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081202 EDA AgP ~ '4 ,,' ", " , ' CITY OF SHOREWOOD S755COUNTaY CLUlSaoa,' ECONOMIC DEVELOPMEN1\AUTBOllITYM.Q'I'INGCOUNClLCMM8BR$ " MONDAY, AUGUST 12,2002 TIME:..... PM-or ' folloWiag...... C AGENDA' 1. CONVENE ECONOMIC DEVELOPMENT AUTHORITYMEETlNC', A. RoD Call B. Review Agcud& 2. APPROVALOFMlNUTES A. EDA Minuta ofluly. 22, 2002 (Att.4#2A Minutes) 3. ARCHITECTlJRALSER'VICESAGREEMENT WITH TSPON.Jt,INC., 4. GENERAL CONTRA.ClORCONSTRUC110NMANACEMI:1'fF-''YICD::i:! AGREEMENT WITH D.t\IJWNDERSON CONSTR1JC'l1ONCOMPAHY,', ' ,,' , ',~' S. COOPERATION AGRBEMBNTWITH THE CITY OFDEDlfAVBNJ'Oft,....: EAST STATION PROJEct ' 6. METHOD OF SALE roll LBASE-REVENCE PlNANClNG , 7. AGREEMENTS FOR PlJBLIC SAl'ETY FACILITIES PROJECT ' A. EFD Bast Facility B. EFD WestISLMPD FaQIity 8. FINANCING SCHBDULESroRPROJECT 9. SET.EDA MEETING -AUGUST 26, 2002 10. OTHER BUSINESS 11. ADJOURN ~','r ,_ " ',. ., e, CITY OF SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY MEETING MONDAY, JULY 22,2002 5755 COUNTRY CLUB ROAD COUNCIL CHAMBERS TIME: 8:00 P.M. or Immediately following Regular Council Meeting MINUTES 1. CONVENE ECONOMIC DEVELOPMENT AUmORITY MEETING President Love called the meeting to order at 10:24 P.M. A. Roll Call Present: President Love; Commissioners Garfunkel, Lizee, Turgeon, and Zerby; and Executive Director Dawson; Assistant Executive Director Nielsen; Assistant Treasurer Burton; Engineer Brown and EDA Financial Consultant Paul Donna Absent: . Commissioner Lizee B. Review Agenda President Love reviewed the Agenda and without objection from the Board, moved forward with the meeting. 2. APPROVAL OF MINUTES A. EDA Minutes of June 24, 2002 Turgeon moved, Zerby seconded, approving the EDA Minutes of June 24, 2002, as presented. Motion passed 4/0. 3. CONSENT A. Treasurer's Report Executive Director Dawson explained the EDA by-laws required the Authority's financial statement be filed with the secretary at least once per year. He then reviewed the City's Comprehensive Annual Financial Report for the Year ended 12/31/2001 regarding the EDA and went on to review the financial statements excerpted from that [mancial report. B. Amendment of Resolution regarding Reimbursement of Costs for South Lake Minnetonka Public Safety Facilities Project Executive Director Dawson stated on October 22, 2001, the EDA adopted a "reimbursement resolution" for the public safety facilities project. He noted the scope of this resolution to be simple and broad in effort to comply with Internal Revenue Service regulations regarding the extent to which costs incurred were expected to be covered by the financing issue. The EDA's existing resolution called for a reimbursement of $10 million. The amendment to the resolution would restated the "maximum principal amount of debt for the project" to be $12,365,000 consistent with the cap on project costs approved by the governing boards of the police and fire departments as well as the member cities. Garfunkel moved, Zerby seconded, Adopting RESOLUTION NO. 02-003, "A Resolution Declaring the Official Intent of the Economic Development Authority of the City of Shorewood to Reimburse Certain Expenditures from the Proceeds of Bonds to be Issued by the Authority." Motion passed 4/0. 1t ~;r SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY MEETING July 22, 2002 Page 2 of3 4. NEW BUSINESS A. Selection of Officers The Board agreed all positions on the Board be maintained as currently held, with John Garfunkel serving as Vice-President; Scott Zerby serving as Treasurer; and Christine Lizee serving as President Pro Tern. Turgeon moved, Zerby seconded, Approving the Selection of Officers to remain as previously held for the Year 2001-2002 for the following year. Motion passed 4/0. B. Resolution regarding Intent to Issue Financing for South Lake Minnetonka Public Safety Facilities Project Assistant Treasurer Burton explained the proposed resolution to the Board, noting the resolution expressed intent to issue lease-revenue financing with August 29, 2002 as the issuance date. She also explained this resolution to be a formality in the financing process, and would not obligate the financing to be issued; however, it would not commit Shorewood to issue the financing. Zerby moved, Turgeon seconded, Adopting RESOLUTION NO. 02-002. "A Resolution Providing of the Issuance and Sale of Public Project Revenue Bonds Series 2002 and 2003." . President Love stated this resolution would clearly demonstrate all Boards involved with the Joint Public Safety Facilities project clearly understood actions being taken, and the resolution would also allow for future actions to be able to move the project forward. Motion passed 4/0. 5. OTHER BUSINESS Paul Donna, EDA Financial Consultant with Juran and Moody, then provided the Board with a brief presentatiQn of the features of lease-revenue purchase financing as well as the benefits of bank-qualified tax-exempt obligations. He also reviewed the methodology of the bond sale process being contemplated this evening as a result of previous actions taken by the Board. He discussed the process of bond issuance . and noted similarities and differences between other local municipalities funding mechanisms and the EDA actions taken this evening with regard to the Public Safety Facilities Project. 6., ADJOURN Turgeon moved, Zerby seconded, adjourning the Shorewood EDA Meeting of July 22, 2002, at 11 :01 P.M. Motion passed 4/0. . RESPECTFULLY SUBMITTED, Sally Keefe, Recording Secretary Woody Love, President ATTEST: Craig W. Dawson, Executive Director . c' SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY 5755 CountIy Club Road Shorewood, Minnesota 55331-8926 952.474.3236 FAX: 952.474.0128 MEMORANDUM FROM: DATE: SUBJECT: Excelsior Fire District Board South Lake Minnetonka Police Department Coordinating Committee Shorewood Economic Development Authority Commissioners Craig W. Dawson, Executive DirectoreJ) August 1,2002 ... Architectural Services Agreement with TSP One, Inc. TO: . Negotiations on the Architectural Services Agreement with TSP One, Inc., for the fire and police facilities have fmally been concluded. In fairness, delay in finishing the agreement occurred as the scope of the project and services to be provided by the architect have changed over time, and there was some mix-up in who was to contact whom at what time along the way. The architect and client have been proceeding with services billed at hourly rates, with the cost for these services to be credited in the overall fee for the project. Yeoman's work on the Agreement on the owners' side was performed by Tim Keane, EDA general counsel. Ric Rosow, attorney for the EFD and authorized counsel for the SLMPD on most of the agreements for these facilities, has indicated he would defer to Mr. Keane's experience, expertise, and judgment on the architectural services and general contractor construction management services agreements. . Key Provisions: In summary, the proposed Agreement generally extends and expands the responsibilities and basic services of the architect when compared with the standard agreement form promulgated by the American Institute of Architects (AlA). It also dovetails with the general contractor construction management services approach we have chosen to take, and the agreement for those services. The architect's fee would be the $680,000, or 7.64 percent of an estimated construction cost of $8.9 million ($8.0 million for the EFD West/SLMPD station, and $0.9 million for the EFD East station. This amount is slightly less than what TSP One, Inc., suggested its fee would be -7.75 percent- when the EFD and SLMPD selected TSP One, Inc., for the project. Expenses incurred to date will be credited toward that fee. RECOMMENDATION: Staff recommends that the EFD Board and SLMPD Coordinating Committee approve the Agreement for architectural services with TSP One, Inc. With this approval, it would then be appropriate for the Shorewood EDA Board to approve and authorize execution of the Agreement. 4(:~ 1997 Edition - Electronic Format ~ ,~ AlA Document B 151 - 1997 Abbreviated Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the Fifteenth day of December in the year Two Thousand One (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, address and other infomlation) Shorewood Economic Development Authority (EDA) 5755 Country Club Road Shorewood. Minnesota 55331 and the Architect: (Name, address and other infomlation) TSP One. Inc. 21 Water Street Excelsior. Minnesota 55331 For the following Project: (lndude det8J1ed description of Project) South Lake Minnetonka Public Safety Facilities Two distinct facilities commonly known as the West and East Facilities. West Facility:. Combined Fire Station and Police Station located at 24140 Smithtown Road in Shorewood. Minnesota. The total facility will be approximately 54.000 GSF. with the programmed area approximately 50% Fire and 50% Police. Fire Station will have 6 apparatus bays. and the Police Station will have an indoor parking garage for 10 vehicles. The preliminary space allocation program for the facility is attached as Exhibit A. East Facility: Fire Station only. with 2 apparatus bays. The preliminary space allocation program for the facility is approximately 5600 GSF. and is to be located at the Deephaven City Campus. The Owner and Architect agree as follows. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRON/CALLY DRAFTED AlA DOCUMENT MAY BE MADE BY USING AlA DOCUMENT 0401. . . ARTICLE 1 ARCHITECT'S RESPONSIBILITIES . I :;~7 ;~~UMENT 8151-1997 1.1 The services performed by the Architect, Architect's employees and ArchItect s ABBREVIATED OWNER-ARCHITECT consultants shall be as enumerated in Articles 2, 3 and 12. AGREEMENT 1.2 The Architect's services shall be performed as expeditiously as is consistent with The American Institute of Architects professional skill and care and the orderly progress of the Project. The Architect shall submit for 1735 ~ew York Avenue, N'w. the Owner's approval a schedule for the performance of the Architect's services which may be Washmgton, D~C. 20006-5292 adjusted as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having @ 1974, 1978, 1977, 1987, @ 1997 by The Amencan Institute ot Architects. Reproduction ot the matenal herem or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. User Document: b151.doc -- 811/2002. AlA License Number 1102965, which expires on 2/28/2003. v J jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.3 The Architect shall designate a representative authorized to act on behalf of the Architect with respect to the Project. 1.4 The services covered by this Agreement are subject to the time limitations contained in Subparagraph n.5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION The Architect's Basic Services consist of those described in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services,. and include normal structural, mechanical and electrical engineering services. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall review the program furnished by the Owner to ascertam the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. . 2.2.2 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 5.2.1. 2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or similar conceptual estimating techniques. . 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Docum.ents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate. 2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITHAN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AlA DOCUMENT MAY BE MADE BY USING AlA DOCUMENT D407. I!!!!!!!I 24 CONSTRUCTION DOCUMENTS PHASE 01997 AIACD . . . AlA DOCUMENT B151-1997 2.4.1 Based on the approved DesIgn Development Documents and any further adjustments ABBREVIATED OWNER-ARCHITECT in the scope or quality of the Project or in the construction budget authorized by the Owner, AGREEMENT the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the The American Institute of Architects Project. 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Conditions of the Contract, and the form of Agreement between the Owner and Contractor. Copynght 1974, 1978, 1977, 1987, @ 1997 by The Amencan Institute ot Architects. Reproduction ot the material herein or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: b151.doc -- 2114/2002. AlA License Number 1102965, which expires on 21312003. 2 TII 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. I,. 2.4.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 BIDDING OR NEGOTIATION PHASE The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate of Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibility to provide Basic Services for the Construction PhaSe under this Agreement commences with the award of the initial Contract for Construction and terminates at the earlier of the issuance to the Owner of the final Certificate for Payment or 60 days after the date of Substantial Completion of the Work. THIS DOCUMENT HAS IMPORT ANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRON/CALLY DRAFTED AlA DOCUMENT MAY BE MADE BY USING AlA DOCUMENT D401. 2.6.2 The Architect shall provide administration of the Contract for Construction as set forth below and in the edition of AIA Document MOl, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided in this Agreement. Modifications made to the General Conditions, when adopted as part of the Contract Documents, shall be enforceable under this Agreement only to the extent that they are consistent with this Agreement or approved in writing by the Architect. 2.6.3 Duties, responsibilities and limitations of authority of the Architect under this Paragraph 2.6 shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent will not be unreasonably withheld. . 2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner during the administration of the Contract for Construction. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written amendment. . . 2.6.5 The Architect, as a representative of the Owner, shall visit the site at intervals appropriate to the stage of the Contractor's operations, or as otherwise agreed by the Owner II!!!!!!!I and the Architect in Article 12, (1) to become generally familiar with and to keep the Owner . informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine in .... general if the Work is being performed in a manner indicating that the Work, when fully"'::,... .,: completed, will be in accordance with the Contract Documents. However, the Architect shall = not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect shall neither have control over or charge of, nor be 01997 AIM~ responsible for, the construction means, methods, techniques, sequences or procedures, or for AlA DOCUMENT B151-1997 safety precautions and programs in connection with the Work, since these are solely the ABBREVIATED OWNER-ARCHITECT Contractor's rights and responsibilities under the Contract Documents. AGREEMENT 2.6.6 The Architect shall report to the Owner known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. However, the Architect shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of and shall not be responsible for acts or omissions of the Contractor, Subcontractors, The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 Copynght 1974, 1978, 1977, 1987, C) 1997 by The Amencan Institute ot Architects. Reproduction ot the material herein or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: b151.doc -- 2/14/2002. AlA License Number 1102965, which expires on 2/3/2003. 3 if or their agents or employees, or of any other persons or entities performing portions of the Work. 2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 2.6.8 Except as otherwise provided in this Agreement or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor through the Architect about matters arising out of or relating to the Contract Documents. Communications by and with the Architect's consultants shall be through the Architect. 2.6.9 CERTIFICATES FOR PAYMENT 2.6.9.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. 2.6.9.2 The Architect's certification for payment shall constitute a representation to the AUTHENTICATION OF THISELECTRONlCALLY Owner, based on the Architect's evaluation of the Work as provided in Subparagraph 2.6.5 and DRAFTED AlA DOCUMENT MAY BE MADE on the data comprising the Contractor's Application for Payment, that the Work has BY USING AlA DOCUMENT D401. progressed to the point indicated and that,. to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (1) to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect. . 2.6.9.3 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. . 2.6.10 The Architect shall have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. 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. 2.6.11 The Architect shall 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 shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review 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. Copynght 1974, 1978, 1977, 1987, e 1997 by The Amencan Institute ot Architects. Reproduction ot the material herein or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: b151.doc -- 2/14/2002. AlA License Number 1102965, which expires on 2/312003. 01997 AIM> AlA DOCUMENT B151-1997 ABBREVIATED OWNER-ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 4 (Y 2.6.12 If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Architect shall specify appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional's written approval when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. ~ 2.6.13 The Architect shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Architect as pro'll6ea-ia SubpEH'llgmphs~-aad~ for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are consistent with the intent of the Contract Documents. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. . ... . AUTHENTICATION OF THIS ELECTRONICALLY 2.6.14 The Architect shall conduct mspectlOns to determme the date or dates of Substantial DRAFTED AlA DOCUMENT MAY BE MADE Completion and the date of final completion, shall receive from the Contractor and forward to BY USING AlA DOCUMENT 0407. the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a fmal Certificate for Payment based upon a fmal inspection indicating the Work complies with the requirements of the Contract Documents. 2.6.15 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. 2.6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith. . 2.6.17 The Architect shall render initial decisions on claims, disputes or other matters in question between the Owner and Contractor as provided in the Contract Documents. However, the Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. 2.6.18 The Architect's decisions on claims, disputes or other matters in question between the Owner and Contractor, except for those relating to aesthetic effect as provided in Subparagraph 2.6.17, shall be subject to mediation and arbitration as provided in this Agreement and in the Contract Documents . 1- ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 01997 AIAiII AlA DOCUMENT B151-1997 ABBREVIATED OWNER-ARCHITECT 3.1.1 The services described in this Article 3 are not included in Basic Services unless so AGREEMENT identified in Article 12, and they shall be paid for by the Owner as provided in this Agreement, .. . in addition to the compensation for Basic Services. The services described under Paragraphs 3.2 The Amencan Institute of ArchItects and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If semce& 1735 ~ew York Avenue, N.w. describea -tmdef COHtiRgeBt .\-dditienal Semces -ia Paragraph -:7:3 -are reEJ:l:lired -4-ue -t:e .washington, D.C. 20006-5292 Cifcl:lffi5taace5 beyond 4fte .'\:Fchitect's wHtrol, -Hie Architect -sftall-ft6tify -Hie -Gwftef i3fiel'-t:e- cemmeacmg -sH€ft services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner shall give prompt written notice to the Architect. If the Owner Copynght 1974, 1978, 1977, 1987, @ 1997 by The Amencan Institute ot Architects. Reproduction ot the material herein or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: b15l.doc -- 21l4n002. AlA License Number 1102965, which expires on 2/312003. 5 ()Y indicates in writing that all or part of such Contingent Additional Services are not required, the Architect shall have no obligation to provide those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subparagraph 2.6.5 is required, the Architect shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement, unless otherwise agreed. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN . . . . ATTORNEY IS ENCOURAGED WITH RESPECT 3.2.3 Through the presence at the site of such Project Representatives, the Architect shall TO ITS COMPLETION OR MODIFICATION. endeavor to provide further protection for the Owner against defects and deficiencies in the AUTHENTICATION OF THIS ELECTRONICALLY Work, but the furnishing of such project representation shall not modify the rights; DRAFTED AlA DOCUMENT MAYBE MADE responsibilities or obligations of the Architect as described elsewhere in this Agreement. BY USING AlA DOCUMENT D407. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revisions in drawings, specifications or other documents when such revisions are: . .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; .2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; or .3 due to changes required as a result of the Owner's failure to render decisions in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, the Owner's schedule, or the method of bidding or negotiating and contracting for construction, except for services required under Subparagraph 5.2.5. . 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change II!!!!!.!!I Orders and Construction Change Directives. 3.3.4 Providing services in connection with evaluating substitutions proposed by the ~ Contractor and making subsequent revisions to Drawings, Specifications and other -..;..' _ documentation resulting therefrom. _ 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other 01997 AIACD cause during construction, and furnishing services required in connection with the replacement AlA DOCUMENT B151-1997 of such Work. ABBREVIATED OWNER-ARCHITECT AGREEMENT 3.3.6 Providing services made necessary by the default of the Contractor, by major defects The American Institute of Architects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner 1735 New York Avenue, N.w. or Contractor under the Contract for Construction. Washington, D.C. 20006-5292 3.3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work. COPYright 1974, 1978, 1977, 1987, @ 1997 by The Amencan Institute ot Architects. Reproduction ot the material herein or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: b151.doc -- 2/14/2002. AlA License Number 1102965, which expires on 2/3/2003. 6 (( THIS DOCUMENT HAS IMPORT ANT LEGAL CONSEQUENCES. CONSULTATION WITH AN Providing planning surveys, site evaluations or comparative studies of prospective ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY for DRAFTED AlA DOCUMENT MAY Bt MADE BY USING AlA DOCUMENT D401. 3.3.8 Providing services in connection with a public hearing, a dispute resolution proceeding or a legal proceeding except where the Architect is party thereto. 3.3.9 Preparing documents for alternate, separate or sequential bids or providing services in connection with bidding, negotiation or construction prior to the completion of the Construction Documents Phase. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Pravidiflg 8aalyscs-ef4e Owner's-aeeEls-aREl pFegf8lflmmg4e l'eqHH:em€a!s-ef4:e- Pfejea. 3.4.2 Providing fmancial feasibility or other special studies. 3.4.3 sites. 3.4.4 Providing special surveys, environmental studies and submissions required approvals of governmental authorities or others having jurisdiction oyer the Project. 3.4.5 Providing services relative to future facilities, systems and equipment. 3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.7 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.8 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3.4.9 Pro''lidiBg scm:ees in coanectioa with the 'N(lrk ef 8 caastruetiaa ffill:8ager or seflanRe coasultlli'Hs retained by the OYffler. 3.4.10 Providing detailed estimates of Construction Cost. 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.12 Providing analyses of owning and operating costs. 3.4.13 Providing interior design and other similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services for planning tenant or rental spaces. . . 3.4.15 Making investigations, inventories of materials or equipment, or valuations and el997 AIA~ detailed appraisals of existing facilities. AlA DOCUMENT B151-1997 ABBREVIATED OWNER-ARCHITECT AGREEMENT 3.4.16 Preparing a set of reproducible record drawings showing significant changes in the Work made during construction based on marked~up prints, drawings and other data furnished The American Institute of Architects by the Contractor to the Architect. 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 3.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. CopYright 1974, 1978, 1977, 1987, @ 1997 by The American Institute ot Architects. Reproduction ot the material herein or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without vjolation until the date of expiration as noted below. User Document: b151.doc .. 2/14/2002. AlA License Number 1102965, which expires on 213/2003. 7 if 3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a fmal Certificate for Payment, more than 60 days after the date of Substantial Completion of the Work. 3.4.19 Providing services of .consultants for other than architectural, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. 3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall provide full information in a timely marmer regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. The Owner shall furnish to the Architect, within 15 days after receipt of a written request, information necessary and relevant for the Architectto evaluate, give notice of or enforce lien rights. 4.2 The Owner shall establish and periodically update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. . 4.3 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such designated representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 4.4 The Owner shall furnish surveys to describe physical characteristics, legal limitations and u~ty locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICA TION OF THIS ELECTRONICALLY DRAFTED AlA DOCUMENT MAYBE MADE. BY USING AlA DOCUMENT 0401. 4.5 The Owner shall furnish the services of geotechnical engineers when such services are requested by the Architect. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. .... .... ... ..... . - ..... 4.6 The Owner shall furnish the services of consultants other than those designated in ~ Paragraph 4.5 when such services are requested by the Architect and are reasonably required by the scope of the Project. . 01997 AlAe AlA DOCUMENT B151-1997 4.7 The Owner shall furnish structural, mechanical, and chemical tests; tests for air and ABBREVIATED OWNER-ARCHITECT water pollution; tests for hazardous materials; and other laboratory and environmental tests, AGREEMENT inspections and reports required by law or the Contract Documents. 4.8 The Owner shall furnish. all legal, accounting and insurance. services that may be necessary at any time for the Project to meet the Owner's needs and interests. Such services shall include auditing services the Owner may.require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. Copynght 1974, 1978, 1977, 1987, @ 1997 by The Amencan Institute ot Architects. Reproduction ot the material herein or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: b151.doc -- 2/14/2002. AlA License Number 1102965, which expires on 2/3/2003. The American Institute of Architects 1735 New York Avenue, N.w. Washington, D.C. 20006-5292 8 (rY 4.9 The services, information, surveys and reports required by Paragraphs 4.4 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. 4.10 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service. ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall be the total cost or, to the extent the Project is not THIS DOCUMENT HAS IMPORTANT LEGAL completed, the estimated cost to the Owner of all elements of the Project designed or specified CONSEOUENCES. CONSULTATION WITH AN by the Architect. ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and AUTHENTICATION OF THISELECTRONICALL Y materials furnished by the Owner and equipment designed, specified, selected or specially DRAFTED AlA DOCUMENT MAY BE MADE provided for by the Architect, including the costs of management or supervision of BY USING AlA DOCUMENT 0401. construction or installation provided by a separate construction manager or contractor, phis a reasonable allowance for their overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work. 5.1.3 Construction Cost does not include the compensation of the Architect and the Architect's consultants, the costs of the land, rights-of-way and fmancing or other costs that are the responsibility of the Owner as provided in Article 4- . 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, the preliminary estimate of Construction Cost and detailed estimates of Construction Cost, if any, prepared by the Architect, represent the Architect's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established, the Architect shall be pennitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of .... construction are to be included in the Contract Documents, to make reasonable adjustments in "':;.... _ ..: the scope of the Project and to include in the Contract Documents alternate bids as may be ~ necessary to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. I!!!!!!!!! . 5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry. 01997 AIA~ AlA DOCUMENT B151-1997 ABBREVIATED OWNER-ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 5.2.4 If a fixed limit of Construction Cost (adjusted as provided in Subparagraph 5.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: Copynght 1974, 1978, 1977, 1987, @ 1997 by The Amencan Institute ot Architects. Reproduction ot the material herein or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: b151.doc -- 2/1412002. AlA License Number 1102965, which expires on 2/312003. 9 M .1 give written approval of an increase in such fIxed limit; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Paragraph 8.5; or .4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost. 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, the Architect, without additional compensation, shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the fIxed limit, if established as a condition THIS DOCUMENT HAS IMPORTANT LEGAL of this Agreement. The modifIcation of such documents without cost to the Owner shall be the CONSEQUENCES. CONSULTATION WITH AN limit of the Architect's responsibility under this Subparagraph 502.5. The Architect shall be ATTORNEY IS ENCOURAGED WITH RESPECT entitled to compensation in accordance with this Agreement for all services performed whether TO ITS COMPLETION OR MODIFICATION. or not the Construction Phase is commenced. AUTHENTICA nON OF THIS ELECTRONICALL Y DRAFTED AlA DOCUMENT MAY BE MADE ARTICLE 6 USE OF ARCHITECT'S.INSTRUMENTS OF SERVICE BY USING AlA DOCUMENTD401. 6.1 Drawings, specifIcations and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect to this Project. The Architect and the Architect's consultants shall be . deemed the authors and owners of their respective Instruments of Service and shall retain all common law, statutory and other reserved rights, including copyrights. 6.2 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to reproduce the Architect's Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that the Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. Any termination of this Agreement prior to completion of the Project shall terminate this license. Upon such tennination, the Owner shall refrain from making further reproductions of Instruments of Service and shall return to the Architect within seven days of tennination all originals and reproductions in the Owner's possession or control. If and upon the date the Architect is adjudged in default of this Agreement, the foregoing license shall be deemed tenninated and replaced by a second, nonexclusive license permitting the Owner to authorize other similarly credentialed design professionals to reproduce and, where pennitted by law, to make changes, corrections or additions to the Instruments of Service solely for purposes of completing, using and maintaining the Project. . 6.3 Except for the licenses granted in Paragraph 6.2, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize ~ the Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers to . - reproduce applicable portions of the Instruments of Service appropriate to and for use in their ...._ execution of the Work by license granted in Paragraph 6.2. Submission or distribution of Instruments of Service to meet offIcial regulatory requirements or for similar purposes in . . h th p" be d bl'" d . f h d <<)1997 AIMD connection Wit e roJect 15 not to construe as pu lcatlOn 111 erogation 0 t e reserve AlA DOCUMENT B151-1997 rights of the Architect and the Architect's consultants. The Owner shall not use the Instruments ABBREVIATED OWNER-ARCHITECT of Service for future additions or alterations to this Project or for other projects, unless the AGREEMENT Owner obtains the prior written agreement of the Architect and the Architect's consultants. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. II!!!!!!!!!!I The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 6.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate written agreement set CopYright 1974, 1978, 1977, 1987, @ 1997 by The American Institute ot Architects. Reproduction ot the material herein or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: b151.doc - 2/14/2002. AlA License Number 1102965, which expires on 2/312003. 10 ov forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations or licenses not otherwise provided in ~his Agreement. ARTICLE 7 DISPUTE RESOLUTION 7.1 MEDIATION 7.1.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by arbitration. THIS DOCUMENT HAS IMPORTANT LEGAL 7.1.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters . . be th b d" h' h nl th . all h' CONSEQUENCES. CONSULTATION WITH AN In question tween em y me lation W lC ,u ess e parties mutu y agree ot erwlSe, ATTORNEY IS ENCOURAGED WITH RESPECT shall be in accordance with the Construction Industry Mediation Rules of the American TO ITS COMPLETION OR MODIFICATION. Arbitration Association currently in effect. Request for mediation shall be fIled in writing with AUTHENTICATION OF THIS ELECTRONICALLY the. other party to this Agreement and with the American Arbitration Association. The request DRAFTED AlA DOCUMENT MAY BE MADE may be made concurrently with the fIling of a demand for arbitration but, in such event, BY USING AlA DOCUMENT D401. mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 7.1.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. . 1 7.2 ARBITRATION 7.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to arbitration. Prior to arbitration, the parties shall endeavor to resolve disputes by mediation in accordance with Paragraph 7.1. 