3.7, 8.2, 10, 12, 14, 15.1.3 Contractual Liability Insurance 11.1.1.8, 11.2 Coordination and Correlation 1.2, 3.2.1, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1 Copies Furnished of Drawings and Specifications 1.5, 2.2.5, 3.11 Copyrights 1.5, 3.17 Correction ofWork 2.3, 2.4, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.7 Costs 2.4.1, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.7, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6, 11.3, 12. 1.2, 12.2.1' 12.2.4, 13 14 Cutting and Patching 3.14, 6.2.5 Damage to Construction of Owner or Separate Contractors 3.14.2, 6.2.4, 1 0.2.1.2, 1 0.2.5, 1 0.4, 11.1.1' 11.3, 12.2.4 Damage to the Work 3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.4.1, 11.3.1, 12.2.4 Damages, Claims for 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 Damages for Delay 6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2 Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 15.2, 6.3, 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4, 15.1, 15.2 Decisions to Withhold Certification 9.4.1, 9.5, 9.7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.3.1, 2.4.1, 3.5, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Definitions 1.1, 2.l . l , 3.1.1, 3.5, 3.12.1' 3.12.2, 3.12.3, 4.1.1, 15.1.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1 Delays and Extensions of Time 3.2, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 Disputes 6.3, 7.3.9, 15.1, 15.2 Documents and Samples at the Site 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Use and Ownership of 3.11 Effective Date of Insurance 8.2.2, 11.1.2 Emergencies 1 0.4, 14.1.1.2, 15.1.4 Employees, Contractor's 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3.3, 11.1.1, 11.3.7, 14.1, 14.2.1.1 Equipment, Labor, Materials or 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13.1, 3.15.1' 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 AJA Doeument A201"'- 2007. CopyrightC> 1911, 1915, 1918, 1925, 1 937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Atchitecbl. All WARNING: This AlA® Document is protected by U.S. Copy right Law and International Treaties. Unauthorized 4 raproductlon or dlatrtbutlon of this AlA" Document. or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the mulmum elrtent poaalble under the law. This document was produced by AlA software at 08:4 3:50 on 03/02/2012 under Order No.4472115154_1 which eJCpires on 01122/2013, and is not for resale. UaerNot : (844779841) ---PAGE BREAK--- lnlt. Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3.1, 3.4.1, 3.5, 3.7.1, 3.1 0.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.5, 8.2, 9.5.1, 9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3.1, 15.1.3 Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4, 9.5.1, 9.7, 10.3.2, 10.4.1' 14.3, 15.1.5, 15.2.5 Failure of Payment 9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.9,9.8.2, 9.10, 11.1.2, 11.1.3, 11.3.1, 11.3.5, 12.3.1, 14.2.4, 14.4.3 Financial Arrangements, Owner's 2.2.1' 13.2.2, 14.1.1.4 Fire and Extended Coverage btsurance 11.3.1.1 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials 10.2.4, 10.3 Identi-fication of Subcontractors and Suppliers 5.2.1 Indemnification 3.17,3.18, 9.10.2,10.3.3, 10.3.5, 10.3.6, 11.3.1.2, 11.3.7 Information and Services Required of the Owner 2.1.2, 2.2, 3.2.2, 3.12.4, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4, 15.1.3 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 btitial Decision Maker, Decisions 14.2.2, 14.2.4, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Initial Decision Maker, Extent of Authority 14.2.2, 14.2.4, 15.1.3, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Injury or Damage to Person or Property 10.2.8, 1 0.4.1 Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.5 Instructions to Bidders 1.1.1 Instructions to the Contractor 3.2.4, 3.3.1, 3.8.1, 5.2.1, 7, 8.2.2, 12, 13.5.2 Instruments of Service, Definition of 1.1.7 Insurance 3.18.1, 6.1.1, 7.3.7, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 11 Insurance, Boiler and Machinery 11.3.2 Insurance, Contractor's Liability 11.1 Insurance, Effective Date of 8 .2.2, 11.1.2 Insurance, Loss ofUse 11.3.3 Insurance, Owner's Liability 11.2 Insurance, Property I 0.2.5, 11.3 Insurance, Stored Materials 9.3.2 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1 Intent of the Contract Documents 1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4 Interest 13.6 Interpretation 1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15.1.1 Interpretations, Written 4.2.11, 4.2.12, 15.1.4 Judgment on Final Award 15.4.2 Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13.1, 4.l.l, 9.6.4, 9.9.1, 10.2.2, 11.1.1, 11.3, 13.1.1, 13.4, 13.5.1, 13.5.2, 13.6.1, 14, 15.2.8, 15.4 Liens 2.1.2, 9.3.3, 9.10.2, 9.10.4, 15.2.8 Limitations, Statutes of 12.2.5, 13.7, 15.4.1.1 Limitations ofLiability 2.3.1, 3.2.2, 3.5, 3.12.10, 3.17, 3.18.1, 4.2.6, 4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 1 0.2.5, 10.3.3, 11.1.2, 11.2, 11.3.7, 12.2.5, 13.4.2 Limitations ofTime 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 5.2, 5.3.1, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1' 9.5, 9.6, 9. 7, 9.8, 9. 9, 9.1 0, 11.1.3, 11.3.1.5, 11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15 Loss of Use Insurance 11.3.3 Material Suppliers 1.5, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5 Materials, Hazardous 10.2.4, 10.3 AlA Document A201,..- 2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1981, 1983, 1966, 1970. 1976, 1987, 1997 and 2007 by The American Institute of Art:hitects. All reserved. WARNING; This AJA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized raproduction or dlatrlbutlon of this AlA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extant ponlble under the law. This document was produced by AlA software al 08:43:50 on 03102/2012 under Order No.4472115154_1 which B)(Jlll'es on [PHONE REDACTED], and I& nol for resale. User Notes: (844779841) 5 ---PAGE BREAK--- I nil Materials, Labor, Equipment and I . 1.3, I . 1.6, 1.5.1, 3.4.1, 3.5, 3.8.2, 3.8.3, 3.12, 3.13.1, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2 Mechanic's Lien 2.1.2, 15.2.8 Mediation 8.3.1, 10.3.5, 10.3.6, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4.1 Minor Changes in the Work 1.1.1' 3.12.8, 4.2.8, 7 7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Contract l . l . l, 1.1.2, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1' 9.7, l 0.3.2, 11.3.1 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.6.6, 9.9.3, 12.3 Nonconforming Work, Rejection and Correction of 2.3.1, 2.4.1, 3.5, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Notice 2.2.1, 2.3.1, 2.4.1, 3.2.4, 3.3.1, 3.7.2, 3.12.9, 5.2.1, 9.7, 9.10, 10.2.2, 11.1.3, 12.2.2.1, 13.3, 13.5.1, 13.5.2, 14.1, 14.2, 15.2.8, 15.4.1 Notice, Written 2.3.1, 2.4.1, 3.3.1, 3.9.2, 3.12.9, 3.12.1 0, 5.2.1, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.3.6, 12.2.2.1, 13.3, 14, 15.2.8, 15.4.1 Notice of Claims 3.7.4, 10.2.8, 15.1.2, 15.4 Notice of Testing and Inspections 13.5.1, 13.5.2 Observations, Contractor's 3.2, 3.7.4 Occupancy 2.2.2, 9.6.6, 9.8, 11.3.1.5 Orders, Written 1.1.1, 2.3, 3.9.2, 7, 8.2.2, 11.3.9, 12.1, 12.2.2.1, 13.5.2, 14.3.1 OWNER 2 Owner, Definition of 2.1.1 Owner, Information and Services Required of the 2.1.2, 2.2, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.3, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4, 15.1.3 Owner's Authority 1.5, 2.1.1, 2.3.1, 2.4.1, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4. 1.2, 4.1.3, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1' 6.1' 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.3, 11.3.10, 12.2.2, 12.3.1' 13.2.2, 14.3, 14.4, 15.2. 7 Owner's Financial Capability 2.2.1' 13.2.2, 14.1.1.4 Owner's Liability Insurance 11.2 Owner's Relationship with Subcontractors I. 1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2 Owner's Right to Carry Out the Work 2.4, 14.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction and to Award Separate Contracts 6.1 Owner's Right to Stop the Work 2.3 Owner's Right to Suspend the Work 14.3 Owner's Right to Tenninate the Contract 14.2 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1.1.1, I. 1.6, 1.1. 7, l.S, 2.2.5, 3.2.2, 3.11.1, 3.17, 4.2.12, 5.3.1 Partial Occupancy or Use 9.6.6, 9.9, 11.3.1.5 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 Payment, Applications for 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5, 9.6.3, 9.7, 9.8.5, 9.10.1, 14.2.3, 14.2.4, 14.4.3 Payment, Certificates for 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4 Payment, Failure of 9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Payment, Final 4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 12.3.1, 13.7, 14.2.4, 14.4.3 Payment Bond, Performance Bond aod 7.3.7.4, 9.6.7, 9.10.3, 1 1.4 Payments, Progress 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3 PAYMENTS AND COMPLETION 9 Payments to Subcontractors 5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 14.2.1.2 PCB 10.3.1 AlA Document A201"'- Z007. Copyright C 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1 987, 1997 and 2007 by The American Institute or An:hitects. All rlghiB ntaerved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 6 rupnw.1uetloЮ or d-'•ulbul.ion of this AlA., Document. or any portion of it, may result in severe civil and criminal penalties. and will be prosecuted to the uwudmum nt:Ent •Jneler the law. This document waa produced by AlA software al 08;43:50 on 03/0212012 under Order No.4>472115154_1 which expires on 01/2212013, and is notfOI' resale. Uaer Notet1: (844779841) ---PAGE BREAK--- I nit. Performance Bond and Payment Bond 7.3.7.4, 9.6.7, 9.10.3, 11.4 Permits, Fees, Notices and Compliance with Laws 2.2.2, 3.7, 3.13, 7.3.7.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Biphenyl 1 0.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11, 3.12, 4.2.7 Progress and Completion 4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.3 Progress Payments 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3 Project, Definition of 1.1.4 Project Representatives 4.2.10 Property Insurance 10.2.5, 11.3 PROTECfiON OF PERSONS AND PROPERTY 10 Regulations and Laws 1.5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14, 15.2.8, 15.4 Rejection ofWork 3 4.2.6, 12.2.1 Releases and Waivers of Liens 9.10.2 Representations 3.2.1, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.8.2, 9.10.1 Representatives 2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.2, 4.2.10, 5.1.1, 5.1.2, 13.2.1 Responsibility for Those Performing the Work 3.3.2, 3.18, 4.2.3, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10 Retainage 9.3.1' 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3 Review of Contract Documents and Field Conditions by Contractor 3.2, 3.12.7, 6.1.3 Review of Contractor's Submittals by Owner and Architect 3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12 Rights and Remedies 1.1.2, 2.3, 2.4, 3.5, 3. 7.4, 3.15.2, 4.2.6, 5.3, 5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, 14, 15.4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4.1 Sarety of Persons and Property 10.2, 10.4 Sarety Precautions and Programs 3.3.1, 4.2.2, 4.2. 7, 5.3.1, 10.1, 1 0.2, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule or Values 9.2, 9.3.1 Schedules, Construction 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Separate Contracts and Contractors 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 12.1.2 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, 4.2.7 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2, 9.4.2, 9.10.1, 13.5 Site Visits, Architect's 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 Special Inspections and Testing 4.2.6, 12.2.1, 13.5 Specifications, Definition of 1.1.6 Specifications 1.1.1, 1.1.6, 1.2.2, 1.5, 3.11, 3.12.10, 3.17, 4.2.14 Statute of Limitations 13.7, 15.4.1.1 Stopping the Work 2.3, 9.7, 10.3, 14.1 Stored Materials 6.2.1, 9.3.2, 10.2.1.2, 10.2.4 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS 5 Subcontractors, Work by 1.2.2, 3.3.2, 3.12.1' 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6. 7 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 14.1, 14.2.1 Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.7, 9.2, 9.3, 9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3 Submittal Schedule 3.10.2, 3.12.5, 4.2.7 Subrogation, Waivers of 6.1.1, 11.3.7 AJA Document A201"' - 2007. Copyrighl C 1911. 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute ol Architects. All reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software sl 08:43;50 on 03/02/2012 under Order No.44721 15154_t which eJIPires on 01/22/2013, and is not 101' resale. Ueer Notee: (844779841) 7 ---PAGE BREAK--- I nil Substantial Completion 4.2.9, 8. 1 . 1 , 8. 1 8.2.3, 9.4.2, 9.8, 9.9. 1, 9. 1 0.3, 1 2.2, 13.7 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of Architect 4.1.3 Substitutions of Materials 3.4.2, 3.5, 7.3.8 Sub-subcontractor, Definition of 5.1.2 Subsurface Conditims 3.7.4 Successors and Assigns 13.2 Superintendent 3.9, 1 0.2.6 Supervision and Construction Procedures 1 .2.2, 3.3, 3.4, 3.12. 1 0, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.7, 8.2, 8.3.1 , 9.4.2, 10, 12, 14, 15.1.3 Surety 5.4.1 9.8.5, 9. 10.2, 9.10.3, 1 4.2.2, 15.2.7 Surety, Consent of 9. 1 0.2, 9.10.3 Surveys 2.2.3 Suspension by the Owner for Convenience 14.3 Suspension of the Work 5.4.2, 14.3 Suspension or Termination of the Contract 5.4. 1 . 1, 1 4 Taxes 3.6, 3.8.2.1, 7.3.7.4 Termination by the Contractor 14.1, 15.1.6 Termination by the Owner for Cause 5.4. 1 . 1 , 14.2, 15.1.6 Termination by the Owner for Convenience 14.4 Tennination ofthe Architect 4.1.3 Tennination ofthe Contractor 1 4.2.2 TERM INA TlON OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 1 0.3.2, 1 1 1 . 1 , 12.2.1, 13.5 TIME 8 Time, Delays and Extensions or 3.2.4, 3.7.4, 5.2.3, 7.2. 1, 7.3. 1 , 7.4, 8.3, 9.5.1, 9.7, I 0.3.2, I 0.4. 1, 14.3.2, I 5.1 15.2.5 Time Limits 2. 1 2.2, 2.4, 3.2.2, 3. 1 0, 3. 1 1 , 3.12.5, 3.15.1, 4.2, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9. 1 0, 1 1 . 1 12.2, 13.5, 1 3.7, 14, 15.1.2, 15.4 Time Limits on Claims 3.7.4, 10.2.8, 13.7, 15.1.2 Title to Work 9.3.2, 9.3.3 Transmission of Data in Digital Form 1.6 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 1 0.3 Unit Prices 7.3.3.2, 7.3.4 Use of Documents l . l . l , 1.5, 2.2.5, 3. 12.6, 5.3 Use of Site 3.13, 6. 1 . 1 ' 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.4.2 Waiver of Claims by the Contractor 9. 10.5, 13.4.2, 15.1.6 Waiver of Claims by the Owner 9.9.3, 9.1 0.3, 9.10.4, 12.2.2. 1, 13.4.2, 14.2.4, 15.1.6 Waiver ofConsequential Damages 14.2.4, 15.1.6 Waiver of Liens 9.1 0.2, 9.1 0.4 Waivers of Subrogation 6. 1 . 1 ' 11.3. 7 Warranty 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 1 2.2.2, 13.7 Weather Delays 15.1.5.2 Work, Definition of 1.1.3 Written Consent 1 .5.2, 3.4.2, 3.7.4, 3. 12.8, 3. 14.2, 4.1 9.3.2, 9.8.5, 9.9. 1, 9.1 0.2, 9.10.3, 1 1 1 , 1 3.2, 13.4.2, 15.4.4.2 Written Interpretations 4.2.1 1 , 4.2. 12 Written Notice 2.3, 2.4, 3.3.1, 3.9, 3.1 2.9, 3.12.10, 5.2.1, 8.2.2, 9.7. 9.1 0, I 0.2.2, 10.3, 1 1 . 1 12.2.2, 1 2.2.4, 13.3, 14, 15.4. 1 Written Orders I . l . l , 2.3, 3.9, 7, 8.2.2, 12.1, 1 2.2, 13.5.2, 14.3.1, 15.1.2 AlA Do<:ument A201"'- 2007. Copyright C 1911, 1915, 1918, 1925, 1937, 1951. 1958, 1961, 1963. 1966. 1970, 1976, 1987. 1997 and 2007 by The Amencan Institute of All rights reserved. WARNING: This AlAӓ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 8 reproduction ordletributlon of this AlA"' Document, or any portion of it. may result In severe civil and criminal penalties. and will be prosecuted lo the maximum extent poaelble under the law. This document was produced by AlA software at 08:43.50 on [PHONE REDACTED] under Order No.4472115154_1 which expires on [PHONE REDACTED], and is not for resale. Uaer Notea: (844779841) ---PAGE BREAK--- I nit. ARTICLE 1 GENERAL PROVISIONS § 1.1 BASIC DEFINITIONS § 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is a written amendment to the Contract signed by both parties, a Change Order, a Construction Change Directive or ( 4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor's bid or proposal, or portions of Addenda relating to bidding requirements. § 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind between the Contractor and the Architect or the Architect's consultants, between the Owner and a Subcontractor or a Sub-subcontractor, between the Owner and the Architect or the Architect's consultants or between any persons or entities other than the Owner and the Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. § 1.1.3 THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. § 1.1.4 THE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by separate contractors. §1.1.4.1 The entire project shall be considered as one "portion" unless separate areas or phases are designated for separate completion times or separate areas of completion and occupancy. This definition is used in determining release ofretainage. § 1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions ofthe Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. § 1.1.6 THE SPECIFICATlONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.71NSTRUMENTS OF SERVICE Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.81NITIAL DECISION MAKER The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2 and certify termination of the Agreement under Section 14.2.2. § 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as AlA Document A201"' - 2007. Copyright ICI 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of All rights raaervad. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized g reproduction or distribution of this AlA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software al 08:43:50 on 03102/2012 under Order No.4472115154_1 which expires on 011221201 3 . and is not for resale. User Notes: (8447798-41) ---PAGE BREAK--- I nil binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. § 1.2.1.1 Conflicts in the Construction Documents shall be brought to the attention of the Architect. In such instances, the following is the order of authority of the documents, the first taking highest precedence: Agreement between Owner and Contractor Addenda Supplementary Conditions General Conditions Technical Specifications Written notes, then schedules on the drawings shall be followed in preference to information furnished in the form of lines on drawings Drawings Large scale drawings over small scale drawings In the case of an inconsistency between drawings and specifications or within either document not clarified by addendum, the better quality or greater quantity of work shall be provided in accordance with the Architect's interpretation. § 1.2.2 Organization ofthe Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.2.1 Such organization shall not operate to make the Architect an arbiter to establish subcontract limits between Contractor and Subcontractor. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.2.4 Conditions of the Contract shall be read by all prime contractors and by each subcontractor or sub-subcontractor and shaH be considered a part of each section of the Technical Specifications. Provisions of Contract Documents are binding on the contractors, subcontractor, and sub-subcontractors for all work shown or indicated on the original Contract Documents plus any additional work authorized by change order, interpretation or field orders. § 1.2.5 The Cootractor shall notify the Architect of any condition he finds where, in his judgment, it will be desirable to modify the requirements to produce the best results. If the Contractor fails to make such request, he is deemed to have accepted the specified and/or detailed method of installation as being adequate to produce first class, satisfactory work. Should conflict occur in or between drawings and specifications, the Contractor is deemed to have estimated on the more expensive way of doing the work unless he shall have asked for, and obtained, a written decision seven days before submission of proposal as to which method or materials will be required. Manufacturer's equipment specifications are based on models and/or construction and installation methods prevailing at the date of invitation and/or advertisement to submit bid proposals. Equipment installations requiring modifications due to manufacturer's model and/or construction changes and other variations from the items specified shall be furnished and installed at no additional cost to Owner. § 1.2.6 Requests by the Contractor for written interpretations and/ or detail drawings shall be made to the Architect in a timely manner such as will allow ample time for their preparation and delivery without causing delays in the work. Failure of the Contractor to request needed clarifications and/or his proceeding with affected work prior to receiving same, shall indicate his acceptance of any and all costs and/or delays required on account of necessary corrections. § 1.3 CAP IT AUZA TION Terms capitalized in these General Conditions include those that are specifically defined, the titles of numbered articles or the titles of other documents published by the American Institute of Architects. AlA Document A201"' - 2007. Copyright e 1911, 1915, 1916, 1 925, 1937, 1951, 1958, 19e1, 19e3, 1966. 1970, 1 976, 1 967, 1997 and 2007 by The Amencan Institute ol Architacts. All reserved. WARNING: This AlA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 0 reproduction or distribution of this AlA"' Document, o r any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum elctent possible under the law. Thi& document was produced by AlA software at 08:43;50 on 03102/2012 under Order No.-4-472115154_1 which expires on [PHONE REDACTED], and is not 101' resale. User Notes: (844779841) ---PAGE BREAK--- I nit. § 1.4 INTERPRETATION In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE § 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other reserved rights, including copyrights. The Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or Architect's consultants' reserved rights. § 1.5.2 The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers may not use the Instruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect's consultants. § 1.6 TRANSMISSION OF DATA IN DIGITAL FORM If the parties intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions, unless otherwise already provided in the Agreement or the Contract Documents. ARTICLE 2 OWNER § 2.1 GENERAL § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. § 2.1.1.1 As used herein, Owner means The City of Moscow, and a body politic and corporate and existing under the constitution and laws of the state ofldaho, whose address is Moscow City Hall 206 East Third Street, Moscow, ID 83843, who shall act on behalf of the Owner for legal and financial matters § 2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein. § 2.2 1NFORMATION AND SERVICES REQUIRED OF THE OWNER § 2.2.1 Prior to commencement of the Work, the Contractor may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. Thereafter, the Contractor may only request such evidence if the Owner tails to make payments to the Contractor as the Contract Documents require; a change in the Work materially changes the Contract Sum; or the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 2.2.2 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3. 7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. AlA Document A201TII - 2007. Copyright C 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rtgh!B raserved. WARNING: This AlA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 1 reproduction or distribution ofth1s AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 08:43:50 on 03/0212012 under Order No.4472115154_1 which exp1res on 01/22/2013, and is not lor resale. Ueer Notee: (844779841) ---PAGE BREAK--- I nit. (Paragraph deleted) § 2.2.4 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. § 2.2.5 The Contractor will be furnished free of charge ten (10) copies of Drawings and Project Manuals. Additional sets will be furnished at the cost of reproduction, postage and handling. § 2.2.6 An Owners Project Representative may be assigned to the project by the Owner. The Project Representative's duties, responsibilities and limitations of authority are set forth in accordance with agency guidelines. § 2.3 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work. or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. § 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional services made necessary by such defuult, neglect or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR § 3.1 GENERAL § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract. The term "Contractor" means the Contractor or the Contractor's authorized representative. § 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. § 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. § 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work. as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. It is recognized that the Contractor's AlA Document A201"'- 2007. Copyright C 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Archilecl!l. All r1ghbl reaerved. WARNING: This AlA* Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 12 reproduction o r distribution of this AlA'" Document, o r any portion of it, may result I n severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 08A 3:50 on 03102/2012 under Order No.4472115154_1 which expires on [PHONE REDACTED], and is notfor ntsaie. User Notes: (844779841) ---PAGE BREAK--- In ft. review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall report to the Architect any nonconfonnity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. § 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall make Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconfonnities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any Joss or damage arising solely from those Architect-required means, methods, techniques, sequences or procedures. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.3.4 All grades, levels, bench marks, locations and comers shall be correctly established by the Contractor. § 3.4 LABOR AND MATERIALS § 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2.1 After the Contract has been executed, the Owner and the Architect will consider a fonnal request for the substitution of products in place of those specified only under the following conditions as set forth in the General Requirements (Division 1 of the Specifications) . . I Required product cannot be supplied in time for compliance with Contract time requirements . . 2 Required product is not acceptable to governing authority, or determined to be non-compatible, or cannot be properly coordinated, warranted or insured, or has other recognized disability as certified by Contractor. AlA Document A201111 - 2007. Copyright ID 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All raserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 3 ruproductlon or distribution of this AIA0 Document, or any port1on of it, may result severe civil and criminal penalties, and will be prosecuted to the maximum 811tlnt poselble under the law. This document was produced by AlA software at 08:43;50 on 03102/2012 under Order No.44721151 54_1 which eJCpires on 01/2212013, and is nol for resale. Uaar Notee: (844779841) ---PAGE BREAK--- I nit .3 Substantial advantage is offered Owner after deducting offsetting disadvantages including delays, additional compensation to Architect/Engineer for redesign, investigation, evaluation and other necessary services, and similar considerations. § 3.4.2.2 By making requests for substitutions based on Subparagraph 3.4.3 above, the Contractor: .I represents that the Contractor has personally investigated the proposed substitute product and determined that it is equal or superior in all respects to that specified; .2 represents that the Contractor will provide the same warranty for the substitution that the Contractor would for that specified; .3 certifies that the cost data presented is complete and includes all related costs under this contract, except the Architect's redesign costs, and waives all claims for additional costs related to the substitution which subsequently become apparent; and .4 will coordinate the installation of the accepted substitute, making such changes as may be required for the work to be complete in all respects. § 3.4.2 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 3.12.8 or 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 3.5 WARRANTY The Contractor wanants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.6 TAXES 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. § 3.6.2 The Contractor in consideration of securing the business of erecting or constructing public works in this state, recognizing that the business in which he is engaged is of a transitory character, and that in the pursuit thereof, his property used therein may be without the State when taxes, excises or license fees to which he is liable become payable, agrees: .1 To pay when due all taxes (other than on real property), excises and license fees due to the State, its subdivisions, and municipal and quasi-municipal corporations therein, accrued or accruing during the term of this contract, whether or not the same shall be payable at the end of such term; .2 That if said taxes, excises, and license fees are not payable at the end of said term, but liability for the payment thereof exists even though the same constitute liens upon his property, to secure the same to the satisfaction of the respective officers charged with the collection thereof; and .3 That, in the event ofhis default in the payment of securing of such taxes, excises, and license fees, to AlA Document A201"' - 2007. Copyright C 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American lnstitulll of Architects. All rights reaerved. WARNING: This AlA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 4 reproduction or distribution of this AlA"' Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 08:43:50 on 03/0212012 under Order No.4472115154_1 which ires on [PHONE REDACTED], and is not fOI' resale. Ueer Notn: (844779&4 1) ---PAGE BREAK--- I nit. consent that the department, officer, board, or taxing unit entering into this contract may withhold from any payment due him hereunder the estimated amount of such accrued and accruing taxes, excises, and license fees for the benefit of all taxing units to which said contractor is liable. § 3.6.3 Before entering into a contract, the Contractor shall be authorized to do business in the State and shall submit a properly executed Contractor's Affidavit concerning Taxes. § 3.6.4 Within seven days of receipt offorms from Owner, Contractor shall complete and return to Owner, forms as required by tax collector, showing dates, names, addresses, contracting parties, including all subcontractors, and all other relevant information which may be required. § 3.7 PERMITS, FEES, NOTICES AND COMPLIANCE WITH LAWS § 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit as well as for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. § 3.7.1.1 The Contractor shall pay for all plan review, building, plumbing, mechanical, fire sprinkler and electrical and other permits required by the local authority. § 3.7.1.2 The Contractor shall obtain and pay for all licenses and permits and shall pay all fees and charges for connections to outside services and for the use of municipal or private property for storage of materials, parking, utility services, temporary obstructions, enclosures, opening and patching of streets, etc., offofthe property of the Owner arising from the construction and completion of the work. The contractor shall furnish to the Owner and the Architect no later than the preconstruction conference the permit numbers for electrical, plumbing, and any other required permits that must be obtained through the the local authority for the project. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules · and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.7.4 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or unknown physical conditions of an unusual nature, that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect will investigate such conditions and, if the Architect determines that they differ materially and cause an increase or decrease in the Contractor's cost ot; or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justi tied, the Architect shall notify the Owner and Contractor in writing, stating the reasons. If either party disputes the Architect's determination or recommendation, that party may proceed as provided in Article 15. § 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notifY the Owner and Architect. Upon receipt of such notice, the Owner shall take any action necessary to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. AlA Document A201"'- 2007. Copyright C 1911, 1915, 1918, 1 925, 1 937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American lnstitule ot Architects. All raserved. WARNING: This AlA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 5 reproduction or distribution of this AlA'' Document. or any port1on of it, may result m severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 08:43:50 on [PHONE REDACTED] under Order No.