7.2.2 Claims, disputes and other matters in question between the parties that are not resolved by mediation shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect. The demand for arbitration shall be fIled in writing with the other party to this Agreement and with the American Arbitration Association. - - 7.2.3 A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be ... .. made after the date when institution of legal or equitable proceedings based on such claim, ~ . . :- dispute or other matter in question would be barred by the applicable statute of limitations. ~ 7.2.4 No arbitration arising out of or relating to this Agreement shall include, by 01997 AlAe consolidation or joinder or in any other manner, an additional person or entity not a party to AlA DOCUMENT B151-1997 this Agreement, except by written consent containing a specific reference to this Agreement ABBREVIATED OWNER-ARCHITECT and signed by the Owner, Architect, and any other person or entity sought to be joined. AGREEMENT Consent to arbitration involving an additional person or entity shall not constitute consent to .. . arbitration of any claim, dispute or other matter in question not described in the written The Amencan Institute of Architects consent or with a person or entity not named or described therein. The foregoing agreement to 1735 ~ew York Avenue, N.W. arbitrate and other agreements to arbitrate with an additional person or entity duly consented Washmgton, D.C. 20006-5292 to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. . Copynght 1974, 1978, 1977, 1987, @ 1997 by The Amencan Institute ot Architects. Reproduction ot the material herein or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: b151.doc -- 2114/2002. AlA License Number 1102965, which expires on 213/2003. 11 (} 7.2.5 The award rendered by the arbitrator or arbitrators shall be fmal, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. 7.3 CLAIMS FOR CONSEQUENTIAL DAMAGES The Architect and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 8. ARTICLE 8 TERMINATION OR SUSPENSION 8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for THIS DOCUMENT HAS IMPORTANT LEGAL te~mination or, at the Archi~ect' s option, cause for susp~nsion ~f performan~e of servic~s under CONSEOUENCES. CONSUL T A TION WITH AN thIS Agreement. If the ArchItect elects to suspend services, pnor to suspensIOn of servIces, the ATTORNEY IS ENCOURAGED WITH RESPECT Architect shall give seven days' written notice to the Owner. In the event of a suspension of TO ITS COMPLETION OR MODIFICATION. services, the Architect shall have no liability to the Owner for delay or damage caused the AUTHENTICATION OF THlSELECTRONlCALL Y Owner because of such suspension of services. Before resuming services, the Architect shall be DRAFTED AlA DOCUMENT MAYBE MADE paid all sums due prior. to suspension and any expenses incurred in the interruption and BY USING AlA DOCUMENT D401. resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. . 8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. 8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days, the Architect may terminate this Agreement by giving not less than seven days' written notice. 8.4 This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. 8.5 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. . 8.6 In the event of termination not the . fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 8.7. 8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly attributable to termination for which the Architect is not otherwise compensated.., plHs an amaHnt far the .\fchitect's amicipatea plant OR the valtJe af the services Ret perfermca by the .\fchitect. 9.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence Copynght 1974, 1978, 1977, 1987, @ 1997 by The Amencan Institute ot Architects. Reproduction ot the material herein or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: b151.doc -- 2/14/2002. AlA license Number 1102965, which expires on 21312003. - oa.;.-.. _. .. -........- - Cl997 AlAI>> AlA DOCUMENT B151-1997 ABBREVIATED OWNER-ARCHITECT AGREEMENT 12 ()I to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. 9.4 To the extent damages are covered by property insurance during construction, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AlA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. THIS DOCUMENT HAS IMPORT ANT LEGAL CONSEQUENCES. CONSULTATION WITH AN 9.5 The Owner and Architect, respectively, bind themselves, their partners, successors, ATTORNEY IS ENCOURAGED WITH RESPECT assigns and legal representatives to the other party to this Agreement and to the partners TO ITS COMPLETION OR MODIFICATION. . I.' . f' AUTHENTICATION OF THIS ELECTRONICALLY su~cessors, asSIgns ~nd lega representatives of suc~ other party. With ~espect to all co~enants 0 DRAFTED AlA DOCUMENT MAY BE MADE thl~ Agreement. NeIther the Owner nor the ArchItect shall assIgn ~hlS Ag.reement Without the BY USING AlA DOCUMENT 0401. wrItten consent of the other, except that the Owner may asSIgn thlS Agreement to an . institutional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall execute all consents reasonably required to facilitate such assignment. 9.6 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. . 9.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. 9.8 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. 9.9 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include. the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. 9.10 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. . ARTICLE 10 PAYMENTS TO THE ARCHITECT 10.1 DIRECT PERSONNEL EXPENSE Direct Personnel Expense is dermed as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. 01997 AIAID AlA DOCUMENT B151-1997 ABBREVIATED OWNER-ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 10.2 REIMBURSABLE EXPENSES Copynght 1974, 1978, 1977, 1987, @ 1997 by The Amencan Institute ot Architects. ReproductIon ot the material herein or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: b151.doc -- 2/14/2002. AlA License Number 1102965, which expires on 2/312003. 13 if 10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; THIS DOCUMENT HAS IMPORTANT LEGAL .4 expense of overtime work requiring higher than regular rates if authorized in CONSEOUENCES. CONSULTATION WITH AN advance by the Owner; ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. .5 renderings, models and mock-ups requested by the Owner; AUTHENTICATION OF THIS ELECTRONIC ALL Y DRAFTED AlA DOCUMENTMA Y BE MADE .6 expense of professional liability insurance dedicated exclusively to this Project or BY USING AlA DOCUMENT 0401. the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants; . .7 reimbursable expenses as designated in Article 12; .8 other similar direct Project-related expenditures. 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An initial payment as set forth in Paragraph 11.1 is the minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Subparagraph 11.2.2. 10.3.3 If and to the extent that the time initially established in Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Subparagraph 11.3.2. . 10.3.4 When compensation is based on a percentage of Construction Cost and any portions _ of the Project are deleted or otherwise not constructed, compensation for those portions of the . Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Subparagraph 11.2.2, based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary :,i, ,:: estimate of Construction Cost or detailed estimate of Construction Cost for such portions of --.;.......;.... the Project. - 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 01997 AlAI! f h hi ' dd" al . d ~ R' b bl E AlA DOCUMENT B151-1997 Payments on account 0 t e Arc tect s A 1110n Semces an lor elm ursa expenses ABBREVIATED OWNER-ARCHITECT shall be made monthly upon presentation of the Architect's statement of services rendered or AGREEMENT expenses incurred. 10.5 PAYMENTS WITHHELD No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 Copynght 1974, 1978, 1977, 1987, @ 1997 by The Amencan Institute ot Architects. Reproduction ot the material herein or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: b151.doc - 2/14/2002. AlA License Number 1102965, which expires on 2/3/2003. 14 ~ 10.6 ARCHITECT'S ACCOUNTING RECORDS Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 An Initial Payment of Zero Dollars ($ 0.00) shall be made upon execution of this Agreement and credited to the Owner's account at final payment. 11.2 BASIC COMPENSA liON THIS DOCUMENT HAS IMPORTANT LEGAL 11.2.1 For Basic Services, as described in Article 2, and any other services included in Article CONSEQUENCES. CONSULTATION WITH AN 12 as part of Basic Services, Basic Compensation shall be computed as follows: ATTORNEY IS ENCOURAGED WITH RESPECT (Insert basis of compensation, including stipulated sums, multiples or percentages, and identify phases to which TO ITS COMPLETION OR MODIFICATION. particular methods of compensation apply, ifnecessary.) AUTHENTICATION OF THIS ELECTRON/CALL Y DRAFTED AlA DOCUMENT MAY BE MADE . Compensation for basic services shall be a fixed fee of $680.000.00. Basic Services BY USINGAJA DOCUMENT D401. provided for the west building prior to the execution of this agreement shall be included in this amount. 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional phases as appropriate.) Schematic Design Phase: Seventeen and 1/2 percent (1LQ %) Seventeen and 1/2 Design Development Phase: percent (1LQ %) Construction Documents Phase: Bidding or Negotiation Phase: Construction Phase: ~ Five Twenty percent (~ %) percent (.5. %) percent (20 %) one hundred percent (100%) Total Basic Compensation: 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 For Project Representation Beyond Basic Services, as described in Paragraph 3-2, compensation shall be computed as follows: Per Hourly Rate Schedule see Exhibit C. . I!!!!!!!!!!I 11.3.2 For Additional Services of the Architect, as described in Articles 3 and 12, other than . (1) Additional Project Representation, as described in Paragraph 3.2, and (2) services included in Article 12 as part of Basic Services, but excluding services of consultants, compensation shall be computed as follows: (Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify employees, ifrequired. Identify specific services to which particular C1997 AlAI! methods of compensation apply, if necessary.) AlA DOCU MENT B 151-1997 Per Hourly Rate Schedule See Exhibit C. ABBREVIATED OWNER-ARCHITECT AGREEMENT 11.3.3 For Additional Services of Consultants, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3419 or identified in Article 12 as part of Additional Services, a multiple of (.t1) times the amounts billed to the Architect for such services. (Identify specific types of consultants in Article 12, ifrequired.) 11.4 REIMBURSABLE EXPENSES CopYright 1974, 1978, 1977, 1987, @ 1997 by The American Institute ot Architects. Reproduction ot the material herein or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: b151.doc -- 2/14/2002. AlA License Number 1102965, which expires on 2/3/2003. The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 15 (y For Reimbursable Expenses, as described in Paragraph 10.2, and any other items included in Article 12 as Reimbursable Expenses, a multiple of (.11) times the expenses incurred by the Architect, the Architect's employees and consultants directly related to the Project. See Also the Reimbursable Rate Sheet Attached Hereto as Exhibit D. 11.5 ADDITIONAL PROVISIONS 11.5.1 If-the~ Services ce't'ered-by-Htis ;\:greement have not !:Jeea completed ./fi.thiH ( ) moaths -ef -the -4He her-eof, through ~ -fa!:tl! -ef -the AcFthitect, eJrtensioa -ef 4fte Ar-chitect' s - services !:Jeyaaa that time shaY !:Je compeasatea as pr&\iaea iH SI:I!:JparagrliflBs 10.).) and ll.).l.. . ,. . THIS DOCUMENT HAS IMPORTANT LEGAL 11.5.2 Payments are due and payable ( ) days from the date of the ArchItect s mVOlce. CONSEQUENCES. CONSULTATION WITH AN Amounts unpaid ( ) days after the invoice date shall bear interest at the rate entered below, or ATTORNEY IS ENCOURAGED WITH RESPECT in the absence thereof at the legal rate prevailing from time to time at the principal place of TO ITS COMPLETION OR MODIFICATION. business of the Architect. AUTHENTICATION OF THIS ELECTRON/CALLY (lnsert rate ofinterest agreed upon.) DRAFTED AlA DOCUMENT MAYBE MADE BY USING AlA DOCUMENT D401. (Usury laws and requirements under the Federal truth in .Lending Act, similar state and local consumer credit laws and other regulations at the OWJJer's and Architect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) . 11.5.3 The rates and multiples set forth for Additional Services shall be adjusted in accordance with the normal salary review practices of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES (Insert descriptions of other services, identify Additional Services induded WJ'thin Basic Compensation BJJd modifications to the payment and compeJJsation temJS liJduded in this Agreement.) 12.1 EXHIBIT 'A' - Combined Fire and Police Space Program (West Facility) 12.2 EXHIBIT 'B' - Supplemental Term and Conditions of Agreement between Owner and Architect is hereby incorporated and made as part of this Agreement as if fully set forth herein. 12.3 EXHIBIT 'C' - 2002 Hourly Rate Schedule 12.4 EXHIBIT '0' - Reimbursable Schedule I!!!!!!!I (Printed n8J11e and title) 997 AlA. AlA DOCUMENT B151-1997 ABBREVIATED OWNER-ARCHITECT AGREEMENT . This Agreement entered into as of the day and year first written above. Shorewood Economic Development Authority OWNER (Signature) Craig Dawson. EDADirector The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 Copynght 1974, 1978, 1977, 1987, @ 1997 by The Amencan Institute ot Architects. Reproduction ot the material herein or substantial quotation of its provisions without written permission of the AlA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: b151.doc -- 2/14/2002. AlA License Number 1102965, which expires on 2/3/2003. 16 Ci EXHl10IT A ~LMfS ~ We:or f~.tJl1Y ~ I ! , "'l:t ...- I .. ! 1 II .. I I .. 'ij ; i I i <1 1:1 I I i < .....r-- '" ~ 0. .0 c:t '" '" -< t;1 ~ ... .,!, I -o:Je "" s 110 {!. i "] N '0 1~ ~ ~~ ~(r. ~ I II i I .- I I : I J '" .. .. :~ .. -.-- '" 00 I I ! I -l .- I .. .. '" '" I 0.0 oooe! .. '" '" !!:= 2! '" ~ s: 00 '" ~;~ ~ co ! DO ... :!: ... :!: ... ... ... ... ... ... ... , I .. e i I < .-. ! I i I I I I i t ! j i ,d." ! -. .f 1 i , , I .3 0 , " ~. ~ .... ~ z Ei-g f .!:l bJl= ~l = .! o '" :e ~ "1:1 0" ~&! ";1 z.:!ll ! i Ei f bJl e ~ ] ~ .s "1:1 i = 0" &! 1. g Cl .. Iroo ~ ol! .. '" .!i :;; II ':~ ...... ..'" ...:I~..... .....'" -Q.- ~~~ L ~ ~ 0 i , I ; ~ ~ ; l! 2! '" '" ~ 00 < ... :: ~ :!: I 11:;1 .... 0 '" !::! 0 ~!:! I~ ~ ~ ~ ~ ~i~ "'!::! - i- ! ! I :l II I~ II i ItJ II .. " e ~ r u~ J, II ... 0 .... , ... ... ! ..!! ~j ~.~ B ~ -5 C ...... 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"" :e ! . ... ... " .:! I i ! -I- i "" ... l ;l ... ~ ! !! 0:1 0:1 "" 11:;; I en !::! ---i. . e-~ 1 ; ~ It.se U g a c s 8,Cl. _~Jt 11!-' ":. ... , ... :: .. 0;. ::l s ~I ~ ~ ~ :! !I .Alle~ ~Za.. 0:1 12 's ~ ~: I ..!.il:~ ..~ en u Z .. t; ..; ;;~I~~ ~==!e- ~ e = t,:l" ~ "I. ... - rM- --.--- ~M S f Ie .. ~ ':l' c..o.~ :3 eEl! ~..< :-~T-,.~-'-;~ l:g ~ I~ -- ~ - . ,\0 _ '_ f") '" 0:1 '" ..; "" "" 0:1 .,; - , i ! i ... "" .. ~ ~ ~! I~ I II ~ I~ I~ Hi- ,"---+ :- III I , llt~J I l.t ; i &;f .2 I .!!! !i ... '.li"3 >. ~ Iii =a ~.g..:g g. 8.3: "fl- l! Cl. U rfiESo ;:JS -w j ~ . ~ I = ~ ~ .!l l: !~ ~ l ~ I~ 5 ~ ~ ~~~ '5~ ~.. ~ a 2' 2' ,a...s ..i 2'~;! 2' a "'l "'l '"' 'iI'" ~.. "= Jj Oil "= a 'il 'il ,..:. G ! 11 ~ ;; ... Il 'il III Ii ....q~ !ill Ii.'" a: :s ~ ;s ~ :~ .. ~ t, ~ -I:r :s"!i ~ ~ I~ ~ ~ All ~ ~ ~ 'l ~ ~ ~ i ': I~ ~ I--- "l: Ooj "l: "l' ... ... ~ - ....:0... -.: "l' _ 1'1: Ooj , j I I i I I _ Ig I i --IT n-~ = 1$ : @ jJ ~ J ~ :1 ~ 'I ~ ] I;~ ! Ii -;; IE! - ,~ i~ 12 0 ~ i 0 i~ 11 It 1-' ~ l; Ii :; ii !~ I~I~I Hi~ I "f:1... ~., j",_ 'I....-..-----r:--r-- -, -, ~ z ,=- I~ I:! I~ I" , 1= I . ... e ;< _0 E o i :5 -5 < .. E o c e ..... II ~ l-t-' j~ I i I !- II 'c;. o U o u S S ~ I~ e e ..... ..... .~ ~ M 1M i ... <;l :e .. 0: '> ~ u :c ... ,> .. e ~ :'! .~ ... " - " e ~ ~ u. g ~ ~.UJ e fl 9 i1i ~'E e 11 !~ i.!! ~ Iii: ct I~ I~ ~ .,; .. . N . ()y Room I No: DepL Room Name ~. Front Office Unisex Toilet (Department access only) ~. -~. A~min ,PoITCe Chief'Offi~'-" - -, -"2 p-:Admin Deputy Chief ~ P. Admiil Patrol Supervisors (Sergeants) "---. ------... 4 P. Admin Investigators Office A, B & C -----s- -'P. Adiii1il'Community Service (CSOs) ---,. Reserve Officers -6-f.-.p~ Admin Isquad Room - . ,Provide storage facility for each officer ; as workstations will be shared Roll Calf 1 Training Room 7 P. Admin - 8 ---:-P:-Admin Small Brcakfoom . , I Locate next to training with door 10 T AdmIO ::~;:::::~ I Observation ~~ AdmiIi' Men's Locker"Room '-I1-~dmin Iwomen,sLockerRoom I 12 P. Admin IWaiting Room 13 P. Admin IMen's Toilet Room 14 P. Admin Women's Toilet Room --1--'---'" '---I' P. Oper IDtox (near Booking)' 2 P. Oper- ~port Garage . ~ Capacity I person Space for 4 chairs at small' conference table Space for 4 chairs at small conference table Four supervisors' in large room One person each 8 officers now (average 10 10 II) workstations, tile cabinets, slorage area, bookshelves S workstations, storage bins, mailboxes, bullectin boards : l6at tabies A V capability Located Idtcbenette on one wall Three 4-persDn rooms (20)-24" wide lockers, toilets, 2 showers - Locate on 1st floor (10)-24" wide lo~ toilets, 2 showers - Locate i on 1st Floor I 'f~iicate on 2nd Floor Locate on 2nd Floor Secure area Comments Underslllted P,ogram .---L-- _ Request to Increose width to mlllch RoU Call Size ~ ADA I compliant ; 12x20 i2Xio 18xl8 Three IOxl2 18x1S- _. 16x30 20x20 12xl4 1 intl!l1l18w In admln lone-way wlobserval/on .t I i mirror glass Intl!l1l18w next to Intox In I between Holdln, or.. Owner Request Owner Request Owner Requesl Owner Requul Owne, Requut AlldltuJnal Space Requuled . 24x2S ADA compliant 16x24 ADA compliant .~-_. 30x28 Area 50 -3- Width 240 140 --- 324 360 324 --- 480 400 lli8 400 o 600 384 o o o o 840 Leagth ..- . Area ...._----_. 80 I +1- jAs Designed 30 o 240 o ..-- -- _. o 140 o 324 01 360 3241 o o 480 0 400 0 264 .---- 96 400 o 180 600 180 o ',--- I 3841 , , o -~120 ~~--_._----- 300 300 1--. :r-- ~I , ----- --- . Room I No: I 3 Dept. P. Oper Room Name Capacity 110 vehicles - Secure area separated by cbain Unk fencing Comments AdditIDnal SPIIC' Requut,d Garage Wash bay, secure area for squads, impound area/stolen vehicles/stolen bicycles & general storage I Booking Room Alcohol and drug testing,; ...._- Separate room for medical screening, mug sbots, fmgerprin~' , similar to Deephaveo interviewing Sallyport (Future) Access to nonsecure area - -_.. f Evidence Processing Area and Property Shelving units by owner _ '. Room provide workstation & Locate next to sallyport garage two 3' wide doors , P. Oper General Storage ROom Sbelving units by owner '~I-' Locate next to garage 1--8" ~P.Oper ,Kennels" ., 2 dog runs 'd;;' 19t:'''1 P.Oper Firearms Rc;om . i::::~~:::'-' 1-10 .. P. ~~. . - ~- Rooms ~~~~~ur bolding) Three 4-person rooms II P.Oper Unisex Toilet 1 person ' . .-... 12 :---p:ope;:--Custodian / Supply Room Not applicable .~,- =" ~Po,.fF'-'- _ ~.. 0__ --- ".===t= - ~ "TOper WorkRm(nexllOlnvestigatorsl._ - .. fliotinprograin __ j -'4+"P. 'Oper 1--- 5 P.Oper , 6 P. Oper 7 - .. I"""....@''''. _L. '---"--. ~ .-C. Share~bbY / Waiting Room' i I Space for 4 chairs in a 16xI6 room ~ Size 120.28 Area 3,360 IOx30 300 5xB 201125 40 -500 --- , I I _._ -----,---.:: ____I 14xl4 '196 4xI6 each 128 12xl2 144 100 SF each 300 10xlO.ADA 100 compliant I , Service sink 80 . .-. 0 .- I Sub-Total 11.138 Net Proll'am Area 3,341 .. ' Total Gross Program Area (police Dept.) 14.479 '--1-' Security at entrance to police station 256 -4- I i Widtb --". . Lengtb Area 1 4896 +/. As Designed 15361 - '-300 0 .....- .-_.. 40 0 i - SOD 0 -, --- .....- ! , I --L I ...-.... 196 0, .. f -. ---L 128 Oi -. 144 ''''-or 300 0 .. 100 0 .......- I j "801 0 ...-- .- J .... - I 1728j 1728 I -- r-- - ... --- Sub-Total 16,153 Net New fmmm.. Am.. .. 4,846 .. - Total .. -. i Gross ~ lI!!&wD.. Att!. 20,999 (Ponce Dept.) .. ------'-: f-. . . -.. >--. . 256 120 5;ois Room No: I Dept. Room Name Capacity Comments IVestibule C. Sharei-Ech l Breakroom No tables in a 1000o. rocale off Training Room Ialcove . .~uL... u n.... "''''''''''' ~. _._ __~,._ I- I c. l Provide sound-rated room divider ~ , May serve as emergency operations b' . center (EOC) and if so, windows must : I be non operable with secure glass ~. c. sliiifeii'Meo (Public AcCesS}--- ----- Public - Program Understated 6+~ Sharel- rwomen(PUblicAcCeSS) .' .PUbIiC' -- - trogramunderstaui . 7 +' C. Shared ...-. 40 lockers;-toilets, 2 ~. showers, l2"x36"xI8" lockers 8' . C. Shared' Women'sLocker Room '--'- 20 lockers, toilets, 2 Locate by Exercise Room showers,12"x36"xJ8" lockers 2 Unlocked vestIbule with phone requested 3 -'-.. ~.- Men's Locker Room Locale by Exercise Room -. -- ~j :: ~::..,,- I J C. Shared Electric Room I Generator outside !-- --'------~ 12 . C. Shared iMechanical Room . !Not applicable 6-8 people Not aPplicable Program Understated Not applicable .Program Understated - Larger room required If roo/ top unlrs are not used l3'c:siIired Communications; Phone, computer server, provide RF shielding It extra soundproofmg Not applicable -----L-._ ""_ . _._.. 14 ! C. Shared Main Data Feed Room - Adjacent 10 Communication Room ~ - C. Sbared ElevalOr, equipment room and smoke -- lobbies R.qulred - Not In -- Program Required. Not In Program - Needed/or multi-lnel building Q: . Size Kitchenette I on one wall; -~"'~ projector with . electrically operated -- scr-- ADA compliant ADA compliant ISx3a ADA compliant 10x!6 1llx20 Provide interface with EOC I ! I Area Width Length Area +/- : As Designed 0 -" --4 ; . f-----_. I loa 100 a ; ~ 1,1(}0 --1---- _1_- 1100 I I 140 - - 350 I I ..- 140 350 I 450 -+--.. 450 300 30a I I , 80 .. I liG 600 -- 600 160 180 200 , ! ISx2a ADA I compliant Program Understated/or IService sink two floors. -Suspended TV with VCR o --I-- -100 -5- . 160 , ; i 110 110 - 0 - 0 .. 80 - 0 I ; 100; 180 I ; I I 01 i 100' I 3201 I 560 100 320. I i -- -- ----_.- . . Room ! ! , No: Dept. Room Name Capaeity Comments Size Area Width Length Area +1- As Designed 16 C. Shared Multi-Purpose Rm. O.mer Request 20x40 0 ; 800 800 ! -.. -..-. . 'Sub- Total 4,206 Sub-Total 6,202 -..- ---I .Net Program Net New i Area Proeram ~ I . Am. 1,262 .- -- 1,861 "--: Total Gross - ----...-.' I I Total , Program r , Area I I (Shared 5,468 I Aw 8,063 Areu) (Shared I " i ,_ ._1__ A~eaS) ! -'--'- .---. -- . Total Groll Total -'- Prlllram Gross tw! i Area ( Fire, Immm.. Poliee" Arg( Shared 34,429 Fire, 47~IS0 I i Areas) Poliee & ; I , Shared ; I I Areas) I I I - I .-i-- I '- -.. . I ....--- ; ., ; I--- .- "0_' .."- - -..- I I --- - "- ~..- -.._- '",_w". I --, I i .6. ~ fxt\{~tTC Principal Project Manager Architect Engineer Interior Designer Engineering Designer Intern Architect Drafting Technician Clerical TSP Hourly Rate Schedule for 2002 $140.00 $80.00 - $115.00 $75.00 - $100.00 $90.00 - $115.00 $55.00 - $90.00 $60.00 - $85.00 $55.00 - $70.00 $50.00 - $65.00 $45.00 - $55.00 . . Or 1=xt#~rr 0 REIMBURSABLE EXPENSES TSP reimbursable expenses that appear on your invoices are based on the following rates. These rates are established by TSP and will be updated semi-annually. PHOTOCOPYING . Vellum Mylar Sepia Color - Bond Glossy 8 1/2 x 11 8 1/2 x 14 11 x 17 $ .10/side $ . 15/side $ .20/side per Square Foot 24x36 30x42 $ .80 $4.80 $ 7.20 .20 1.20 1.80 1.20 7.20 10.50 1.50 9.00 13.20 1.40 8.40 12.25 3.20 19.20 28.00 8 1/2 x 11 11 x 17 $1.50 $3.00 2.00 PRINTINGfPLOTTING Bond - 1 st Set Additional Sets COLOR COPIESfPRINTS Bond Glossy BINDING Plan binding Spec binding (covers & binder) $2.00 3.00 CD $ 7.50 (plus charge for CAD file, etc.) ZIP DISC $15.00 . FACSIMILE $ .25 per page LONG-DISTANCE TELEPHONE Cost plus 10% OVERNIGHT DELIVERY Cost plus 10% POSTAGEIUPS Cost plus 10% ARCHIVE RETRIEVAL FEE $25.00 per project MILEAGE IRS rate MEALS AND LODGING Cost plus 10% SOP/reimb 01 June 2001 MODIFICATIONS B151 - 1997 ABBREVIATED STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ARCI:llTECT The following provisions supplement, modify, change, delete from and add to the provisions of those certain Terms and Conditions of Agreement between the Owner and the Architect ("Conditions") which are apart of that certain Standard Form of Agreement between the City of Shorewood EDA and TSP ONE, Inc. (the" Agreement"). Except as hereby amended, the Agreement and Conditions remain: unaltered and in full force and effect. All reference to Paragraphs, Subparagraphs, and Articles refer to those of the Conditions. All provisions that supplement, modify, change, delete from and add to the Agreement are listed herein as Supplemental Conditions (SC).. Article 1 - Architect's Responsibilities 1.3 . Add the following at the end of Paragraph 1.3: This designation shall be submitted in writing for the Owner's prior approval. Once approved, the designated representative shall not be changed without the Owner's written authorization. 1.4 Delete Paragraph 1.4 in its entirety. 2.1.1 Article 2 - Scope of the Architect's Basic Services Add the following new Subparagraph 2.1.1: The Architect's Basic Services shall also include normal civil engineering services. . In providing estimates of construction cost, the Owner understands that the Architect has no control over costs or the price oflabor, equipment or materials, or over the Contractors' methods . of pricing, and that the estimates of construction costs provided herein are to be made on the basis of the Architect's qualifications and experience. The Architect makes.no warranty, expressed or implied, as to the accuracy of such opinions as compared to bid or actual costs. 2.1.2 Add the following new Subparagraph 2.1.2: 2.1.2 Before performing any Schematic Design services, the Architect shall inform the Owner in writing as to which of the information designated in this Agreement as "Owner-provided" is necessary for the performance of the Architect's services. Upon the request of the Owner, the Architect shall, as a Basic Service, prepare a request for proposal for such services as well as a list of Consultants that the Architect believes to be reputable, competent, and appropriately licensed to perform such work. The Architect shall submit this request and list for the Owner's approval. Upon approval by the Owner, the Architect shall issue the requests to approved Consultants and shall obtain proposals from those Consultants, forwarding the proposals with the Architect's recommendation for selection to the Owner. 2.3.2 Add the following new Subparagraph 2.3.2: 2.3.2 The Architect shall submit to the Owner an estimate of construction cost based on Article 2.3 Design Development. 2.4.3 Add the following new Subparagraph 2.4.3: . The Architect shall submit to the Owner the Construction Cost based on Artic1e'2.4, Construction Documents Phase. This estimate of construction cost shall be submitted at that point that approximately eighty-five percent (85%) of the Construction Documents Phase is complete. 2.4.4 Replace period at end of sentence with a comma and add the following: Including but not limited to requirements for municipal jail facilities, handicapped, Uniform Building Code (UBC), fire safety, life safety, Occupational Safety and Health Administration (OSHA), Emergency Operations Center (BOC), and other standard building documentation 2.4.5 . Add the following new Subparagraph 2.4.5: 2.4.5 Upon the Architect's completion of seventy-five percent (75%) of the Contract Documents Phase of the services, the Architect shall provide to the Owner for the Owner's approval a list of tests or reports that are ,required by the Contract Documents. 2~5.1 Add the following new Subparagraphs to 2.5.1: The Architect shall assist the Owner in the advertising for bids, issuing bid documents, establishing a bidder's list, reviewing product submittals for approval, answering questions about the bid documents, issuing addenda as final modifications to the bid documents, holding a pre- bid conference, assisting at the bid opening, and assisting with review and analysis of the bids. 2. 2.6.1 Replace the words "60 days" in Subparagraph 2.6.1 with "90 days." 2.6.1 Insert the following at the end of Subparagraph 2.6.1: As part of the Basic Services provided by the Architect, during the eleventh'(11th) month after the Date(s) of Substantial Completion, the Architect shall visit the Project to review the Work and shall prepare a report to be issued to the Owner and, at the Owner's direction, to the Contractor indicating outstanding Work to be corrected and warranty issues to be addressed by the Contractor. With the exception of site review and preparation of this report, to the extent that services are required of the Architect for correction or satisfaction of a warranty and such services are requested in writing by the Owner and are not required, in whole or in part, as a result of the Architect's failure to fully perform his services, in whole or in part, such services shall be considered an Additional Service for which the Architect will be reasonably compensated. . 2.6.2 Replace the last sentence of Subparagraph 2.6.2 with the following: Modifications made to the General Conditions, when drafted by persons other than the Architect and incorporated as part of the Contract Documents at the direction of the Owner and against the written recommendation by the Architect to the Owner, shall be enforceable under this Agreement to the extent that they are consistent with this Agreement. The Architect shall not incorporate terms in the Contract Documents (including the General Conditions for Construction) that are inconsistent with this Agreement Unless, after full written' disClosure by the Architect to the Owner of the nature,. scope, and impact of any inconsistency or lack of coordination, such terms are nonetheless demanded in writing by the Owner. The Architect shall perform all duties and obligations that are assigned to the Architect in the General Conditions of the Contract for Construction unless such duties or obligations on the part of the Architect are . expressly waived in this Agreement. 2.6.3 Delete from,Subparagraph 2.6.3 the words ''with consent of the Contractor, which consent will not be unreasonably withheld." 2.6.4 Replace Subparagraph 2.6.4 in its entirety with the following: 2.6.4 See Paragraph 1.3 and Subparagraph 2.6.2. 3. 2.6.5 Delete from Subparagraph 2.6.5 the words "at intervals appropriate to the stage of Contractor's operations" and insert "at least once a week" Delete from Subparagraph 2.6.5 the word "generally," the words "to endeavor. 2.6.6 Add the following to Subparagraph 2.6.6: .' ' However, to the degree that the Architect's negligent conduct or failure to perform result in damages to the Owner, the Architect will be liable for those damages. The term damages as used herein shall not include costs otherwise necessary for completion of the Project or add value or betterment to the Project so as to enrich the Owner. Nothing in this Agreement shall relieve the Architect of liability for the consequences of the failure to perform his services meeting the requisite standard of care as establishe~ in Subparagraph 12.1.3 of this Agreement. . 2.6.8 Add the following after the first sentence: "In those circumstances where Owner has direct communications with Contractor it shall advise Architect of any material communication. 2.6.11 . Subparagraph 2.6.11 is amended to add the following to: 2.6.11 The Architect's review shall not be conducted for the purposes of confirming dimensions or quantities except to the extent that the Contractor has requested the assistance of the Architect to determine certain dimensions because those indicated in the Contract Documents conflict with existing field conditions or because the dimensions in the Contract Documents contain erroneous, inconsistent, or incomplete dimensions for which clarification is needed and can best be supplied by the Architect. 2.6.11.1 Add the following new Subparagraph 2.6.11.1: 2.6.11.1 The Architect shall acknowledge each Contractor-generated Request for Information (''RFf') and promptly issue a written answer to the Contractor and the Owner for each RFI in writing (along with necessary descriptive drawings, specifications, or other documents) with the promptness to avoid unnecessary delay or cost. 2.6.12 Insert the following after "Contract Documents" in line 2, Subparagraph 2.6.12: "and upon written authorization by the Owner" 4. TSP anticipates and Owner agrees that design services or certifications by design. professionals shall be required of the contractor with regard to the following portions of the project: fire sprinkler systems; irrigation systems; HV AC controls; trusses; retaining walls; precast and structural steel stud backup walls. Architect will advise the Owner if other portions of the project may require additional design services or certifications from contractors or subcontractors depending on final design requirements. 2.6.13 Delete the provisions of 2.6.12, and replace them with the following paragraph: The Architect shall prepare Change orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Architect which are consistent with the intent of the Contract Documents, for Owner's approval and execution in accordance with the Contract Documents, at no additional cost to Owner if the Change Order or Construction Change Directive is necessary due to an omission, error, oversight or other act caused by Architect. The Architect may authorize minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are consistent with the intent of the Contract Documents. No Change Order or Adjustment to Contract Sum or Contract rime shall be issued by the Architect without the specific written authorization of the Owner. . 2.6.15 Delete the words "the Owner and," the word "either," and the words "or Contractor" from Subparagraph 2.6.15." 2.6.16 Replace Subparagraph 2.6.16 in its entirety with the following: 2.16.16 Interpretations and decisions of the Architect shall be consistent with the requirements . indicated in or reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. 2.6.17 Delete Subparagraph 2.6.17 in its entirety. 2.6.18 Delete Subparagraph 2.6.18 in its entirety. 2.6.19 Add the following new Subparagraph 2.6.19: 5. . . 2.6.19 The Architect shall give prompt written notice to the Owner if the Architect becomes aware of any material fault, defect, error, or omission in the Project or in the Contract Documents. 2.6.19 Add the following new Subparagraph 2.6.19: 2.6.19 The Architect shall conduct an inspection eleven (11) months after the Date of Substantial Completion for the purposes of determining if the facility is in substantial compliance with the Construction Documents based on observations made by the Architect. The Architect shall notify the Owner of any unfinished or non-conforming work noted during this walk-through observation. 2.6.20 Add the following two new Subparagraphs 2.6.20: 2.6.20 The Architect shall conduct project status and review meetings with the Owner from time to time as may be necessary or requested by the Owner or Architect during the Schematic Design Phase, Design Development Phase, Construction Documents Phase, Bidding or Negotiation Phase. The Architect shall conduct weekly meetings during the Construction Phase Administration of the Construction Contract, for the purpose of keeping the Owner informed of the status of the proJect and se~king Owner approval where required and requested. The Architect shall prepare and distribute in advance of a specific agenda for each meeting. The Architect shall prepare minutes of each previous meeting, to be approved by the Owner, and distribute them with a specific agenda in advance of the next scheduled meeting. The meeting minutes or memoranda shall provide a record of the activities and decisions of the Architect and Owner. 2.6.21 Add the following Subparagraph 2.6.21: The Architect shall verify the Owner's needs and program requirements of the project comparing them to the Space Needs Studies conducted by the Owner, and the previous Architectural consultant, Mjorud Architecture. 2.6.22 Add the following Subparagraph 2.6.22: Architect will cooperate and work with Owner's separate consultants without additional fee. 6. Article 3 - Additional Services 3.1.1 Delete sentence three (3) of Subparagraph 3.1.1 in its entirety and insert the following sentence. in its place: If services under Contingent Additional Services in Paragraph 3.3 are required due to circumstances beyond the Architect's control, the Architect shall notify the Owner in writing and receive the Owner's approval in writing before commencing such services. 3.2.1 Add the following to Subparagraph 3.2.1: The extent of the project representation of the Architect for basic services shall coincide with a date thirty (30) days beyond the Date of Substantial Completion. Other than the inspection eleven (11) months after the Date of Substantial Completion, further project representation . beyond the thirty (30) days for basic services shall be an additional service at the request and approval of the Owner. 3.2.2 Replace the words "edition of AlA Document B352 current as of the date of this Agreement, unless otherwise agreed" in Subparagraph 3.2.2 with the following: the Owner's written authorization for increased Project representation by the Architect. 3.2.3 Delete Subparagraph 3.2.3 in its entirety. 3.3.2 Replace Subparagraph 3.3.2 in its entirety with the following: 3.3.2 Provid41g services necessary to revise documents due to the Owner-approved changes in Project scope or the Owner's Approved Budget.. . . 3.3.3 3.3.3 Add the end of the sentence in Subparagraph 3.3.3: ",other than those made necessary due to circumstances within the control of the Architect." 3.3.7 Delete Subparagraph 3.3.7 in its entirety. 7. 3.4 Delete from Paragraph 3.4 Subparagraphs .1, .9, .16, .20, and in.4 delete all language after: "environmental studies" Article 4 - Owner's Responsibilities 4.4 Delete from Paragraph 4.4 the word "zoning." 4.4 Add the following words to the second sentence in Paragraph 4.4: for sanitary and storm sewer pipes, manholes, and related devices, and for other utilities as can be determined without excavation. . 4.8 Add the following at the end of Paragraph 4.8: The Owner shall provide to the Architect all information related to restrictive covenants, easements, and other limitations on the use of the land and that the Owner is not already providing through the Owner's engagement of Land Surveyors or Geotechnical Engineers. 4.9 Add the following at the end of Paragraph 4.9: . provided that any inaccuracy or lack of completion is not, in whole or in part, the result of any negligence, error, or omission on the part of the Archi~ect. Nothing in this Article shall be construed to require the Architect to affirmatively determine the accuracy of information that is prepared for the Owner by other licensed professionals (e.g., land surveyors, accountants, insurance professionals, attorneys, etc.) who are not engaged directly or whose performance has not been controlled by the Architect. 4.11 If additional "owner-provided" information regarding the site (other than that which is listed in this Article) is needed for complete performance of the Architect' s seivices~ the Architect shall notify the Owner in writing as to exactly what additional information is needed and the Architect's basis for that opinion. Article 5 - Construction cost 5.1.2 5.2.4 Replace Subparagraph 5.2.4 in its entirety with the following: 8. 5.2.4 When the Owner's most recently approved Owner's Approved Budget is exceeded by (1) the Architect's review that is to be provided pursuant to Subparagraph 2.1.1 of this Agreement, (2) any Estimate of Construction Cost, or (3) the bona fide proposed Construction Cost, as determined by bidding or negotiation, the Owner may at its discretion and without other cause (a) approve an increased Owner's Approved Budget, (b) reject the design or Contract Documents - and any bids or proposals submitted by potential Contractors, ( c) direct the Architect to revise the design and/or the Contract Documents to conform to the approved Cost of Construction, (d) revise the program or the scope of Work, or (e) terminate this Agreement per Article 8.5. 5.2.5 Replace Article 5.2.5.itits entirety with the following: Subsequent to the approval of Architect's Design Development documents, if the Owner chooses to proceed under clause 5.2.4.(c) above, or otherwise chooses to revise the Project Scope and quality to reduce construction costs, then the Architect, as an additional service, shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply . with the Owner's Approved Budget. Article 6 - Use of Architect's Instruments of Service Delete Article 6 in its entirety and replaced with the following. Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect to this Proj ect. The Architect and Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service and shall retain all common law, statutory and other reserved rights, including copyrights. The Architect hereby grants to the Owner an unconditional right to use, for any purpose whatsoever, the Instruments of Service and any other documents or electronic media prepared by or on behalf of the Owner for the Project, free of any copyright claims, trade secrets or other proprietary rights with respect to such documents. The Instruments of Service have been prepared for use with this Project only and are not suitable for . use with any other projects of the Owner. In the event Owner, or its contractors or . subcontractors, or.anyone for whom Owner is legally responsible, uses the Instruments of Service for future projects, such use is made at the Owner's risk. Owner shall assume full responsibility and any and allllability for the results of such use, and agrees to waive any and all claims against Architect and Architect's consultants and to release Architect and Architect's consultants from any and all liability arising directly or indirectly from the future use of the Instruments of Service. In addition, the Owner agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless Architect and Architect's consultants from any damages, liabilities or costs, including reasonable attorneys' fees and costs of defense, arising out of or relating to the Owner's use of the Instruments of Service on other projects. Article 7 - Dispute Resolution Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation. as a conditions precedent to the institution of legal or equitable.proceedings 9. by either party. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice of filing deadlines prior to resolution of the matter by mediation or other proceedings. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. In the event that a settlement is not reached through mediation, all other legal or equitable proceedings shall be resolved in the state courts of the State of Minnesota. This mediation requirement is applicable, without limitation, to either party's termination in accordance with Article 8. Article 8 - Termination or Suspension 8.1 . At the end of Paragraph 8.1 the following 8.1 The Architect shall give the Owner thirty-one (31) days' written notice of the Architect's intention to terminate or suspend provision of services. This notice shall specify the Architect's reason(s) for the intended termination or suspension and shall state with specificity the means by which the owner may cure the asserted grievance. 8.2 Replace Paragraph 8.2 in its entirety with the. following: 8.2 Unless otherwise noted herein or indicated in the Project Schedule most recently approved by the Owner, if the Project is suspended by the Owner for more than ninety (90) consecutive days, the Architect shall be compensated for services fully and satisfactorily performed prior to suspension. . 8.4 Replace the words "seven days'" in Paragraph 8.4 with the words ''twenty-one (21) days' ." 8.6 Delete the words "and all Termination Expenses as clefined in Paragraph 8.7" from Paragraph 8.6. .... 8.7 Delete paragraph 8.7 in its entirety. Article 9 - Miscellaneous Provisions 9.3 Delete Paragraph 9.3 in its entirety. 10. 9.5 Replace the second sentence of Paragraph 9.5 with the following: The Architect may not assign hi:s interests or obligations under this Agreement without the written consent of the Owner, which consent may be withheld by the Owner without cause. The Owner reserves the right, upon notice to the Architect, to assign this Agreement to an institutional lender providing financing for the Project or to other persons ready and capable of performing the Owner's obligations under the Agreement. 9.5.1 Add the following new Subparagraph 9.5.1: . 9.5.1 The services provided by the Architect are deemed to be personal services. The Architect shall assign to leadership positions those persons listed at Subparagraph 12.1.5 and its subparts. The Architect shall not make substantial changes to this team without the approval of the Owner. Should circumstances beyond the control of the Architect result in changes to this team, the . Architect shall submit the credentials of the Architect's proposed replacement team member for the Owner's approval, which approval shall not be unreasonably withheld. However, nothing in this clause shall be construed to limit the Owner's rights to terminate the Contract, as provided for in this Agreement. 9.10 Paragraph 9.10 line 2 ~s revised to read "at least 3 days" Article 10 - Payments to the Architect 10.2 10.2.1.1 Delete the words "transportation in connection with the Project" from Subparagraph 10.2.1.1. 10.2.1.5 Add the following phrase to the end ofSubparawaph 10.2.1.5: unless the Owner requests in writing that the production of such renderings, models, and mock- ups be performed by a third party not already contemplated by the parties at the time of this Agreement. .. . . 10.2.1.8 Delete Subparagraph 10.2.1.8 in its entirety. 10.5 Delete Paragraph 10.5 in its entirety and substitute the following: Owner shall review and make payments to Architect as provided in this agreement. In the event Owner disputes some portion of payment sought by the Architect, the Owner shall advise Architect within thirty (30) days of the amounts in dispute and the basis for the dispute. The 11. Owner shall pay all amounts not in dispute, in which case Architect shall not suspend its services. In the event of a dispute regarding payment for the Architect's services, the dispute will be resolved through negotiations or if such negotiations are not successful, through mediation or other proceedings as set forth in Article 7. 10.6 Add the following at the end of Paragraph 10.6: The Architect hereby waives all rights to payment by the Owner for otherwise reimbursable expenses when the expense was incurred more than ninety (90) days before the date on which the Owner receives the invoice from the Architect initially requesting reimbursement for that expense. Article 12 - Other Conditions or Services 12.1.1 . Add the following new Subparagraph 12.1.1: 12.1.1 Complete Professional Services The Architect will provide all professional services for the complete design and documentation of the Project. The Architect agrees that the Basic F~e, as stated in Article 11, represents adequate and sufficient consideration for his provision of professional services (including those of his consulting structural, mechanical, electrical, plumbing, and civil engineers) to design the Project and prepare the documents that are necessary to fully indicate the requirements for construction, the only exceptions to this being (1) the cost of those services that are provided by third parties and that are expressly designated herein as being the "Owner's responsibility" or are "Owner-provided" and (2) the cost of those engineering or consulting services that become necessary as a result of a change in Project scope affecting the Architect and that are the subject of a written agreement between'the Owner and the Architect as limited by the terms of Subparagraph 11.3.2 or 11.3.3 above. . 12.1.4 . Add the following new Subparagraph 12.1.4: 12.1.4 Except with the Owner's written consent after full disclosure by the Architect of all relevant facts, the Archit~t shall not.engage in any activity, or accept any engagement, . employment, interest, or c6~tribution, that could create an appearance of impropriety of business affairs that would compromise of the Architect's professional judgment related to the Project. However, nothing in this Agreement shall be construed as a request by the Owner that the Architect compromise the Architect's professional judgment or act in any improper or illegal way. 12.1.5 Add the following new Subparagraph 12.1.5: 12. 12.1.5 The Architect agrees to provide the following project Team, subject to the express limitations elsewhere in this Agreement. 12.1.5.1 Add the following new Subparagraph 12.1.5.1: 12.1.5.1 The Architect's team includes the following: A. [title] [person] B. [title] [person] C. [title] [person] 12.1.5.2 Add the following new Subparagraph 12.1.5.2: 12.1.5.2 The Consultant's team includes the following: Discipline: [identify] A. . [firm] [person] [title] B. [firm] [person] [title] . 12.1.6 Add the following new Subparagraph 12.1.6:. 12.1.6 Standard of Care The Architect sealing the plans represents he is licensed to practice Architecture as required by law in the State of Minnesota. The Architect agrees to provide professional services that reflect the standards of professional care. If changes in schedule are requested by the Owner or otherwise develop during the course of the Project that would require the Architect to perform with a lesser standard of care in order to meet the schedule, it is solely the responsibility of the Architect to notify the Owner in advance. in writing that such deviation will be required and to provide to the Owner the specific. basis for that opinion. The Architect shall not deviate to a lesser standard of care in the absence of an express written authorization by the Owner. This paragraph shall not be construed to authorize performance by the Architect at a standard of care that is less than that which is required by law or which is expected of Architects practicing under similar circumstances and conditions. . The Architect agrees that the Basic Fee stated in Article 11 ofthis Agreement is adequate and sufficient consideration for his provision of all professional services (including those of his consulting engineers and other consultants) necessary for his complete performance in providing the complete design of the Project as expressed in this Agreement. 13. 12.2.1 Add the following new Subparagraph 12.2.1: 12.2.1 General Insurance The Architect shall maintain all forms of insurance required by law. The Architect shall also maintain insurance coverage for comprehensive genera1liability, automobile liability, and workers! compensation by a carrier satisfactory to the Owner, which carrier shall be licensed to provide such coverage in forms and amounts satisfactory to the Owner. The Architect shall ensure that any and all Consultants engaged or employed by the Architect carry and maintain similar insurance. The Architect and his Consultants shall submit proof of such insurance to the Owner before submittal of the first invoice to the Owner, at the anniversary date(s) of the submittal, and at any time when a material change in coverage, camers, or underwriters occurs. The maintenance in full current force and effect of such coverage shall be a condition precedent to the Owner's obligation to pay under this Agreement. The insurance policies shall incorporate a provision requiring written notice to the Owner at least thirty (30) days prior to any cancellation, nonrenewal, or material modification of the policies. . 12.2.2 . . . . Add the following new Subparagraph 12.2.2: 12.2.2 Professional Liability Insurance In addition to other insurance required by statute or under provisions of this Agreement, the Architect shall, at no additional cost to the Owner, provide professional liability insurance, issued by an insurance carrier approved in advance by the Owner and licensed to provide such coverage in the State of Minnesota, to provide insurance coverage for negligent acts, errors, and omissions by the Architect, his firm, his agents, his employees, and entities for whom the Architect may be liable. The Architect shall provlde a coverage amount not less than r dollars ($ )] per occurrence, with a deductible not exceeding r dollars ($ )] per occurrence. Upon execution oftbis Agreement, and at every date for renewal of that policy, the Architect shall cause a Certificate of Insurance to be issued by an insurance agent licensed in the State of Minnesota. Provision of a valid Certificate of Insurance that meets the requirements of this Agreement is a condition precedent to the payment of any amounts due to the Architect by the Owner. This policy shall remain in effect for the benefit of the Owner at least through any warranty period covering the Project but in no case for less than twelve (12) months after the date ofissuance of the :final Certificate for Payment by the Architect. 12.2.3 . . . Add the following new Subparagraph 12.2.3: 12.2.3 Indemnification 12.2.3.1 The Architect shall indemnify and hold harmless the Owner for all damages, losses, or claims that arise as a result of the breach of this Agreement or the negligence, errors, omissions, or failure to perform by the Architect, his employees, his agents, or his Consultants. The Owner shall indemnify and hold harmless the Architect for all damages, losses or claims by third parties 14. Q)~ v- ~~ '- ,j ~~ ~ ~~ .... <:) <) ~ !8 ~ ~~~ c.:.::~ - ~~~ t- <l '3 .. ~ ~ ;% . that arise as a result of the breach of this Agreement or the negligence, errors, omissions or failure to perform by the Owner. 12.2.3.2 The Architect shall indemnify and hold harmless the Owner for all damages, losses, or claims that arise as a result of the breach of this Agreement or, in whole or in part, of the breach of this Agreement or any implied covenants deemed to be applied thereto, intentional acts, omissions, or other failures to perform by the Architect, his employees, his agents, or his Consultants. SHOREWOOD ECONOMIC DEVELOP:rv.rnNT AUTHORITY TSP ONE,lNC. By: Its: By: Its: 756059.2 . . 15. .. , 1" SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY 5755 Country Club Road Shorewood, Minnesota 55331-8926 952.474.3236 FAX: 952.474.0128 MEMORANDUM FROM: DATE: SUBJECT: Excelsior Fire District Board South Lake Minnetonka Police Department Coordinating Committee Shorewood Economic Development Authority Board Craig W. Dl;lwson, .Executive Director .~ August 1,2002 .. . General Contractor Construction Management Services Agreement with Kraus-Anderson Construction ,Company for Fire and Police Facilities TO: . The EFD, SLMPD, and EDA have selected Kraus-Anderson Construction Company to provide general contractor construction management services for the new fire and police facilities. In order to expedite progress on awarding construction contracts, Kraus-Anderson has begun working with TSP One, Inc. Kraus-Anderson will credit all invoices prior to execution of the agreement for services toward its overall fee. . On the owners' side, the proposed agreement has been negotiated largely by Tim Keane, EDA general counsel. Ric Rosow, attorney for the EFD and authorized counsel for the SLMPD on most of the agreements for these facilities, has indicated he would defer to Mr. Keane's experience, expertise, and judgment on the general contractor construction management services and architectural services agreements. Mr. Keane recommends that the EDA and SLMPD consider approval of the agreement with Kraus-Anderson. with the EDA approving and properly authorizing execution of the agreement when financing for the project is in place. As of this writing, there are a few technical matters that have not been finalized, as Mr. Keane will explain in his memorandum and at the August 6 meeting. Key Provisions: In summary, the proposed Agreement better defines the scope of services to be included under "The Cost of the Work", which is the basis for Kraus-Anderson's two-percent fee. It also caps the costs of other services, with the proviso that they may be revised if warranted.. The agreement also delineates the relationships between the Owner, TSP One, and Kraus-Anderson. Approvals Needed: The EFD and SLMPD boards will need to approve the agreement with Kraus- Anderson, and forward it to the EDA Board for approval and execution. Additionally, under the terms of the 2002 amendment to the SLMPD joint powers agreement, the councils of the SLMPD member cities will also need to approve the agreement: "Each party's Council must approve the terms of the leasing arrangements and the construction contract having been fully advised of the financing and underlying costs for the project prior to the Committee making any binding commitments related to financing or construction of the facility." .1./ . "- General Contractor Construction Manager Services Agreement For EFD and SLMPD Facilities August 1, 2002 Page 2 This agreement with Kraus-Anderson constitutes the construction contract, as it sets the terms under which Kraus-Anderson will perform the services of a general contractor. RECOMMENDATION . Staff recommends that, subject to the approval of the councils of the SLMPD member cities (as well as the Deephaven city council, if deemed preferable): 1) The EFD Board give approval of the Agreement for general contractor construction management services with Kraus-Anderson Construction Company for the new Fire . and Police Facilities, and forward it to the Shorewood EDA for approval and execution when financing is secured; 2) The SLMPD Coordinating Committee approve the Agreement for general contractor construction management services with Kraus-Anderson Construction Company for the new Fire and Police Facilities, and forward it to the Shorewood EDA for approval and execution when financing is secured; and 3) The Shorewood EDA Board approve and authorize execution of the Agreement for general contractor construction management services with Kraus-Anderson Construction Company for the new Fire and. Police Facilities when financing is secured. It is further recommended that the Agreement be forwarded to the city councils following action by the SLMPD Coordinating Committee (and EFD Board), with a recommendation that the city councils approve the Agreement. . 08/01/2002 THU 16:47 FAX 952 474 4477 SOUTH LAKE MTKA POLICE ~~~ CITY OF SHOREWOOD Aug 1 2002 11:14 P.02 ~ 001/002 KENNETH N. POTTS, P.A. Attorney a! Law 51011'.b.i'to.sen Avenue Suite 200 MINNETONKA, :MINNESOTA 55345 1ID-.EPHONE (952) 474-4240 ttUCOPmR (9S2) 474-0987 August 1 ~ 2002 Coordinating Committee C/O Bryan Litsey Chief of Police 810 Ex.celsior Boulevard Excelsior, 'M.N' 55331 . Re: Amendment to Jomt Power in re: New SUv1PD Police Station The obief has requested. that I address the following language of the Third Amend:co.ent to Joint Powers AgreemP.Il.t dated February 13, 2ooi; Each party's Council must approve tht:l ternlS of the leasing arrangements and the construction contract having been fully advised of the :financing and underlying costs of the project prior to the Committee ma(dng and binding commitme:o.ts related to financing or construction of the facility. The leasmg agreements presented to the board for approval between the parties involved:in 1he coIlStr.'uction of the Westside Facility along with the contract entered into with Krause Anderson should be: approved and fOlWard-cd to the respective oity councils foX" their appro'WJ1.. . In regard to the two rem.11l1T'l;nS elEtltJ.ents; the underlying cost is covered by the oap of $5,245,000 with any cost ~ceedin.g that amount requiring expJ:'ess approval of the councils. Finally~ the financing is being satisfied by Shorewood 'BDA. Sincerely, Kexw.eth. N. Potts Attorney for the South Lake Minnetonka. Polioe Department KN:P/sb AGREEMENT made as of the ~8th day of ~ in the year Two Thousand Two (In worr!s, indicate day, month and rear) 41:1 - 7/9/02, Document AIJl/i Mc an AGe Doc Standard Form of Agreeme Owner and Constructio where the Construction Me THE CONSTRUCT and where the Basis of Payment is the and there is no Guaran 1994 Edition - Elect THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES: CONSULTA: COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS Ell DOCUMENT 0401. The 1987 Edition of AIA Document A2()l. General Conditions of the Contract f, general conditions are utilized. . . Portions of this document are derived from AlA Document A.W.. Standard For of the Work Plus a Fee. copyright 1910. 1915. 1951. 1958. 1961, 1963. 1967. 1974- Document 500. @ 1980 by The Associated General Contractors of Ameri ... Document 500 is copyrighted e 1994 by The American Institute of Architects a. substantial quotation of its provisions without written permission of AlA and AGC viol e ufo. '" e Work Plus a ost. ENCOURAGED WITH RESPECT TO ITS MAY BE MADE BY USING AlA ement requires.modificaLion if other . or where the basis of payment is the Cost cts; other portions are derived from AGC t found in AlA Document A1u and AGe e reduction of the mated al herein or . ubject the violator to lega and the Construction Manager: Name and address) Kraus-Anderson Construction Company 525 South Eighth Street Minneapolis. Minnesota 55404 .. BETWEEN the Owner: (Name and address) S or wood Economic D velo 5755 Country Club Road Shorewood. Minnesota 55331 . The Architect is: (Name and address) TSP One Inc. 21 Waters Street Excelsior. Minnesota 55331 ENUE, N.W., WASHING ON, .. 20006-5292. lA DOCUM TAl C c EEMENT - 1994 EDITION - AGC - C> 1994 - THE ASSOCIATED GENERAL , 20006. WARNING: Unlicensed photocopying violates U.S. copyright laws roduced with permission of the AlA and can be reproduced in accordance noted below. expiration as noted below. User Document: lakeminn.aia -- Electronic Format A 131/CMc- 1994 ARTICLE 2 TABLE OF CONTENTS f" ARTICLE 1 GENERAL PROVISIONS 1.1 Relationship 0 f Parties 1.2 General Conditions 1.3 Contract Sum, Contract Time and Changes in the Work Accounting Records CONSTRUCTION MANAGER'S RESPONSIBILITIES Preconstruction Phase Control Estimate and Contract Time Construction Phase Professional Services Unsafe Materials OWNER'S RESPONSIBILITIES Infonnation and Services Owner's Designated Representative Architect Legal Requirements nd MISCELLANE . S Dispute Resolution for the Preconstruction Phase . struction Phase ARTICLE 4 COMPENSATION AND PAY PRECONSTRUCTIONPHAS Compensation Payments ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES Compensation Changes in the W TION OR SUSPENSION tion Prior to the Owner's Approval of the trol Estimate ation Subsequent to the Owner's Approval of Control Estimate .Termination 4.1 4.2 '" . 5.1 5.2 nstruction Manager IS Also the Constructor 1.1 RELATIONSHIP OF PARTIES the Architect in furthering the interests of the Owner. The I;1Struction Manager shall furnish construction . tration and management services and use the ction Manager's best efforts to perform the Project in editious and economical manner consistent with the m ests of the Owner. The Owner shall endeavor to promote harmony and cooperation among the Owner, Architect, Construction Manager and other persons or entities employed by the Owner for the Project. The Constructi confidence e . covenants Manager' EN E, N. ., ASHINGTON, D. .2000 - 292. AlA 0 UM A1 l/CMc EEMENT - 1994 EDITION - AGC - @ 1994 - THE ASSOCIATED GENERAL 20006. WARNING: Unlicensed photocopying violates U.S. copyright laws produced with permission of the AlA and can be reproduced in accordance . noted below. expiration as noted below. User Document: lakeminn.aia - Electronic Forrn.at A 131/CMc-1994 1.2 GENERAL CONDITIONS For the Construction Phase, the General Conditions of the Contract shall be the 1987 Edition of AlA Document A:J.Ol, General Conditions of the Contract for Construction, which is incorporated herein by reference and which shall apply e.xcept as specifically noted in this Agreement. For the .Preconstruction Phase, including Preconstruction Phase activities which proceed concurrently with the Construction Phase, AlA Document A:J.01 shall not apply except as specifically provided in this Agreement. I.f anything in AlA Document A:J.0l is inconsistent with or is modified by this Agreement, this Agreement shall govern. Modifications of AlA Document A:J.Ol by this Agreement shall not apply to Subcontractors except as provided in Paragraph 2.5 of this Agreement. The term "Contractor" as used in AlA Document A201 shall mean the Construction Manager. 1.3 CONTRACT SUM, CONTRACT TIME AND CHANGES IN THE WORK. The Contract Sum is the total Cost of the Work as described' Article 6, plus the Construction Manager's Fee as set forth:m Article 5. The Contract Time is the duration from the date of commencement of the Construction Phase until the date of Substantial Completion. Changes in the Work shall be governed by Paragraph 5.2 of this Agreement and not by Article 7 of AlA Document A:J.01. If, however, the Contract Time has been established in accordance with Clause 2.2.4.5 of this Agreement, adjustments to the Contract Time sh accordance with Article 7 of MA Document A:J.Ol ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBIUTlES The Construction Manager shall perform the services described in this Article. The services to be provided under Paragraphs 2.1 and 2.2 constitute the Preconstruction Phase services. If the Owner and Construction Manager agree, after consultation with the Architect, the Constructio mence before the Preconstruction Phas e both phases will proceed concu 2.1 2.1.1 The Construction M evaluation of the 0 schedule requiremen 0" 2.1.2 CONSULTATION The Constructi~>n Manager with the Architect shall )0 schedule and aUe . e Owner and Architect. Th with the Owner and nd the selec . The Co construction feasi effects of labor .- procurement, factors relat alternative possible ec . ns designed to minimize adverse shortages; time requirements for and construction completion; and ction cost including estimates of aterials, preliminary budgets and 2.1.3 equipmim " occupancy require having occupancy priority, Completion. If preliminary Project sc that previously ap roved schedules agel" shall make recommendations to the tect regarding the phased issuance of cifications to facilitate phased construction phased construction is appropriate for the consideration such factors as economies, ailability of labor and materials, and ciUties. COST ESTIMATES _ wner has sufficiently identified the ProjeP Architect has prepared other basic design ction Manager shall prepare, for the review ct and approval of the Owner, a preliminary cost estimate utilizing area, volume or similar conceptual estimating " techniques. 2.1.5.2 When Schematic Design Documents have been ared by the Architect and approved by the Owner, the ction Manager shall prepare for the review of the ct and approval of the Owner, a more detailed estimate up porting data. During the preparation of the Design Development Documents, the Construction Manager shall update and refme this estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager. ENUE, . ., WAS NG 0, .C. 20006-5292. AlA DOC M A13/C c EEMENT - 1994 EDITION - AGC - 0 1994 - THE ASSOCIATED GENERAL ,20006. WARNING: Unlicensed photocopying violates U.S. copyright laws roduced with permission of the AlA and can be reproduced in accordance noted below. expiration as noted below. User Document: lakeminn.aia -- Electronic Format A l3l/CMc-1994 3 2.1.6 SUBCONTRACTORS AND SUPPLIERS Drawings and Sp Manager shall writing. are at variance, the Construction tify the Architect and Owner in 2.1.5.3 When Design Development Documents have been . prepared by the Architect and approved by the Owner, the Construction Manager shall prepare a detailed estimate with supporting data for review by the Architect and approval by the Owner. . During the preparation of the Construction Documents, the Construction Manager shall update and refme this estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager. 2.1.5.4 If any estimate submitted to the Owner exceeds previously approved estimates or the Owner's budget, the Construction Manager shall make appropriate recommendations to the Owner and Architect. 2.1.9 CONTROL ESTIMATE AND CONTRACT E The Construction Manager shall seek to develop. subcontractor interest in the Project and shall furnish to. the Owner and Architect for their information a list of possible subcontractors, including suppliers who are to furnish materials or equipment fabricated to a special design, from whom proposals will b requested for each principal portion of the Work. T.;, Architect will promptly reply in writing to the Construction ~anager if the Architect or Owner know of any objection to ~~ch subcontractor or supplier. The receipt of such list shall not require the Owner or Architect to investigate the qualifications of proposed subcontractors or suppliers, nor shall it waive the right of the Owner or Architect later to object to or reject any proposed subcontractor or supplier. preliminary Project schedule .3, the Construction Manager e Owner in writing a Control rmation to update . the most Estimate. The Control Estimate -estimated Cost of the Work and s Fee, and is the estimate against 2.1.7 LONG-LEAD TIME ITEMS develop and implement a detailed hat will provide the Owner with timely informa e anticipated total Cost of the Work. The cost control system shall compare the . activities in progress d proposed changes. e Owner in writing at The Construction Manager shall recommend t Architect a schedule for procurement of long-l which will constitute part of the Work as required to Project scMdule. If such long-lead time items are procu the Owner, they shall be procured on terms and conditions acceptable to the Construction Manager. Upon the Owner's approval of the Control Estimate, all contracts for such items shall be assigned by the Owner to the Construction Manager, who shall accept responsibility for su' . ured by the Construction Manager. The . all .edite the delivery of long-lea 2.1.8 EXTENT OF RESP wings and Specifications may not be the Control Estimate is prepared, the ager shall provide in the Control Estimate ment of the Drawings and Specifications by is consistent with the Contract Documents Ie therefrom. Such further development . gs as changes in scope, systems, . , finishes or equipment. The Construction Manag and judgment in the pre: . but does not warrant or line items within such . Owner; including th of Substantial Comple Clause 2.2.4-5 The recomme Construction Manager concerning design subject to the review and approval of the Owner Owner's professional . t the Construction Manager's res gs and Specificatio utes, ordinance the Co Drawings and Specifications, including all ereto and the Conditions of the Contract. A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Control Estimate to supplement the information contained in the Drawings and Specifications. A statement of the estimated Cost of the Work organized by trade categories or systems, and the Construction Manager's fee. .4 A statement of the actual or estimated date of commencement of the Construction Phase and the estimated date of Substantial Completion, with a schedule of the construction documents issuance Electronic Format A 131/CMc-1994 " dates upon which the estimated date of Substanlial Completion is based. .5 A statement as lo whether or not the duration from the stated date of commencement of the Construction Phase to the estimated date of Substantial Completion shall become the Contract Time and be subject 10 the provisions of Article 8 of AlA Document A.20L 2.2.5 The Construction Manager shall meet with the Owner and Architect to review the Control Estimate. In the event that the Owner or Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Control Estimate. When the Control Estimate is acceptable to the Owner, the Owner shall approve it in writing. 