-4<472115154_1 which expires on [PHONE REDACTED]. and is not for resale. Uaer Notes: (844779841) ---PAGE BREAK--- I nil § 3.8 ALLOWANCES § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allow.ances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents, .1 Allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 Whenever costs are more than or Jess than allowances, the Contract Sum shaH be adjusted accordingly by Change Order. The amount of the Change Order shall reflect the difference between actual costs and the allowances under Section 3.8.2.1 and changes in Contractor's costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 3.9 SUPERINTENDENT § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. § 3.9.2 The Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the name and qualifications of a proposed superintendent. The Architect may reply within 14 days to the Contractor in writing stating whether the Owner or the Architect has reasonable objection to the proposed superintendent or that the Architect requires additional time to review. failure of the Architect to reply within the 14 day period shall constitute notice of no reasonable objection. § 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. § 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES § 3.10.1 The Contractor, after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and pmcticable execution of the Work. § 3.10.2 The Contractor shall prepare a submittal schedule, after being awarded the and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Architect's approval. The Architect's approval shall not unreasonably be delayed or withheld. The submittal schedule shall be coordinated with the Contractor's construction schedule, and allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Con bact Swn or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Conbactor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. § 3.11 DOCUMENTS AND SAMPLES AT THE SITE § 3.11.1 The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work as a record ofthe Work as constructed. § 3.11.1.1 Record drawings shall be kept clean, and notations shall be made using clear, concise drafting techniques AlA Document A201,... - 2007. Copyri9hlC 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American lnstitule of Architec1s. All rights naerved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 6 reproduction or distribution of this AlA"' Document, or any portion of it, may result I n severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 08:43:50 on 03102/2012 under Order No.4"72115154_1 which B)(Jlires on 01122/2013, and is not for resale. Uaar Notes: (844779841) ---PAGE BREAK--- I nil acceptable to the Architect. § 3.11.1.2 The Contractor shall also maintain at the site for availability of the Owner and/or Architect, one copy of all inspection reports and other written communications from the Architect and/or subcontractors, other prime contractors, materials suppliers, etc. § 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES § 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sulrsubcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2. 7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. § 3. 12.6 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has ( 1) reviewed and approved them, determined and verified materials, field ±easurements and field construction criteria related thereto, or will do so and checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and ( 1) the Architect has given written approval to the specific deviation as a minor change in the Work, or a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written notice, the Architect's approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. Ifprofessional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the AlA Document A201"'- 2007. Copyright Cl 1911, 1915, 1918, 1 925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Art:hiteciB. All right& reaervec!o WARNING: This AlAQ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 7 reproduction o r distribution of this AIAw Document, o r any portion of it, may result i n severe civil and criminal penalties, and will be prosecuted tc the maximum extent possible under the law. This document was produced by AlA software at 08:43:50 on [PHONE REDACTED] under Order No.4472115154_1 which expires on 01/221201 3, and is not !Of resale. U1er Noles: (B44n9B41) ---PAGE BREAK--- lnlt. Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor all performance and design criteria that such services must satisfY. Pursuant to this Section 3.12.1 0, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Contract Documents. § 3.13 USE OF SITE The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 3.14 CUTTING AND PATCHING § 3.14.1 The Contractor shall be responsible for cutting. fitting or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting. patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. § 3.15 CLEANING UP § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work. the Contractor shall remove waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials from and about the Project. § 3.15.2 lfthe Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Contractor. § 3.16 ACCESS TO WORK The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. § 3.17 ROYALTIES, PATENTS AND COPYRIGHTS The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is furnished to the Architect. § 3.18 1NDEMNIFICATION § 3.18.1 To the fullest extent permitted by law, the Contractor shall indemnify, defend and hold harmless the Owner, Architect, Architect's consultants, and agents and employees ofany of them, from and against claims, damages, losses and expenses, including, but not limited to, attorney's fees arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to AlA Document A201"' - 2007, Copyright C 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1978, 1987, 1997 and 2007 by The American lnstitulll of Architects. All rights rvserv&d. WARNING: This AIA10 Document is protected by U.S. Copyright Law and International Treaties. Unauthoriz&d 18 reproduction o r distribution of this AlA'" Document, o r any portion o f it, may result i n severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 08;ę3;50 on 03/02/2012 under Order No.44721 1515ę_1 which expires on 01/2212013, and Is not for resale. Uaer Note.: (844779&41) ---PAGE BREAK--- I nit. injury to or destruction of tangible property (other than the Work itself) including loss of use resulting therefrom, but only to the extent caused, in whole or in part by negligent acts or omissions of the Contractor, or Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in Paragraph 3.18. § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 3.1 8.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ARCHITECT § 4.1 GENERAL § 4.1.1 The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing architecture in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 4.1.1.1 Throughout the contract documents where the term Architect is used, it shall be interpreted to mean Design West Architects as identified on the cover of the project manual. § 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld. § 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a successor architect as to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. § 4.2 ADMINISTRATION OF THE CONTRACT § 4.2.1 The Architect will provide administration ofthe Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally filmiliar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will not have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Section 3.3 . 1 . § 4.2.3 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor's fililure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions ofthe Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions ofthe Work. § 4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall endeavor to communicate with each other through the Architect about matters arising out of or relating to the Contract. Communications by and with the Architect's consultants shall be AlA Document A201TII - 2007. 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American lnstitut!l of Architects. All rights raaarvad. WARNING: This AlA., Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 19 111productlon or of lll1s AlA'" Document, or any portion of it, may result in severe civil and criminal penalties, and will b e prosecuted to the maximum extent po under the law. Thla document was produced by AlA software at 08:43:50 on 03/02/2012 under Order No.4472115154_1 which e)lpiras on 01/22/2013, and Is noUor resale. Ueer Notee: (8-44779841) ---PAGE BREAK--- I nit through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. § 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 4.2.7 The Architect will review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations 1mder Sections 3.3, 3.5 and 3. 12. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.1 0; and issue a final Certificate for Payment pursuant to Section 9.10. § 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. § 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.12 Interpretations and decisions ofthe Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure fuithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions rendered in good faith. § 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.14 The Architect will review and respond to requests for information about the Contract Documents. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. AlA Document A201"'- 2007. Copyright C 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1983, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All ntaerved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 20 reproduc:tlon o:rdlЭULbl.ut.on ·of this AlA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the t!'IIJtmW'T1 I!'Atl!in t pos&ll:ll!! urrder the law. This documenl was produced by AlA software at 08:43:50 on 03102/2012 under Order No.4472115154_1 which expiȹ on [PHONE REDACTED], and is nol for resale. Ueer Notes: (844779841) ---PAGE BREAK--- I nit. ARTICLE 5 SUBCONTRACTORS § 5.1 DEFINITIONS § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. § 5.1.2 A Sulrsubcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sulrsubcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sulrsubcontractor or an authorized representative of the Suirsubcontractor. § 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK § 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements. the Contractor, as soon as practicable after award of the Contract. shall furnish in writing to the Owner through the Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect may reply within 14 days to the Contractor in writing stating whether the Owner or the Architect has reasonable objection to any such proposed person or entity or that the Architect requires additional time for review. Failure of the Owner or Architect to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.2.1.1 Not later than 7 days after the date of commencement, the Contractor shall furnish in writing to the Owner through the Architect the names of persons or entities proposed as manufacturers for each of the products identified in the General Requirements (Division 1 of the Specifications) and, where applicable, the name of the installing subcontractor. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitution. § 5.3 SUBCONTRACTUAL RELATIONS By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sulrsubcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sulrsubcontractors. AlA Document A201 - 2007. CopyrightiCI 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American lnstituts of Architects. All right!! raaarved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 21 rvproductfon ordlatribution oftllis AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum eJrtent poLJeible under the law. This document was produced by AlA software at OB:"' 3:50 on 03102/2012 under Order No.447211515 _1 which eXpires on [PHONE REDACTED], and is not lor resale. Ueer Notes: (844779841) ---PAGE BREAK--- lnll § 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 5.4.3 Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. Ifthe Owner assigns the subcontract to a successor contractor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 OWNER'S RIGKT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. § 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. § 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights that apply to the Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and Articles I 0, 1 1 and 12. § 6.2 MUTUAL RESPONSIBILITY § 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure ofthe Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. AlA Document A201"'- 2007. Copyright C 1911, 1915, 1918, 1925. 1937, 1951. 1958. 1961, 1963, 1966, 1970. 1976, 1987, 1997 and 2007 by The American Institute of Architects. All ntearved. WARNING: This AlA" Document is protected by U.S. Copyright law and International Treaties. Unauthorized 22 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 08;43:50 on 03/0212012 under Order No.-4472115154_1 which expires on 01/2212013, and is not for resale. UserNotee: (844779841) ---PAGE BREAK--- I nit. § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Contractor's delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a separate contractor's delays, improperly timed activities, damage to the Work or defective construction. § 6.2.4 The Contractor shall remedy damage the Contractor wrongfully causes to completed or partially completed construction or to property ofthe Owner or separate contractors as provided in Section 10.2.5. § 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Architect will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7.1 GENERAL § 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. § 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. § 7.2 CHANGE ORDERS § 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum; and .3 The extent of the adjustment, if any, in the Contract Time. § 7 .2.2 The amount allowed for overhead and profit on any change order is limited to the amounts indicated in subparagraph 7.3.1 1 of these Supplementary Conditions. § 7.2.3 Any Change Order prepared, including but not limited to those arising by reason of the parties' mutual agreement or by mediation, shall constitute a final and full settlement of all matters relating to or affected by the change in the work, including, but not limited to, all direct, indirect and consequential costs associated with such change and any and all adjustments to the Contract Sum and Contract Time. In the event a Change Order increases the Contract Sum, 1he Contractor shall include the work covered by such Change Order in the Application for Payment as if such work were originally part of the Project and Contract Documents. § 7.2.4 By the execution of a Change Order, the Contractor agrees and acknowledges that he has had sufficient time and opportunity to examine the change in work which is the subject of the Change Order and that he has undertaken all reasonable efforts to discover and disclose any concealed or unknown conditions which may to any extent affect the Contractor's ability to perform in accordance with the Change Order. Aside from those matters specifically set forth in the Change Order, the Owner shall not be obligated to make any adjustments to either the Contract Sum or Contract Time by reason of any conditions affecting the change in work addressed by the Change Order, which could have reasonably been discovered or disclosed by the Contractor's examination. AlA Document A201Tll - 2007. Copyright«> 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American lnstilule of An:hitects. All rights raeerved. WARNING: This AlAӐ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 23 reproduction or distribution of this AlA" Document, or any portion of 1t, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software al 08:43:50 on 03102/2012 under Order No.-4472115154_1 which cncpires on 01/22/2013, and is not for resale. Uear Not11: (844779841) ---PAGE BREAK--- I nit. § 7.3 CONSTRUCTION CHANGE DIRECTIVES § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 7.3.1.1 A Construction Change Directive, within limitations, may also be used to incorporate minor changes in the work agreed to by the Architect's representative, the Owner, and the Contractor's Superintendent. The limits of these representatives' authority with regard to Construction Change Directives shall be documented in writing by the Architect, Owner and Contractor. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 7.3. 7. § 7.3.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. § 7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall proceed with the change in the Work involved and advise the Architect in writing within forty-eight hours of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be incorporated into a future Change Order. § 7.3.7 If the Contractor does not respond or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Section 7.3. 