2.2.6 Upon the Owner's approval of the Control Estimate, the Contract DocumentS shall consist of (1) this Agreement, (i) AlA Document 1\201 and other documents referred to in tho Agreement, (3) the documents enumerated in Clause 2.2.4 ~ the adjustments described in Clause 2.2.5, and (4 . Modifications issued subsequent to the Owner's approval of the Control Estimate. If anything in the other Contract Documents is inconsistent with this Agreement, this Agreement shall govern. 2.2.7 The Owner shall authorize and cause the Architect to revise the Drawings and Specifications to the e to reflect the agreed upon assumptions and c which the Control Estimate is based. Such and Specifications shall be furnished to . Manager in accordance with schedules agreed to b Architect and Construction Manager. The Co Manager shan promptly notify the Architect and Owner . revised Drawings and Specifications are inconsistent with the. agreed upon assumptions and clarifications. 2.3 CONSTRUCTION PHASE 2.3.1 GENERAL 2.3.1.1 The Construction earlier 0 f: .1 .2 the Owner's Manager to portion of the or own forces, or to issue a p or equipment required for the Work. 2.3.1.3 Prior to Manager's Con"- Proceed, the C be reimburse Owner ma: r's approval of the Construction " e and issuance of a Notice to Manager shall not incur any cost to e Cost of the Work, except as the orize in writing. 2.3.2 ger shall schedule and 'ch the Owner, Architect, Construction . ate Subcontractors can discuss the status Construction Manager shall prepare and meeting minutes. ptly after the OWner's approval of the Construction Manager shall prepare a .th Paragraph 3.10 of AlA Document 's occupancy requirements. tion Manager ~hall provide month- Owner and Architect on the progress ~ e Construction Manager shall maintain a g a record of weather. Subcontractors te, number of workers, Work accomplished, ems encountered and other similar. relevant data as the Owner may reasonably require. The log shall be available to the Owner and Architect. PROFESSIONAL SERVICES nstruction Manager shall not be required to provide onal services which constitute the practice of ecture or engineering, unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Construction Manager has specifically agreed in writing to provide such services. In such event, the Electronic Form.!!t A 131/CMc-1994 5 2.5 UNSAFE MATERIALS ase, the Owner shall furnish the promptness and at the Owner's Construction Manager shall cause such services to be . performed by appropriately licensed professionals. In addition to the provisions of Paragraph 10.1 in AlA Document A2.01, if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance encountered but not created on the site by the Construction Manager, the Construction Manager shall, upon recognizing the condition, immediately stop work in the affected area and report the condition to the Owner and Architect in writing. The Owner, Construction Manager and Architect shall then proceed in the same manner described in Subparagraph 10.1.2 of AlA Document A2.01. The Owner shall be responsible for obtaining the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the. Construction Manager and, in the event such material or substance is. found to. be present, to verify that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Own shall furnish in writing to the Construction Manager a .ArChitect the names and qualifications of persons or entih ho are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Construction Manager and Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Construction Manager or AI . objection to a person or entity proposed by Owner shall propose another to whom th Manager and the Architect have no reasonable 3.1.2 The Owner, u Construction Manager, financing prior to the time to time there request. .Furnishing precedent to commence such servic services may inclu e pits, determinations of soil evaluations of hazardous materials, resistivit . al engineer when Manager. Such est borings, test percolation tests, ground corrosion and tions for anticipating . 'propriale professional ARTICLE 3 .J> OWNER'S RESPONSIBILITIES 3.1 INFORMATION AND SERVICES , mechanical, chemical, air and water for hazardous materials, and other onmental tests, inspections and reports by law. 3.1.1 The Owner shall provide full information in a timely manner regarding the requirements 0 . ding a .program which sets forth the 0 . ts and criteria, including space r flexibility and expandability and systems, and site require services of other consultants when such required by the scope of the Project and ction Manager. ger shall be entitled to rely upon the formation, reports, surveys, drawings Clauses 3.L4-1 through 3.1.4-5, except to Construction Manager knows of any 3.1.3 The Owner shall establish and u budget for the Project, based on Construction Ma contingencies are the resp 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. This ntative shall have the authority to make decisions on f the Owner concerning estimates and schedules, ction budgets, and changes in the Work, and shall such decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. 3.1.4 3.3 ARCHITECT ENU , N. ., AS ION, .. 2000 - 292. A A D C EN A 3 Mc EEMENT - 1994 EDITION - AGC - e 1994 . THE ASSOCIATED GENERAL 20006. WARNING: Unlicensed photocopying violates U.S. copyright laws roduced with permission of the AlA and can be reproduced in accordance noted below. expiration as noted below. User Document: lakeminn.aia - Electronic Format A131/CMc-1994 , , The Owner shall compensate and make payments to the Construe 'tect, from which compensation The Owner shall retain an Architect to provide Basic Services, including normal structural, mechanical and electrical engineering services, other than cost estimating services, described in the edition of AlA. Document B141 current as of the date of this Agreement. The Owner shall authorize and cause the Architect to provide those Additional Services described in AIA Document Bl41 requested by the Construction Manager which must necessarily be provided by the Architect for the Preconstruction and Construction Phases of the Work. Such services shall be provided in accordance with time schedules agreed to by the Owner, Architect and Construction Manager. Upon request of the Construction Manager, the Owner shall furnish to the Construction Manager a copy of the Owner's 3.4 the Architect and al requirements . those ARTlC COMPENSATION AND PAYMENTS FOR 4.1 COMPENSATION 4.1.2 Compensation for Preconstruction Phase gQQgJrom. the dltt:c of !:hi;, t..greemtnt or if the 0 4.1.3 If compensation is based on a multip of the Construction Manager's personnel eng contributions and benefits related thereto, such as holidays, vaCations, pensions and similar contributions an 4.2.1 Payments shall be made monthly following presentation of the Co in proportion to services performed. November 29. e med as the direct salaries cost of their mandatory and customary employee benefits, insurance, sick leave, 4.2 PAYMENTS , invoice and, where applicable, shall be ger's invoice is received by the owne. below, or in the absence thereof, at th (Usury la MIS and requirements under principal pla.ces of business, the location of the or modi5cations, and also regarding requirements such consumer credit laws and other regulations at the OWlJer:r and Contractors . provision. Legal advice should he obtained with .respect to deletions AR FOR CONSTRUCTION PHASE SERVICES struction Phase services as follows: E E, N. ., ASHING ON, D.C. 20006-5292. AlA 0 UMEN A 31/CMc EEMENT - 1994 EDITION - AGC - (Q 1994 - THE ASSOCIATED GENERAL ,20006. WARNING: Unlicensed photocopying violates U.S. copyright laws roduced with permission of the AlA and can be reproduced in accordance noted below. expiration as noted below. User Document: lakeminn.aia -- Electronic Form,at A 13l1CMc-1994 7 5.2.2 Increased costs for the items set forth in Article 6 whi Work, and the Construction Manager's Fee shall be adjusted if . ..2.3 If the Construction Manager receives any drawings, s hich are inconsistent with the Contract Documents, or encounters una . change in the cost, scope or estimated date of Substantial Completion in compa Manager shall promptly notify the Owner and Architect in writing and shall not proceed Wlt instructions are received from the Owner and Architect. e Owner shall pay the Construction e 6 and the Construction Manager's 5.1 COMPENSATION 5.2 CHANGES IN THE WORK 5.2.1 The Owner may, without invalidating the Contract, order consisting of additions, deletions or other revisions. The Architect of AlA Document A201. e general scope of the Contract 'k as provided in Paragraph 7.4 from the Owner or Architect ult in a significant . e Construction further written 5.2.4 If no specmcprovision is made in Subparagraph 5.1.1 for ad'ustment of the Co in the Work, or if the extent of such changes is su will cause substantial inequity to the Owner or the basis of the Fee established for the original in the case of changes s of Subparagraph 5.1.1 e equitably adjusted on 6.1 COSTS TO BE REIMBURSED . n Manager in the proper performance of oject except with prior consent of the LABOR COSTS .1 erform the construction of the Work at the .2 .3 . . rative personnel engaged, at factories, workshops or . n or transportatio als or equipment required for the Work, but only for that houri rates set forth on the attached Exhibit A. .4 or taxes, insurance, contributions, assessments and benefits required by nel not covered by such agreements, customary benefits such as sick ENU, .., HIN ON, D. .200 -5 92. AlA 0 MEN Al l/CMc EEMENT - 1994 EDITION . AGC - e 1994 - THE ASSOCIATED GENERAL 20006. WARNING: Unlicensed photocopying violates U.S. copyright laws roduced with permission of the AlA and can be reproduced in accordance noted below. expiration as noted below. User Document: lakeminn.aia - Electronic Format A 131/CMc-1994 8 . ._.._....~.._.'......,..-.- ....._._._~.......... _ ..._...... . ..... ._.,. ..M__.......... __ ..._..... 6.1.6 .1 .1 Costs, including transportation, of materials and equipment inco 6.1.3 . SUBCONTRACT COSTS Payments made by the Construction Manager to Subcontractors in accordance 6.1.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN .2 Costs of materials described in the preceding Clause 6.1.4J. reasonable allowance for waste and for spoilage. Unused e completion of the Work or, at the Owner's option, shall be such sales shall be credited to the OWner as a deduction fro 6.1.5 COSTSOF OTHER MATERIALS AND EQUIPMENT, .1 Costs, including transportation. installation, mainte machinery. equipment, and hand tools not custo' Construction Manager at the site and fully consumed in if not fully consumed, whether sold to others or retained by the Co Construction Manager shall mean fair market value. rials, supplies, temporary facilities. rkers, which are provided by th~e vage value on such ite . sly used by th .2 .3 Costs of removal of debris from the site. . .4 Reproduction costs, costs of telegrams, facsimile charges, telephone at the site and reasonable petty cas .s That portion of the reasonable travel and subsistence expe traveling in discharge of duties connected with the Work. el,ephone calls, postage and express delivery tion Manager's personnel incurred while . .2 e related to the Work and for which the Construction .3 .4 Fees of testing laboratories for tests than that for which a ent is permitted by CIa ts, except those related to nonconforming Work other .5 particular design, process or product required by the Contract Documents; the f patent or other intellectual property rights arising from such requirement dance with legal judgments against the Construction Manager resulting ade with the Owner's consent; provided, however, that such costs of ENUE, .W., ASHINGTO, D.C. 20006- 9. A A 0 T A13 Mc . EEMENT ." 1994 EDITION - AGC - e 1994 - THE ASSOCIATED GENERAL .20006. WARNING: Unlicensed photocopying violates U.S. copyright laws produced with permission of the AlA and can be reproduced in accordance , noted below. expiration as noted below. User Document: lakeminn.aia - Electronic Format A131/CMc-1994 , .1 Other costs incurred in the performance of the Work if . Construction Manager's Fee and graph 3.17.1 of MA Document A201 legal defenses, judgment and settlements shall not be included in the calcula provided that such royalties, fees and costs are not excluded by the last sentenc . or other provisions of the Contract Documents. .6 Data processing costs related to the Work. .7 Deposits lost for causes other than the Construction Manager's neglige Owner set forth in this Agreement .8 With the Owner's prior written permission, legal, mediation and between the Owner and Construction Manager, reasonably incurre Work. osts, other than Iistruction Manager in the p'er 0 .9 Expenses incurred in accordance with Construction Manager' allowances of personnel required for the Work, in case it is ne ersonnel policy for relocation and temporary living ocate such personnel from distant locations. 6.1.7 OTHER COSTS 6.1.8 EMERGENCIES AND REPAIRS TO DAMAGED 0 _he Cost of the Work shall also indude costs described in Subpa .1 In taking action to prevent threatened damage, injury or loss in case 0 property, as provided in Paragraph 10.3 of AlA Document A20l. .2 In repairing or correcting damaged or nonconforming Work executed by the Cons~ction Manager or the Construction Manager's Subcontractors or suppliers, provided '. sed by the negligence or failure to fulfill a specific responsib ction Manager or the Construction Manager's foremen, eng' managerial personnel of the Construction Manager, or the equately the Work of the Subcontractors or suppliers, and only n is not recoverable by the Construction Manager from insurance, Subcontractors of persons and 6.2 e Cost of the Work, notwithstanding any e Construction Manager to pay such costs, .. 6.1.9 The costs described in Subparagraphs 6.1.i throu provision of AlA Document A201 or other Conditions of the Co unless such costs are excluded by the provisions of Paragraph 6.2. .6.2.1 .1 .2 Expenses oflhe Paragraph 6.1. .3. Overhead at the Construction Manager's principal .1.2.1 through 6.1.2.3. e site office except as specifically provided in .4 on the Construction Manager's capital employed for the .5 .6 ed in Subparagraph 6.1.5.2- to the negligence of the Construction Manager or to the failure of the , " 'ty to the Owner set forth in this Agreemenl. NUE, .W., WASHINGTO, .. 20006-529 . AlA DOCUMEN A13 fCMc EEMENT - 1994 EDITION - AGC - ~ 1994 - THE ASSOCIATED GENERAL . 20006. WARNING: Unlicensed photocopying violates U.S. copyright laws roduced with permission of the AlA and can be reproduced in accordance ,s noted below. expiration as noted below. User Document: lakeminn.aia - Electronic Format A 131/CMc-1994 10 ARTICLE 7 CONSTRUCTION PHASE PAYMENT Subparagraph 6.3.1 shall be credited to the Owner as .7 Costs incurred in the performance of Pre construction Phase Services. .8 Except as provided in Clause 6.1.7.1, any cost not specifically and e.'qlressly desc 6.3 DISCOUNTS, REBATES AND REFUNDS 6.3.1 Cash discounts obtained on payments made by the Construction Man payment, the Construction Manager included them in an Application for Pa (2) the Owner has deposited funds with the Construction Manager with which to the Construction Manager. Trade discounts, rebates, refunds and amou shall accrue to the Owner, and the Construction Manager shall make provisi 6.3.2 Amounts which accrue to the Owner in accordance with the pr a deduction from the Cost of the Work 6.4 ACCOUNTING RECORDS 6.4.1 The Construction Manager shall keep full and detailed financial management under this Contract; the accounting and Owner's accountants shall be afforded access to the Construe receipts, subcontracts, purchase orders, vouchers, memorand shall preserve these for a period of three years after final paym as may be necessary for proper the Owner. The Owner and the ondence, instructions, drawings, . and the Construction Manager quired by law. . 7.1 PROGRESS PAYMENTS .. rtificates for Payment nstruction Manager as 7.1.1 Based upon Applications for Payment su issued by the Architect, the Owner shall make provided below and elsewhere in the Contract D 7.1.2 The period covered by each Application follows: ding on the last day of the month, or as 7.1.3 Provided an Application for Payment is received by make payment to the Construction Manager not later than the last day Architect after the application date fixed above, payment shall be made by receives the Application for PaymenL . 7.1.4 With each Application invoices with check vouche disbursements already made already received by the Co plus (3) payrolls for the pe 7.1.5 Applications fi the period covered by; payment prior to the 7.1.6 each progress payment shall be computed as follows: the tenth day of a month, the Owner shall Application for Payment is received by the than twenty days after the Architect tly cash accounts, receipted invoices ~ or Architect to demonstrate that cas'?' ork equal or exceed (1) progress payments butable to the Construction Manager's Fee; .1 Take the Cost oftbe Work as described in Subpar .2 age of five percent (.5,%). The Construction Manager's Fee shall be computed . ing Clause 7.1.6.1 at the rate stated in Paragraph 5.1 or, if the Construction h, an amount which bears the same ratio to that fixed-sum Fee as the nable estimate ofthe probable Cost of the Work upon its completion. ENUE, .W., ASHINGTON, D.C. 20006-52 . AlA D C MENT A1 1/CMc EEMENT - 1994 EDITION - AGC - e 1994 - THE ASSOCIATED GENERAL ,20006. WARNING: Unlicensed photocopying violates U.S. copyright laws roduced with permission of the AlA and can be reproduced .in accordance noted below. expiration as noted below. User Document: lakeminn.aia .- Electronic Format A 131/CMc-1994 u . .2 Add that portion of the Subcontract Sum properly alloca for subsequent incorporation in the Work or, if approved in advan agreed upon in writing, less retainage offive percent (.5. %). .3 Subtract the aggregate of previous payments made by the Construction Manager to the Subcontr .4 Subtract amounts, if any, for which the Construction Manager for reasons whi required by Subparagraph 7.1.4 or to red by the Owner's. accountants in .3 Subtract the aggregate of previous payments made by the Owner. .4 Subtract the shortfall, if any, indicated by the Construction Manager in the d . substantiate prior Applications for Payment or resulting from errors subse. such documentation. .5 Subtract amounts, if any, for which the Architect has withheld or wi . Contract Documents. 7.1.7 Additional retainage, if any, shall be as follows: 7.1.8 Except with the Owner's prior approval, payments to Subcont Payment shall not exceed an amount for each Subcontractor calculated ; 1 Take that portion of the Subcontract Sum properly alloca completion of each portion of the Subcontractor's Work, the Subcontractor's schedule ofvalues, less retainage of to the Subcontractor for changes in the Work, amou AlA Document A201 even though the Subcontract Su . ded in the Construction Manager's Applications for by multiplying the percentage UlIl allocated to that portion in . mination of amounts to be paid provided in Subparagraph 7.3.7 of e Order. d suitably stored at the site . 'te at a location .The Subcontract Sum is the total a " the Subcontractor's performance 7.1.9 Except with the 0 or equipment which have n by the Owner to the .5 Add, upon Substantial Completion payments to the Subcontractor to on Work and unsettled claims; and, if final co Stiocontractor, add any additional amounts paya 9.10.3 of AlA Document A20l. (If it is intended, prior to SubstantiB! Ccmpletion of the entire WOli . resulting fi'om the percentages inserted in Clauses 701.8.1 and 7.1.8.2 aha provisions for such reduction or limitation.) ient .to increase the total urn, . less amounts, if any. for incomplete materially delayed through no fault of the ontractor in accordance with Subparagraph I to reduce or limit the reta.inage fi'om Subcontractors ed elsewhere In the Contract Documents, insert here tion Manager to the Subcontractor for dvance payments to suppliers for materials 7.1;10 In taking actio accuracy and complete Architect has made Subparagraph 7.1.4 0 Architect has made en account of the Contract. Such accountants acting in the sole interest of the 7.2 onstruction Manager when (1) the Contract has been fully performed by the er's responsibility to correct nonconforming Work, as provided in equirements, if any, which necessarily survive final payment; (2) a final ENUE, N.W., WA I G ON, D.C. 20006-529 . AlA DOCUM N A 311C c EEMENT - 1994 EDITION - AGC - e 1994 - THE ASSOCIATED GENERAL 20006. WARNING: Unlicensed photocopying Violates U.S. copyright laws roduced with permission of the AlA and can be reproduced in accordance noted below. expiration as noted below. User Document: lakeminn.aia - Electronic Format A 131/CMc-1994 12 ........... .............. ..._.._.............___....., ......,....~4....__........_. ...._.:...... .. .2 Subtract amounts, if any, for which the Architect withholds, in wh Subparagraph 9.5.1 of AlA Document A201 or other provisions of the .3 Subtract the aggregate of previous payments made by the Own If the aggregate of previous payments made by the Owner excee Manager shall reimburse the difference to the Owner. .. . 7.2.3 The Owner's accountants will review and report in writ" delivery of the final accounting to the Architect by the Const accountants report to be substantiated by the Constructio, Subparagraph 7.2.1 have been met, the Architect will, within either issue to the Owner a fInal Certificate for Payment with a and Owner in writing of the Architect's reasons for withholding a certi L The time periods stated in this Paragraph 7.2 supersede those stated in Subparagrap 7.2.4 If the Owner's accountants report the Cost of the Work as substantiated by the Construction accounting to be less than claimed by the Construction Manager, the Construction Managershall be entitled to proceed in accor ance with Article 9 without a further decision of the Architect. Unless agreed to otherwise, a de . . .. the disputed amount shall be made by the Construction Manager with. f the Architect's final Certificate for Payment. Failure to make such d mount reported by the Owner's accountants becoming binding on the ted amount, the Owner shall pay the Construction Manager the amoun: . ,y the Construction Manager and the Architect; such final payment te for Payment, or as follows: Application for Payment and a final accounting for the Cost of the Work have been s reviewed by the Owner's accountants; and (3) a final Certificate for Payment has then shall be made by the Owner not more than 30 days after the issuance of the Architect's fi 7.2.2 The amount of the final payment shall be calculated as follows: .1 Take the sum of the Cost of the Work substantiated by the Constru Manager's Fee. accounting within 30 days after Cost of the Work as the Owner's provided the other conditions of report of the Owner's accountants, tify the Construction Manage. A Document A20l 8.1.1 Workers' Camp excess of those require (3) additional covera 8.1.2 Commercial Gen Completed Operations, Contractual Collapse and Underground hazards): ager incurs costs described in Paragraph 6.1 the resolution of disputes, the Owner shall , 'related thereto on the same basis as if such 7.2.5 If,~ubsequent to final payment and at the and not excluded by Paragraph 6.2 (1) to correct nonconfo reimburse the Construction Manager such costs and the Cons costs had been incurred prior to final payment. 8.1 INSURANCE REOUI . During both phases of the Pr Document A201. Such insu urance as set forth in Paragraph 11.1 of AIA ater if required by law: . es-Operations, Independent Contractors' Protective, Products- Property Damage (including coverage for Explosion, Electronic Format A 131/CMc-1994 13 .1 The policy shall be endorsed to have the General Aggregate apply to this Project 0 of at least {) year(s) after either 90 .2 Products and Completed Operations insurance shall be maintained fora m' .' days following Substantial Completion or final payment, whichever is earlier. .3 The Contractual Liability insurance shall include coverage sufficient to Paragraph 3.18, 8.1.3 Automobile Liability (owned, non-owned and hired vehicles) for bod' . $ 5,000.000 Each Accident 8.1.4 Other coverage: (If Umbrella Excess Liability coverage is required over the primary insurance or retenti Liability limits may be attained byindividualpohCies or by a combination of primary poli . verage limits. Commercial General Liabih'ty and Automobile a and/or Excess Liabih'ty policies,) 8.2 INSURANCE REQUIRED OF THE OWNER During both phases' of the Project, the Owner shall purchase subrogation, as set forth in Paragraphs ll,2 and ll,3 of AlA D. following limits, or greater if required by law: . ..2.1 Property Insurance: ~ Deductible Per Occurrence $ NlA Aggregate Deductible 8.2.2 Boiler and Machinery insurance with a limit of: (If not a blanket policy, h'st the objects to be insured.) $ Value of equipment to be installed insurance, including waivers of be written for not less than the 9.1.1 Claims, disput the parties to this connrnencement of solely to the Preconstru Manager or to the Owner's 0 Manager during the Preconstruction Phase mediation or ..by' arbitration. Prior to arbitration, shall endeavor Lo reac . . n. ithful performance of the Contract and ion Manager's usual source and the cost 1 to one hundred percent ( 1QQ.%) of the 8.3 PERFORMANCE BOND AND PA YM 8.3~1. The Construction Manager ~ an payment of obligations arising thereunder. Bon thereof shall: be included in the Cost of the Work. Contract Sum. 8.3.2 The Construction Manager shall deliver the required bonds Work at the Project site. three days before the commencement of any . 9.1 the parties mutually agree otherwise. shall be filed in writing with the other enL and with the American Arbitration and for mediation shall be made within a ter the claim, dispute or other matter in n. In no event shall the demand' for on be made after the date when institution of legal or equitable proceedings based upon such claim, dispute or other matter in question would be barred by the applicable sLatute of limitations. Any claim, dispute or other matter in question not by mediation shall be decided by arbitration in ance with the Construction Industry Arbitration Rules of erican Arbitration Association currently in effect, unless the parties mutually agree otherwise. 9.1.4 Demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Electronic Format A 131/CMc-1994 14 Arbitration Association. A demand for arbitration may be made concurrent with a demand for mediation and shall be made within a reasonable time after the claim, dispute or other matter in question has \lrisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based upon such claim, dispute or other matter in questioll would be barred by the applicable statute of limitations. 9.1.5 No arbitration ansing out of or relating to this Agreement shall include, by consolidation or joinder or in any other manner, the Architect, the Architect's employees or consultants, except by written consent containing specific reference to this Agreement and signed by the Architect, Owner, Construction Manager and any other person or entity sought to be joined. No arbitration shall include, by consolidation or joinder or in any other manner, parties other than the Owner, Construction Manager, a separate contractor as described in Article 6 of AlA Document A:201 and other persons substantially involved in a common question of fact or . law whose presence is required if complete relief is to b accorded in arbitration. No person or entity other than t Owner or Construction Manager or a separate contractor described in Article 6 of AIA Document A201 shall be included as an original third parly or additional third parly to an arbitration whose interest or responsibility is insubstantial. Consent to arbitration involving an additional person or entity shall not constitute agreement to arbitration of a dispute not described in such consent or with a person or entity not named or described therein. The foregoing agreement to.. . other agreements to arbitrate with an additio entity duly consented to by parties to this Ag , specifically enforceable under applicable la having jurisdiction thereof. . 9.1.6 Th'e award rendered by the arbitrator or arbitr shall be final. and judgment may be entered upon it in accordance with applicable law in any courl having jurisdiction thereof. 9.2 DISPUTE RESOLUTION FOR CONSTRUCTION PHAS. . 9.2.1 Any other claim, dis arising out of or related to shall be settled in accordan A201, except that in addi parties shall endeavor accordance with the Co the American Arbitra . the parties mutually under this Paragraph sh provisions of Subparagraphs 9.1.2 an 9.3 OTHE~ PROVISIONS 9.3.1 Unle Agreement edition 0 Contra 9.3.2 This Contrac documents . entire and ." Constru represen Agree bybo any with des this Agreement and the other erein by reference, represents the ween the Owner and the . or negotiations, This r and Constructi corporated into this Agreem ment, this Agreement shall govern. NERSHIP AND USE OF DOCUMENTS s and other documents prepared by furnished to the Construction respect to this Project. They the Construction Manager, actors or suppliers on other his Project outside the scope of the written consent of the Owner and Manager, Subcontractors, SUb.- limited license to us e Drawings. y the Architect their Work under be accessible to Construction Manager respectively bind arlners, successors, assigns and legal ther party hereto and to partners, at representatives of such other party agreements and obligations containe.d ts. Neither party to the Contract sh a whole without written consent of th y attempts to make such an assignment nt, that party shall nevertheless remain for all obligations under the Contract. ARTICLE 10 TERMINATION OR SUSPENSION TERMINA nON PRIOR TO THE OWNER'S APPROVAL OF THE CONTROL ESTIMATE Prior to the Owner's approval of the Control Estimate, ,. wner may terminate this Contract at any time without cause, and the Construction Manager may terminate this Contract for any of the reasons described in Subparagraph 14.1.1 of AlA. Document AlOI. The provisions of Article 14 of AlA Document A20l do not otherwise apply to this Paragtaph 10.1. Electronic Format A l31/CMc-1994 I' - 10.1.2 If the Owner or Construction Manager terminates this Contract pursuant Lo this Paragraph 10.1 prior to commencement of the Construction Phase, the Construction Manager shall be equitably compensated for Preconstruction Phase Services performed prior to receipt of notice of termination; provided, however, that the compensation for such services shall not exceed the compensation set forth in Subparagraph 4.l.l. 10.1.3 If the Owner or Construction Manager terminates this Contract pursuant to this Paragraph 10.1 after commencement of the Construction Phase, and prior to the Owner's approval of the Control Estimate, the Construction Manager shall, in addition to the compensation provided in Subparagraph 10.1.2, be paid an amount calculated as follows: .1 Take the Cost of the Work incurred by the 'Construction Manager. .2 Add the Construction Manager's Fee computed upo ' the Cost of the Work to the date of termination at t rate stated in Paragraph 5.1 or, if the Construction .- Manager's Fee is stated as a fi..xed sum in that Paragraph, an amount which bears the same ratio to that fLxed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion. . .3 Subtract the aggregate of previous pa the Owner on account of the Constru . The Owner shall also pay the Constructio compensation, either by purchase or rental at the Owner, for any equipment owned by the Cons Manager Which the Owner elects to retain and which is otherwise included in the Cost of the Work under Clause 10.1.3.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments r . Article ~o, execute and deliver all such pa ps, . cluding the legal assignment contractual rights of the Cons may require for the purpose rights and benefits of the subcontracts or purchase 0 Subcontracts, purchase into by the Constru . approval prior to the shall contain provisio described above. If the Owner Owner shall reimburse or indemnify the with respect to all costs arising under the subcontract, order or rental a been reimbursab . been termina assignment agreement had this Manager rental Mana Man xcept those which would not have :"f the Work if the contract had nol Owner elects not to accepl the ntract, purchase order or rental ve constituted a Cost of the Work inated, the Construction rchase order or ction er's approval of the Control e terminated as . provided in of AlA Document A20l. The AlA Document. A201 do nol raph 10.2. ch termination by the Owner, the Manager shall not exceed ld have been .1.2 and 10.1.3 of ay be awarded lo the entitled to rec this Agreement, less any c the Owner pursuant to Paragraph by the Construction onstruction Manager aphs 10.1.2 and 10.1.3 of struction Manager's Fee the Work had been fully completed by ager, including a reasonable estimate of for Work not actually completed. n to the Owner's right to terminate this se as provided in Subparagraph 142.1 of AlA Owner may terminate this Agreement e, the Construction Manager shall be graph 10.2.3. seeking termination shall give the other itten notice. The Work may be suspe~ded by the Owner as provided in Article 14 of AlA Document A201j in such case, the associated crease in costs shall become part of the Cost of Work, and the ction Manager's Fee shall be adjusted in accordance agraph 5.L ARTICLE 11 OITlONS AND SERVICES ENUE, .W., WASHINGT , ..2000 -5292. AlA COCUM A c EEMENT - 1994 EDITION - AGC - <0 1994 - THE ASSOCIATED GENERAL .,20006. WARNING: Unlicensed photocopying violates U.S. copyright laws produced with permission of the AlA and can be reproduced in accordance s noted below. expiration as noted below. User Document: lakeminn.aia -- Electronic Format A l3l/CMc-1994 ... I\lTEST: By: This Agreement entered into as of the day and year first written above. OWNER SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY By: 0.1.: o.le: . . E ,N.W., AS INGTON, D.C. 20006- 9. AlA D A IC c EEMENT - 1994 EDITION - AGC - @ 1994 - THE ASSOCIATED GENERAL .20006. WARNING: Unlicensed photocopying violates U.S. copyright laws roduced with permission of the AlA and can be reproduced in accordance noted below. expiration as noted below. User Document: lakeminn.aia -- Electronic Form,at A l3l/CMc-1994 11 . . SHOREWOOD ECONOlVIIC DEVELOPMENT AUTHORITY Construction Manager's Supervisory and Administrative Labor Rates Personnel Exhibit "A" Houri V Rate Project Director Preconstruction Manager and Project Manager ProjectSuperinrendent ClericauAccounting Safety Director In Fee $60.00/hour $60.00/hour $25.00/hour $55.00/hour Page 1 of 1 SHOREWOOD ECONOMIC DEVELOPl\1ENT AUTHORITY Equipment Rental Rates Exhibit "B" Item Month Week Day Hour Air Compressor - Small 100.00 35.00 12.00 Air Compressor - 160 - 185 CFM 417.00 140.00 47.00 Air Conditioner 40.00 13.00 5.00 Air Drill . 30# 105.00 35.00 12.00 50# 125.00 42.00 14.00 Air Hose (per 50 Lineal Feet) 24.00 10.00 4.00 Air Jackhammer 35# 75.00 23.00 8.00 60# 100.00 35.00 12.00 90# 120.00 40.00 13.00 ... Air Nailer Head 40.00 13.00 5.00 Aligning Brackets (Turnbuckles) 2.00 .50 .15 . First Week After First Week Aluminum Scaffold Plank 2.50 1.50/wk ATV Yamaha 450.00 150.00 .. 50.00 . Back Pack Blower 35.00 12.00 5.00 Baker Scaffold 40.00 13.00. 5.00 Bander. w/Crimper 25.00 9.00 3.00 Barricade (Concrete) 35.00 12.00 5.00 No Operator No Operator No Operator W/Operator Booin Truck 1,615.00 561.00 187.00 75.00 Boring Jig 30.00 10.00 4.00 Brackets : Bowman 1.50 Gang Form 1.50 Scaffold 1.50 1 of 10 SHOREWOODECONONllCDEVELOPMENTAUTHOIDTY Equipment Rental Rates Exhibit "B" Item Month Week Dav Hour Carpet Puller 450.00 150.00 50.00 Casters, Scaffold 3.50 Chain Fall- Com-A-Long 30.00 10.00 4.00 . Chipmate 60.00 20.00 7.00 Chipping Hammer: Air 100.00 35.00 12.00 AirVon-Arx 50.00 17.00 5.00 Electric 170.00 55.00 20.00 Kango 212.00 78.00 19.00 60 lbs. electric 170.00 55.00 20.00 Column Clamps (DesLaurier Sawtooth) 1.50 Concrete Bucket: 1/4 and 1/2 Cubic Yard 110.00 . 37.00 12.00 3/4 Cubic Yard 120.00 40.00 14.00 1 Cubic Yard 245.00 50.00 17.00 1 - 1/2 Cubic Yard 160.00 53.00 18.00 . 2 Cubic Yard 245.00 80.00 26.00 3 Cubic Yard 390.00 130.00 43.00 Curb Forms: 4" (10' Length) 3.00 6" (10' Length) 4.00 8" (10' Length) 5.00 12" (10' Length) . 6.00 Curb Forms Complete B6-12, B6-18 & B6-24 (Inc. Plates and D-Stakes) 2.oolLF .75/LF Cutting Torch (Complete) 175.00 75.00 29.00 w/Cart 60.00 20.00 10.00 Door Bench 35.00 12.00 5.00 Door Boring Jig 30.00 10.00 4.00 Door Hanging Kit 60.00 20.00 7.00 2 of 10 SHOREWOODECONOMITCDEVELOPMENTADrHOIDTY Equipment Rental Rates Exhibit "B" Item Month Week Dav Hour Drill: 3/8" 30.00 10.00 4.00 1/2" 35.00 12:00 5.00 3/4" 35.00 12.00 5.00 Drill Press 75.00 23.00 8.00 . Dump Truck W IOperator 55.00 Fan, Pedestal 30.00 10.00 4.00 Fan, Box 40.00 13.00 5.00 Floor Scrubber 120.00 45.00 15.00 Gang Box-Metal 25.00 9.00 3.00 ... Gas Tank w/Stand 60.00 20.00 10.00 Gater (John Deere) 450.00 150.00 50.00 Generator: To3KW 190.00 64.00 21.00 3-5 KW 220.00 73.00 24.00 . 5KW 275.00 90.00 30.00 15KW 700.00 234.00 78.00 Georgia Buggy: Minneapolis 30.00 10.00 5.00 Grinder: Angle 35.00 10.00 4.00 Bench 35.00 10.00 4.00 Body 35.00 10.00 4.00 Floor 270.00 90.00 30.00 Grout Pump 75.00 23.00 8.00 Heater: Sally Heater 40.00 13.00 5.00 Universal & Jet 240.00 80.00 26.00 Air Heater, Inc. 425.00 140.00 50.00 LP Gas Hose: 1/2" (Per Lineal Foot) .01 I" (per Lineal Foot) .015 .3 of 10 SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY Equipment Rental Rates Exhibit liB" Item Month Week Day Hour Hilti Gun: Hammer DX-100 20.00 7.00 3.00 Automatic 35.00 9.00 4.00 Hilti Hammer Drill: TM-7 30.00 10.00 4.00 . TE-17 40.00 13.00 5.00 TE-52 40.00 13.00 5.00 TE-60 45.00 15.00 6.00 TE-72 45.00 15.00 6.00 Battery 75.00 23.00 8.00 Hoist: . Coffmg Hoist., Electric 175.00 50.00 17.00 Impact Wrench: ... 112" 30.00 10.00 4.00 3/4" 35.00 12.00 5.00 Jack Hammer E1ec. 60# 170.00 55.00 20.00 J obnson Bars 30.00 10.00 4.00 . Kelly Panels 8.00 Laser: Laser-Line 250.00 85.00 30.00 Level 435.00 .200.00 64.00 Level wrrripod . . .. 80.00 35.00 20.00 Topcon 90.00 40.00 20.00 Lift: Bobcat-Gas or Diesel 1,020.00 400.00 102.00 55.00 w/oper. . Waldon 950.00 340.00 115.00 55.00 w/oper. White 822.00 274.00 91.00 Light Stands 55.00 18.00 7.00 Maginniss Generator 350.00 116.00 38.00 Maginniss Vibrator 205.00 68.00 33.00 .4 of 10 SHOREWOODECONONUCDEVELOPMENTAUTHORITY Equipment Rental Rates Exhibit "B" 5 of 10 SHOREWOODECONONUCDEVELOPMENTAUTHOIDTY Equipment Rental Rates Exhibit "B" Item Month Week Dav Hour Pump, Water (IntakeIDischarge Hose Not Included) 143.00 48.00 16.00 2" Gas 150.00 50.00 17.00 2" Trash 170.00 57.00 19.00 Flygt 2" Submersible Electric 25.00 9.00 3.00 . Sump: 1 1/4" 30.00 10.00 4.00 11/2" 40.00 14.00 7.00 2" Pump Hose: 3" Discharge-25 LF 38.00 12.00 5.00 3" Discharge-50 LF 52.00 17.00 7.00 2" Discharge-25 LF 25.00 10.00 4.00 2" Discharge-50 LF 39.00 13.00 6.00 1 1/2" Discharge-25 LF 28.00 10.00 4.00 &50 3" Suction-l0 LF 45.00 16.00 6.00 2" Suction-lO LF 38.00 12.00 5.00 11/2" Suction-l0 LF 20.00 7.00 3.00 Radio: Repeater 150.00 65.00 22.00 . Johnson 100.00 34.00 12.00 Motorola 150.00 67.00 20.00 Router 35.00 12.00 5.00 Rubbish Box 35.00 12.00 5.00 Rubbish Cart 35.00 12.00 5.00 Rubbish Chute (Hoppers) 18.00 6.00 3.00 Rubbish Chute (Sections) 12.50 4.00 2.00 6 of 10 SHOREWOOD ECONOMIC DEVELOPl\1ENr AUTHORITY Equipment Rental Rates Exhibit fiB" 7 of 10 SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY Equipment Rental Rates Exhibit "B" Item Month Week Dav Hour ScabbIer 800.00 270.00 90.00 Scarifier: Walk-Behind 1,200.00 130.00 50.00 Hand 90.00 30.00 10.00 . Screw Gun 35.00 12.00 5.00 Sheetrock Cart 35.00 12.00 5.00 Snow Plowing-Truck & Man 55.00 Snow Plowing-Bobcat & Man 50.00 Survey Chain 35.00 12.00 -5.00 Survey Rod 25.00 9.00 4.00 . Sweeper (Battery Powered) 675.00 225.00 75.00 Swing Stage-Complete 450.00 150.00 50.00 Aluminum Plant 63.00 21.00 7.00 One Man Basket 270.00 90.00 30.00 . Tamper: Plate 250.00 84.00 28.00 Pogo 150.00 50.00 17.00 Tanners Gas Reservoir: 1/2 Gallon 25.00 9.00 4.00 - 2 Gallons 35.00 12.00 5.00 Tap Gun 30.00 10.00 4.00 Taping Machine 25.00 9.00 4.00 Template, Door 30.00 10.00 4.00 Theodolite wtrripod 300.00 85.00 25.00 Theodolite Eye Piece 35.00 12.00 5.00 Tower Crane Logo Light 200.00 65.00 22.00 8 of 10 SHOREWOOD ECONOJ.\.1IC DEVELOPMENT AUTHORITY EQuipment Rental Rates Exhibit "B" 9 of 10 ." SHOREWOOD ECONOl\1IC DEVELOPMENT AUTHORITY Equipment Rental Rates Exhibit "B" Item Month Week Day Hour Vacuum Cleaners - Wet & Dry Shop 25.00 7.00 3.25 V acuum.;.Carpet 25.00 7.00 3.25 Vacuum Commercial Carpet 100.00 35.00 12.00 . Vibrator (Electric) 144.00 51.00 17.00 Welder: Gas Powered 294.00 98.00 31.00 Buzz Box 25.00 8.00 4.00 Wheelbarrow 20.00 7.00 3.00 Well Wheel 14.00 5.00 2.00 ,~ . 10 of 10 THE AMERICAN INSTITUTE o F ARC HIT E C T S AlA Document A201 General Cond~tions of the Contract for Construction THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS MODIFICATION . 1987 EDITION TABLE OF ARTICLES 1. GENERAL PROVISIONS 8. TIME 2. OWNER 3. CONTRACTOR 4. ADMINISTRATION OF THE CONTRACT 5. SUBCONTRACTORS 6. CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 9. PAYMENTS AND COMPLETION 10. PROTECTION OF PERS~NS AND PROPERTY. 11. INSURANCE AND BONDS 12. UNCOVERING AND CORRECTION OF WORK . 13. MISCELLANEOUS PROVISIONS .7. CHANGES IN THE WORK. .. 14. TERMINATION OR SUSPENSION OF THE. CONTRACT This document. has been approved and endorsed by the Associated General ContIXtors ?f Ameri~ Copyright 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1970, 1976, @1987byTheAmetiCl1lInstituteofArchitects,'1735 New York Avenue, N.W., WashingtOn, D.C., 20006. Reproduction of the material herein or subSClI1tial quotation ofits provisions without written permission of the AlA. violates the copyright laws of the United States and will be subject to legal prosecutions. m CAUTION: You should use an original AlA document which has this caution printed in red. ~ An original assures that changes wi.1I not be obscured as may occur when documents are reproduced. AlA DOCUMENT A201. . GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION. FOURTEENTH EDITION AlA'" · @1987THEAMERICANINSTITlJTEOFARCHITECTS. 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 A101-1981 1 WARNING: Unlicensed Dhotocoavlna vfolatR." II.!,; r.nnvrlnht I....... _I.. ..""u".,,ttn I_I ............dIn.. . Acceptance of Nonconforming Work. . . . . . . . ./9.6.6,9.9.3,12.3 Acceptance of Work ........... 9.6.6,9.82,9.9.3,9.10.1,9.10.3 AccesstoWork........................... 3.16,6.2.1,12.1 Accident Prevention .. . . . . . . . . . . . . . . . . .. . . . ... .... 4.2.3,10 Acts and Omissions ... 3.2.1,3.2.2,3.3.2,3.12.8,3.18,42.3,4.3.2, 4.3.9,8.3.1,10.1.4, 10.2.5, 13.4.2, 13.7, 14.1 Addend:i . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .. . . .. 1.1.1,3.11 Additional Cost, ClaimsJor . . . . . . . .. 4.3.6,4.3.7,4.3.9,6.1.1,10.3 Additional Inspections and Testing. . . . , .. 4.2.6,9.8.2,12.2.1,13.5 Additional Time, Claims for. . . . . . . . . .:. .. 4.3.6,4.3.8,4.3.9,8.3.2 ADMINISTRATION OF THE CONTRACT ... . . .. 3.3.3,4,9.4,9.5 Advertisement or Invitation to Bid. . . . . . . . . . . .... . . . . . . . . .' 1.1.1' Aesthetic Effect. . . . . . . . . . . . . . . . . . . . . . . . . . . . . ., 4.2.13, 4.5.1 Allowances ..:......... . .. . . . . . . . . . . . . . . . . . . . . . . . . .. 3.8 All-risk lnsur:Ince. . . '" . .. . . . . . . . . . . . . . . . . .. . . . . ., 11.3.1.1 ApplicationsforPayment .. 4.2.5,7.3.7,9.2,9.3,9.4,9.5.1,9.6.3, 9.8.3,9.10.1,9.10.3,9,10.4,11.1.3,14.2.4 Approvals. . .. 2.4,3.3.3,3.5,3.10.2,3.12.4 through 3.12.8, 3.18.3, . 4.2.7,9.3.2, 11.3.1.4, 13.4.2, 13.5 Arbitration. .. . . . . . . . . . . . .. . . . .. 4.1.4,4.3.2,4.3.4,4.4.4,4.5, 8.3.1,10.1.2,11.3.9,11.3.10 Architect. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . :. 4.1 Architect, Definition of. . . . . . . . . . . . . . . . . . . .. . . . . . . . . .. 4.1.1 Architect, Extent of Authority. . . . . . ., 2.4,3.12.6,4.2,4.3.2;4.3.6, 4.4, 5.2,6.3, 7.1.2,7.2.1, 7.3.6, 7.4, 9.2, 9.3.1, 9.4,9.5,9.6.3,9.8.2,9.8.3,9.10.1,9.10.3,12.1,12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4 Architect, Umitations of Authority and Responsibility. 3.3.3,3.12.8, ~.12.1l,4.1.2, 4.2.1. 4.2.2, 4.2.3,4.2.6,4.2.7,4.2.10,4.2.12, ... 4.2.13,4.3.2,5.2.1,7.4,9.4.2,9.6.4,9.6.6 Architect's Additional Services and Expenses . . . . . . . . .. 2.4,9.8.2, 11.3.1.1, 12.2.1, 122.4, 13.5.2, 13.5.3, 14.2.4 Architect's Administration of the Contract. . . . . . . . .. 4.2, 4.3.6, 4.3.7,4.4,9.4, 9.5 Architect'sApprovals 2.4,3.5.1,3.10.2,3.12.6,3.12.8,3.18.3,4.2.7 Archltect'sAuthority to Reject Work . . .. 3.5.1,4.2.6,12.1.2,12.2.1 Architect's Copyright ....................:............ 1.3 Architect's Decisions. .. .. . . ... 4:2.6,4.2.7,4.2.11,4.2.12,4.2.13, 4.3.2,4.3.6,4.4.1,4.4.4,4.5,6.3.7.3.6,7.3.8,8.1.3,8.3.1, 9.2,9.4.9.5.1,9.8.2,9.9.1, 10.1.2, 13.5.2, 14.2.2, 14.2.4 Arcllitect's Inspections. . . . . . . . . .. 4.2.2,4.2.9,4.3.6,9.4.2,9.8.2, 9~9.2. 9.10.1, 13.5 Architect's Instructions.. 4.2.6,4.2.7,4.2.8,4.3.7,7.4.1,12.1, 13.5.2 Aichitect's Interpretations. . . .... . . . . . .. . .. 4.2.11,42.12,4.3.7 Architect's On-SiteObservations ... .'. . .. 4.2.2,4.2.5,.4.3.6,9.4.2, 9.5.1,9.10.1; 13.5 Architect's Project Representative ..................... 4:2.10 Architect's Relationship with Contractor. . . . . '.. 1.1.2,3.2.1,3.2.2, 3.3.3,3.5.1,3.7.3,3.11,3.12.8,3.12.11,3.16, 3.18,.4.2.3, 4.2A, 4.2.6,4.2.12,5.2,6.2.2,7:3.4,9.8.2, 11.3.7,,12.1, 13.5 Architect's Relationship with Subcontractors. . .. 1.1.2..4.2.3, 4.2.4, .. 42.6, 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. . . . . . .. 4.2.2,4.2.5,4.2.9,4.3.6,9.4.2,9.5.1, 9.8.2,9.9.2,9.10.1,13.5 Asbestos. . . . . . '.' . .. . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .. 10.1 Attorneys' Fees. . . . ... . . .. . . . . . . . . . . ... 3.18.1,9.10.2,10.1.4 Award of Separate. Contracts... .............. ........... 6.1.1 Award of Subcontracts and Other Contracts for . Portions of the Work. . . .. ... . . . . . . .... . ... . . . .. . . .. 5.2 Basic Definitions. . :. .. . . . . . .. . . . . . '. . .. . . . . . .. .. .. . . .. 1.1 Bidding Requirements. . . . . . . . . . . . . . .. 1.1'.1,1.1.7,5.2.1, 1l.4.i BoilerandMachinerylnsurance ..................... 11.3.2 Bonds, Lien... . . . . . . . . .. . . . . . . . . . . . . . . . . . .. .. . . .. 9.10.2 Bonds,PerformanceandPaymem..... 7.3.6.4,9.10.3,11.3.9,11.4 . INDEX Bulldingpermit ..................................... 3.7.1 Capitalization. . . . . :. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 1.4 Certificate of Substantial Completion . . . . . . . . . . . . . . . . . . .. 9.8.2 CertificatesforPayment....... 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1, 9.6.6,9.7.1,9.8.3,9.10.1,9.10.3, 13.7, 14.'1.1.3, 14.2.4 Certificates oflnspection, Testing or Approval. . . .. 3.12.11,13.5.4 Certificates of Insurance .. . . . .. . . . . . . . . ... 9.3.2,9.10.2,11.1.3 Change Orders. . . . .. 1.1.1,2.4.1,3.8.2.4,3.11,4.2.8,4.3.3,5.2.3, 7.1, 7.2, .7~3.2, 8.3.1, 9.3.1:1, 9.10.3,11.3.1.2, lU.4, 11.3.9, 12.1.2 CllangeOrdets, Definition of .......................... 7.2.1 ,changes. .. . . . .. .. .. . . . . . . . . . . . . .. . . . . .. . . . .. . .. . " 7.1 CHANGESINTHEWORK .... 3.11,4.2.8,7,8.3.1,9.3.1.1,10.1.3 , Claim, Definition of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 4.3.1 Claims and Disputes. . . . . . . . . . . . . . .. 4.3,4.4,4.5,6.2.5,8.3.2, , . 9,3.1.2,9.3.3.9.10.4,10.1.4 Claims and Timely Assertion of Claims ................ 4.5.6 ClaimsforAdditionaICOst........ 4.3.6,4.3.7,4.3.9,6.1.1,10.3 Claims for Additional Time. . . . " . . . . . .. 4.3.6,4.3.8,4.3.9,8.3.2 Claims for Concealed or Unknown Conditions. . . . . . . . . .. 4.3.6 Claims for Damages.. .3.18,4.3.9,6.1.1,6.2.5,8.3.2,9.5.1.2,10.1.4 ClaimsSubjecttOArbitratlon................. 4.3.2,4.4.4,4.5.1 Cleaning Up ................................... 3.15, 6.3 Commencement of Statutory Limitation Period .......... 13.7 Commencement of the Work, ConditiOns Relating to . . . . . .. 2.1.2, 2.2.1,3.2.1, 3.2.2, 3.7.1, 3.10.1, 3.12.6, 4.3.7, 5.2.1, 6.2.2,8.1.2, 8.2.2, 9.2, 11.1.3. 11.3.6, 11.4.1 Commencement of the Work, Definition of ............... 8.1.2 Communications Facilitating Contract Aclministration ........................ 3.9.1,4.2.4,5.2.1 Completion, Conditions Relating to .. . . . .. 3.11,3.15,4.2.2,4.2.9, 4.3.2,9.4.2,9.8,9.9.1,9.10,11.3.5,12.22,13.7.1 COMPLETION, PAYMENTS AND. . . . . .. . .. . . . . . .. . '., . .... 9 Completion, Substantial. . . . . .'. .. 4.2.9,4.3.52,8.1.1,8.1.3,8.2.3; 9.8,9.9.1, 12.2.2. 13.7 Compliance with Laws . . . . .. 1.3,3.6,3.7,3.13,4.1.1,10.2.2,11.1, 11.3,13.1,13.5.1,13.5.2,13.6,14.1.1,.14.2.1.3 Concealed or Unknown Conditions . . . . . . . . . . . . . . . .'. . . .. 4.3.6 Conditions of the Contract .................. 1.1.1,1.1.7,6.1.1 Consent, Written. .. . . ... .'. . . . . . . . .. 1.3.1,3.12.8,3.14.2,4.1.2, 4.3.4,4.5.5,9.3.2,9.8.2,9.9.1, 9.10.2, 9~10.3,10.1.2, 10.1.3, . . 11.3.1,11.3.1.4,11.3.11,13.2,13.4.2 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS................. ...... ......... 1.1.4,6 Construction ChangeDirective, Definition of. . . . ',' . .... . . . ~ 7.3.1 Construction Chang~ Directives. ... 1.1.1,4.2.8,7,.1,7.3,9.3.1.1 Construction Schedules, ContraCtor's. . . . . . . . .'. . .. .. 3.10.6.1.3 Contingent Assignment of Subcontracts ..;.....;..:....: 5.4 Continuing Contract Performance .. . . . . . . . . . . . . . . . . .. 4.3.4 Contract, Defl.nI.tionof ......... .'................. ..... 1.1.2 CONTRACT, TERMINATION OR '. SUSPENSION OF THE . . . .. . .. . . ... . . ... 4.3.7,5.4.1.1,14 Contract Administration . . . . . . . . . . . . . . . . . . . .. 3.3.3,4,9.4,9.5 Contract Award and Execution, Conditions Relating to ...... 3.7.1, 3.10,5.2,9.2,11.1.3,11.3.6,11.4.1 Contract Documents, The. . . .. . .. . .. . .. . .. ...... 1.1,1.2,7 Contract Documents, Copies Furnished and Use of. .. 1.3,2.2.5,5.3 Contract Documents, Definition of .,. . . . . . . . . .'. . . . . . . .. 1.1.1 Contract Performance During Arbitration.. . . . . . . . . ., 4.3.4, 4.5.3 Contract Sum. . . . . . . . : : . . . . . . . .. 3.8,4.3:6,4.3.7,4.4.4,5.2.3, 6.1.3.7.2,7.3,9.1,9.7,11.3.1,12.2.4,12.3,14.2.4 Contract Sum, Definition of. ....... ..... ~ ::............ 9.1 Contract Time ................. 4.3.6,4.3.8,4.4.4,7.2.1.3,7.3, 8.2.1,8.3.1,9.7,12.1.1 Contract Time, Definition o~ . . . . . . . . . . . . . . . . . . . . . . . . .. 8.1.1 2 A201-1987 AlA DOCUMENT A201 . GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION. FOURTEEl'liH EDmON AlA'" . <W 1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE. N.W., WASHINGTON. D.C. 20006 \A'^O"'I"'~. . ,"It.........."... ...-s...........--^_.;..;.. ,';;"1...+""",, I' C __.';","'t '''!a'.'' e"~ ;e co..hi..... t", 1"1"1'51 ","""COf'n""," CONTRACTOR.............. ........ .... .............3 Contractor, Definition of . . . . . . . . . . ',' . . . . . . . . . . . .. 3.1,"6.1.2 Contr2CtOr'sBid.. .. .. . . . . .. . .... . . . . . .. . . ... . '" . .. 1.1.1 Contractor's Construction Schedules ............. 3.10,6.1.3 Contractor's Employees ..; . . . .. 3.3.2,3.4.2,3.8.1,3.9,3.18,4.2.3, .4.2.6,8.1.2, 10.2, 10.3, 11.1.1, 14.2.1.1 Contractor's UabUity Insurance. .. .. . . . . .. . .. . . . .. . ... 11.1 . Contr:lCtor's Relationship with Sepamte Contr:lctors andOwner'sForces..... .2.2.6,3.12.5,3.14.2,4.2;4,6,12.2.5 Contr:lCtor's Relationship with Subconn-aaors . . : . . . .1.2.4,3.3.2, 3.18.1,3.18.2, 5.2, 5.3, 5.4, 9.6.2, 11.3.7, 11.3.8, 14.2.1.2 Contr:lCtQr's Relationship with the Architect .... 1.1.2,3.2.1, 3.2.2, 3.3.3,3.5.1.3.7.3,3.11,3.12.83.16,3.18,4.2.3, 4.2.4,4.2.6, 4.2.12,5.2',6.2.2,7.3.4,9.8.2,11.3.7,12.1,13.5 Contr:lCtor's Representations.. 1.2.2,3.5.1,3.12.7,6.2.2,8.2.1,9.3.3 Contractor's" Responsibility for Those Performing the Work. . . . . . . ... . . . . . .. 3.3.2,3.18,4.2.3,10 Contr:lCtor'sReviewofContractDocuments...... 1.2.2,3.2.3.7.3 Contractor's Right to Stop the Work. . . . . . . . . . . . . . . . . . . . .. 9.7 Contractor's Right to Terminate the Contract .............. 14.1 Contractor'sSubmittals " . . . .. 3.10,3.11.3.12,4.2.7,5.2.1,5.2.3, 7.3.6, 9.2, 9.3.1, 9.8.2. 9.9.1. 9.10.2, 9.10.3, 10.1.2, 11.4.2. 11.4.3 ContractOr's Supetintendent . . . . . . . . . . . . . . . . . . . . .. 3.9. 10.2.6 Contractor's Supervision and Construction Procedures. . . . " 1.2.4, 3.3, 3.4. 4.2.3, 8.2.2, 8.2.3, 10 Contractual Liability Insurance. . . . . . . . . . . . . . . .. 11.1.1.7, 11.2.1 Coordirultion and Correlation ............... 1.2.2,1.2.4,3.3.1, ,. 3.10,3.12.7.6.1.3.6.2.1 Copies FumishedofDrawings andSpecltic:ations ... 1.3,2.2.5.3.11 Correction of Work . . . . . . . . . . . . . . . . . . . .. 2.3,2.4.4.2.1,9.8.2, 9.9.1, 12.1.2, 12.2, 13.7.1.3 Cost, Definition of ................ . . . .'. . . . . . .. 7.3.6,14.3.5 Costs .... 2.4,3.2.1,3.7.4,3.8.2,3.15.2,4.3.6,4.3.7,4.3.8.1,5.2.3, 6.1.1,6.2.3,6.3.7.3.3.3,7.3.6,7.3.7,9.7,9.8.2, 9.10.2,11.3.1.2, 11.3.1.3,11.3.4,11.3.9,12.1,12.2.1,12.2.4,12.2.5.13.5,14 Cutting and Patching. . . . . . . . . . . . .. . . . . . . . . . . . .. 3.14, 6.2.6 Damage to Construction of Owner or Separate Contractors 3.14.2, " 6.2.4,9.5.1.5, 10.2.1.2, 10.2.5, 10.3, n.l, 11.3. 12.2.5 Damage to the Work". .... 3.14.2,9.9.1,10.2.1.2,10.2.5,10.3.11.3 Damages,Oaims for .. 3.18. 4.3.9, 6.1.1,6.2.5, 8.3.2,9.5.1.2, 10.1.4 Damages for Delay .. . . . . . . . .... .... ... 6.1.1,8.3.3.9.5.1.6.9.7 Date of Commencement of the Work, Definition of. . . . . . . .. 8.1.2 DateofSubscantial Completion, Ddinition of. ........;..... 8.1.3 Day,Definitionof............:....... ................ 8.1.4 Dedsions of the Architect . . . . .. 4.2.6.4.2.7.4.2.11,4.2.12,4,2.13, 4.3.2; 4.3.6, 4.4.1,4.4.4,4.5,6.3,7.3.6,7.3.8,8.1.3,8.3'.1,9.2, 9.4,9.5.1,9.8.2,9.9.1,10.1.2,13.5.2, 14.2.2, 14.2.4 DeclslonstoWlthholdCertiflcation .......... 9.5,9.7,14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of . . ... .. . . . .. 2.3,2.4,3.5.1,4.2.1, '. .. 4.2.6,4.3.5,9.5.2,9,8.2,9.9.1, 10.2.5, 12, 13.7.1.3 DefectiveWorlc, Definition of':'. . . . . . . . . . . . . .. . . . . . . . .. 3.5.1 Definitions. . . . .. 1.1,2.1.1,3.1,3.5.1,3.12.1,3.12.2,3.12.3,4.1.1, 4.3.1,5.1,6.1.2,7.2.1,7.3.1,7.3.6,8.1,9.1",9.8.1 DelaysandExtensionsofTime........ .. 4.3.1,4.3.8.1,4.3.8.2, 6.1.1.6.2.3,7.2.1, 7.3.1.7.3.4.7.3.5,7.3.8, 7.3.9, 8.1.1,8.3, 10.3.1, 14.1.1.4 Disputes ............ 4.1.4,4.3,4.4,4.5.6.2.5,6.3.7.3.8,9.3.1.2 Documents and Samples at the Site . . . . . . . . . . . . .. . . . . . . .. 3.11 Dr:l.wings, Definition of . . . . . . . .. . . .. . . . . . .. .".. .. . .. .. 1.1.5 Drawings and Specltications, Use and Ownership of. . . .. 1.1.1J.3, 2.2.5.3.11,5.3 Duty to Review Contract Documents and Field Conditions. . . .. 3.2 Effective Date oflnsutance . . . . . . . . . . . . . . . . . . . . .. ~.2.2, 11.1.2 Emergencies. .. ... . . . .,. ... .. _. .. . " . . . . . .... 4.3.7,10.3 Employees, Contractor's. . . . . .. ... 3.3.2.3.4.2,3.8.1,3.9,3.18.1, 3.18.2,4.2.3,4.2.6,8.1.2, 10.2, 10.3, 11.1.1,14.2.1.1 Equlpment, Labor. Materials and. . . . .'. . . .. 1.1.3; 1.1.6,3.4,3.5.1, 3.8.2,3.12.3,3.12.7,3.12.11,3.13,3.15.1.4.2.7. 6.2.1, 7.3.6, 9.3.2, 9.3.3, 11.3, 12.2.4, 14 Execution and Progress of the Worle . . . . . .. 1.1.3, 1.2.3.3.2,3.4.1. . 3.5.1,4.2.2, 4.2.3.4.3.4,4.3.8,6.2.2,7.1.3. 7.3.9,8.2, 8.3, 9.5, 9.9.1, 10.2, 14.2, 14.3 Execution, Correlation and Intent of the Contract Documents .......................... 1.2,3.7.1 Extensions of Time ........... .. 4.3.1,4.3.8,7.2.1.3,8.3,10.3.1 Failure of Payment by ContractOr .............. 9.5.1.3,14.2.1.2 Failure of Payment by Owner ................ 4.3.7.9.7,14.1.3. Faulty Work (See Defective or Nonconfonning Work) Rnal Completion and Final Payment ........ 4.2.1,4.2.9,4.3.2, 4.3.5, 9.10, 11.1.2, 11.1.3, 11.3.5. 12.3.1, 13.7 Finand2.l Arrangements. Owner's. . . . . . . . . . . . . . . . . . . .... 2.2.1 Fire and Extended C.overage Insurance . . . . . . . . . . . . . . . . . " 11.3 GENERAL PROVISIONS. .. . .. .. .. . .. . .. . .. . . . .. .. .. .... 1 Governing Law .......... . . . . . . . . . . . . . . . . . . . . . . . . .. 13.1 Guarantees (See Warranty and Warranties) HazardousMateria1s..... ....................... 10.1,10.2.4 Identification of Contract DocumentS ................... 1.2.1 IdentlticationofSubcontr:lCtors and Suppliers ............. 5.2.1 Indemnification......: 3.17.3.18,9.10.2,10.1.4,11.3.1.2,11.3.7 Information and Services Required of the Owner. . . .. 2.1.2,2.2, 4.3.4, 6.1.3, 6.1.4, 6.2.6, 9.3.2, 9.6.1. 9.6.4, 9.8.3, 9.9.2, 9.10.3, 10.1.4, 11.2, 11.3, 13.5.1, 13.5.2 InJUry or Damage to Person or Property . . . . . . . . . . . . . . .. 4.3.9 Inspections......................... 3.3.3,3.3.4,3.7.1,4.2.2, 4.2.6. 4.2.9, 4.3.6, 9.4.2. 9.8.2, 9.9.2, 9.10.1, 13.5 InstrUctions to Bidders. . . . . . . . . . . . . . . . : . . . . . . . . . . . . .. 1.1.1 Instructions to the Contractor. . .. 3.8.1,4.2.8,5.2.1,7.12.1,13.5.2 lnsucln.c:e. . . .. .. 4.3.9.6.1.1,7.3.6.4,9.3.2,9.8.2,9.9.1,9.10.2,11 Insurance,Boi1erandMachlnelY .................... 11.3.2. Insurance, Contractor's Liability . .. . . . .. .. .. . . . . .. .. .. 11.1 Insurance. Effective Date of . . . . . . . . . . . . . . . . . . . .. 8.2.2', 11.1.2 Insurance, Loss of Use.. .. .. . .. . .. . . . ... . . . . . . ..... 1'1.3.3 Inst!ran~ Owner's LIability. .. .. . . . .. .. . . .. . . .. .. .... 11.2 Insurance, Property....... ..:................. 10.2.5,11.3 Insurance, StoredMaterials ...,................ 9.3.2,11.3.1.4 INSURANCE AND BONDS ................... . .. .. .. ... 11 Insurance Companies, Consent to Partial Occupancy . . 9.9.1, 11.3.11 Insurance Companies, Settlement with. . . . . . . . . . . . . . . .. 11.3.10 . Intent of the Contract Doc:urilents ..........:..... 1.2.3,3.12.4, 4.2.614.2.714.2.12, 4.2.13, 7.~. Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 13.6 Interpretation........ 1.2.5,1.4,1.5,4.1.1,4.3.1,5.1,6.1.2,8.1.4 Interpretations, Written .................. 4.2.11, 4.2.12, 4.3.7 JOinderandConsolldation ofC1aims Required ............. 4.5.6 Judgment on Final Award ................ 4.5.1,4.5.4.1,4.5.7 " Labor and Materials, Equipment. . .. Lt.3, 1.1.6,3.4,3.5.1,.3.8.2, 3.12.2,3.12.3,3.12.7,3.12.11,3.13,3.15.1. 4.2.7,6.2.1,7.3.6,9.3.2,9.3.3,12.2.4, 14 Labor Disputes. . . . . . . . . . . . . . . . . . . . .. .. . . . . . . . . . . . .. 8.3.1 LawsandRegu1ations ....... 1.3,3.6,3.7,3.13,4.1.1,4.5.5,4.5.7, 9.9.1; 10.2.2, 11.1, 11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6 Liens.. . . . . . . . . . . . . . . .. 2.1.2,4.3.2,4.3.5.1,8.2.2,9.3.3,9.10.2 Limitation on Consolidation or Joinder ................ 4.5.5 Limitations, Statutes of . . . .. .. . . . . . . . . . ... 4.5.4.2,12.2.6,13.7 Limitations of Authority .................... 3.3.1,4.1.2,4.2.1, 4.2.3,4.2.7.4.2.10,5.2.2,5.2.4,7.4,11.3.10 AlA DOCUMENT A201 · GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION. FOURTEENTH EDITION AlA'" · @1987THEAMERlCANINSTITUTEOFARCHlTECTS. 1735 NEW YORKAVENUE,N.W., WASHINGTON, D.C. 20006 A201.1987 3 . Limitations of Liability . . . " 2.3,3.2.1,3.5.1,3.7.3,3.12.8,3.12.11, 3.17, 3.18,4.2.6,4.2.7,4.2.12,6.2.2,9.4.2,9.6.4,9.10.4, 10.1.4,10.2.5,11.1.2,11.2.1,11.3.7,13.4.2,13.5.2 LimitationsofTlme,General'........... 2.2.1,2.2.4,3.2.1,3.7.3, 3.8.2,3.10,3.12.5,3.15.1,4.2.1,4.2.7,4.2.11,4.3.2, 4.3.3,4.3.4,4.3.6,4.3.9,4.5.4.2,5.2.1, 5.2.3,6.2.4, 7.3.4, 7.4, 8.2,9.5,9.6,2,9.8,9.9,9.10,11.1.3,11.3.1,11.3.2,11.3.5, 11.3.6, 12.2.1,12.2.2, 13.5, 13.7 Limitations of Tune, Specific. . . . . . . . . 2.1.2, 2.2j, 2.4,3.10,3.11, 3.15.1,4.2.1,4.2.11,4.3,4.4,4.5,5.3,5.4,7.3.5,7.3.9,8.2, 9.2,9.3.1,9.3.3,9.4.1,9.6.1,9.7,9.8.2,9.10.2, 11.1.3, 11.3.6, 11.3.10, 11.3.11, 12.2.2, 12.2.4, 12.2.6, 13.7, 14 Loss of Use Insurance . . .. . . . .. . . . .. .. .. .. .. .. .. ... 11.3.3 Material Suppliers. . . . . . . . . . . . .. 1.3.1,3.12.1,4.2.4,4.2.6,5.2.1, 9.3.1,9.3.1.2,9.3.3,9.42,9.6.5.9.10.4 Materials, Hazardous ........................... iO.l,10.2.4 Materials, Labor, Equipmentand . . . .. 1.1.3,1.1.6,3.4,3.5.1,3.8.2, 3.122,3.12.3,3.12.7,3.12.11,3.13,3.15.1,4.2.7,6.2.1, 7.3.6,9.3.2,9.3.3, 12.2.4, 14 Means, Methods, Techniques, Sequences and Procedures of Construction . . . . . . . . .. 3.3.1,4.2.3,4.2.7,9.4.2 MinorChangeslntheWork.......... 1.1.1,4.2.8,4.3.7,7.1,7.4 MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . . . . ... 13 Modifications, Definition of . . . . . . . . . . . . . . . . . . . . . .. . . .. 1.1.1 Modifications to the Contract ........... 1.1.1,1.1.2,3.7.3,3.11, 4.1.2,4.2.1,5.2.3,7,8.3.1,9.7 Mutual Responsibility .. . . . . . . . . . . . . . .. . . . . . . . . . . .. . .. 6.2 Nonccnformlng Work, Acceptance of . . . . . . . . . . . . . . . . ., 12.3 Nonconforming Work, Rejection and Correction of ........ 2.3.1, , 4.3.5,9.5.2,9.8.2, 12, 13.7.1.3 Notice. . . . . . . . . . ... 2.3,2.4,3.2.1,3.2.2,3.7.3,3.7.4,3.9,3.12.8, 3.12.9,3.17,4.3,4.4.4,4.5,5.2.1,5.3,5.4.1.1,8.2.2,9.4.1, 9.5.1,9.6.1,9.7,9.10, 10.1.2, 10.2.6, 11.1.3, 11.3, 12.2.2, 12.2.4, 13.3, 13.5.1, 13.5.2, 14 Notice,Written ............... 2.3,2.4,3.9,3.12.8,3.12.9,4.3, 4.4.4, 4.5,5.2.1, 5.3, 5.4.1.1, 8.2.2, 9.4.1. 9.5.1, 9.7, 9.10, 10.1.2, 10.2.6, 11.1.3, 11.3, 12.2.2, 12.2.4,13.3,13.5.2, 14 NoticeofTestingandInspections................ 13.5.1,13.5.2 Notice to Proceed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 8.2.2 Notices, Permits, Fees and ...... 2.2.3,3.7,3.13,7.3.6.4, 10.2.2 Observations, Architect's On-Site ................. ,4.2.2,4.2.5, . 4.3.6,9.4.2,9.5.1,9.10.1, 13.5 Observations, Contractor's...... .:........... .'... 1.2.2,3.2.2 Occupancy. . . .' . . . . .. . . . . . . . . . . . . .. 9.6.6,9.8.1,9.9,11.3.11 On.Sitelnspectionsbythe~chitect .... .'. .... 4.2.2,4.2.9;4.3.6, 9.4.2, 9.8.2, 9.9.2, 9.10.1 On.Site Observations by the Architect. . . . . . . .. 4.2.2, 4.2.5, 4.3.6. 9.4.2,9.5.1,9.10.1, 13.5 Orders, Written......;. .'... 2.3,3.9,4.3.7,7,8.2.2,11.3.9,12.1, . 12.2, 13.5,.2, 14.3.1 OWNER'. .'. . . . . . . . . . . . : . . . :';. . . . . . . . . . . . . . . . . . . . . . . .. 2 Owner, Definition of .. . . . . . . . . . . . . . . . . . . . . . . . '. . . . . . .. 2.1 Owner, Information and Services Required of the. . . . . . .. 2.1.2, 2.2,4,3.4,6,9,10.1.4,11.2,11.3,13.5.1,14.1.1.5,14.1.3 Owner'sAuthority ......... 3.8.1,4.1.3,4.2.9,5.2.1,5.2.4,5.4.1, . 7.3.1,8.2.2,9.3.1,9.3.2, 11.4.1,12.2.4, 13.5.2, 14.2, 14.3.1 Owner's Financial CapabUity ................... 2.2.1,14.1.1.5 Owner's Uabllity Insurance ........... .. . . . . . . . . . . . " 11.2 Owner's LossofUse!nsurance ......................,. 11.3.3 Owner's Relationship with Subcontractors . . . . . . . . . . , . . .. 1.1.2, , 5.2.1,5.4.1,9.6.4 Owner's Right to Carry Out the Work. . .. , . .. 2.4, 12.2.4, 14.2.2.2 Owner's Rightto Clean Up . .. . . . . . . . . . .. . . . . .. . . . ': . ... 6.3 . Owner's Right to Perform Construction and to Award Separate Contracts .......................,. 6.1 Owner's Right to Stop the Work .................... 2.3,4.3.7 Owner's RighttO Suspend the Work ........ '............. 14.3 Owner's Right to Terminate the Contract ,................ 14.2 Ownership a~d Use of Architect's Drawings, Specifications and Other Documents. . .... . . . . . . . . . .. 1.1.1,1.3,2.2.5,5.3 PartlalOccupancyorUse ...........,..... 9.6.6,9.9,11.3.11 Patching, Cutting and .. . .. .. . .. . . . . . . .. .. . . . ... 3.14,6.2.6 Patents,Royaltiesand .................... .......... 3.17 Payment, Applications for. . . . ~ . . . . . . . . . .. 4.2.5,9.2,9.3,9.4, 9.5.1, 9.8.3, 9.10.1,9.10.3,9.10.4, 14.2.4 Payment, Certificates for. . . . . . . . . .. 4.2.5,4.2.9,9.3.3,9.4,9.5. 9.6.1,9.6.6,9.7.1,9.8.3,9.10.1,9.10.3, 13.7, 14.1.1.3,14.2.4 Payment, Failure of . . . . . . . . . . .... . . . . . . .. . ... 4.3.7,9.5.1.3, 9.7,9.10.2, 14.1.1.3.14.2.1.2 Payment, Fin21 , ; . . . . . . . . .. 4.2.1,4.2.9.4.3.2,4.3.5,9.10,11.1.2, 11.1.3, 11.3.5, 12.3.1 Payment Bond, Performance Bond and .............. 7.3.6.4, '9.10.3, 11.3.9, 11.4 Paymenrs, Progress . . . . . . . . . . . . . . . . . . . . . . . , .. 4.3.4,9.3,9.6, 9.8.3,9.10.3, 13.6, 14.2.3 PAYMENTSANDCOMPLETION ...................... 9,14 Paymenrs to Subcontractors. . . . . . . . . . . . . . . . . . ., 5.4.2,9.5.1.3, 9.6.2,9.6.3, 9.6.4, 11.3.8, 14.2.1.2 PCB. . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .. . . . . . . . . . . .. 10.1 Performance Bond and Payment Bond. . . . . . . . . . . . . . . .. 7.3.6.4, 9.10.3, 11.3.9, 11.4 Permits, Fees and Notices. , . . . " 2.2.3,3.7,3.13,7.3.6.4,10.2.2 PERSONS AND PROPERTY, PROTECTION. OF . . . . . . , . . . .. 10 Polychlorinated Biphenyl. . . . . . . . . . . , , . . , . . . . . . . . . . . " 10.1 Product Data, Definition of. . . . . . . . . . . . . . . . . . . . . .. . ... 3.12.2 Product Data and Samples, Shop Drawings' . . '. 3.11, 3.12, 4.2.7 Progress and Completion .,................. 4.2.2,4.3.4,8.2 ,Progress Payments ............................ 4.3.4,9.3, 9.6, 9.8.3, 9.10.3, 13.6, 14.2.3 ProJect, Definition of the .. . . . . . .. . . .. .. . .. . , . . .. . .... 1.1.4 ProlectManual, Definition of the ., . . . , . .. , , ... . ..... .. 1.1.7 Project Manuals .... . . . . . . . . . . .. . . . . . . . . .. . . . . .. .. .. 2.2.5 Project Representatives ......,.............,........ 4.2.10 Property Insurance. . . . . . . .. . . . , . . . .. . .. . . . ... 10.2.5,11.3 PROTECTION OF PERSONS AND PROPERTY. . . . . . . . . . . .. 10 Regulations and Laws . . .. .. . . .... 1.3,3.6,3.7,3.13,4.1.1,4.5.5, 4.5.7,10.2.2, ILl, 11.3, 13.1, 13.4, 13.5'.1, 13.5.2, 13,6, 14 Rejection of Work ........,.............;.. 3.5.1,4.2.6,12.2 ReleasesofWaiversandUens,............ ,........... 9.10.2 Representations. . . . . . . . . . . .. . . . . . . . . .. ., 1.2.2,3,5.1,3.12.7, 6.2.2,8.2.1,9.3.3,9.4.2,9.5.1,9.8.2,9.10.1 Representatives. , . . . . . . . . . . . . . . . . . . . . . . . . " 2.1.1,3.1.1,3.9, 4.1.1,4.2.1,4.2.10,5.1.1,5.1.2.13.2;1 Resolution of Claims and Disputes . . . . . . . . , . . . . . . . ., 4.4; 4'.5 Responsibility for Those PerfoIIIling the Work ............ 3.3.2, 4.2.3, 6.1.3, 6.2; 10 Retalnage . .. , . . . . . . . . . .. 9.3.1,9.6.2,9.8.3,9.9.1,9.10.2,9,10.3 Review of Contract Documents and Field Conditions by Contractor. . . . . . . . . . ., 1.2.2,3.2,3.7.3,3.12.7 Review of Contractor's Submittals by Owner and Architect ............. 3.10.1,3.10.2,3.11,3.12, 4.2.7,4.2.9,5.2.1.5.2.3,9.2,9.8.2 Review of Shop Drawings, Product Data andSamplesbyContr:lctor..................,..... 3.12.5 Rights and Remedies. .. .. . . . . . . .. 1.1.2,2.3,2.4,3.5.1,3.15.2, 4.2.6,4.3.6,4.5,5.3,6.1,6.3,7.3.1,8.3.1,9.5.1, 9.7. 10.2.5, 10.3, 12.2.2. 12.2.4,13.4, 14 Royalties and Patents . . . . . . . . . . . . , . . . . . . . . . . . . . . . . .. 3.17 4 A201-1987 AlA DOCUMENT A201 . GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION · FOURTEE/ltiH EDITION AlAs . ~ 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1755 NEW YORK AVENUE, N.W., WASHINGTON, D,C. 20006 Rules and NotiCes for Arbitration ...................... 4.5.2 Safety of Pel,'SOl'lSand Property. .. . . . ., .. . . . .. . .. . . ... 10.2 SafetyPrecau1ionsandPrograms ........... 4.2.3,4.2.7,10.1 Samples, Dc:finitiQn of . . '.... . . . . . . . . . . . . . . . . . . . . . . . .. 3.12.3 Samples, Shop Drawings,. Product Data and .,. 3.11,3.12, 4.2.7 Samples at the Site, Documents and .. .. . . . .. ... .. :. ... 3.11 Schedule of Values ............................. 9.2,9.:U Schedules, ConstrUction. . . . . . . . . . .. . . . . . . . . . . . . .... . .. 3.10 Separ:u:eConuactsandContractors .......... 1.1.4,3.14.2,4.2.4, . . 4.5.5, 6, 11.3.7, 12.1.2, 12.2.5 Shop Drawings, Definition of ......................... 3.12.1 Shop Drawings, Product Data and Samples .... 3.11,3.12,4.2.7 Site, Use of . . . . .. . .. . .. . . . . . . . . . . . . . .. . .. 3.13, 6.1.1, 6.2.1 Site Inspections. . .1.2.2,3.3.4,4.2.2,4.2.9,4.3.6.9.8.2,9.10.1.13.5 Site VISits. Architect's . . . . . . . . . . . .. . . .. 4.2.2, 4.2.5, 4.2.9, 4.3.6, . 9.4.2,9.5.1,9.8.2,9.9.2,9.10.1, 13.5 Special Inspections and Testing. . . . . . . . . . . . .. 4.2.6,12.2.1,13.5 Specifications, Definition of the. ... ................... 1.1.6 Specifications, The.......... 1.1.1,1.1.6,1.1.7,1.2.4,1.3.3.11 Statutes of Limitatlons .................... 4.5.4.2,12.2.6,13.7 StoppingtheWork. . . . . . . .. .... 2.3,4.3.7,9.7,10.1.2,10.3,14.1 StoredMaterlals .. ... . . . . .. 6.2.1,9.3.2,10.2.1.2,11.3.1.4,12.2.4 Subcontractor,Definitionof........................... 5.1.1 SUBCONTRACTORS.... .......... ... ....... '" ....... 5 Subcontractors, Work by .......... .. ...... 1.2.4.3.3.2,3.12.1, . . 4.2.3, 5.3, 5.4 Subcontractual Relations. . . . . . . . . . . . .. 5.3,5.4,9.3.1.2,9.6.2, 9.6.3,9.6.4,10.2.1,11.3.7,11.3.8,14.1.1,14.2.1.2,14.3.2 Submittals. . . . . . . " 1.3,3.2.3,3.10,3.11,3.12,4.2.7,5.2.1,5.2.3, 7.3.6,9.2,9.3.1,9.8.2,9.9.1,9.10.2,9.10.3,10.1.2,11.1.3 Subrogation. Waivers of. . . . . . . . . . . . . . . .. 6.1.1,11.3.5,11.3.7 SubstantlalCompletion.. . . ... . . . . .. 4.2.9,4.3.5.2, S.1.1, 8.1.3, 8.2.3,9.8,9.9.1, 12.2.1, 12.2.2, 13.7 Substantial Completion, DefiniUonof. . . .. . . . . . . .. . .... .. 9.8.1 Substitution of Subcontractors .................... 5.2.3,5.2.4 Substitution of the Architect.. .. . . . . . . .. . . . . .. .. . . . . ... 4.1.3 SubstitutionsofMateria.ls .......... .. . . ... . . .. . ... .. .. 3.5.1 Sub-subcontractor, Definition of . . . . . . . . . . . . . . . . . . . . . .. 5.1.2 SubsUrface Conditions. . . . . . . . . . . . . . . . . . . . . . . . : . . . . .. 4.3.6 SuccessorsandAsslgns ............................ 13.2 Superintendent. . '" . . . . . . . .. .. . . ..... . .. .. ... 3.9,10.2.6 Supervision and Construction Procedures ...... 1.2.4,3.3, 3.4, 4.2.3,4.3.4,6.1.3,6.2.4,7.1.3,7.3.4,8.2,8.3.1,10, 12, 14 Surety . .. . . . . . . . . . . .. 4.4.1,4.4.4,5.4.1.2,9.10.2,9.10.3,14.2.2 Surety, Consent of. .. . . . . . . . " . . . . . . . ~... 9.9.1,9.10;2,9.10.3 Surveys. . . . . . . . . . . . . . .. : . . . . . . . . . . ...;. . . . . . .. 2.2.2, 3.18.3 .'. Suspension by the Owner for Convenience ............. 14.3 Suspension of the Work ............. 4.3.7,5.4.2,14.1.1.4,14.3 Suspension or Termination of the Contract . .. . .. 4.3.7,5.4.1.1,14 Taxes.. . . . . . . .. ... . .. . . . ... . . " .. . . . . . . . . .. 3.6,7.3.6.4 Termination by the Con1ractor ........................ 14.1 TermlnationbytheOwnerforCause............. 5.4.1.1,14.2 Termination of the Architect ............... ............ 4.1.3 Termination of the Contractor ;..;.......... ........... 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT. . . . .. 14 Testsandlnspections ..... 3.3.3,4.2.6,4.2.9,9A.2,JU.1,13.5 TIME ............................ ....................8 Time, Delays and extensions of ... ........... 4.3.8,7.2.1.8.3 Time Umits, Specific. . . .. .... 2.1.2,2.2.1.2.4,3.10,3.11,3.15.1, 4.2.1,4.2.11,4.3,4.4,4.5,5.3,5.4,7.3.5,7.3.9.8.2, 9.2,9.3.1, 9.3.3,9.4.1,9.6.1,9.7,9.8.2,9.10.2, 11.1.3, 11.3.6,11.3.10, . 11.3.11, 12.2.2, 12.2.4, 12.2.6, 13.7, 14 Time Limits on Claims. . . . . . . .. 4.3.2,4.3.3, 4.3.6,4.3.9,4.4,4.5 Title to Work . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 9.3.2, 9.3.3 UNCOVERING AND CORRECTION OF WORK ............. 12 Uncovering of Work ................... . . . . . . . . . . . .. 12.1 Unforeseen Conditions. .. . .. . .... . . . . . . . . .. 4.3.6,8.3.1,10.1 Unit Prices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7.1.4,7.3.3.2 UseofDocuments................. 1.1.1,1.3,2.2.5.3.12.7,5.3 Use of Site ...... .. . . . . . .. . .. . . . . . . . . . . .. 3.13,6.1.1,6.2.1 Values, Schedule of ............................ 9.2, 9.3.1 Waiver of Claims: Final Payment. . . . . . . . . .. 