1 1 . In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following: .1 Costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance; .2 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and .5 Additional costs of supervision and field office personnel directly attributable to the change. § 7 .3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits AlA Document A2D1"' - 2007. Copyright C 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of All right!! reserved. WARNING: This AlA"' Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 24 reproduction or distribution of this AlA® Document. or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum anent poulble under the law. This document was produced by AlA software al oe·43: 50 on 03102/2012 under Order No.4472115154_1 which expires on 01/22/2013, and is nol for resale. UeerNotes: (844779841) ---PAGE BREAK--- lnlt covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. (Paragraph deleted) § 7.3.10 When the Owner and Contractor agree with a detennination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7.3.11 For purposes of Clause 7.2.2 and Subparagraph 7.3.7 ofthese Supplementary Conditions, the allowance for combined overhead and profit shall be limited as follows, unless otherwise provided in the Contract Documents: .1 for total changes of$10,000 or less in direct cost, the amount allowed for overhead, profit, bonds and insurance for the Contractor and all subcontractors of any tier, combined shall not exceed fifteen percent (15%) of direct costs . . 2 for total changes exceeding $10,000 in direct cost, the amount allowed for overhead, profit, bonds and insurance for the Contractor and all subcontractors of any tier, combined shall not exceed ten percent (I of direct costs . .3 the Contractor will determine the apportionment between the Contractor and its subcontractors of allowable amounts of overhead, profit, bonds and insurance. § 7.3.12 Each request for a Change Order for extra compensation under this paragraph shall be completed and delivered to the Owner and Architect within thirty (30) calendar days after such change or additional work is completed. To the extent the cost of impacts, delay or hindrance to unchanged work are known at the time of performing the Work, such Change Order shall fully compensate the Contractor. Any request or claim for impact costs, delay, or hindrance must be made within five calendar days of the event from which the claim arises and will be processed in accordance with Article 4.3. § 7.3.13 The Contractor shall include equivalent provisions to Subparagraph 7.3.7 in each subcontract and purchase order the Contractor may issue with respect to the Work, and in such instance the cost of the Work to the extent such changed or additional Work has been subcontracted or is being furnished or performed by supplier of materials shall include such monies as may be due the subcontractor or supplier based upon the cost of the Work to such subcontractor or supplier, determined in accordance with the provisions of this Article. § 7.4 MINOR CHANGES IN THE WORK The Architect has authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be effected by written order signed by the Architect and shall be binding on the Owner and Contractor. ARTICLE 8 TIME § 8.1 DEFINITIONS § 8.1.1 Unless otherwise provided, Contract Time is the period oftime, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement ofthe Work is the date established in the Notice to Proceed. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. § 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 PROGRESS AND COMPLETION § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. AlA Document A201111 - 2007. Copyright C 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American of An:hilocts. All rights nteerved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 25 reproduction or distribution of this AlA" Document, or any port1on of it, may result 1n severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 08:43:50 on [PHONE REDACTED] under Order No.4<172115154_1 which eőires on 01122/2013, and is not for resale. Ueer Notn: (84<17798-41) ---PAGE BREAK--- I nit. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article I I to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. The Contractor shall substantially complete the work as defined by subparagraph 9.8.1 within 180 consecutive calendar days after the Notice to Proceed as defined by Subparagraph 8.1 § 8.3 DELAYS AND EXTENSIONS OF TIME § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner; or by changes ordered in the Work; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control; or by delay authorized by the Owner pending mediation ; or by other causes that the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. § 8.3.4 Ifthe Contractor submits a progress report or schedule indicating, or otherwise expressing an intention to achieve completion of the Work prior to any completion date required by the Contract Documents or expiration of the Contract Time, no liability of the Owner to the Contractor for any tailure ofthe Contractor to so complete the Work shall be created or implied. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 CONTRACT SUM The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.2 SCHEDULE OF VALUES Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shaJI submit to the Architect, before the first Application for Payment, a schedule of values allocating the entire Contract Sum to the various portions oftbe Work and prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment § 9.3 APPLICATIONS FOR PAYMENT § 9.3.1 On or before the date of the construction progress meeting, but not less than thirty (30) days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and shaH reflect retainage if provided for in the Contract Documents. (Paragraph deleted) § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.1.3 "The form of Application for Payment shall be provided by Architect. Submit three copies." § 9.3.1.4 Until conditions set forth in Paragraph 9. 10 are met, the Owner will pay ninety-five (95) percent of the amount due the Contractor on account of progress payments. AlA Document A201 no _ 2007. Copyright C 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1 987, 1997 and 2007 by The Amencan Institute of Architec:l:!l. All nJ&arved. WARNING: This AlA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 26 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Thle document was produced by AlA software at 08:43:50 on 03102/2012 under Order No.4472115154_ t which elq)ires on 01122/2013, and is nol for resale. Uaer Notes: (1144779&41) ---PAGE BREAK--- I nit § 9.7 FAILURE OF PAYMENT If the Architect does not issue a Certificate for Payment, through no fuult of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount certified by the Architect or awarded by litigation, then the Contractor may, upon seven additional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Contract Documents. § 9.8 SUBSTANTIAL COMPLETION § 9ï8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's Jist, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment sufficient to increase the total payment to ninety-five (95) percent of the Contract sum less such amounts as the Architect shall determine for all incomplete work and unsettled claims. § 9.9 PARnAL OCCUPANCY OR USE § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Section 1 1 .3 .1.5 and authorized by public authorities havingjurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. § 9.9.2 Inunediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. AlA Document A201 - 2007. CopyrightO 1911, 1915, 1918, 1925, 1937, 1951. 1958. 1961, 1963, 1966, 1970, 1976, 1987, 1997 end 2007 by The American lnstituta of Architecb. All rights rHarved". WARNING: This AlAӑ Document is protected by u.a lllw ud Treаlleoa. Ut.Ϻ utJJ O,U:ed 29 reproduction or distribution of this AIA0 Document, or any portion of it, may result in sevetl cli1JI вtl!d. pl!nalttes, and will' b11 proucun!l:l to the maximum extent possible under the law. This document WIS produced by AlA software at 08:43:50 on 03102/2012 under Order No.4472115154_1 which elCpires on [PHONE REDACTED], and is not for resale. Ueer Notae: (84<4779841) ---PAGE BREAK--- I nit § 9.10 FINAL COMPLETION AND FINAL PAYMENT § 9.10.1 Upon receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis ofthe Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents . The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.1 0.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. § 9.10.1.1 The final retainage shall become due and payable to the Contractor in not more than thirty (30) days after issuance of the final Certificate for Payment by the Architect, provided that the conditions of subparagraph 9.1 0.2 are fully satisfied. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, consent of surety, if any, to final payment and ifrequired by the Owner, other data establishing payment or satisfilction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfuctory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. The following forms shall be used as noted for requirements of subparagraph 9.10.2 and must be submitted prior to or along with the submittal of the Contractor's final request for payment, includingrelmse of any retainage . . 1 For subparagraph 9.10.2 submit a completed Contractor's Affidavit of Debts and Claims (AlA form G706, 1994 ed.) . . 2 For subparagraph 9.10.2 submit a completed Consent of Surety to Final Payment (AlA form G707, 1 994 ed.) . .3 For subparagraph 9.10.2 submit a completed Release of Liens (AlA form G706A 1994 ed.). § 9.10.3 If, after Substantial Completion of the Work, final completion thereofis materially delayed through no filult ofthe Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment ofthe balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 fililure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. AlA Ooc:ument A201 111 - 2007. CopyrighlO 1911. 1915, 1918, 1925. 1937. 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All raserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 30 ,,.11,od,.ЬUOrl or dl•ttiu1JOJI of this AJA"' Document, or any portion of it, may result in severe civil and criminal peMities, and will be prosecuted to the nuximum 11mnl PO!iialble under the law. This document was produced by AlA software at 08:43:50 on 03102/2012 under Order No. 4472115154_1 which Blqlires on 01122/2013. and is nol for resale. Ueer Notn: (844779841) ---PAGE BREAK--- I nit. §9.11 LIQUIDATED DAMAGES §9.11.1 The Owner will suffer financial loss in an amount that is difficult to quantifY if the Project is not Substantially Complete on the date set forth in the Contract Documents. The Contractor (and his Surety) shall be liable for and shall pay to the Owner the sums hereinafter stipulated as fixed, agreed and liquidated damages, and not as a penalty, for each calendar day of delay until the Work is substantially completed: FIVE HUNDRED DOLLARS ($500) PER CALENDAR DAY ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the perfonnance of the Contract. §10.1.2 The Contractor shall maintain, in compliance with Idaho Code, Title 72, Chapter 17, a drug-free workplace program throughout the durntion of this contract and shall only subcontract work to subcontractors who have programs that comply with Idaho Code, Title 72, Chapter 17. § 10.2 SAFETY OF PERSONS AND PROPERTY § 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub-subcontractors; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. § 10.2.2 The Contractor shall comply with and give notices required by applicable Jaws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. § 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifYing owners and users of adjacent sites and utilities. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. §10.2.4.1 When use or storage of explosives or other hazardous material or equipment or unusual method is necessary, the Contractor shall give the Owner reasonable advance written notice. § 10.2.5 The Contractor shall remedy damage and loss (other than damage or Joss insured under property insurance required by the Contract Documents) to property referred to in Sections 1 0.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2. 1.2 and 10.2.1.3, except damage or Joss attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fuult or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. § 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. AlA Document A201"'- 2007. CopyrighlC 1911, 1915, 1918, 1925, 1 937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Alt:hitects. All rig hill naarved. WARNING: This AlA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 31 rvproductlon or distribution ofth1s AlAӒ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum utent pouible undertna law. This dOQ.Imentwas produced by AlA software at 08:43:50 on 03/02/2012 under Order No.4472115154_1 which e)(J)ir!!s on 01/22/2013, and is not for r!!sale. u r Notes: (84<4779841) ---PAGE BREAK--- I nil § 10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others fur whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 HAZARDOUS MATERIALS § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hamrdous materials. In the event the Contractor encounters on the site, material reasonably believed to be hazardous material in any form, including, but not limited to asbestos, biphenyl (PCB), or other toxic substances which have not been rendered harmless, the Contractor shall immediately stop work in the area affected and report the condition to the Owner and Architect in writing. I fin fact the material is asbestos, biphenyl (PCB), or other toxic substances, the work in the affected area shall not be resumed until all the asbestos, biphenyl (PCB), or other toxic substances have been removed or when it has been rendered hannless by written agreement of the Owner and Contractor, and in accordance with final determination by the Architect. § 10.3.2 Upon receipt of the Contractor's written notice if the hazardous materials or substances were not reasonably suscq:>tible of being disclosed as indicated in Supplementary Condition subparagraph 4.3.4 or required to be abated by the Contract Documents,, the Owner shall obtain the services of a licensed laboratory to verifY the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. (Paragraph deleted) § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings to the site . The Owner shall be responsible for materials or substances required by the Contract Documents, except to the extent of the Contractor's fuult or negligence in the use and handling of such materials or substances. § 10.3.5 The Contractor shall indemnifY the Owner for the cost and expense the Owner incurs for remediation of a material or substance the Contractor brings to the site and negligently handles, or where the Contractor fails to perform its obligations under Section I 0.3.1, except to the extent that the cost and expense are due to the Owner's fuult or negligence. (Paragraph deleted) § 10.4 EMERGENCIES In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. ARTICLE 11 INSURANCE AND BONDS § 11.1 CONTRACTOR'S .UABILITY INSURANCE § 11.1.1 The Contractor shall purchase from and maintain, during the life of the Contract and for no less than one year thereafter, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor's operations and completed operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: .1 Claims under workers' compensation, disability benefit and other similar employee benefit acts that are applicable to the Work to be performed, including private entities performing Work at the site and exempt from the coverage on account of number of employees or occupation, which entities shall maintain voluntary compensation coverage at the same limits specified for mandatory coverage for the duration of the Project; .2 Claims for damages because ofbodily injury, occupational sickness or disease, or death of the Contractor's employees or persons or entities excluded by the statute from the requirements of Clause 1 1.1.1.1 but required by the Contract Documents to provide the insurance required by that Clause; .3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; AJA Document A201"'- 2007. Copyright C 1911, 1915, 1918, 1925, 1937, 1951, 1 958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American lnstitulll or Architects. AJI reserved. WARNING: This AlA® Document is protected by u.s. Copyright Law and International Treaties. Unauthorized 32 reproduction or distribution of this AlA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 08:43:50 on 03/02/2012 under Order No.44721 151SÙ_1 whfc:h expires on 01122/2013, and is not lor resale. Ueer Notae: (844779841) ---PAGE BREAK--- I niL .4 Claims for damages insured by usual personal injury liability coverage; .5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; .6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; .7 Claims for bodily injury or property damage arising out of completed operations; and .8 Claims involving contractual liability insurance applicable to the Contractor's obligations under Section 3.18. § 11.1.1.1 The Contractor shall name the State ofldaho, the University ofldaho, the Architect, their consultants, and their officers, agents, and employees as additional insureds on the insurance policies, except on the workers' or workmen's compensation policy. § 11.1.1.2 Liability insurance shall include all major divisions of coverage and be on a comprehensive basis including: 1 . Premises Operations (including X, C, and U coverages as applicable). 