4.3.5,4.5.1,9.10.3 W:uver ofClairns by the Architect. '" .... ........ ...... 13.4.2 Waiver of Claims by the Contnctor. ........ 9.10.4,11.3.7,13.4.2 WaiverofCIaims by the Owner .............. 4.3.5,4.5.1.9.9.3, 9.10.3,11.3.3,11.3.5,11.3.7,13.4.2 Waiver of Liens. .. . .... .. ... .... . . . . . . . . . . . . . .. . ... 9.10.2 Waivers of Subrogation ................... 6.1.1,11.3.5,11.3.7 Warranty and Warranties ......................... 3.5,4.2.9. 4.3.5.3,9.3.3,9.8.2,9.9.1, 12.2.2, 13.7.1.3 Weather Delays. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 4.3.8.2 When Arbitration May Be Demanded .,. . . . . . . . . . . . . . .. 4.5.4 Work, Definition of . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . .. 1.1.3 . Written Consent .............. 1.3.1,3.12.8,3.14.2,4.1.2,4.3.4, 4.5.5,9.3.2,9.8.2,9.9.1,9.10.2,9.10.3, 10.1.2,10.1.3, 11.3.1, 11.3.1.4, 11.3.11, 13.2, 13.4.2 Written Interpretations... . .. . ... . .. . . .. .. 4.2.11,4.2.12,4.3.7 Written Notice . . . . . . . . . .. 2.3,2.4,3.9,3.12.8,3.12.9,4.3,4.4.4, 4.5,5.2.1.5.3,5.4.1.1,8.2.2,9.4.1.9.5.1,9.7,9.10.,10.1.2, 10.2.6,11.1.3. 11.3,12.2.2,12.2.4,13.3,13.5.2,14 Written Orders. ............................. 2.3,3.9,4.3.7, . .7,8.2.2,11.3.9,12.1,12.2,13.5.2,14.3.1 AlA DOCUMENT A201 . GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION. FOURTEENTH EDmON AlA" · @1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE. N.W., WASHINGTON, D.C. 20006 A201-1987 5 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION ARTICLE 1 GENERAL PROVISIONS . 1.1 BASIC DEFINITIONS 1.1.1 THE CONTRACT DocuMENTS . The Contract Documents consist.of the Agreement between Owner and Contractor (hereinafter the Agreement), Conditions of the Contract (General, Supplementary and other Conditions), Drawings. Specifications, addenda issued prior to execution of the Contract, other dociJrnents listed in the Agreement and Modifications issued after execution of the Contract. A Modifi- cation is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated iJ;l the Agreement, the Contract Documents do not include other documents such as bidding. requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid or portions of addenda relating to bidding requirements). 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Con- tract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contrac- tual relationship of any kind (1) between the Architect and Con- tractor, (2) between the Owner and a Subcontractor or Sub- subcontractor or (3) between any persons or entities other than the Owner and Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. 1.1.3 THE WORK . The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or -to be provided by the Contractor to fulfill the Contractor's obligations. The Work . may constitute the whole or a part of the Project. 1.1.4 THE PROJECT The Project is th~ total construction of which the Work per- formed under tl\,e Contract Documents may be the whole or a part and which may include ~nsttuctiOIi by the Owner or by separate contractors. . 1.1.5 THE DRAWINGS The Drawings are the graphic and pictonaI portions of the Con- tract Documents, wherever located and. whenever issued, showing the design,. location and dimensions of the Work, generally including plans, elevations, sections, details, sched- ules and diagrams. ,- 1.1.6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materiaJ,s, equip- 'l; ment, construction systems, standards and workmanship for the Work, and performance of related services. 1.1.7 THE PROJECT MANUAL The Project Manual is the volume usually assembled for the Work which may include the bidding requirements, sample forms, Conditions of the Contract and Specifications. 1.2 EXECUTION, CORRELATION AND INTENT . 1.2.1 The Contract Documents shall be signed by the Owner and Contractor as provided in the Agreement. If. either the Owner or Contractor or both do not sign all the Contract Documents, the Architect shall identify such unsigned Docu- ments upon request. 1.2.2 Execution of the Contract by the Contractor is a repre- sentation that the Contractor has visited the site, become f.unil- lac with local conditions under which the Work is to be per- formed and correlated personal observations with require- ments of the Contract Documents. 1.2.3 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 comple- mentary, and what is required by one shall be as binding as if required by all;. performance by the Contractor shall be required only to the extent consistent with the Contract Docu- ments and reasonably inferable from them as being necessary to produce the intended results. 1'.2.4 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.2.5 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction indus- try meanings are used in the Contract Documents in accord- ance with such recognized meanings. 1.3 OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 1.3.1 The Drawings, Specifications and other documents prepared. by the Architect are instruments of the Architect's . service through which the Work to be executed by the Con- tractor is descn"bed. The Contractor may retain one contract record set. Neither the Contractor nor any Subcontractor, Sub- subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect, and un1ess otherwise hldicated the Architect Shall be deemed the author of them and will retain all common law, statutory and other reserved rights, in addition to the' copyright. All copies of them, except the Contractor's record set; shall be returned or suitably accounted for to the Architect, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Architect, and copies thereof furnished to the Contrac- tor, are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub- subcontractor or mat~ or equipment supplier on other proj- ects or for additions to this Project outside the scope of the 6 A201-1987 AlA DOCUMENT A201 · GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION · POURT~ENTH EDmaN AlA'" . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 \.'AOI.....". 1'_11____......1: _...._...____....:.._ ..1_1_"__ ..".. ____.-=_&..4. ,_.._ __... t_ _..I~..~..". 1_.. _I ... ~ Work wichout the specific written consent of the Owner and Architect. The Contractor, Subconlr.1ctors, Sub-subcontractors and material or equipment suppliers are granted a limited license to use and reproduce applicable portions of the Draw- ings, Specifications and other doo.unents prepared by the Architect appropriate to and for use in the execution of their Work under the ~ontract Documents. All copies made under this license shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect. Submittal or distribution to meet official regulatory requirements or for other purposes in con- nection with this Project is not to be construed as publication in derogation of the Architect's copyright or other reserved rights. . 1.4' CAPITALIZATION 1.4.1 Terms capitalized in these General Conditions' include those which are (1 )specificall.y defined, (2) the titles of num- bered articles and identified references to Paragraphs, Subpara- graphs and Clauses in tl1e document or (3) the titles of other documents published by the American Institute of Architects. 1.5 INTERPRETATION 1.5.1 In the interest of brevity the Comract Documents fre. quentlyomit modifying words such as "an" and "any" and arti. cles 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. ARTICLE 2' OWNER 2.1 DEFINITION 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 term "Owner" means . the Owner or the Owner's authorized representative. 2.1.2 The Owner upon reasonable written request shall furnish to the Contractor in writing information which is necessary and rdevant 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 ProjeCl: is located, usually referred to as the site, and the Owner's interest therein at the time of execution of the Agreement and., within five days after any change, information of such change in title, recorded: or unrecorded. 2.2 INFORMATION AND SERVICES . REQUIRED OF THE OWNER 2.2.1 The Owner shall, at the request of the Contractor, prior to execution of the Agreement and promptly from time to time thereafter, fumi&h to the Contractor reasonable evidence that finand:.l arrangements have..been'made- to fulfill the Owner's obligations under the Contract. [Note: Unless such reasonable evidence were furnished on request prior to the execution of tbe Agreement, the prospective contrcu!tor would not be requiTed to execute the Agreement or to commence the Work.] 2.2.2 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. 2.2.3 Except for permits and fees which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, e2SemeC).ts, assess- ments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. 2.2.4 Information or services under the Owner's control shall be furnished by the 'Owner with reasonable promptneSs to avoid delay in orderly progress of the Work. 2.2.5 Unless otherwise provided in the Contr.lct Documents, the Contractor will be fumished, free of ~e, such copies of Drawings and Project Manuals as are reasonably necessary for execution of the Work. . 2.2.6 The foregoing are in addition to other duties and respon- sibilities of the Owner enumerated herein and especi2lly those in respect to Article. 6 (Construction by . Owner or by Separate Contractors), Article 9 (payments and Completion) and Article 11 (Insurance and Bonds); 2.3 OWNER'S RIGHT TO STOP THE WORK 2.3.1 If the Contractor fails to correct Work which is not in accordance with the r~quirements of the Contr.lct Documents as required by Paragraph 12.2 Or persistently fails to carry out. Work in accordance with the Contract Documents, the Owner, by written order signed personally or by an agent specifical1y so empowered by the Owner in writing, may order the Contrac- tor 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 Con- tractor or any other person or entity, except to the extent required by Subp~graph 6.1.3. 2.4 .OWNER'S RIGHT TO CARRY OUT THE WORK 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may after such seven-day period give the Contr.lctor a second written notice to correct such deficiencies' within a second seven-day period. If the Contr.lctor within such second seven- day period after receiP, t of such second notice fails to cqm- . mence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issuc:d deducting from payments then or thereafter due ilie Contractor the cost of correcting such defi- . dencies, including compensation for the Architect's, additional services and expenses macle necessary by such defaWt, neglect. or failure. Such action by the Owner and amounts charged to . the Contractor are both subject to prior approval of the Archi~ tecto If payments then or thereafter due the Contractor .are not sufficient to cover such amounts, the Contractor shall pay thl; difference to the Owner. ARTIClE 3 CONTRACTPR 3.1 DEFlNmON 3.1. t The Contractor is the person or entity identified as such in the f,.greemem and is referred to throughout the Contract Documents as if singula1: in number_ The term "Contractor" . means the CQntractor or the Contractor's authorized . representative. AlA DOCUMENT A201 . GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION. FOURTEENTH EDmON AIA '" . @ 1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 A201.1987 7 'AlA a"'I.'I'!!.' 1_11_____...1 _&.0._6____..:__ ..=_1-"'__ II,.. ___.....:_&.. ._..._ __~ ,_ :-...1..:__."_ .....__. _____..&.,__ . 3~2 REVIEW OF CONTRACT DOCUMENTS AND RELD CONCmONS BY CONTRACTOR 3.2.1 The Contractor shall carefully study and compare the Contract Documents with each other and with information furnished by the Owner pl1I'S1J2l1t to Subparagr2ph 2.2.2 and shall at once report to the Architect errors, - inconsistencies or omissions discovered The Contractor shall not be liable to the Owner or Architect for damage resulting from errors, inconsis- tencies or omissions in the Contract Documents unless the Contractor recognized such error, inconsistencY or omission and lmowingly failed to report it to the Archit~.If the Con- tractor perfol.1I1S any construction activity knowing it involves a recognized error, inconsistency or omission in the Contiact Documents without such-notice to the Architect, the Contrac- tor shall assume appropriate responsibility for such perfor- mance and shall bear an appropriate amount of the attributable costs for correction. 3.2.2 The Contractor shall take field measurements and verify field conditions and shall carefully compare such field mea- surements and conditions and other information known to the ContraCtor with the Contract Documents before commencing activities. Errors, inconsistencies or omissions discovered shall be reported to the Architect at once. 3.2.3 The Contractor shall perform the Work in accordance with the Contract Documents and submittals approved pur- suant to Paragraph 3.12. As between Owner and contrac~tr, 3.3 SUPERVISION AND CONSTRUCTION PRO URES 3.3.1 The Contractor shall supervise and' the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have. control over construc- tion means, methods, techniques, sequences and procedures and far coordinating all portions of the Work under the Con- tract, unless Contract Documents give other specific instruc- tions concerning these matters. 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons performing portions of the Work under a contract with the Contractor. 3.3.3 The Contractor shall not be relieved of obligations to per- form 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 approvaJ,s requiJ;ed or performed by persons other than the Contractor. . . . . 3.3.4 The Contractor shall be responsible for inspection of por- tions of Work already performed under this Contract to deter- inine that such portions are in proper condition to receive sub- sequent Work.. . 3.4 LABOR AND MATERIALS 3.4.1 Unless otherwise proviQ~d in.the Contract Documents, the Contractor shall provide and pay for labor, materials, equip- ment, tools, construction equipment and machinery, water, heat, utilities, transportl.tion, and other facilities and services necessary for proper executio1.l and completion of the Work, whether temporary or permanent and whether or not incorpo- rated or to be incorporated in the Work. 3.4.2 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. for a period of one-year after the date of Substantial Completion of the Work or designated portion thereof or after. the date of commencement of warranties established undE .Subparagraph 9.I.i. -' 3.5 WARRANTY l 3.5.1 The Contractor warrants to the Owner and Architec at materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permit- ted. by the Contract Documents, that the Work will be free from defects not inherent in the quality - required or permitted, and that the Work will conform with the requirements of the Contract Documents. Work not conforming to these require- ments, including substitutions' not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality ofmaterlals and equipment. 3.6 TAXES 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Con- tractor which are legally enacted - when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. 3.7 PERMITS, FEES AND NOTICES 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion .of the Work which are customarily secured after execution of the Contract and which are legally required when bids are received or nego- tiations concluded. 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities bearing on performance of the Work. 3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regula- tions. However, if the Contractor observes that portions of the Conttact Documents are at variance therewith, the Contractor shall promptly notify the Architect and Owner in writing, and necessary changes shall be accomplished by appropriate Modification. 3.7.4 If the Contractor performs Work knowing it to be con- trary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect and Owner, the Contractor shall assume full responsibility for such Work and shall bear the attributable costs. 3.8 ALLOWANCES 3.8.1 The' Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities against which the Contractor makes reasonable objection. 3.8.2 Unless otherwise provided in the Contract Documents: .1 materials and equipment under an allo~ce shall be selected promptly by the Owner to avoid delay in.the Work; . .2 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; 8 A201-1987 AlA DOCUMENT A201 . GENERAL CONDlTlONS OF THE CONTRACT FOR CONSTRUCTION. FOURTEENTH EDlTlON AlA" . @1987 THE AMERICAN INSTITUTE Of ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 . .It'. _ .L.~__&"_ .___1_____.....,__ .3 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for .stated allowmce amounts shall be induded in the Conttact Sum and not in the allowances; .4 whenever costs are more than or less than allOW3IlCe5, the Contract Sum shall be adjUsted accordingly by Change Order. The amount of the Change Order shall reflect (1) the ~erence between actual costs'and the allowances under Clause 3;8.2.2 and (2) changes in Contractor's costs imder Clause 3.8.2.3. 3.9 SUPERINTENDENT 3.9.1 The Contractor shall employ a competent superinten- dent and ne~ary assistants who shall be in a~a.€~' S. .~~18&~~I~~~::~~::~ . to the ~ s~qsJBiCtin'g'!Slttii~ to the Con- tractor: Important communications shall be confirmed in writ- ing. Other communications shall be similarly confumed on written request in each case. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES 3.10.1 The Contractor, promptly after being awarded the Con- tract, shalI 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 Con- tract Documents, and shall provide for expeditious and practi- cable execution of the Work. 3.10.2 The Contractor shall prepareiUld keep current, for the ArchiIect's approval, a schedule of submittals which is coordi- rutted with the Contractor's construction schedule and allows the Architect reasonable time to review submittals. 3.10.3 The Contractor shall conform to the most recent schedules. 3.11 DOCUMENTS AND SAMPLES AT THE SITE 3.11:1 The Contractor shalI maintain at the site for the Owner one record copy of the Drawings, SpecificatioriS, addenda, Change Orders and other Modifications, in good order and marked currently to record changes and selections made during construction, and in addition approved Shop Drawings, Prod- uct Data, Samples and simllar required submittals. These shall be available to the Architect and shall be delivered to the Archi- tect for submittal to the Owner upon completion of the Work. 3.12 SHOP DRAWlNGS,PRODUCT DATA AND SAMPLES 3.12.1 ShOp Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illUstrate some P-?rtion of the Work. . 3.12.2 Product Data are illustr.u:ions, standard schedules, per- formance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment f!=lr some portion of the Work. 3.12.3 Samples are. physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 3,12.4 Shop Drawings, Product Data, Samples and simila.r sub- mittals are not Contract Documents. The purpose of their sub- mittal is to demonstrate fox: those portions of the ~ork for which submittals are required the way the Contractor proposes to conform to the information given and the design concept expressed in the Coniract Documents. Review by the Architect is subject to the limitations of Subparagraph 4.2.7. 3.12.5 The Conttactor shall review, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contmct Documents with reason- able promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate con- tractors. Submittals made by the Contractor which are not required by the Contract Documents may be retumed without action. 3.12.6 The Contractor shall perform no portion of the Work . requiring. submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective;: submit- tal has been approved by the Architect. Such Work shall be in accordance with approved submittals. . 3.12.7 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. 3.12.8 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 the, Architect has given written approval to the specific deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Draw. ings, Product Data, Samples or similar submittals by the Archi- tect'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. 3.12.10 Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. 3.12.11 When professional certification of performance criteria of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon the accuracy and completeness of such calculations and. certifi- cations. . 3.13 USE OF SITE 3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. 3.14 CUTTING AND PATCHING 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or other- wise altering such construction, or by excavation. The Contrac- tor shall not cut or otherwise alter such construction by the . . AlA DOCUMENT A201 · GENERAL CONDiTiONS OF THE CONTRACT FOR CONSTRUCTION. 'FOURTEEN11i EDmON AlAe . @ 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 A201.1987 9 Owner or a separate contractor except with written consent of the Owner and of such separate contmctorj such consent shall not be unreasonably withheld. The Contmctor shall not unrea- sonably 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 surround- ing area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, constrl.1ction equipment,. machinery and surplus materials. ' 3.15.2 If the Contrnctor fails to dean up as provided in the Contract Documents,. the Owner may do so and the cost thereof shall be charged to the Contractor. 3.16 ACCESS TO WORK 3.16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever . located 3.17 ROYALTIES AND PATENTS 3.17.1 The ContraCtor shall pay all royalties and license fees. The ContraCtor shall defend suits or claims for infringement of 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 prod- uct of a particular manufacturer or manufacturers is required by the Contract Documents. However, if the ContraCtor has rea- son to believe that the required design, process or product is an infringement of a patent; the Contractor shall be responsible for such loss unless such information is promptly furnished to the Arch~tect 3.18 INDEMNIFICATION 3.18.1 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Architect, Archi- teet's consultants, and agents and employees of any of them from and against cl2ims, damages, losses and expenses, includ- ing but not limited to attorneys' fees, arising out of or resulting ,from performance of the Work, provided that su~ claim, dam- age, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible prop- erty (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 omi&sions of th~ Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caus,ed in part by it party , indemnified hereunder. Such obligation shall not be constrUed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Paragraph 3.18. , . 3.18.2 In-claims against any person or entity indemnified under this Paragraph 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 indemnifica- tion obligation under this Paragraph 3.18 shall not be limited by a limitation on amount or type of ~ages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' or workmen's compensation acts, disability benefit acts, or other employee benefit 'acts. 3.18.3 The obligations of the Contractor under this Paragraph 3.18 shall not extend to the liability of the Architect, fhe Archi- . teet's consultants, and agents and employees of any of them arising out of (1) the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or specifica- tions, or (2) the giving of or the fuilure to give directions or instructions by the Architect, the Architect's consultants, and agents and employees of any of them provided such giving or failure to give is the primary cause of the injury orrlamage. ARTICLE 4 ADMINISTRA nON OF THE CONtRACT 4.1 ARCHITECT 4.1.1 The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture iden- tified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect" means the Architect or the Architect's authorized representative. 4.1.2 Duties, responsibilities and limitations of authority of the Architect, as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unrea- sonably withheld. 4.1.3 In case of termination of employment of the Architect, the Owner shall appoint an architect against whom the Con- tractor makes no reasonable objection and whose status under the Contract Documents shall be that of the former architect. 4.1.4 Disputes arising under Subparagraphs 4.1.2 and 4.1.3 shall be subject to arbitration. 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents, and will be the Owner's representative (1) during constrUction, (2) until final payment is due and (3) with the Owner's concurrence, from time to time during the correction period described in Para- graph 12.2. The Architect will advise and consult with the Owner. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified by written instrument in accordance with other provisions of the Contract. 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the completed Work arid to determine " in general i,fthe Work is being performed in a manner indicat- , ing that the Work, when completed, will be in accordance with the Contract Documents. However, the Archltect will not be requii:ed to make exhaustive or continuous on-site inspections to check quality or quantity of the Work. On the basis of on- site observations as an architect, the Architect will. keep the Owner informed of progress of the Work, and will endeavor to guard the Owner against defects and defidencies in the Work. 4.2.3 The Architect will not have control over or charge of and will not be responsible for constrUction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with' the Work, since these are solely the Contractor's responsibility as provided in Paragraph 3.3. The Architect will not be responsible for the Contractor's failure to C2Iry out the Work in accordance with the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Con- 10 A201.1987 AlA DOCUMENT A201 · GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION. FOURTEENTH EDITION AlA" . @1987THEAMERICANINSTITUTEOFARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 tractor, Subco~tractors, or their agents or employee$, or of any other persons perfonning portions of the Work. 4.2.4 Communications Facirltating Contract Administra- tion. Except as otherwise provided in the Contract Documents or when direct communications have been spedal1y autho- rized, the Owner and Contractor shall endeavor to communi- cate through the Architect. Communications by and with the Architect'.s consultants shall be through the Architect. Commu- nications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate cpntractors shall be through the Owner. 4.2.5 Based on the Architect's observations and evaluations of the Contractor's Applications .for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such.amounts. 4.2.6 The Architect will have authority to reject Work which does not confono to the Contract Documents. Whenever the Architect considers it necessary or advisable for implementa- tion of the intent of the Contract Documents, the Architect will have authority to' require additional inspection or testing of the Work in accordance with Subparagraphs 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 Archi- tect to the Contractor, Subcontractors, material and eqUipment suppliers, their agents or employees, or other persons perform- ing 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 limi~ed purpose of checking for conformance with information given and the design .conceptexpressed in the. Contract Docu- ments. The Architect's action will be taken with such reason- able promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the pwpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for inst2llation or perfoimance 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 submit- tals shall not relieve the Contractor of the obligations under Paragraphs 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 Glfangt: Orders and Construc- tion Change Directives, and-may authorize minor changes in the Work as provided in Paragraph 7.4. . . 4.2.9 The Architect will conduct inspections to detennine the date or dates of Substantial Completion and the clate of final . completion, will receive and forward to the Owner for the Owner's review and records written warranties and related documents required by the Contract and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. 4.2.10 If the Owner and Architect agree, the Architect will pro- vide one or more project representatives to assist if1 carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authoI':!ty of such project representatives shall be as set forth in an exhibit to be incorpo- rated in the Contract Documents. 4.2.11 The Architect will interpret and decide inatters concern- ing performance under and requirements of the Contract Documents on written request of either the Owner or Contrac- tor. The Architect's response to such requests will be made with reasonable promptness and within any time limits agreed upon. If no agreement is made concerning the time within which interpretations required of the Architect shall be fur- nished in compliance with this Paragraph 4.2, then delay shall not be recognized on account of failure by the Architect to fur- nish such interpretations until 15 days after written request is made for them. 4.2.12 Interpretations. and decisions of the. Aicmtect will be . consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and . will not be liable for results of interpretations or decisions so rendered in good faith. . 4.2.13 The ArchiteCt's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. 4.3 CLAIMS AND DISPUTES 4.3.1 Definition. A Claim is a demand pr assertion by one of the parties seeking, as a matter of right, adjustment or interpre- tation of Contract terms, payment of motiey, extension of time or other relief with respect to the terms of the Contract. The term "Cl2im" also includes other disputes and matters in ques- tion between the Owner and Contractor arising out of Or relat- ing to the Contract. Qaims must be made by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim. 4.3.2 Decision of Architect. Claims, including those alleginre an error or omission by the Architect, shall be referred initlall to the Architect for action 'as provided in Paragraph 4.4. A deci- sion by the Architect, as provided in Subparagraph 4.4.4, shall be required as a condition precedent to arbitration or litigation of a Claim between the ContraCtor and Owner as to all such matters arising prior to the date final payrqent is due, regardless of (1) whether such matters relate to execution and progress of the Work or (2) the extent to which the Work has been com- pleted. The decision by' the Architect. in response to a cIaim shall not be a condition precedent to arbitration or litigation in the event (1) the position of Architect is vacant, (2) the Architect has not received evIdence or has failed to render a decision within agreed time limits, (3) the Architect has failed. to take action required under Subparagraph 4.4.4 within 30 clays after the Claim is made, (4) 45 clays have passed after the Claim has been referred to the Architect or (5) the Claim relates to a mechanic's lien. 4.3.3 Time Umits on Claims. Claims by either party must be rDade 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. Cl2ims must be made by written notice. An additional Claim made . after the initial Claim has been implemented by. Change Order will not be considered unless submitted in a timely manner. AlA DOCUMENT A201 . GENERAL. CONDITIONS OF THE CONTRACT FOR CONSTRUCTION. FOURTEENTH EDmON . AlAe. @1987THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE. N.W.. W'ASHINGTON. D.C. 20006 A201-1987 11 . 'I... :'.1_'_".' .. _ _ _.e_.~t_."'& I_u._ ..._08 1_ _.....:__...._ '__1 _____....__ . 4.3.4 ContInuing Contract Performance. Pending final reso- lution of a Claim induding arbitration, unless otherwise agreed in writing the Contractor ShaII. proceed diligently with perfor- mance of the Contract and the Owner shall continue to make payments in accordance with the Contract Dqcuments. 4.3.5 Waiver of Claims: Final Payment. 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 aris- ing out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. 4.3.6 Claims for Concealed or Unknown Conditions. If con- ditions are encountered at the site which are (1) subsurface or otherwise concealed physical conditions which differ materi-' ally from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which dif- fer materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions are disturbed and in no event later man 21 days after first observance of the conditions. The Archi- tect will promptly investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially ~ferent from those indicated in the Contract Documents and that no change in the teansof the Contract is justified, the Architect shall so notify the Owner .and' Contractor iri' Writing, stating the reaSons. Claims by either party in opposition to such determination must be made within 21 days after the Architect has given notice of the decision. If the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the adjustment shall be referred to the Architect for Initial deter- mination, subject to further proceedings pursuant to Paragraph 4.4. 4.3.7 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property ar.ising under Para- graph 10.3. If the Contractor believes additional" cost is involved for reasons including but not limited to (1) a written interpretation from the Architect, (2) an order by the Owner to stop the Work where the Contractor was not at fault, (3) a writ- ten order for a minor change in the Work issued by the Archi- tect, (4) failure of payment by the QwnerJ (5) termination of the Contract by the Owner, (G).Owner's suspension or (7) other reasonable grounds, Claim sh;ill be filed in accordance with the procedure established herein. 4.3.8 Claims for Additlon~1 Time 4.3.8.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of COSt and of probable effect of delay on progress of the Work. In the case of a continuing delay only one Claim is necessary. 4.3.8.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data . -substantiating that weather conditions were abnoonal for the period of time and could not have been reasonably anticipated.; and that weather conditions had an adverse effect on the scheduled construction. 4.3.9 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party,. of any of the other party's employees or agents, or of others for whose acts such party is leg2lly liable, 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 first observance. The notice shall provide sufficient detail to enable the other party to investigate the matter. If a Claim fOr addi- . tiona! cost or time related to this Claim is to be asserted, it shall be filed as provided in Subparagraphs 4.3.7 or 4.3.8. 4.4 RESOLUTION OF CLAIMS AND DISPUTES 4.4.1 The Architect will review Claims and take one or more of the following preliminary actions within ten days of receipt of a Claim: (1) request additional supporting data from the claimant, (2) submit a schedule to the parties indicating when the Archi- tect expects to take action, (3) reject the Claim in whole or in part, stating reasons for rejection, (4) recommend approval of the Claim by the other party or (5) suggest a compromise. The Architect may also, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. 4.4.2 If a Claim has been resolved, the Architect will prepare or obtain appropriate documentation. 4.4.3 If a Claim has not been resolved, the party making the Claim shall, within ten days after the Architect's preliminary response, take one or more of the following actions: (1) submit additional supporting cla,ta requested by the Architect, (2) modify the initialOaim or (3) notify the Architect that the initial . Claim stands. 4.4.4 If a Claim has not been resolved after consideration of the foregoing and of further evidence presented by the parties or requested by the Architect, the Architect will notify the parties in writing that the Architect's decision will be made within seVen days, which decisicm shall be final and binding on the parties but subject to arbitration:' Upon expiration of Such time period, th~ Architect will render to the parties the Architect's written decision relative to the Claim, including any change in the Contract Sum or Contract Time or both. If there is a surety and there appears to be a possibility of a Contractor's default, the Architect may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. 4.5 ARBITRAtiON 4.5.1 Controversies and Claims Subject to Arbitration. Any controversy or Claim arising out of or related to the Contract, or the breach thereof, shall be settled by arbitration in accor- dance with the Construction Industry Arbitration Rules of the American Arbitration Association,. and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof, except controversies or Claims relating to aesthetic effect and except those waived as provided for in Subparagraph 4.3..5. Such controversies or Claims upon which the Architect has given notice and rendered a decision as provided in Subparagraph 4.4.4 shall be subject to arbitration upon written demand of either party. Arbitration may be commenced when 4S days have passed after a Claim has been referred to the Architect as provided in Paragraph 4.3 and no decision has been rendered. 12 A201-1987 AlA DOCUMENT A201 . GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION · FOURTEENTH EDITION AlA" . @ 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 173; NEW YORK AVENUE, N.W., W ASHlNGTON, D.C. 20006 WARNINn, IJnlieen~ Dhotocnovina violate,; u.s. cODvriaht laws and is subiect to leQaI prosecution. 'contractors, 'Subcontractors, Sub-subcontJ!actors, Vendor.s and Suppliers 4.5.2 Rules and Notices for Arbitration. Claims between the Owner and Contractor not resolved under Paragraph 4.4 shall, if subject to arbitration under Subpar.tgrnph 4.5.1, be deeded by arbitration in accorcbnce with the Construction Industry Arbitration Rules of the American Arbitration Association cur- rently in effect, unless the parties mutually agree otherwise. Notice of demand for arbitration shall be filed in writing with the other party to the Agreement between the Owner and Con- tractor and with the American Arbitration Association, and a copy shall be filed with the Architect. 4.5.3 Contract Performance During Arbitration. During arbi- tration proceedings, the Owner and Contractor shall comply with Subparagraph 4.3.4. 4.5.4 When Arbitration May Be Demanded. Demand for arbi- tration of any C)aim may not be made witil the earlier of (1) the ' date On which'the Architect has rendered a linal written ded- . sionon the Claim, (2) the .tenth da.yafter the parties have pre- sented evidence to the Architect or have been given reasonable opportunity to do so,. if the Architect has not rendered a final written decision by that date, or (3) any of the five eventS described in Subparagraph 4.3.2. 4.5.4.1 When a written decision of the Architect states that (1) the decision is final but subject to arbitration and (2) a d~d for arbitration of a Claim covered by such decision must be made within 30 days after the date on which the party making the demand receives the final written decision, then failure to demand arbitration within said 30 days' period shaU result in the Architect's decision becoII)ing final and binding upon the Owner and Contractor. If the Architect renders a decision after arbitration proceedings have been ~tiated, su~ decision QJaY be entered as evidence, but shall not supersede arbitration pro- ceedings unless the decision is acceptable to all parties concerned. 4.5.4.2 A demand for arbitration shall be made within the time limits specified in Subparagraphs 4.5.1 and 4.5.4 and Clause 4.5.4.1 as applicable, and in other cases within a reasonable time after the Claim has arisen, and in no event shall it .be made after the date when institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute of limitations as determined pursuant to Paragraph 13.7. 4.5.5 Limitation on Consolidation or Joinder. No arbitration arising out of or relating to the Contract DocumentS shall include, by consolidation or joinder or in any other manner, the Architect, the Architect's employees or consultants, except by written consent. containing specific reference to the Agree- ment and signed by the Architect, Owner, Contractor and my other person or entity sought to be joined. ~o arbitration shall include b consolidation or 'oinder or in any other manner, parties other than the OWner, Contractor.fta separate contrac- tor as described in Article 6 and other persons substantially involved in a tommon question of fact. or law whose presence is required if complete reliefis to be accorded in arbitration. No person or entity other than the Owner, Contractor or a separate contractor as described in Article 6 shall be included as an orig- inal third party or additional third party to an arbitration whose interest or responsibility is insubstantial. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of a dispute not described therein or with a person or entity not named or described therein. The fore- going agreement to arbitrate and other agreementS to arbitrate with an additional person or entity duly consented to by parties to the Agreement shall be specifically enforceable under appli- cable law in any court having jurisdiction thereof. 4.5.6 Claims and Timely Assertion of Claims~ A party who. files a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitra- tion is permitted to be demanded. When a party fails to include a Claim through oversight, inadvertence or excusable neglect, or when a Claim has matured or been acquired subsequently, the arbitrator or arbitrators may permit amendment. 4.5.7 Judgment on Final Award. The award rendered by the arbitrator or arbitrators shall be fin2l, and judgment may be entered upon it in accordance with applicable law in any court having jurisdictiQn thereof. . 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 perfo~ 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 Subcon- tractor. The term "Subcontcictor" does not include a separate contractor or subcontracto~ of a separate contractor. 5.1.2 A Sub-subcontractor is a person or entity who has a direct Qr indirect contract with a SubcontractOr to perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CO~AACTS FOR PORTIONS OF THE WORK 5.2.1 'Unless otherwise stated in the Contract' Documents or the bidding requirementS, the Contractor, as soon as prac- , ticable after award of the Contract, shall fumish in writing to the Owner through the Architect the names of persons or enti- ties (including those who are to furnish materials or equipment fabricated to a special design) proposed for each princip~ por- tion of the Work. The Architect will promptly reply to the con. tractor in writing stating whether or not the Owner or th Architect, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Architect to reply promptly shall constitute notice of no reason- able objection. . 5.2.2 The Contractor, shall not contract with a proposed per- son or entity to whom the Owner or Architect has made rea- sonable 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 Contract'!r, the Contiactor shall propose another to whom the Owner or Architect has no reasonable objection. The Contract Sum shall be increJSed or decreased by the difference in cost occasioned by such change and arrappropriate Change Order shall be issued. However, no increa:;e in the Contract Sum shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such ~ge. AlA DOCUMENT A201 · GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION · FOURTEENTH EDITION AlA Ql . @1987 THE AMERiCAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE. N.W.. WASHINGTON, D.C. Z0006 A201-1987 13 Wa.I:UJIN~. Ilnfi,..6fte-ol'l r\hntn,...nnvinn "i""l~ta. II c: ",,,,,",,l'il"lht lawe ~"" ie CllhlJ'cl tn tPn&l1 nm.cu:l!f"~utlon. . 5.3 SUBCONTRACTUAL RELATIONS 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Docu- ments, and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by these Docu- ments, assumes toward the Owner arid Architect. 'Each subcon- tract 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 Subcontraet~r so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner; Where appropriate, the Contractor shall require each ' Subcontractor to enter into Simi1ar agreements with Sub-sub- contraCtors. The Contractor shall make available to each pro- posed Subcontr.lctor, 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 condi- tions of the proposed subcontract agreement which may be at variance with the Contract Documents. Subcontractors shall si.m.ilarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that: ,1 assignment is effective only after termination of the Contract by ,the Owner for cause pursuant to Para- graph 14.2 md only for those subcontract agreements which the. Owner accepts. by notifying the Subcon- tractor in writingi and ' .2 assignment is subject to the prior rights of the sure~, if any, obligated under bond relating to the Contract. 5.4.2 If the Work has been suspended for more than 30 days, the Subcontractor's compensation shall be equitably adjusted . ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS ' 6.1.1 The Owner reserves the right to perform ~onstru~tion or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other por- tions . of the project or other cc;lI.l5triiction 'Or operations on the site under Conditions of the Contra!=t identical or substantially similar ~o these induding those portions related to inSUrance and w:Kver of subrogation. If the ContraCtor claims that delay or additional cost is involved because of such llCtiO[). by the Owner, the ContrllctOr shall make such Claim as provided else- where in the Contract Documents. 6.1.2 When separate contracts are awarded for different por- tions 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 activi- ties of the Owner1s own forces and of each separate contractor with the Work of the Contractpr, who shall cooperate with them. The Contractor shall participate with other separate con- tractors and the Owner in reviewing their construction sched- ules when directed to do so,, The Contractor shall make any revisions . to the construction schedule and Contract Sum 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 md the , Owner until subsequently revised. 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or openttions related to the Project with me Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the Contractor under the Condi- tions of the Contract, including, without excluding others, those stated in Article 3, this' Article' 6 and Articles 10, 11 and 12. 6.2 MUTUAL RESPONSIBILITY 6.2.1 The Contractor shall afford the Owner and separate con- tractors reasonable opportunity for introduction and storage of their materials and equipment and perfonnance of their activi- ties and shall connect and coordinate the Contractor's con- struction and operations with theirs as required by the Contract Documents. 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior"to proceeding with that portion of the Work, promptly report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. FailUre of the .ContraCtor so to report shall constitute an acknowledgment that the Owner's or sepa- rate contractors' completed or partlally completed construction ,is fit and proper to receive the Contractor's Work, except as to defects' not then reasonably discoverable. 6.2.3 Co~ caused by delays or by improperly timed activities or defective construction shaI1 be borne by the party responsi- ble therefor. ' 6.2.4 The Contractor shall promptly remedy dama.ge wrong- fully caused by the Contractor to completed or partially com- pleted construction or to property of the Owner or separate coritractors as provided in Subpil.t2graphlO.2.5.' ' 6.2.5 Claims and other disputes and matters In question between the .Contractor and a separate contractor shall be sub- ject to the provisions of Paragraph 4.3 provided the separate contractor has r~ciprocal obligations. 6.2.6 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described , for rh:e Contractor In Paragrap~ 3.14. . 6.3 OWNER'S RIGHT TO CLEAN UP 6.3.1 If a dispute arises among the Contractor, separate con- tractors and the Owner as to the responsibility. under their respective contracts for maintaining the premises and surroimd- ing area free from waste materials and rubbish as described in Paragraph 3.15, the Owner may clean up and allocate the cost among those responsible as the Architect determines to be just. 14 A201.1987 AlA DOCUMENT A201 . GENERAL'CONDmONS OF THE CONTRACT FOR CONSTRUCTION · FOURTEENnI EDITION AlA- . @1987 THE AMERlCAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE. N.W.. WASHINGTON. D.C. 20006 WARNING: Unlicensed photocopying violates U.S. copyright laws an~ is S\lbject to legal prosecution. ARTICLE 7 CHANGES IN THE WORK 7.1 CHANGES 7.1.1 Changes in the Work may be accomplished after execu- tion 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 I Contractor and Architect; a Construction Change Directive requires agreement by the Owner and ACchitect and mayor may not be agreed to by the Contractor; an order for a .minor change in the Work may be issued by the Architect alone. 7.1.3 Changes. in the Work shall be performed under appli- cable provisions of the Contract Documents, and the Contrac- tor shan proceed promptly, unless otherwise provided in the . Change Order; ConstrUc.tion Change Directive or order fo.r a minor change in the Work. 7.1.4 If unit prices are stated in the Contract Documents. or subsequently agreed upon, and if quantities originally con- templated are so changed in a ptoposed Change Order or Con- struction Change Directive 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. 7.2 CHANGE ORDERS 7.2.1 A Change Order is a written instniment prepared by the Architect and signed by the Owner, Contractor and Architect, . . . stating their agreement upon all of the following: .1 a change in the Work; .2 the amount of the adjustment in the Contract Sum, if anYiand .3 the extent of the adjustment in the Contract Time, if any. 7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Subparagraph 7.3.3. 7.3 CONSTRUCTION CHANGE DIRECTIVES 7.3.1 A Constructio~ Change Directive is a written order pre- pared by the Architect and signed by the Owner and Architect, directing a change in the Work and stating a proposed basis for adjustment, if any, in the. Contract Sum or Contract Time, or both. The .Owner may by Constniction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of addi. tions, deletioQS or other revisions, the Contract Sum and Con- tract Time being adjusted ?1c;:cordingly': 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 per- mit evaluationi .2 unit prices stated in the Contract Documents or .sub- sequently agreed upon; .3 cOSt to be detennined. in a manner agreed upon by the parties and a mutually acceptable fixed or percent- age feej c;>r .4 as pr~vided in Subparagraph 7.3.6. 7.3.4UpOll receipt of a Construction Change Directive: the Contractor shall promptly proceed with the change in. the Work involved and advise the Architect of the Contractors agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the pro- posed adjustment in the Contract Sum or Contract Time. 7.3.5 A Coilstruction Change Directive signed by the Contrac- tor indicates the agreement of the Contractor therewith, includ- ing adjustment in Contract Sum and Contract Time or the method for determining them. Such agre~entshall beeffec- tive. immediately and shall. be recorded. as a Change Order. 7.3.6 If the Contractor does not respond p~mptly or disagrees with the method for adjustment in the Contract Sum. the method and the adjustment shall be determinl;:d by the Archi- tect on the basis of reasonable expenditures and savings of those performing the Work attributable to the cnange, indUd-. ing. in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit. In such case, and also under Clause.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 Subparagraph 7.3.6 shlill: be limited to the following: .1 costs.. of labor, including social security, old age and . unemployment inSurance, fringe benefits. req1.1i.red by agreement or custom, and workers' or workmen's compensation. insurance; .2 costs of materials, supplies and equipment, includ- ing cOSt of tranSportation, whether incorporated or consumedi .3 rental costs. of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 costs. of pl;'emiums for all bonds and insurance, permit . fees, and sales, use or similar taXes related to the WO~iand . . .5 additional costs of supervision and field office person- nel directly attributable to the change. 7.3.7 Pending final determination of cost to the Owner, amounts not in .dispute IIiay be included in Applications for Payment. The 3Illount of credit to be allowed by the Contrac- tor to the Owner for a deletion or change which results in a net decrease in the Contract Sum shall be actual net cost as con- tlrIned by the Architect. When both additions and credits. covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured. on the basis of net increase, if any, with respect to that change. 7.3.8 Ii the Owner and Contractor do not agree with the adjustment in Contract Time or the method for determining it, the adjustment or the method shall be referred to the Architect for determination. 7.3.9 When the Owner and Contractor agree with the deter- mination made by the Architect concerning the adjustments. in the Contract Sum and Contract Time, or otherwise reach agree- ment. upon the adjustments, such agreement ~hall be effective immediately and shall be recorded by preparation and e.;{ecu- tion of an appropriate Change Order. AlA DOCUMENT A201 . GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION. FOURTEENTH EDITION AlA'" . @1987THEAMERICANINSTITUTEOFARCHITECTS. 1735 NEW YORK AVENUE. N.W., WASHINGTON, D.C. 20006 A201.1987 15 WARNING~ Unlicensed Dhotocoevlnci violatE'S U.S. cDDvriaht laws and is subiect to leRSI prosecution. 7.4 MINOR CHANGES I~ THE WORK 7.4.1 The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected 'by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such written ordexs promptly. ARTICLE 8 TIME . 8.1 DEFINITIONS ' 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustthents, allotted in the Con- tract Documents for Substantia.! Completion of rhe Work. 8.1.2 The date of commencement of the Work is the date established in the Agreement. The date shall not be postponed by the failure to act of the Contractor or of persons or entities for whom the Contractor is responsible. ' 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Paragraph 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 Con- tractor cornmns that the Contract Time is a reasonable period for performing the Work. 8.2.2 The Contractor shall not knowingly, except by agree- ment or instruction of th!: Owner in writing, prematurely com- mence operations on the site or elsewhere prior to the effective date of insurance ,..equired by Article 11 to be fumished by the Contractor. The date of commenceqlet)t of the Work shall not be changed by the effective date of such insurance. Unless the date of commencement is established by a notice to proceed given by the Owner, the Contractor shall notify the Owner in writing not less than five days or other agreed period before commencing the Work to permit the timely filing of mortgages, mechanic's liens and other security interests. 8.2.3 The Contractor shall proceed expeditiously with ade- quate forces and shall achieve Substantial Completion within the Contract Time.. 8.3 DELAYS AND EXTENSIONS OF TIME 8.3.1 If the Contractor is delayed at any time in progress of the Work by an act or neglect of the Owrter or Architect, or of an employee of either, or of a sep:14lte contractor employed by the Owner, or bt changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes bey9nd ~e Contractor's control, or by delay authorized by the Owner pending arbitration, or by other causes which the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. 8.3.2 Claims relating to time shall be made in accordartce with applicable proviSions of Paragraph 4.3. ' ' , " . 8.3.3 This Paragraph 8.3 does not preclude recovery ot'dam- ages for delay by either party under other provisions of ,the Contract Documents. . ARTICLE 9 PAYMENTS AND' COMPLETION 9.1 CONTRACT SUM 9.1.1 The Contract Sum is stated in the Agreement and, includ- ing 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 9.2.1 Before the first Application for Payment, the Contractor shall submit to the Architect a schedule of values allocated to. various portions of the Work, prepared in such form and sup-' poned' 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 Applica- tions for Payment. . 9.3 APPUCATIONS FOR PAYMENT 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment for operations completed in accordance with the schedule of values. Such application shall be notarized, if required, and supponed by such data substantiating the Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions from ,Subcontractors and material suppliers, and reflecting retainage if provided for elsewhere in the Contract Documents. 9.3.1.1 Such applications may include requests for payment on account of changes in the Work which have been properly authorized by Construction Change Directives but not yet included in Change Orders. 9.3.1.2 Such applications may not include requests for pay- ment of amounts the Contractor does not intend to pay to a Subcontractor or materiai supplier becauSe of a dispute or other reason. 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incor- poration in the Work. If approved in advance by the Owner, payment may si.milmy be made for materials and equipment . suitably stored off the site at a location agreed ':lpon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner. to establish the Owner's title' to such materials and equipment or otherwise protect the Owner's interest, and shall .include applicable insurance, storage and transportation to the site for ,such materials. and equipment stored off the site. 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment :ill Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information :md belief, be free and clear of liens, claims. security interests .or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. 9.4 CERTIFICATES FOR PAYMENT 9.4.1 The Architect will, within seven days after receipt of the Contractor's Applicatio~ for Payment, either issue to the 16 A201-1987 AlA DOCUMENT A201 . GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION · t'CJuaTt:ENTH EDmON AlA" . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE, N.W.. WASHINGTON. D.C. 20006 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution; , Owner a Certi.licat~ for Payment, with a copy to the Contrac- tor, for such amoWlt as the Architect determines is properly due, or hOtify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Subparagraph 9.5.1. 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect .to the Owner, based on the Architect's observations at the site and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowl- edge, information and penef, quality of the Work is in accor- dance wi~ the ContraCt Documents. The foregoing representa- tions are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inSpections, to minor deviations from the Contract Documents correctable prior to completion. and. to specific. qualifications expressed by the Architect... The issuance of it Certificate for Payment will further constitute a representation that the Contractor is entitled to p~yment in the amount certified. However, the issuance of a Certificate for Pay- ment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) made examination to ascertain how or for what purpose the Contrac- tor has used money previously paid on account of the Contract Sum. 9.5 DECISIONS TO WITHHOLD CERTIFICATION $.5.1 The Architect may decide not to certify payment and may withhold a Certificate for Payment in whole o.r iIl part, to. the extent reasonably necessary to protect the Owner, if.fr1 the Architect's opinion the representations to the Owner required by Subparagraph 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the ArChitect will notify the Contractor and Owner as provided in Subparagraph 9.4.1.' If the Contractor and Architect cannot agree on a revised amount, '!:pe Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Archi- tect may also dedde not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously. issued, to such extent as. may be necessary in the ArChitect's opinion to protect the Owner from loss. because of: .1 defective Work not remedied; .2 third party claims f1led or reasonable evidence indicat- ing probable filing of such claims; .3 f:l.i1ure of the Contractor to - make payments prop- erly to Subconmii:tors or for labor, materials or equipm~t; . . .4 reasonable evidence that the Work cannot be com- pleted for the unpaid balance of the Contract Sum; . .5 damage to the Owner or another contractor; .6 reasonable evidence that the Work will not be com- pleted within the Contract Time, and that the unpaid balmce would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 persistent failure to carry out the Work in accordance with the Contract Documents. 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. 9.6 PROGRESS PAYMEN'fS 9.6.1 After the Architect has issued a. Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Docunients, and shall so notify the Architect. . 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amoWlt paid to the Contractor on account of such Subcontractor's por- tion of the Work, the amount to whiCh said Subcontractor is entitled, reflecting percentages actually C'!=talned from payments to the Contractor on account of such Subcontractor's portion of the Work. The Contractor shall, byappropdate agreement with eaCh Subcontractor, require eaCh Subcontractor to make payments to Sub-subcontractors in similar manner. . 9.6.3 The Architect will, on requ~t, fu!lli.sh to a Subcontrac- tor, if practicable, information regarding percentages of com- pletion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of por- . tions of the Work done by sl.:'Ch Subcontractor. . 9.6.4 Neither the OWner nor ArChitect shall have an obligation to payor to see to the payment of money to a Subcontractor except as may otherwise be required by law. 9.6.5 Payment to material suppliers shall be treated In a manner similar to that provided In Subparagraphs 9.6.2,9.6.3 and !il.6.4. 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Own~ shall not constitute acceptance of Work not in accordance with the Contract Documents. 9.7 FAILURE OF PAYMENT 9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amoWlt cer- tified by the Architect or awarded by arbitration, ~en the con-. tractor 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 C<;>ncract 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, w.hich shall be accomplished as provided in Article 7. 9.8 SUBSTANTIAL COMPLETION . . . 9.8.1 Substantial Completion !s the stage in the progress of the Work when the Work or designated portion thereof is suffi- ciently complete in accordance with the Contract Documents So the Owner can occupy or utilize the Work for its intended use. 9.8.2 When the Contractor considers that the Work, or a por- tion 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. The Contractor shall proceed promptly to com- plete and correct items on the list. Failure to include an item on suCh list does not alter the responsibility of the Contractor to complet~ all Work in accordance with the Contract Docu- ments. Upon receipt of the Contractor's list, the Architect will make an inspection. to determine whether the Work or desig- AlA DOCUMENT A201 · GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION. FOURTEENTH EDITION AIA<il . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE. N.W., WASHINGTON, D.C. 20006 A201-1987 17 WARNING: Unlicerlsed photocopying violates U.S. copyrighllaws and Is subject 10 legal prosecution. . nated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not 'included. on the Contractor'S list, which is qot in accordance with the requirements of the Contract Documents, the Contrac- tor shall, before isS\r.lOce of the Certificate of Substantial Com- pletion, complete or correct such item upon notification by the Architect. The Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. When the Work or designated portion thereof is substantiaIly complc:te, the Architect will prepare a Certificate of Substantial Completion which shall establish the date of Sub- stantial 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 ftnish all items on the list accompanying the Certificate, Warranties required. by the Con- ttact Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Comple- tion. The Certificate of Substantial Completion shall be sub- mitted to the Owner and Cont1'2ctor for their written accep- tance of responsibilities assigned to them in such Certificate. 9.8.3 Upon Substantial Completion of the Work or desIgnated portion thereof and upon application by the Contractor and certification by the Architect, the Owner shall make payment, reflecting adjustment in retainage, if any, fat such Work or por- tion thereof as provided in the Cont1'2ct Documents. 9.9 ,PARTIAL OCCUPANCY OR USE . 9.9.1 The Owner may occupy or use any completed or par- tiaIly completed portion of, the Work at any stage when such portion is designated by separate agreement , with the Cont1'2c- tor, provided such occupancy or use is consented to by the insurer as required under Subpa1'2graph 11.3.11 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantiaIly complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, secu- rity, maintenance, heat, utilities, damage to the Work and insur- ance, and have agreed in writing concerning the period for cor- rection of the Work and commencement' of 'warranties required by the Cont1'2ct Documents. When the Contractor considers a po~on substantially complete, the Contractor shall prepare and submit a list. to the ~chitect as provided under Subparagraph 9.8.2. Consent of the Contractor to partial occu- pancy or use shall not be unreason'2bly' withheld. The stage of the progress of the Work shall be determined by written agree- ment between the Owner and Cont1'2ctor or, if n6 agreement is reached, by decision of the Architect. 9.9.2 Immediately prior to Sl.:!ch partial occupancy or use, the Owner, conti:actoJ and Architect shall jointly inspect the area to be occupied or portion of ~c:: 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 accep- tance of Work not complying with' the requirements of the Contract Documents. 9.10 RNAL COMPlETION AND FiNAL PAYMENT 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work accept- able under the Contract Documents and the Contract fully per- formed, the Architect will promptly issue a final Certificate for ,Payment stating that to the best of the Architect's knowledge, information and belief, and on the b~is of the Architect's observations and inspections, the Work has been completed in accordance with' terms and conditions of the Contract Docu- ments and that the entire balance found to be due the Contrac- tor and noted in said final Certificate is due and payable. The . Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being enti~ed to final payment have been fulfilled. 9.10.2 Neither final payment nor any remaining retained percentage shall' become due until the Cont1'2ctor submits to the Architect (1) an affidavit that payrolls, bills for materials' and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or enCumbered (less amounts withheld by Owner) have been paid or otherwise satisfied,' (2) a certificate evidenc- ing that insurance required by the Cont.r:l.ct Documents to remain in force after final payment is currently in effect and will not be C1O~elled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance; will not be reneWable to cover 'the period requir~d by the Cont1'2ct Documents, (4) consent of surety, if any, to final payment and (5), if required by the Qwner,'other data establishing payment or satisfaction df obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances wing out of the Contract, to the extent and. in such form as may be designated by the Owner. If a Subcon- tractor refuses to furnish a relCllSC or waiver required by the Owner ,the ContraCtor may furnish a bond satisfactory to the Owner to indemnify the Owner against such,lien. If such lien remains unsatisfi~d after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, inclUding all costs and reasonable attorneys' fees. ' 9.10.3 If, after Substantial Completion of the Worki final com- pletion th~eof is materially delayed through no fault of the Cont1'2ctor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by. the Cont1'2ctor and certification by the Architect, and without terminating the'Contract, make payment of the balance due for that portiqn of \:pe Work fully completed and accepted. If the remaining balance for Work not fully com- pleted or corrected is less than retainage, stipulated in .the Con- . tract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that por- tion of the Work fully completed and accepted shall be submit- ted 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. The making of final payment shall constitute a waiver of claims by the Owner as provide,d in Sub- paragraph 4.3.5.' . 9.10.4 Acceptance of final payment by the Contractor, a Sub- cont1'2ctor 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. Such waivers shall be in addition to the waiver described in Subparagraph 4.3.5. 18 A201.1987 AlA DOCUMENT A201 . GENERAL CONDlTlONS OF THE CONTRACT FOR CONSTRUCTION · FOURTEENTH EDlTlON AlA" . @)1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE. N.W., WASHINGTON. D,C. 20006 WARNING: Unlicensed photocopying violates U.S. copyright laws and Is subject to legal prosecution. . nated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not . induded on the Contractor'S list, which is qot in accordance with the requirements of the Contract Documents, the Comrac- tor sh:ill, before issuance of the Certificate of Substantial Com- pletion, complete or correct such item upon notification by the Architect. The Contractor sh:il!: then submit a request for another inspection by the Architect to determine Substantial Completion. When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion which shall establish the date of Sub- stantial 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 Con- tract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Comple- tion. The Certificate of Substantial Completion shall be sub- mitted to the Owner and Contractor for their written accep- tance of responsibilities assigned to them in such Certifk:ate. 9.8.3 Upon Substantial Completion of the Work or deSignated portion thereof and upon application by the Contractor and certification by the Architect, the Owner shall make payment, reflecting adjustment in retainage, if any, fOt such Work or por- tion thereof as provided in the Contract Documents. 9.9 . PARTIAL OCCUPANCY OR USE . 