2. Independent Contractor's Protective. 3. Products and Completed Operations. 4. Personal Injury Liability with Employment Exclusion deleted. 5. Contractual, including specified provision for Contractor's obligation under Paragraph 3.18. 6. Owned, non-owned, and hired motor vehicles. 7. Broad Form Property Damage including Completed Operations. § 11.1.1.3 If the General Liability coverages are provided by a Commercial General Liability Policy on a claims-made basis, the policy date or Retroactive Date shall predate the Contract; the termination date of the policy or applicable extended reporting period shall be no earlier than two years after the date of final payment, certified in accordance with Subparagraph 9.10.2. § 1 1.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by Jaw, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor's completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. § 11.1.2.1 The insurance required by Subparagraph 1 1 . 1 . 1 shall be written for not Jess than the following limits: .I Worker's Compensation: a) State: b) Employer's Liability Statutory $1 00,000 per Accident $500,000 Disease, Policy Limit $1 00,000 Disease, Each Employee .2 Comprehensive or commercial general liability including premises operation; Owners and Contractors protective liability, products and liability (including employee acts), broad form property damage liability, completed operations liability, personal injury liability, and blanket contractual liability; For any claim for bodily injury, property damage or due to contractual liability, limits of not AlA Document A201no - 2007. Copyright C 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1 987, 1997 and 2007 by The American lnsUtute of Archilactll. All righ!JI reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 33 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 08:43:50 on 03/02/2012 under Order No.447211 51 54_1 which expires on 01/2212013, and is nol for resele. Ueer Notaa: (8447791!41) ---PAGE BREAK--- lnll Jess that $1 million per occurrence. For products and completed operations coverage, coverage is to be maintained for a period of two years following final payment. For the hazards of explosion, collapse, and underground, commonly referred to as XCU, coverage shall be required if the exposures exist. This coverage may be provided by the subcontractor if the State and prime Contractor are named as additional insureds. For personal injury liability, limits of not less than $100,000 per occurrence . . 3 Business auto liability (including owned, non-owned, and hired vehicles) in an amount of not less than $1 million combined single limit. .4 If the General Liability coverages are provided by a Commercial Liability policy, the: General Aggregate shall be not less than $2 million. Fire legal liability shall be provided in an amount not less than $50,000 per occurrence . . 5 Umbrella Excess Liability: An umbrella policy shall be used in combination with other policies to provide a minimum coverage of$1 million. § 11.1.2.2 The Owner (the City of Moscow) shall be named as an additional insured on the insurance required in Clause 1 1.1.2. 1 Items 2, 3 and 5 above and the insurance shall contain the severability of interest Clause as follows: "The insurance afforded herein applies separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the company's "liability"." § 11.1.2.3 The Contractor shall require all Subcontractors of any tier to provide comprehensive General Liability Insurance with combined single limits for bodily injury and property damage of at least $1,000,000 per occurrence, and Comprehensive Automobile Liability Insurance for all owned, non-owned, and hired vehicles with combined single limits for bodily injury and property damage of at least $1,000,000 per occurrence. § 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance. These certificates and the insurance policies required by this Section 1 1 . 1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. An additiooal certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.1 0.2 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 1 1 . 1.2. Information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor with reasonable promptness. If this insurance is written on the Comprehensive General Liability policy form, the Certificates shall be AlA Document 0705, Certificate oflnsurance or ACORD Form 25. If this insurance is writtm on a Commercial General Liability policy form, ACCORD Form 25S will be acceptable. § 11.1.4 The Contractor shall cause the commercial liability coverage required by the Contract Documents to include the Owner, the Architect and the Architect's consultants as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's operations; and the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's completed operations. § 11.2 OWNER'S LIABILITY INSURANCE The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. § 11.3 PROPERTY INSURANCE Owner shall purchase and maintain throughout the duration of the Project, at Owner's expense, property insurance in the amount of the contract sum and all modifications which change the contract sum and with the coverages as Owner shall, in Owner's discretion, determine. This insurance shall include the interests of the Owner, Contractor, Subcontractors and Sub-subcontractors in the Work. If the Contractor, Architect, Subcontractors or Sub-subcontractors desire additional or different property insurance coverages, then the Contractor, Architect, AlA Document A201"'- 2007. Copyright C 1911, 1915, 1918, 1925, 1937. 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reaarved. WARNING: This AlA® Document is protected by U.S. LJM e:nd T"'Яbell. tlrt•uthorlzed 34 reproduction or dt.trlbutlon of this AlA'" Document, or any portion of it. may result in severe cMI and c rim ina l Dža"aRftla, and will bt prontuiiKI 1o the maximum extant ponlble under the law. This document was produced by AlA software at 08:43:50 on 03102/2012 under Order No.4472115154_1 which eJOpires on 01/2212013, and is not for resale Uaar Notea: (8447798-41) ---PAGE BREAK--- In H. Subcontractors or Sub-subcontractors shall first contact the Owner to detennine if the Owner desires to add the additional or different property insurance coverages at the Owner's expense, and then, ifthe Owner declines to add the additional or different property insurance coverages, purchase and maintain their own property insurance coverages at their own expense, and the cost of the additional or different insurance coverages shall not be included in the Cost of the Work. To the extent that the property insurance obtained by the Owner covers the Contractor, Architect, Subcontractors or Sub-subcontractors. then the Contractor, Architect, Subcontractor or Sub-subcontractor shall pay from their own funds any cost not covered because of any deductibles. The cost not covered because of any deductibles shall be included in the Cost of the Work and paid by the Owner only ifthe Contractor, Architect, Subcontractor or Sub-subcontractor was not responsible or at fault in causing the loss that resulted in the cost. The Contractor shall provide insurance coverage for portions of the Work stored off the site after written approval of the Owner at the value established in the approval, and also for portions of the Work in transit and all materials stored at the site and incorporated into the Work until covered by the State's insurance program as described in paragraph 1 1 (Paragraphs deleted) § 11.3.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. § 11.3.2 BOILER AND MACHINERY INSURANCE The Contractor shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shaH specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds. § 11.3.3 LOSS OF USE INSURANCE The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. (Paragraphs deleted) § 11.3.7 WAIVERS OF SUBROGATION The Owner and Contractor waive all rights against ( 1) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and the Architect, Architect's consultants, separate contractors described in Article 6, if any, and any of their subcontractors, sub-subcontractors, agents and employees, for damages to the work caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 1 1.3 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require ofthe Architect, Architect's consultants, separate contractors described in Article 6, if any, and the subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. (Paragraphs deleted) § 11.4 PERFORMANCE BOND AND PAYMENT BOND § 11.4.1 The Contractor shall furnish bonds covering fuithful performance ofthe contract and payment of obligations arising thereunder. Bonds may be obtained through the Contractor's usual source and the cost thereof shall be included in the contract sum. The amount of each bond shall be equal to 100 percent (100%) of the contract sum. AJA Document A201"' - 2007. Copyright 0 1911, 1915, 1918. 1925. 1937, 1951, 1958, 1961, 1963. 1966, 1970, 1976, 1987, 1997 and 2007 by The American lnsštutB of ArchitsciB. All raserved. WARNING: This AlA''' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 35 reproduction or dletribution of thrs AlA' Document, or any portion of rt, may result in severe civil and criminal penalties, and will be prosecuted to the mulmum extent possible under the law. This document was produced by AlA software at 08:43:50 on 03(0212012 under Order No.44721151 54_1 which expires on [PHONE REDACTED]. and is not for resale. User Notee: (844779&41) ---PAGE BREAK--- I nit. § 11.4.1.1 The Contractor shall deliver the required bonds to the Owner not later than three days following the date the Agreement is entered into, or if the work is to be commenced prior thereto in response to a letter of intent, the Contractor shall, prior to the commencement of the work, submit evidence satisfactory to the Owner that such bonds will be furnished. § 11.4.1.2 The Contractor shall require the attorney-in· fact who executes the required bonds on behalf of the surety to affix thereto a certified and current copy of the power of attorney. § 11.4.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall furnish a copy of the bonds or shall authorize a copy to be furnished. § 11.4.3 Bonds shall be issued by a bonding company licensed to transact business in the State ofldaho on the standard form of the American Institute of Architects, A. I.A. Doc. A3 1 1 Performance Bond and Labor and Material Payment Bond, current edition. § 11.4.4 If at any time the Owner for justifiable cause, shall be or become dissatisfied with any surety or sureties that insure the Perfonnance and Payment Bonds, the Contractor shall within ten (1 0) days after notice from the Owner to do so, substitute an acceptable bond (or bonds) in such form and sum (not to exceed the Contract amount) and signed by such other surety or sureties as may be satisfactory to the Owner. The premiums on such bond(s) shall be paid by the Contractor. No further payments shall be deemed due nor shall be made until the new surety or sureties shall have furnished such an acceptable bond to the Owner. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 UNCOVERING OF WORK § 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect, be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. § 12.1.2 Ifa portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. § 12.2 CORRECTION OF WORK § 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION The Contractor shall correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. § 12.2.2 AFTER SUBSTANTIAL COMPLETION § 12.2.2.1 1n addition to the Contractor's obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.4. AlA Document A201"' -2007. Copyright C 1911, 1915, 1918, 1925, 1 937. 1 951, 1958, 1961, 1963, 1966, 1970, 1976, 1 987, 1997 and 2007 by The American lna6tute of An:hilecls. All raaerved. WARNING: This AlA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 36 reproduction or distribution of this AIA11 Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 08:43:50 on 03102/2012 under Order No.4472115154_1 which expires on 01/22/2013, and is not for resale. User Notss: (844779841) ---PAGE BREAK--- lnlt. § 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 1 2.2. § 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal ofWork that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one-year period for correction ofWork as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. § 12.3 ACCEPTANCE OF NONCONFORMING WORK If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 GOVERNING LAW The Contract shall be governed by the law of the place where the Project is located except that, if the parties have selected arbitration as the method ofbinding dispute resolution, the Federal Arbitration Act shall govern Section 15.4. § 13.1.1 Contractor and his subcontractors and sub-subcontractors shall abide by all Supplementary Conditions contained within Document 00 81 00, and specifically including, but not limited to, Federal Prevailing Wage Rates, Davis-Bacon and Copeland Anti-Kickback Acts, and other provisions contained within Document 00 81 00. §13.1.2 Each Contractor and his Subcontractors and Sub-subcontractors shall certify complete compliance with all Idaho Statutes with specific reference to Public Works Contractor's State License Law, Title 54, Chapter 19, Idaho Code, as amended. § 13.2 SUCCESSORS AND ASSIGNS § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements and obligations contained in the Contract Documents. Neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. (Paragraph deleted) § 13.3 WRITTEN NOTICE Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. AlA Document A201"'- 2007. Copyright C 1911, 1915, 1918, 1925. 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1 9117. 1997 and 2007 by The American of Architects. All rights reserved. WARNING: This AlA• Document IS protected by U.S. Copyright Law and International Treaties. Unauthorl.zed 37 reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penalties. and will be prosecuted to the maximum extent possible under th" law. This document was produced by AlA software at 08:43;50 on 03102/2012 under Order No,44721 1515Ø_1 which expires on [PHONE REDACTED], and is not for resale. User Notes: (844779641) ---PAGE BREAK--- I nil § 13.4 RIGHTS AND REMEDIES § 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. § 13.4.2 No action or failure to act by the Omler, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach there under, except as may be specifically agreed in writing. § 13.5 TESTS AND INSPECTIONS § 13.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs oftests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of(l) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Contractor. § 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.5.3, shall be at the Owner's expense. § 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal fililure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such fililure including those of repeated procedures and compensation for the Architect's services and expenses shall be at the Contractor's expense. § 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and delivered to the Architect. § 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so and, where practicable, at the normal place of testing. § 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made to avoid unreasonable delay in the Work. § 13.6 1NTEREST Payments due and unpaid under the Contract Documents (30 days from date received by the Architect) shall bear no interest until 30 days past due; thereafter, they shall bear interest at the rate of 5% per anum calculated from 30 days past due (60 days from date received by the Architect) until date of the check as posted by the State Auditor. § 13.7 TIME LIMITS ON CLAIMS As between the Owner and Contractor as to acts or failures to act, any applicable statute oflimitations shall commence to run and any legal cause of action shall be deemed to have accrued in any and all events in accordance with Idaho law. § 13.8 ADDITIONAL SUPPLIMENTARY FEDERAL CONDITIONS Contractor shall comply with all additional Federal conditions as detailed and specified within Document 00 81 00 - Supplementary Conditions. AlA Document A201 - 2007. Copyright C 1911, 1915, 1918, 1 925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1978, 1987, 1997 and 2007 by The American Institute of Archilect!l. All right. ntterved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. UnauthoriZed 38 reproduction or distribution of this AlA* Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the mulmum extent possible under the law. This document was produced by AlA software at 08:43:50 on 03102/2012 under Order No.4472115154_1 which Blip Ires on 01122/2013, and is not for resale. User Nome: (844779841) ---PAGE BREAK--- I nit. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 TERMINATION BY THE CONTRACTOR § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of60 consecutive days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government. such as a declaration of national emergency that requires all Work to be stopped; (Paragraphs deleted) § 14.1.3 1fone of the reasons described in Section 14.1.1 exists, the Contractor may, upon seven days' written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit, costs incurred by reason of such termination. (Paragraph deleted) § 14.2 TERMINATION BY THE OWNER FOR CAUSE § 14.2.1 The Owner may tenninate the Contract if the Contractor .1 repeatedly refuses or fui1s to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Initial Decision Maker that sufficient cause exists to justifY such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment ofthe Contractor and may, subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2. I, the Contractor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance ofthe Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination ofthe Contract. § 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period oftime as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. AJA Document A201"" - 2007. 1911, 1915, 1918, 1 925, 1937, 1951. 1958. 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American lnstibJII! of Architects. AJI rasarved. WARNING: Th1s AlAӎ Document •s protected by U.S. Copyright Law and International Treaties. Unauthorized 39 raproductlon or distribution of this AlA'' Document. or any port1on of it, may result in severe civil and criminal penalties. and will be prosecuted to the maximum extent poealbla undarthe law. This document was produced by AlA software al 08:43:50 on 03/0212012 under Order No.4o47211515<1_1 which &JIIl f'89 on [PHONE REDACTED], and is notfor resale. Uaer Notes: (844779641) ---PAGE BREAK--- lnlt. § 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, tenninate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 In the case of such termination for the Owner convenience, the Contractor shall be entitled to receive payment from the Owner on the same basis provided in Subparagraph 14.1.3, as modified. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 CLAIMS § 15.1.1 DEFINITION A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. § 15.1.2 NOTICE OF CLAIMS Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Initial Decision Maker with a copy sent to the Architect, if the Architect is not serving as the Initial Decision Maker. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. § 15.1.3 CONTINUING CONTRACT PERFORMANCE Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. The Architect will prepare Change Orders and issue Certificates for Payment in accordance with the decisions of the Initial Decision Maker. § 15.1.4 CLAIMS FOR ADDITIONAL COST If the Contractor wishes to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 15.1.5 CLAIMS FOR ADDITIONAL TIME § 15.1.5.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. § 15.1.5.2 Ifadverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. § 15.1.6 CLAIMS FOR CONSEQUENTIAL DAMAGES The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses ofuse, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. AlA Document A201Tll - 2007. Copyright C 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1 987, 1997 and 2007 by The Amencan Institute or Architects. All neerved. WARNING: This AlA<> Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 40 n1productlon ordl•tributlon AlA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the m1xlmum extent ponlble under the law. This documenl was produced by AlA software at 08:43:50 on 03/02/2012 under Order No,4472115154_1 which expires on 01/22/2013, and is not for resale. Uaer Notn: (844779841) ---PAGE BREAK--- I nit. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Section 15.1.6 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. § 15.2 1NITIAL DECISION § 15.2. 1 Claims, excluding those arising under Sections 1 0.3, 1 0.4, 1 1.3. 9, and 1 1.3.1 0, shall be referred to the Initial Decision Maker for initial decision. The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 1 5.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. § 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: request additional supporting data from the claimant or a response with supporting data from the other party, reject the Claim in whole or in part, approve the Claim, ( 4) suggest a compromise, or advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker Jacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the Initial Decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. § 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. § 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either provide a response on the requested supporting data, advise the Initial Decision Maker when the response or supporting data will be furnished or advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part. § 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall be in writing; state the reasons therefor; and notifY the parties and the Architect, if the Architect is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fuil to resolve their dispute through mediation, to binding dispute resolution. § 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 1 5.2.6.1 . § 15.2.6.1 Either party may, within 30 days from the date ofan initial decision, demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. § 15.2.7 1n the event of a Claim against the Contractor, the Owner may, but is not obligated to, notifY the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's defuult, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. § 15.2.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. § 15.3 MEDIATION § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract except those waived as provided for in Sections 9.1 0.4, 9.10.5, and 15.1.6 shall be subject to mediation as a condition precedent to binding dispute resolution. AlA Document A201Tll - 2007. Copyright C 1911, 1915, 1918, 1925, 1937, 1951. 1958, 1961, 1963, 1966, 1970, 1976, 1 9a7, 1997 and 2007 by The American lnstituiB of Architects. All raserved. WARNING: This AlAӏ Document os protected by U,li Ъ11ll l"fOililtell- Utl.!l.Ulhorized 41 ntproductlon or dlatrlbuOon ofthos AlAr Document, or any porto on of it, may result on sevBft! clvil uul p!l'.n.ll.le.t, mnd y;IU be ptOS!iwWd to the maximum extent possible under the oaw. This document was produced by AlA software al oe :43:50 on 03102/2012 under Order No.44 72115154_1 which e> 1911, 1915, 1918, 1925, 1937. 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of All rights ntservad. WARNING: This AlA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 42 rapЩdutison Ol d1at.dbubon of this AlA$) Document. or any portion of it, may result in severe civil and criminal penalties. and will be prosecuted to the maШlmum m Ыn t pot; & iblo tmder the law. This document was produced by AlA software al 08:43:50 on 03/021201 2 under Older No.447211 5154_1 which expires on [PHONE REDACTED], and Is not for resale. Uaer Notes: (844779841) ---PAGE BREAK--- 13.8.4 13.8.5 13.8.6 13.8.7 13.8.8 13.8.9 13.8.10 13.8. 1 1 Not used Seismic Safety Requirements SEISMIC SAFETY REQUIREMENTS, 42 U.S.C. 7701 et seq. 49, CFR Part 41 - The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. Energy Conservation Requirements Energy Conservation 42 U.S.C. 6321 et seq. 49, CFR Part 18 - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. Clean Water Requirements CLEAN WATER REQUIREMENTS, 33 U.S.C. 1251 - The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation to the Owner and understands and agrees that the Owner will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 that is a part of this project with funding provided by FT A. Not used Not used Lobbying LOBBYING, 31 U.S.C. 1352, 49 CFR Part 19, 49 CFR Part 20: Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. Access to Records and Reports ACCESS TO RECORDS AND REPORTS, 49 U.S.C. 5325, 18 CFR 18.36 49 CFR 633.17 - The following access to records requirements apply to this Contract: Where the Owner is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Owner, the FT A Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1 , which is receiving federal financial assistance through the programs described at 49 U.S. C. 5307, 5309 or Moscow lntermodal Transit Center Moscow, Idaho 00 81 00 - 2 5/7/2012 ---PAGE BREAK--- 1 3.8.12 1 3.8.13 13.8.14 1 3.8.15 531 1 . The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Owner, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11 FTA does not require the inclusion of these requirements in subcontracts. Federal Changes FEDERAL CHANGES. 49 CFR Part 1 8 - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Owner and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. Bonding Requirements BONDING REQUIREMENTS Bid Bonding Requirements (Construction) reference Instruction to Bidders article 4.2.1.1. bid guarantee from each bidder equivalent to five percent of the bid price. The "bid guarantees" shall consist of a firm commitment such as a bid bond, certifies check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of his bid, execute such contractual documents as may be required within the time specified. Performance and Payment Bonding Requirements (Construction) reference General Conditions of the Contract AlA 201 , article 1 1.4 The Contractor shall be required to obtain performance and payment bonds as follows: Performance bonds - A performance bond on the part to the Contractor for 100 percent of the contract price is required. A "performance bond" is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract 1 . The penal amount of performance bonds shall be 1 00 percent of the original contract price, unless the Owner determines that a lesser amount would be adequate for the protection of the Owner. 2. The Owner may require additional performance bond protection when a contract price is increased. The increase in protection shall generally equal 100 percent of the increase in contract price. The Owner may secure additional protection by directing the Contractor to increase the penal amount of the existing bond or to obtain an additional bond. Payment bonds - A payment bond on the part of the contractor for 100 percent of the contract price is required. A "payment bond" is one executed in connection with a contract to assure payment, as required by law, of all persons supplying labor and material in the execution of the work provided for in the contract. Payment bond amounts required from Contractors shall be in the amount of 100% of the contract sum. Clean Air CLEAN AIR, 42 U.S.C. 7401 et seq, 40 CFR 15.61, 49 CFR Part 18 - Clean Air - The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S. C. 7401 et seq. The Contractor agrees to report each violation to the Owner and understands and agrees that the Owner will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. Recycled Products RECYCLED PRODUCTS, 42 U.S.C. 6962, 40 CFR Part 247, Executive Order 12873 - Recovered Materials - The contractor agrees to comply with all the requirements of Moscow lntermodal Transit Center Moscow, Idaho 00 81 00 - 3 5/7/2012 ---PAGE BREAK--- 13.8.16 Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962}, including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. Davis-Bacon and Copeland Anti-Kickback Acts DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS, 29 CFR S.S(a) ­ Minimum wages - All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1 (b of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1 )(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph (1 )(ii) of this section) and the Davis-Bacon poster (WH-1321 ) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: Except with respect to helpers as defined as 29 CFR 5.2(n)(4 the work to be performed by the classification requested is not performed by a classification in the wage determination; and The classification is utilized in the area by the construction industry; and The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination; and With respect to helpers as defined in 29 CFR 5.2{n)(4), such a classification prevails in the area in which the work is performed. If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. Moscow lntermodal Transit Center Moscow, Idaho 00 81 00 - 4 5/7/2012 ---PAGE BREAK--- Withholding - The Owner shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the Owner may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. Payrolls and basic records - Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1 of the Davis-Bacon Act}, daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1 )(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1 of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the Owner for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5. This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: That the payroll for the payroll period contains the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5 and that such information is correct and complete; That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; Moscow lntermodal Transit Center Moscow, Idaho 00 81 00 - 6 5/7/2012 ---PAGE BREAK--- That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph of this section. The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. Apprentices and trainees - Apprentices - Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees - Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Moscow lntermodal Transit Center Moscow, Idaho 00 81 00 - 7 5/7/2012 ---PAGE BREAK--- 13.8.17 Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity - The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. Compliance with Copeland Act requirements - The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. Contract termination: debarment - A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. Compliance with Davis-Bacon and Related Act requirements - All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1 , 3, and 5 are herein incorporated by reference in this contract. Disputes concerning labor standards - Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility - By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1 ) . (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. Contract Work Hours and Safety Standards Act CONTRACT WORK HOURS AND SAFETY STANDARDS ACT, 40 U.S.C. 3701 et seq. Moscow lntermodal Transit Center Moscow, Idaho 00 81 00 - 8 5/7/2012 ---PAGE BREAK--- 1 3.8.18 1 3.8.19 13.8.20 Overtime requirements - No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause set forth in paragraph of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph of this section. Withholding for unpaid wages and liquidated damages - The Owner shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph of this section. Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs through of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs through of this section. Not used No Government Obligation to Third Parties NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES The Owner and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Owner, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. Program Fraud and False or Fraudulent Statements and Related Acts PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS & RELATED ACTS, 31 U.S.C. 3801 et seq., 49 CFR Part 31 18 U.S.C. 1001 , 49 U.S.C. 5307 The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1 986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to Moscow lntermodal Transit Center Moscow, Idaho 00 81 00 - 9 5/7/2012 ---PAGE BREAK--- 13.8.21 impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. Termination TERMINATION, 49 U.S.C. Part 18, FTA Circular 4220.1E a. Termination for Convenience (General Provision) The Owner may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close­ out costs, and profit on work performed up to the time of termination. The Contractor shall submit its termination claim to Owner to be paid the Contractor. If the Contractor has any property in its possession belonging to the Owner, the Contractor will account for the same, and dispose of it in the manner the Owner directs. b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the Owner may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the Owner that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the Owner, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure (General Provision) The Owner in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to Owner's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from Owner setting forth the nature of said breach or default, Owner shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude Owner from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that Owner elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by Owner shall not limit Owner's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the Owner may Moscow lntermodal Transit Center Moscow, Idaho 00 81 00 - 10 5/7/2012 ---PAGE BREAK--- 13.8.22 13.8.23 13.8.24 terminate this contract for default. The Owner shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the Recipient may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- 1 . the delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient. acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. the contractor, within [1 0] days from the beginning of any delay, notifies the Owner in writing of the causes of delay. If in the judgment of the Owner, the delay is excusable, the time for completing the work shall be extended. The judgment of the Owner shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. Government-wide Debarment and Suspension (Nonprocurement) GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT), 49 CFR Part 29 - This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by Owner. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to Owner, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. See also related portion of the Bid Proposal Form not used Civil Rights Requirements 24. CIVIL RIGHTS REQUIREMENTS, 29 U.S.C. § 623, 42 U.S.C. § 2000, 42 U.S.C. § 6102, 42 U.S.C. § 12112, 42 U.S.C. § 12132, 49 U.S.C. § 5332, 29 CFR Part 1630, 41 CFR Parts 60 et seq. Civil Rights - The following requirements apply to the underlying contract: Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S. C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national Moscow lntermodal Transit Center Moscow, Idaho 00 81 00 - 1 1 5/7/2012 ---PAGE BREAK--- 13.8.25 origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: Race. Color. Creed. National Origin. Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 1 1246, "Equal Employment Opportunity," as amended by Executive Order No. 1 1 375, "Amending Executive Order 1 1 246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 121 12, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FT A may issue. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. Breaches and Dispute Resolution BREACHES AND DISPUTE RESOLUTION, 49 CFR Part 18, FTA Circular 4220.1 E The Breaches and Dispute Resolutions requirements flow down to all tiers. Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the architect. This decision shall be final and conclusive unless within ten (1 0) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the architect. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the architect shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by Owner, Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the Owner and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the Owner is located. Moscow lntermodal Transit Center Moscow, Idaho 00 81 00 - 12 5/7/2012 ---PAGE BREAK--- 13.8.26 13.8.27 13.8.28 13.8.29 13.8.30 13.8.31 Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by Jaw. 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. Not used Not used Disadvantaged Business Enterprises (DBE) DISADVANTAGED BUSINESS ENTERPRISE (DBE), 49 CFR Part 26 a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The Owner's overall goal for DBE participation is 0.53%. A separate contract goal has not been established for this procurement. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the Owner deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. c. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from the Owner. In addition, the contractor is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed. d. The contractor must notify the Owner, whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the Owner. Not used Incorporation of Federal Transit Administration (FTA) Terms INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS, FTA Circular 4220.1 E Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any {name of grantee) requests which would cause (name of grantee) to be in violation of the FT A terms and conditions. Not used Moscow lntermodal Transit Center Moscow, Idaho 00 81 00 - 13 sn12012 ---PAGE BREAK--- END OF DOCUMENT 00 81 00 Moscow lntermodal Transit Center Moscow, Idaho 00 81 00 - 14 517/2012 ---PAGE BREAK--- Bond No. 9073493 Document A31 2TM - 201 0 Conforms with The American Institute of Architects AlA Document 312 Performance Bond CONTRACTOR: (Name, legal status and address) Ginno Construction of Idaho, Inc. 3893 N. Schreiber Way Coeur d'Alene, 10 838 1 5 OWNER: (Name, legal status and City of Moscow 206 E. Third Street Moscow, 10 83843 CONSTRUCTION CONTRACT Date: Apri1 30, 2012 Amount: S 1 , 829,600.00 Description: (Name and location) Moscow lntermodal Transit Center BOND Date: May 3, 2012 (No/ earli.:r than Contract Date) Amount: S 1 ,829,600.00 Modifications to this Bond: Æ None CONTRACTOR AS PRINCIPAL Ne.me and Title: Vice President SURETY: (Name, legal sta/11s and principal place of business) Fidelity and Deposit Company of Maryland 1400 American Lane, Tower I, 18th Floor Schaumburg, IL 60196·1056 Mailing Address for Notices 560 Mission Street, Suite 2300 San Francisco, California 94105 This document has Important legal consequences. Consultation wflh an attorney Is encouraged with respect to its completion or Any singular reference to Contractor, Surety, Owner or other party shan be considered plural where applicable, One Million Eight Hundred Twenty Nine Thousand Six Hundred Dollars and 00/100 One Million Eight Hundred Twenty Nine Thousand Six Hundred Dollars and 00/100 0 Sec Section 16 SURETY Company: (Corporole Seal) Fidelity .and..Claf')e;'l/ of Maryland Sign11lure: "Rȿo-s- aɀli- eɁAɂ.Ƀi-szɄkɅie'IɆ--------- Ne.mc and Tille: Attorney-in·Fact (Any additional signaturts appear on the last page of this Perfonrtance Bond.) (FOR INFORJW.A170N ONLY -Name, address and telephone) AGENT or BROKER: Wells Fargo Insurance Services 1 1 0 1 7 Cobblerock Drive, Ste: 1 00 Rancho Cordova, CA 95670 800-25 7-4860 S-1852/AS 8/10 OWNER'S REPRESENTATIVE: (Architect, Engineer or other party:) Design West Architects 254 E. Main Street Pullman, WA 99163 ---PAGE BREAK--- § 1 The and Surety, j oinlly and severally, bind themselves, lheir heirs, executors, udm in is lralors, successors and ossi gns lo the Owner for the performance of the Construction Contruct, which is incorporuted herein by reference. § 2 If Lhe performs the Construcllon the Surely Wld lhe Contructor shu II have no obligation under this Bond, except when applicable lo partieipule in a conference as provided in Section 3. § 3 I r there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after .1 the Owner lint provides notice to the Conlnictor and the Surety that the Owner is considering declaring a Conlruetor Default. Such notice :;hull indicate whether the Owner is requesting 11 conference ornong the Owner, Contructor and Surety to discuss the Contractor's performance. Jfthe Owner docs not roqucst a conference, the Surety may, within five business days after recelpt of the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall 11ltend. Unless the Owner agrees otherwise, any conference requested under this Section 3.1 shall be held within len ( l 0) business days oflhc Surety's receipt of the Owner's notlcc. Jfthe Owner, the Conlractor and the Surety agree, the Controctor shall be allowed a reosonable lime to perform the Construction Conln!ct, but such an agreement shall not waive llle Owner's righl, if any, Ň11bsequň:nlly to declare n Contractor Default; .2 the Owner declares a Conlractor Default, terminates the Construction Contract and notifies th™: Surety; and .3 the 0\vner has agreed to pay the Balance of the Contract Price in accordance with the terms orthe Construction Contract to the Surely or to a contructor selected to perform lhe Construction Contract. § 4 Failure on lhe part of the Owner to comply with the notice requirement in Section 3.1 sbaU not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the S\mty demonstrates actual prejudice, § 5 When the 0\vner has satisfied the conditions of Section 3, the Sutt:ty shall and at the Surety's expense take one of the following actions: § 5.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Controct; § 5.2 Undertake to perform and complete the Construction Contract itself, through Its agents or independent contractors; § 6.3 Obtain bids or negotiated proposals from qualified contractors acc."tptable to the 0\vner for a contract for performance and completion of the Construction Contrucl, arrange for a contruct to be prepan:d for execution by the 0\vncr and a contruetor selected with the Owner's concurrence, to be secured with pcrronnancc and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Conlrucl, and pay to lhc 0\\ner the amount of dornages us described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result ofthe Contractor Default; or § 5.4 Waive its right to perform and complete, IIIT!Inge for completion, or obtain a new contractor nnd with reasonable promptness under the .1 After investigation, determine the amount for which it may be liable to the Owner and, os soon as practicable after the amount is determined, make lo the Owner; or .2 Deny liability in whole or in part and notify the 0\vner, citing the reasons for denial. § 6 If the Surely does not proceed os provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days a ncr receipl of an additional wri !len notice from the Owner to the Surety demanding that the Surety perfonn its obligations under this Bond, and the Owner shall be entitled to enforce MY remedy available to the 0\vner. If the Surety proceeds as provided in Section .S and the Owner refuses the payment or the Surely has denied liability, in whole or in part, without further notice the Owner shall be entitled to enrorce any remedy available to the Owner. S-1852/AS 8/10 ---PAGE BREAK--- § 7 If the Surety elects to net under Sc:ction 5.1, 5.2 or 5.3, then the re3ponsibilities oflhe Surety to the Owner shall not be gre11ter than those of the Contructor under the Con.ƾtruction Contruct, und the responsibilitiƿ of the Owner to the Surely shall not be greater than those of the Owner under !he Construction ControcL Subject to the commitment by the Owner to pay the Balance of the Contract Price, lhe Surety is obligated, without duplication, for .1 .2 .3 the responsibilities of the Contractor for correctiOn of defective work and completion of the Construction Contract; additional legal, design professional and delay co.ǀ'l re.ǁulling from the Contructor's Default, ond resulling frum the actions or failure to act ofthe Surety under Section S; and liquidated damages, or if no liquidated damages Œ specified in the Construction Contract, actual damages caused by delayed performance or non-performance of !he Contractor. § 8 If the Surety elects to act under Section S.l, 5.3 or 5.4, the Surety's liability is limited to the amount ofthis Bond. § 9 The Surety shall not be liable to the Owner or otheǂ for obligations of the Contractor that an: unrelated to the Construction Contract, and the Eolonce or !he Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to MY person or entity other than the Owner or its heirs, executors, administrators, successors and assigns. § 10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 1 1 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or port of the work is located and shall be instituted within two years after a declnratlon of Contractor Default or within two years otter U1e Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Dond, whichever occurs firsL If the provisions of this J>aragraph are void or prohibited by law, the minimum period oflimitotion available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 12 Notice to the Surety, the Owner or the Contractor shall be meilcd or delivered to the address shown on the page on which their signature appcm. § 13 When this Bond has been furnished to comply with o. statutory or other legal requirement in the locution where the construction wos to be performed, any provision in this Dond conflicting with swd statutory or legal requirement shall be deemed deleted here from and provisions conforming to such statutory or other legal requirement shall be deemed incorpor11ted herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond und not as a common luw·bond. § 14 Definitions § 14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under the Conslruction Contract after all proper have been mode, including allowance to the Contractor of any amounts received or lo be received by the Owner in settlement of insumnce or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments mode to or on behalf of the Contractor under the Construction Contract. § 14.2 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement ond the Contract Documents. § 14.3 Contractor Default. Failure of the Contructor, which has not been remedied or waived, to perform or otherwise to ǃ:omply \vith a material term of the Conslructioo Contract. § 14.4 Owner Default Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contrucl. § 14.6 Contract Documents. All the documents that comprise the agreement between the Owner o.nd Contractor. § 15 If this Bond is issued for an ogreement between a Cont111Ctor und subcontractor, the term Contractor in this Bond shall be deemed to be and the term Owner shall be deemed to be Contractor. S-1852/AS 8/10 ---PAGE BREAK--- § 16 Modilicalions Lo Ibis bond arc follows: (Space is provided below for addiUonal signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: Signatl1re: SignaiUre: (Corporate Seal) Nwne and T Lie Nrumcand T lle-: Addn:ss Address S-1 852/AS 8110 ---PAGE BREAK--- Power of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a corporation of the State of Maryland, by FRANK E. MARTIN JR., Vice President, and ERIC D. BARNES, Assistant Secretary, in pursuance of authority granted by Article VI, Section 2, of the By· Laws of said ?\WillY, which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the dĉ ĊMŽbts:hereby nominate, constitute and appoint David WEISE, Thomas R. HUCIK, Rosalie A . MJNO}HP and Nicki MOON, all ȵf Rancho Corova, California, EACH iċ true and laČEdJVrohi;(..:.i!KIZa;-čLKDxecute, seal anĎ deliver, for, and on Its ďehaĐas surety, and as Jts đtJI\'-iUr:;lnJĒēH'C'-U'Iid'ertakmgs, and the executton of such bonds or undertakings m satd Company, as fully and amply, to all intents and purposes, as ifthęG))_F}C.ĚecěĜĝ"pqĞE_!v!Mgeaby the regularly elected officers of the Company at its office in Baltimo,reğ‹Š Ġ thefr \m(Q)29JRetfi!\S power of attorney revokes that issued on behalf of David WEISE, Thomas R.D- P. A. GOUKER, dated December 30, 2010. The said Assistant BA'@es \1JeYelJy-certity that the extract set forth on the reverse side hereof is a true copy of Article VI, Section 2, of the By·L?s"-Ufsiiid Company, and is now in force. IN WITNESS WHEREOF, the said Vice-President and Assistant Secretary have hereunto subscribed their names and affixed the Corporate Seal ofthe said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 2nd day of February, A.D. 201 1. AITEST: State of Maryland } ss· City ofBaltimore · Eric D. Barnes FIDELITY AND DEPOSIT COMPANY OF MARYLAND By: Assistant Secretary Frank E. Marlin Jr. Vice President On this 2nd day of February, A.D. 201 1, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came FRANK E. MARTIN JR., Vice President, and ERIC D. BARNES, Assistant ģecretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. POA-F 016-30320 Maria D. Adamski Notary Public My Commission Expires: July 8, 2015 ---PAGE BREAK--- EXTRACT FROM BY-LAWS OF FIDELITY AND DEPOSIT COMPANY OF MARYLAND "Article VI, Section 2. The Chairman of the Board, or the President, or any Executive Vice-President, or any of the Senior Vice-Presidents or Vice-Presidents specially authorized so to do by the Board of Directors or by the Executive Committee, shall have power, by and with the concurrence of the Secretary or any one of the Assistant Secretaries, to appoint Resident Vice-Presidents, Assistant Vice-Presidents and Attorneys-in-Fact as the business of the Company may require, or to authorize any person or persons to execute on behalf of the Company any bonds, undertaking, recognizances, stipulations, policies, contracts, agreements, deeds, and releases and assignments of judgements, decrees, mortgages and instruments in the nature ofmortgages, and to affix the seal ofthe Company thereto." CERTIFICATE I, the undersigned, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate; and I do further certify that the Vice-President who executed the said Power of Attorney was one of the additional Vice-Presidents specially authorized by the Board of Directors to appoint any Attorney-in-Fact as provided in Article VI, Section 2, of the By-Laws of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the lOth day of May, 1990. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice-President, Secretary, or Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and binding upon the Company with the same force and effect as though manually affixed." IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the said Company, this _ _ - day of _ _ - - 2012 Assistant Secretary ---PAGE BREAK--- Bond No. 9073493 Document A31 2 TM - 201 0 Confonns with The American Institute of Architects AlA Document 312 Payment Bond CONTRACTOR: (Name, legal status and address) Ginno Construction of Idaho, Inc. 3893 N. Schreiber Way Coeur d'Alene, tO 83815 OWNER: (Name, lega/.rta/1/s and address) City of Moscow 206 E. Third Street Moscow, 10 83843 CONSTRUCTION CONTRACT Dnte: April 30, 2012 Amount: s 1 , 829,600.00 Description: (Name and localfon) Moscow lntermodal Transit Center 60ND Dute: May 3, 2012 (Not earlier than Constn1ctlon Contract Date) Amount: $ 1 ,829,600.00 Modifications to this Bond: None CONTRACTOR AS PRINCIPAL Company: (Corporate Seal) Ginno Constr f ldɇho, Inc. ' Name Ri ch Wells and ruą Vice President SURETY: (Name, legal status and principal place of bu;riness) Fidelity and Deposit Company of Maryland 1400 American Lane , Tower I, 1 8th Floor Schaumburg, tl 60196-1056 Mailing Address for Notices 560 Mission Street, Suite 2300 San Francisco, California 94105 This document has important legal consequences. Consullatlon with an attorney Is encouraged with respect to its completion or modification. Any singular rererence to Surety, Owner or other party shan be considered plural where applicable. One Million Eight Hundred Twenty Nine Thousand Six Hundred Dollars and 00/100 One Million Eight Hundred Twenty Nine Thousand Six Hundred Dollars and 00/100 0 See Section 18 SURETY Company: (Corporate Seal) FideÂÓ-ÃÄ41'-Å y of Maryland SiÀaÁ: Namo and Tltle: Attorney-in-Fact (Any additional slgnature;r appear on the last page of this Payment Bond.) (FOR JNFOR.\IATION ONLY -Name, address and telephone) AGENT or BROKER: Wells Fargo Insurance Services 1 1 017 Cobbterock Drive, Ste: 1 00 Rancho Cordova, CA 95670 [PHONE REDACTED] S-2149/AS 8110 OWNER'S REPRESENTATIVE: (Architect, Engineer or other party:) Design West Architects 254 E. Main Street Pullman, WA 99163 ---PAGE BREAK--- § 1 lhe Contruetor and Surety, jointly and severally, bind themselves, their heirs, exeeuton, udministralol'll, successors and assigtl.9 to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following tenns, § 2 If the Contractor mukes payment of all sums due to Claiman!!J, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by BIIY person or entity seeking payment for labor, materials or equipment furnished for use in the performB!Iee of the Construction Contract, then the Surety Blld the Contractor shall have no obligation under this Bond. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall arise after the Owner has notified the Contractor and the Surety (at the address described in Section 13) of cluims, demands, liens or suits against the Owner or the Owner's property by any pcr.;on or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety. § 4 When the Owner has satisfied the conditions in Section 3, the Surety sholl and ut the Surety's expense defend, indemnify and hold hannless the Owner against a duly tendered claim, demand, lien or suit. § 5 The Surety's obligations to a Claimant under this Bond shall arise after the following: § 5.1 Claimants, who do not have a direct contract with the Contractor, .1 have furnished a wriuen notice of non-payment to the Contractor, stilling with substantial accuracy the amount claimed and the name orthe party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or perfonned, within ninety (90) days after having last perfonned labor or last furnished materials or equipment included in the Claim; und .2 h&vc sent a Claim to the Surety (at the addn:ss described in Section 13). § 5.2 Claimants, who arc employed by or have a direct contract with the Contractor, have sent a Claim to the Surety (at the address described in Section 13). § 6 Ifa notice of non-payment required by Section 5.l.l is given by the Owner to the Contractor, that is sufficient to satisfy a Claimant's obligution to furnish a written notice of non-payment under Section 5.1.1. § 7 When a Claimant has sntisfied the conditions of Sections S. 1 or 5.2, whichever is applicable, the Surety sho\l und ut the Surety's expense take the following actionŵ: § 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days ufter receipt of the Claim, stnting the amounts that are undLŶputed and the basis for challenging any amounts are disputed; and § 7.2 Pay or BJTOngc for payment ofany undisputed amounts. § 7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7,2 shall not be deemed to constitute a waiver of defenses the Surety or Contruclor may have or acquire as to a Claim, excepl as to undisputed amounts for which the Surety and CJ aim ant have reached agreement. J r, however, the Surety fuils to dischar&e its obligations under Section 7.1 or Section 7.2, the Surety shall indemnify the Claimant for the reasonable u!lomey's fees the Claimant incurs thcreuf\cr to recover any sums found to be due and owing to the Claimant. § 8, The Surety's total obligation shall not exceed the amount oflhis Bond, plus the amounl ofreusonuble attorney's fees provided under Section 7.3, and the umount of this Bond shall be credited for nny payments mntle in good fuilh by the Surety, § 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Conlract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Dond, they agree Lhnt all funds by the Contractor in the performance of the Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond, subject to the Owner's priority to use the funds for the completion ofthe work . . S-2149/AS 8/10 ---PAGE BREAK--- § 1 0 The Surety shall not be liablo to the Owner, or others for obligations of the Contractor that arc unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or eXpenses of any Claimant under this Bond, and shall have under this Bond no obligation to make pnymenls lo, or give notice on behalf of, Claimants or otherwise have any obligations to under this Bond. § 11 The Surety hereby waives notice of any change, including oftimc, to the Construction Contract or to related subcontracts, purchase orders 8lld other obligations. § 12 No suit or action shall be commenced by a Claimant Bond in a court of competent jurisdiction in the state in which the project that is the subject of tho Construction Contract-Is located or ofter the expiration of one year from the dale on which the Claimant sent a Claim to the Suroty pursuant to Section 5.1.2 or 5.2, or on which the last labor or service Wl!S performed by nnyone or the last materials or equipment wcro furnished by anyone under the Construction Contract, whichever of ( 1) or first occul'3. If the provisions of this Paragraph ere void or prohibited by Jaw, the minimum period oflimitation available to sureties as a defense in the jurisdicllon of the suit shell be applicable. § 13 Notice and Claims to tho Surety, the Owner or the Contractor shall be mnilcd or delivered to the address shown on the page on which their signnture appeo.rs. Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received. § 14 When this Bond has been furnished to comply with a statutory or other lcg11l requirement in the location where the construction was to be performed, any provision in this Bond with said statutory or requirement shull be deemed deleted herefrom 8lld provisions conforming to such statutory or other legal requirement be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 15 Upon request by nny person or entity appeuring to be a potential of. this Bond, the Contractor and Owner shall furnish a copy of this Dond or shall permit a copy to be made. § 16 Definitions § 16.1 Claim. A written statement by the Claimant including at a minimum: .1 the name of the ClaimMt; .2 the name o flhe person for whom the labor was done, or materials or equipment furnished; .3 a copy of the agreement or purchase order pursuanno which l11bor, materials or equipment was furnished for usc in the performance of the Construction Contract; .4 a brief description of the labor, materiols or equipment furnished; .6 the date on which the Claimnnt last perfotmed labor or last furnished materials or equipment for use in the perfonnance of the Construction Contract; .6 the total amount earned by the Claimant for labor, materials or equipment furnished as of lhe date of the Claim; . 7 the total amount of previous payments received by the Claimant; and .8 the lot11l nmount due Wid unpaid to the Claimant for labor, materials or equipment furnished as of the date of the Claim. § 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the perfonnance of lhe Construction Contract. The tenn Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located. The intent of this Bond shall be to include without limitation in the tenns "labor, materials or equipmenf' that part of water, gns, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and oll other items for which a mechiUiic's lien may be asserted in the jurisdiction when: the labor, materials or equipment were furnished. § 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover p11ge, Including all Contract Documents and all ch811gcs made to the agreement Wid the Contract Documents. $-21491AS BfiO ---PAGE BREAK--- § 16.4 OWner Default. Failure of the Owner, which has not been remedied or Wllived, to pay the as required under the Construction Conlract or to perform and complete or comply with !he other material terms oflhe Construction Contract. § 16.5 Contract Documents. All !he documents that comprise the agreement between the Owner and Contractor. § 17 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contr11clor. § 18 Modifications to this bond life ns follows: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: Signature: (Corporate Seal) Signature: ă - - - - - - - - - - - - - Nome 11nd Title: Nameand T=iĄ tle_: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Address Address 8-2149/AS 8/10 ---PAGE BREAK--- ACKNOWLEDGMENT State of California County of Sacramento on May 3, 201 2 before me, Patricia A. Gouker, Notary Public (insert name and title of the officer) personally appeared Rosalie A. Miszkiel who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my· hand ·aOifi:ilfiCiahlea Signature _ - - r.""""A;-RiCiA.i\: GoUKER I Q. • COMM. lt 1 855016 Ill † ' • Nolary Public-Califonlia ‡ j " . I SACRAMENTO COUNTY f 4 • . 18, 2013 ---PAGE BREAK--- Power of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a corporation of the State of Maryland, by FRANK E. MARTIN JR., Vice President, and ERIC D. BARNES, Assistant Secretary, in pursuance of authority granted by Article VI, Section 2, of the By-Laws of said y, which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date ¥[‰£_9Q.ts-'hereby nominate, constitute and appoint David WEISE, Thomas R. HUCIK, Rosalie and Nicki MOON, all of Rancho Cordova, California, EACH its true and laŠ‹l-Œr(dŽeftieac.‘ tfl_iR’execute, seal and deliver, for, and on its behalf as surety, and . as its 8f49) \ an7na' .aY.,AJlri!L'uBertakings, and the execution of such bonds or undertakings in pursuanc“\”•–—˜ots;;_h.aJ) Jh1e ¯ffit)di€upro1 said Company, as fully and amply, to all intents and purposes, as iff!l Q_a™f).__š›y.1'@X.ecutœ(\rr«'žlee1-J1fby the regularly elected officers of the Company at its office in BaltimopŸ· .Mfi\¡ {!i.the.fr 'CIVv'n_..P.I+~$\\_r\'s..\dhfs' power of attorney revokes that issued on behalf of David WEISE, Thomas R.'-¢Rosatie.-:A.' . . \‚itffii:, P. A. GOUKER, dated December 30, 2010. - Ч 1 \ " \Y7 The said Assistant 56 '3es \fiereby certify that the extract set forth on the reverse side hereof is a true copy of Article VI, Section 2, of the By-L£s'Of'sirtd Company, and is now in force. IN WITNESS WHEREOF, the said Vice-President and Assistant Secretary have hereunto subscribed their names and affixed the Corporate Seal of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 2nd day of February, A.D. 201 1 . AITEST: State ofMaryland }ss· City ofBaltimore · Eric D. Barnes FIDELITY AND DEPOSIT COMPANY OF MARYLAND By: Assistant Secretary Frank E. Martin Jr. Vice President On this 2nd day of February, A.D. 201 1, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came FRANK E. MAR TIN JR., Vice President, and ERIC D. BARNES, Assistant sȴ-retary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individual.:; &nd ofiicers described in and who executed the preceding instrument, and they each acknowledged the execution cf the $dme, ami being by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Company afore:;;tid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and that the sa1d Corpor°te Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. POA-F 01 6-30320 Maria D. Adamski Notary Public My Commission Expires: July 8, 2015 ---PAGE BREAK--- EXTRACT FROM BY-LAWS OF FIDELITY AND DEPOSIT COMPANY OF MARYLAND "Article VI, Section 2. The Chairman of the Board, or the President, or any Executive Vice-President, or any of the Senior Vice-Presidents or Vice-Presidents specially authorized so to do by the Board of Directors or by the Executive Committee, shall have power, by and with the concurrence of the Secretary or any one of the Assistant Secretaries, to appoint Resident Vice-Presidents, Assistant Vice-Presidents and Attorneys-in-Fact as the business of the Company may require, or to authorize any person or persons to execute on behalf of the Company any bonds, undertaking, recognizances, stipulations, policies, contracts, agreements, deeds, and releases and assignments of judgements, decrees, mortgages and instruments in the nature ofmortgages, and to affix the seal of the Company thereto." CERTIFICATE I, the undersigned, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certifY that the foregoing Power of Attorney is still in full force and effect on the date of this certificate; and I do further certifY that the Vice-President who executed the said Power of Attorney was one of the additional Vice-Presidents specially authorized by the Board of Directors to appoint any Attorney-in-Fact as provided in Article VI, Section 2, of the By-Laws of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the lOth day of May, 1990. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice-President, Secretary, or Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and binding upon the Company with the same force and effect as though manually affixed." IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the said Company, this _ _ _3rd day of _ _ _ _ Ma y _ _ _ _ _ 2012 Assistant Secretary ---PAGE BREAK--- ACORDTN CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYYI 5/4/2012 PRODUCER (208) 664-9783 THIS CERTIFICATE IS ISSUED AS A MATIER OF INFORMATION ISU Insurance Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Haddock & Associates ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 1311 Northwood Center Court Coeur d' Alene ID 83814 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A Companion Specialty Ginno Construction of ID Inc. INSURER B: Liberty Northwest Ginno Construction Co INSURER C: Tower (WorkCare) 3893 N Schreiber Way INSURER D: Scottsdale Ins . Co . Coeur d'Alene ID 83815 INSURER E· COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VI/ITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POUCY NUMBER PJlAÇÈÉÊ8,wf pgËi.!ÌÍÎÏÐN UMITS ÑNERAL UABIUTY EACH OCCURRENCE • 1 , 000 ,000 P MERCIAL GENERAL LIABILITY ÒÓgÔJ?EÕÙncel ' 100, 000 A X CLAJMS MADE Ö OCCUR MEO EXP (Any ono peroon) • Excluded - PERSONAL & ADV INJURY • 1 , 000, 000 - VJB1115520 04/01/2012 04/01/2013 - GENERAL AGGREGATE • 2 , 000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY lxl ¼rtr n LOC PRODUCTS· COMPJOP AGG t 2 , 000 ,000 AUTOMOBILE LIABILITY C101560B4 2/20/2012 2/20/2013 COMBINED SINGLE LIMIT 1 , 000 ,000 - (Ea acodonl) • ANY AUTO B ALL OWNED AUTOS BOOIL Y INJURY (Per pe1110n) $ SCHEDULED AUTOS HIRED AUTOS BODILY INJURY {Per BCCidenl) • NON.Q'NNED AUTOS PROPERTY DAMAGE {Per BCCidonl) • GARAGE LIABILITY AUTO ONLY· EA ACCIDENT ' RANYAUTO OTHER THAN EAACC t AUTO ONL× AGG e D EXCESS/UMBRELLA UABIUTY XLS0080940 04/01/2012 04/01/2013 EACH OCCURRENCE • 5 , 000, 000 @ OCCUR D CLAIMS MADE AGGREGATE • 5 , 000, 000 ' X R DEDUCTIBLE $ RETENTION $ ' WORKERS COMPENSAnON AND x 1 rz{IJI}s I I0ØJti· EMPLOYI:RS' UABIUTY 1 , 000, 000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ c OFFICER/MEMBER EXCLUDED? WCN000000600 07/01/2011 07/01/2012 E L DISEASE· EA EMPI.OYEE e 1 , 000, 000 If ye1, deeaille under 1 , 000, 000 SPECIAL PROVISIONS beloW E L DISEASE· POLICY LIMIT • OTHER Inland. Mar.ine ȸn tecl/l.eaeed B Contractor ' s Equipt Cl0156084 02/20/2012 02/20/2013 Equipt. - Othera $100 , 000 ACV/A11 Risk Deductibla $500 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Certificate holder & City of Moscow Moscow Intermodal Transit Center. CERTIFICATE HOLDER Design West Architects 254 E Main Street Pullman, WA 99163 ACORD 25 (2001/08) !NS025 {0108) os 206 East 3rd Street Moscow, ID 83843 are additional insureds ae respects Project: CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCEu.ED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRJITEN NOnCE TO THE CERnFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHAUL IMPOSE NO OBUGATION OR LlABD..ITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTAllVE - º » .