9.9.1 The Owner may occupy or use any completed or par- tially completed portion of. the Work at any stage when such portion is designated by separate agreement. with theContrac- tor, provided such occupancy or use is consented to by the insurer as required under Subparagraph 11.3.11 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retalnage if any, secu- rity, maintenance, heat, utilities, damage to the Work and insur- ance, and have agreed in writing concerning the period for cor- rection of the Work and commencement" of 'warranties required by the Contract Documents. When the Contractor considers a po~on substantially complete, the Contractor shall prepare and submit a list. to the .{u'chitect as provided under Subparagraph 9.8.2. Consent of the Contractor to partial occu- pancy or use shall not be unreason-ably' withheld. The stage of the progress of the Work shall be determined by written agree- ment between the Owner and Contractor or~ if no agreement is reached, by decision of the Architect. 9.9.2 Immediately prior to ~ch partial occupancy or use, the Owner, ContractOJ and Architect shall jointly inspect the area to be occupied or portion of ~<:: 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 ot the Work shall not constitute accep- tance of Work not complying with. the requirements of the Contract Documents. 9.10 FINAL COMPLETION AND FINAL PAYMENT 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work accept- able under the Contract Documents and the Contract fully per- formed, the Architect will promptly issue a. final Certificate for .Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's observations and inspections, the Work has been completed in accordance with. terms and conditions of the Contract Docu- ments and that the entire balance found to be due the Contrac- tor and noted in said final Certificate is due and payable. The . Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. . 9.10.2 Neither final payment nor any rem2llUl1g retained percentage shall' become due until the Contractor submits to the .Architect (1) an affidavit that payrolls, bills for materials. and .equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfiec1,' (2) a certificate evidenc- ing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance; will not be reneWable to cover 'the period requirc;d by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner,'other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security Interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. Ifa Subcon- tractor refuses to furnish a relCflSC or waiver required by ~e Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such.lien. If such lien remains unsatisfic;d after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. . 9.10.3 If, after Substantial Completion of the Work; final com- pletion th~eof is materially delayed through no fault of the Contractor or by issuance Of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by. the Contractor and certification by the Architect, and withqut terminating the. Contract, make payment of the balance due for that portiqn of t):J.e Work fully completed and accepted. If the remaining balance for Work not fully com- pleted or corrected is less than retainage. stipulated in .the Con- . tract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that por- tion of the Work fully completed and accepted shall be submit- ted 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 cla.ims. The making of final payment shall constitute a waiver of claims by the Owner as provide.d in Sub- paragraph 4.3.5.' 9.10.4 Acceptance of final payment by the Contractor, a Sub- contractor 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. Such waivers shall be in addition to the waiver desctibed in Subparagraph 4.3.5. 18 A201.1987 AlA DOCUMENT A201 . GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION · FOURTEENTH EDlTION AlA" . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE. N.W., WASHINGTON, D.C. 20006 WARNING: Unlicensed photocopying violates u.s. copyright laws ~nd Is sublect to legal prosecution. or reasonapl.Y oel.~eves 1:'.0 oe ~n exJ..51:'.i::UL~t:! .' the presense on the site of any (a), hazardous or toxic material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), (b) petroleum or a constituent thereof, or' (c) any material or substance that might cause ~odily injury, sickness, disease Or death, or injury to 'or destruction of tangible property ARTICLE 10 10.2.2 The <;:ontractor shall give notices and comply with applicable laws, ordinances. rules. regulations and lawful orders PROTECTION OF PERSONS AND PROPERTY of public authorities bearing on safety of persons or property or 10.1 SAFETY PRECAUTIONS AND PROGRAMS their protection from damage, injury or loss. 10.1.1 The Contractor shall be responsible for initiating. main- 10:2:3 The C~~1tractor shall erect and maintain, as required by taining and supervising all safety precautions and programs in exr3t1ng condmons and performance o~ the .Con~ct, rea5?n- ~onnectign with S!le .,perform3n-€e o~ the Contract. . able saf~guards for safety ~d pro~ectlon. mcludtng poStlng tg,~~~o~u~nctaaHig, P5uEon5~1~M ~eao~8tJ. tuentl~ger Slgulgns ~.nd othder ~fyings agamst hazards. promul~ting 10.1.2 In the event the Contractor' encounte n the site s....ety re atlons an noti g owners and users of adjacent mater' reasonably elieved to be aSbestos 'ole polychlorinated sites and utilities. bi hen I (PCB which has not -,ceo rendered hacmIess. the 10.2.4 When use or storage of explosives or other l1azardous Contractor s inunediat,dy stop Work in the area affected materials or equipment or unusual methods are I1I"Ct,:SSary for arid report the,c?ndition to the Owner and Architect in writing. execution of the Work, the Contrn.ctor shall exercise utmost The Work in the affected ,area shaH not thereafter be resumed' care and carry on such activities under SUpervision of properly except'by written agreement of the Owner and Contractor if in qualified personnel. fact the material is asbestos or polychlorinated biphenyl (PCB) and has n&been rendered' harmless. The Work in the affected '1'0.2:5' The Contractor shall promptiy rernedyda!riage and loss area shall be resumed 'in the absence of asbestos or polychlori- (other than damage or loss insured under property insurance !'lated bip:ienyl (PCR'I, or whr" i: ;'3S b(:en reridered haxmless, required by the Contract Documems) to properry referr~ ::c, in oy written agreemem of the \)'wnC:i and Cuntractor, or in Clauses 10.2.1.2 and 10,2.1.3, caused in whole 'Ie in "part' by the accordance: w~t!1 final determinatian by the Architect on which Contractor, a Subcontractor, a Sub-subcontractor, or anyone arbitration has not been demanded, or by arbitration under directly or indirectly employed by any of them, or by anyone Article 4.' . ' . . for whose actS they may be li:I.ble and for which the Contractor r matera.'~1s or, substan8es :~hat mJ.ght is 'responsible under Clauses 10.2.1.2 and 1v.2.1.3, e.."Ccept fO~i:-hgCC;ofit~l~,8.xMfrlot~~ reqnfi~dpursuant to Article damage or lass attributable to acts or omissions of the Owner 7 to' per.fOtm without coru;.~~'lt any Work relating to asbestos or or Architect or anyone directly or indireC"tly em~.hyr.d by polychlorinated biphenyl (PCB). either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations qf the Contractor are in addition to the Contractor's obligations under Par.lgraph 3.18. ,10.2.6 The Contractor shall designate a responsible memtJer of the Contractor's organization at the site whose duty shall be the ,prevention of accidents. thiS person shall be the Contractor's \superintendel'1t unless otherwise designated by the Contractor ~ writing to the Owner and Architect. . 1'0.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its safety. 10.3 EMERGENCIES 10.3.1 In an emergency affecting safety of persons or property.' the Contractor shall act, at the Contractor's <;lisJ:retion, to' pre- vent threatened damage. injury or loss, Additian,at compensa- tion or e.."Ctension of time claimed by ~e Contractor on account of an emergency shalI be determined as provided in Paragraph 4.3 and Article 7. . ,10.1.4 To the fullest extent permitted by :av.', the Owner shall indemnify and hold harmless the Contractor. Architect; 'Archi- tect's consultants and agents and empl(.'yees of any of them from and against claims. damages. lossc:s and expel'l~es. includ- ing but not limited toattomeys' fees, arising out, of or resulting from per~offle-W'-eflf-ifl-die-affeeted tfel't if1ft-f.leMhe mat=Aal.je...a.;GestQ&.e;'f'lQlo/eAl.e.~pAeRfJ,.(PG8~-hfls ootJ;j~.e~las,.p~Q~SU€R-Glaim,4aA:1age, 19S5-Ql: e~at~~g.l;JgQ~ia~-&k;kAe&sr4is@Q6e or...de:lth,. .Q(...tQ..inju.r:y- ..to..or-de$tr.llcc.io~~.tangible- p~ (otheJ;..tban-tl:J.e_Wotk.. . . cluding loss of use .resulting t ere rom, ut 0 y to e extent caused in whole or in part by negligent acts or omissions of the Owner, anyone directly or indirectly employed by the Owner or anYOl).e for whose actS the Owner may be liable, regardless of whether or not such claim, damage, ,loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Subparagraph 10.1.4. 10.2' SAFETY OF PERSONS AND PROPERTY 10.2.1 The Contractor shalI take reasonable precautions for safety of, and shalI 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 incorpo- rated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub-subcontrac- tors; and .3 other praperty at the site or adjacent thereto, such as trees. shrubs, lawns, walks. pavements, roadways, structures and utilities not designated for removal, relo- cation or replacement in the course of construction. , ARTICLE 11 , INSURANCE AND BONDS 11.1 CONTRACTOR'S UABIUTY INSURANCE , . 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor's operations under the Contract and for which the Contractor may be legalIy 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' or workmen's compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed; AlA DOCUMENT A201 . GENERAL CONDITlONS OF THE CONTRACT FOR CONSTRUCTION' FOURTEENTH EDmoN AlA <II . @11987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENlIE. N.W., WASHINGTON, D.C. 20006 WARNING: Unlicensed photocopying vi~lates U.S. copyright laws and is subject to legal prosecution, A201-1987 19 . '. . .2 claims for damages because of bodily injury, occupa- tional sickness or disease, or death of the ContraCtor's employees; . .3 claims for damages because of bodily injury, sickness or disease, or death of any person other than the Con- tractor's employees; .4 claims for damages insured by usual personal injury liability coverage which are sUStained (1) by a person as a result of an offense directly or indirectly related to employment of such person by the Contractor, or (2) by another person; .5 claims for damages, other than to the Work itself, because of injury to or destruction of tangible prop- erty, including loss of-use resulfu.1g therefrom; .6 claims for damages because of bodily injury, death of a person or property damage arising. out of owner- ship, maintenance or use of a motor yerode; and .7 claims invplving contractual liability. insurance appli- cable to the Contractor's obligations under Parngraph 3.18. 11.1.2 The insuIance required by Subparagraph 11.1.1 shall be written for not less than limits of liability specifIed in the Con- tract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from date of commencement of the Work until date .of final payment and termin2ti.on of any covenge required to be main- moed after final payment. 11.1.3 Certificates of lnsurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These Certificates and the insurance policies required by this Paragraph 11.1 shall contain a provision. that coverages afforded under the policies will not be cancelled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. If any of the foregoing insurance covemges are required to remain in force after tiOa1 Pllyment and are reason- ably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Subparagtaph 9.10.2. Information concerning red'\lction of coverage shall be furnished by the Contractor with reasonable promptness in a~ordance with the ContraCtor's information and belief. 11.2 OWNER'S LIABILITY ~SURANCE 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. Optionally, the Owner may purchase and maintain other insurance for self- protection against clain:is which may arise from operations under the Contract. The Contractor shall not be responsible for purchasing and maintaining this optional Owner's liability insurance unless specifically required by the Contract Documents. . .. 11.3 PROPERTY INSURANCE.. 11.3.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which. the Project is located, property insurance in the amount of the initial. Con- tract sUm as well z subsequent modifications thereto for the entire Work at the site on a replacement cost basis without vol- untary deductibles. Such property insurance shall be main- tained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until fma1 payment has been made as provided in Paragraph 9.1 Oor until no person or entity other than the Owner has an insurable interest in the property required by this Paragraph 11.3 to be covered, whiChever is earlier. This instirance shall include interests of the Owner, the Contractor, Subcontractors and Su\Hubcontractors in the Work. 11.3.1.1 Property insurance shall be on an all-risk policy form and shall insure against the perils of tire and extended coverage and physical loss or d.am.:lge induding, without duplication of coverage, theft, vandalism, malicious mischief, collapse, false- work, temporary buildings and debris removal induding demolition ocCasioned by enforcement of any applicable legal . requirements, and 'shall cover reasonable compensation for Architect's services and expenses required as a result of such insured 1055. Coverage for other perils shall not be required unless otherwise provided in the Contract Documents. 11.3.1.2 If the Owner does not intend to purchase such prop.. erty insurance required by the Contract and with all of the coverages in the ~ount desCribed above, the Owner shall so inform the Contractor in writing prior to commencement of the Work. The Contractor may then effect insurance which will protect the interests of the Contractor, Subcontractors and Sub- subcontractors in the Work, :md by appropriate Change Order the cost thereof-shall be charged to the Owner. If the Contrac- tor is damaged by the failure or neglect of the Owner to pur- chase or maintain insurance as described above, without so notifying the Contractor, then the Owner shall bear all reason- able costs properly a.ttributable thereto. 1'1.3.1.3 If the property insurance requires minimum deducti- bles and such deductibles are identified in the Contract Docu- ments, the Contractor shall pay costs not covered because of such deductibles. If the Owner or Insurer increases the required minimum deductibles above the amounts so identified or if the Owner elects to purchase this insurance with voluntary deduc- tible amounts, the Owner shall be responsible .for payment of the additional costs not covered because of such increased or voluntary deductibles. If deductibl~ are not identified in the Contract Documents, the Owner shall pay costs not covered because of deductibles. 11.3.1.4 Unless otherwise provided in the Contract Docu. ments, this property insurance shall cover portions of the Work stored. off the site after written approval of the Owner at the value established in the approval, and also portions of the Work in transit.! . 11.3.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler ano machinery insurance required by the Contract Documerlts or by law, which shall specifically cover such insured objects. during installation and until fmal acceptance by the Ownerj this insurance shall include . . . interests of the Owner, ContraCtor, Subcontractors an<;l Sub- . subcontra,ctors in the Work, and the Owner and Con~ctor 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 tire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. 11.3.4 If the ContraCtor requestS in writing that insurance for risks other than those described herein or for other special haz. ards be included in the property insurance policy I the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. 20 A201-1987 AlA DOCUMENT A201 . GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION · FOURTEENTH EDITION AIA* . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE, N.W.. WASHINGTON. D.C. 20006 WARNING: Unlicensed photocopying violates U.S. copyright laws 8I'\d is subject to legal prosecution. 11.3.5 If during the Project cons~ction period the Owner insures properties, real or .personal or both, adjoining or adja- cent to. the site by property insurance under polides separate from those insuring the Project, or if after final payment prop- erty insurance is to be provided on the completed Project through a policy or polides other than those insuring the Proj- ect during the construction period, the Owner shall waive all rights in accordance with the terms of Subparagraph 11.3.7 for damages caused by fire or other perils covered by this sepaxate property insurance. All separate polides shall provide this waiver of subrogation by endoj:Sett1ent or otherwise. . 11.3.6 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Paragraph 11.3. Each policy shall contain all generally applicable conditions, defini- tions, exclusions and endorsements related, to this Project. Each policy . shall contain ,a provision that the, poijcy will not be cancelled or allowed to expire until at least 30 days' prior writ- ten notice has been given to the Contractor. 11.3.7 Waivers of Subrogation. The Owner and Contractor waive all rights against (1) each other and any of their subcon- , tractors, sub-subcontractors, agents and employees, each of the other; and (2) the Architect, Architect's consultants, separate contractors descn"bed in Article 6, if any, and any of their sub- contractors, sub-subcontractors, agents and employees, for damages caused by fire or other perils to the extent covered by property insurance obtained pursuant to this Paragraph 11.3 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, .shall require of the Architect, Architect's consultants, separate contractors described in Article 6, if any, and the subconttac- ' tors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, simiIa:r waivers each in favor of other parties enum- erated herein. The polides shall provide such waivers of subro- gation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that per- son or entity would otherwise have a duty of indemnification, contractual or otherwise, did not,pay the insurance premium directly' or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. 11.3.8 A loss insured under Owner's property insurance shall be ~djusted by the Owner as fidudary and made payable.to the Owner as fiduciary for the insureds, as their in~rests may appear, subject to requirements of any applicable mortgagee clause and of Subparagraph 11.3.10. The ContractOr shall pay Subcontractors their just shares of inSurance proceeds received by the Contractor, and by appropriate agreements, written where leg<illy required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar .. manner. 11.3.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account pro. ceeds so received, which the Owner shall distribute in accor- dance with such agreement as the parties in interest may reach, or in accordance with an arbitration award in which case the procedure sha.1l be as provided in Paragraph 4.5. If after such loss no other special agreement is made, replacement of dam- aged properry sh3ll be covered by appropriate Change Order. 11.3.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence ofloss to the Owner's exercise of this power; if such objection be. . made, arbitrators shall be chosen as provided in Paragraph 4.5. The Owner as fiduciary shall, in that case, make settlement with insurers in accordance with directions of such arbitrators. If distnbution of insurance proceeds by arbitration is required,' the arbitrators will direct such distribution. 11.3.11 Partial occUpancy or use in accordance with Paragraph 9.9 shall not commence until the lnsurance company or com- panies 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 C01.I1panies and shall, Without mutual written consent, take no action with respect to , partial occupancy or Use that would cause cancellation, .lapse 9r reduction of insur:lnce. 11.4 PERFORMANCE BOND AND PAYMENT BOND 11.4.1 The Owner shall have the right to require the Contrac- tor to furnish bonds covering fuithfulperformance of the Con- . tract and payment of obligations arising thereunder as stipu- lated in bidding requirements or specificiilly required in the Contract Documents on the date of execution of the Contract. 11.4.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obliga- tions arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall.permit a copy to be made. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1.1 If a portion of the Work is covered contrary to 'the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Architect, be uncovered for the Architect's observation and be replaced at the Contractor's expense without change in the Contract Tirile. . '. 12.1.2 If a portion of the Work has been covered which the Architect. has not specifically requested to observe prior to its being covered, the Architect may request to seesuch Work and it shall be uncovered by the Confractor. If such Work is in accordance with the Contract Documents, costs of lUlcover- ing and replacement shall, by appropriate Change Order, be charged to the Owner. If such Work is not in accordance with the Contract Documents, the Contractor shall pay such costs unless the conditlon 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 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Contractor shall bear costs of correcting such rejected Work, including additional testing and inspec- tions and compensation for the Architect's services and expenses made necessary thereby. 12.2.2 If, within one year after the date of Substantial Comple- tion of the Work or designated portion thereof, or after the date AlA DOCUMENT A201 · GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION. FOURTEENTH EDmON AIA. . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 A201~ 1987 21 WARNING: Unlicensed photocopying violates U.S. cOPVl'IQht laws and Is subiect to legal'prosecution. . . tify 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, termi- nate employment of the Contractor and may, subject to any prior rights of the surety: .1 take possession of the site and of aD. materials; equip- , ment, tools, .and constrUction equipment and machin- ery thereon owned by the Con~r; .2 accept assignment of subcontI"3.q.S pursuant to Para- graph 5.4; and .3 finish the Work by whatever reasonable method the Owner may deem expedient. 14.2.3 When the Owner tenninates the Contract for one of the reasons Ilta.ted in Subparagraph 14.2.1, the Contractor shall not be . entitled to receive furth~ payment until the . Work' is fJ.Oished. 14.2.4 If the unpaid balance of the Contract sum exceeds costs of finishing the Work, including compensation for the Archi- teet's services and expenses made necessary .thereby, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to the .-, Owner. 'The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Architect, upon appli- cation, and this obligation for payment shall survive termina- tion of the Contract. . 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE 14.3.1 The Owner may, without cause, order ,the Contractor in writing to suspend, delay or interrUpt the Work in whole or in part for such period of time as the Owner may cietenni!:1e. 14.3.2 An adjustment shall be made for increases in the cost of performance of the ContraCt, including profit on the increased cost of performance, caused by suspension, delay or interrup- tion, No adjustment shall be made to the extent: .1 that performance is, "W3S or would have been so sus- pended., delayed or ~tem1pted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is ma.de or deniedunder another provision of this Contract. 14.3.3 Adjustments made in the cost of performance may have a mutually agreed fixed or percentage fee. 24 A201.1987 AJA DOCUMENT A201 . GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION. FOURTEENTH EDmON AlA. . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE, N:W., WASHINGTON. D.C. 20006 i ' WARNING: Unlicensed ahotocoovlna violates U.S. copyrlJlht laws and Is subject to If!glIl prosecution. !Reprinted 7/93 I J . . SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY 5755 Country Club Road Shorewood, Minnesota 55331-8926 952.474.3236 FAX: 952.474.0128 MEMORANDUM TO: FROM: . DATE: SUBJECT: EDA Commissioners Craig W. Dawson, Executive Director ^ ~ August 1, 2002 ~ Cooperation Agreement with the City of Deephaven The East Station of the Excelsior Fire District, which will be located in Deephaven, has been planned as ajoint venture of the EDA and the City of Deephaven. State law does not permit a municipal EDA to act outside of its corporate limits, unless it is done with the permission of the affected municipality. Accordingly, the EDA and the City of Deephaven will need to enter into a Cooperation Agreement for the construction of the facility with the lease-revenue financing available through the EDA. Essentially, the Agreement will permit the Shorewood EDA to act as Deephaven's EDA for this specific project only. The Cooperation Agreement has been drafted by bond counsel, and as prepared it meets requirements in defining the legal relationship between the parties for purposes ofEDAIlease-revenue financing. The EDA's general counsel has also reviewed the proposed Agreement. The Deephaven City Council is expected to act on the Agreement on August 19. The City of Deephaven already has approved the Redevelopment Plan and created Development District for the EFD East Station. RECOMMENDATION: Staff recommends that the EDA Board of Commissioners approve and authorize execution of the Cooperation Agreement with the City of Deephaven for the fire facility for use by the Excelsior Fire District. #5 \ COOPERATION AGREEMENT Tms AGREEMENT, entered into as of this _ day of , 2002, by and between the Shorewood Economic Development Authority, a public body corporate and politic under the laws of the State of Minnesota (hereinafter called '11 Authority"), and the City of Deephaven, a public body corporate and politic under the laws of the State of Minnesota (hereinafter called "City"). WI1NESSETH: WHEREAS, pursuant to' Minnesota law, including but not limited to Minnesota Statutes, Sections 469.041, 469.101, and 47159, the Authority and the City are authorized to enter into agreements permitting cooperation on certain matters; and WHEREAS, the City has created a development district (the "Development District") for the purpose of constructing a fire facility (the "Facility") for use by the Excelsior Fire District in providing fire protection to the City and surrounding areas; and . WHEREAS, the Authority has proposed to assist in the financing of constructing and equipping the Facility for the benefit of the City; and WHEREAS, the City and the Authority are in the process of arranging lease-purchase financing for the construction of the Facility; and WHEREAS, pursuant to Minnesota law, including but not limited to Minnesota Statutes Sections 469.012, subdivision 11,469.041, and 469.101, subdivision 14, the City and the Authority mutually desire that the Authority to render certain assistance in connection with financing of the Facility; NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein set forth, the Authority and City do hereby agree as follows: . 1. Subject to approval of appropriate terms and conditions by the Authority in its sole discretion, the Authority shall issue bonds (the "Bonds") pursuant to Minnesota Statutes, Section 465.71 and Chapters 469 and 475 to further the intent of the Development District created by the City and construction of the Facility. 2. Subject to approval of appropriate terms and conditions by the City in its sole discretion, the City shall cooperate with the Authority in the issuance of the Bonds. 3. lbis Agreement shall commence as of the date of its execution, and shall continue until the earlier of the date that the Bonds have been paid in full or otherwise defeased in accordance with their terms or, if such notice is given prior to the issuance of the Bonds, the date on which either party gives notice to the other that it intends to terminate this Agreement. 4. lbis Agreement shall apply only to the Facility and the financing related thereto and JKP-209803vl SH230-33 1 . . shall not be construed to give the Authority any other right to operate within the geographic boundaries of the City. 5. Nothing in this Agreement shall be construed to waive or limit any limitation on or immunity from liability to which the Authority, City, or any officer, agent, or employee of the foregoing is entitled under Minnesota Statutes, Chapter 466 or otherwise. 6. All notices or demands required or permitted to be given under this Agreement shall be in writing and shall be deemed to be given when delivered personally to any office of the party to which notice is being given, or when deposited in the United States mail in a sealed envelope with registered or certified mail postage prepaid thereon addressed to the parties at the following addresses: To Authority: .. . . Shorewood Economic Development Authority Attn: Executive Director 5755 Country Club Road Shorewood, Minnesota 55331 To City: City of Deephaven Attn: City Administrator 20225 Cottagewood Road Deephaven, Minnesota 55331-6700 Such addresses may be changed by any party upon notice to the other parties given as herein provided. 7. This Agreement may be modified only by a writing properly approved and executed by both parties hereto. JKP-209803vl SH230-33 2 IN WITNESS WHEREOF, the Shorewood Economic Development Authority and the City of Deephaven have executed this Agreement as of the date first above written. SHOREWOODECONONnC DEVELOPMENT AUTHORITY By Its President By Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) . On this _ day of , 2002, before me, a Notary Public within and for said County, personally appeared and , to me personally known, who, being each by me duly sworn, did say that they are the President and Executive Director, respectively, of the Shorewood Economic Development Authority, the Authority referred to in the foregoing instrument and that they acknowledged this Agreement to be the free act and deed of said Authority. Notary Public . JKP-209803vl SH230-33 S-1 . . STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) CITY OF DEEPHA VEN, MINNESOTA By Its Mayor By Its City Administrator On this day of , 2002, before me, a Notary Public within and for said County, personally appeared and , to me personally known, who being by me duly sworn, did say that they are the Mayor and City Administrator of the City Of Deephaven, a statutory city and political subdivision of the State of Minnesota, the subdivision referred to in the foregoing instrument and that they acknowledged this Agreement to be the free act and deed of said political subdivision. JKP-209803vl SH230-33 Notary Public S-2 SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY 5755 Country Club Road Shorewood, Minnesota 55331-8926 952.474.3236 FAX: 952.474.0128 TO: FROM: DATE: SUBJECT: MEMORANDUM Shorewood Economic Development Authority Commissioners Craig W. Dawson, Executive Director ^ ~ August 1, 2002 (ft> Negotiated vs. Competitive Method of Sale for Lease-Revenue Financing of Public Safety Facilities . At the joint work session of the city councils on July 24, the financial advisor discussed the advantages and drawbacks of negotiated or competitive method of sale for the lease-revenue financing on the fire and police facilities. According to the policies and procedures that have been adopted, the EFD and SLMPD boards must provide direction to the Shorewood EDA regarding the approach to be taken. They will consider this matter at their August 6 joint meeting. What follows below are extensive excerpts from "An Elected Official's Guide to Debt Issuance" prepared in 1993 by the Government Finance Officers Association of the United States and Canada and provided in the agenda packet for the July 24 meeting. Competitive Sale: In a competitive sale, the EDA would solicit bids from underwriting firms to purchase its bids, and sells the bonds to the finn or bond syndicate offering the lowest interest cost bid. Advantages include: Some assurance that bonds are sold at the lowest interest cost given market conditions. Historically, there are lower gross underwriting spreads relative to negotiated sales. In recent years, however, the difference between negotiated and competitive underwriting spreads has narrowed considerably, so that the cost advantage is not as significant as it once was. Having the appearance of an open, fair process. Disadvantages include: . . . . . Loss of flexibility to respond to changes in market conditions . Underwriters may build a "risk premium" into their bids. Because underwriters have no assurance that they will be awarded bonds, they often limit the amount of time spent on pre-sale activities. (Thus the issuer pays for the underwriters' lack of doing their homework.) . The volatile nature of the municipal market also encourages underwriters to add a risk premium to their bid. :ftlo Method of Sale of Financing for Public Safety Facilities August 12,2002, EDA Meeting Page 2 Negotiated Sale: In a negotiated sale, the underwriting fIrm is selected early in the bond issuance process before the issuer has full knowledge of the terms of the sale. The EDA would negotiate a purchase price for the bonds with the underwriter at the time the bonds are sold. Advantages include: . The underwriter can perform many of the bond sales tasks which the EDA would otherwise perform itself or hire consultants to undertake. The underwriter can engage in extensive pre-sale marketing to assess demand for and to prolllote the EDA's securities. Based on these efforts, a structure can be developed that both meets the needs of investors and is cost-effective for the EDA. Flexibility for the structure or timing of the sale to respond to changing market conditions. This flexibility may be particularly important if the fInancing involves an innovative fInancing technique. . . . Disadvantages include: . Perception of the lack of competition. . Perception of favoritism toward particular fIrms that are chosen to underwrite the bond issue. The GFOA primer also points out several factors to consider in choosing the method of sale. They include: . Investor Familiarity with the Issuer: Governmental entities which are not frequent issuers can benefIt from extra marketing efforts associated with a negotiated sale. (None of the fIve cities or the EDA has been a frequent issuer of debt.) Complexity of the Issue: Bond offerings with complex security provisions or innovative structural features require a greater sales effort, and hence, a negotiated method of sale may be more benefIcial. . Market Conditions: In periods of abrupt changes in interest rates, it is to the advantage of the issuer to be able to enter the market when rates are at a low point. A negotiated sale provides the necessary flexibility to respond to changing market conditions. . . Financial Advisor Approach: Based on comments by the cities and the boards, staffhas given direction to the fInancial advisor (Paul Donna of Juran & Moody) to prepare estimates based on a method that will result in the lowest fmancing costs. He has focused on the negotiated sale due to: . The complexity of the structure of the issue. Marketing, or taking the time to inform investors of the eight government entities involved in this project, is essential to avoid risk premiums. . A competitive sale typically requires a bond reserve equal to one year's payment. In our case, this would approach $1 million. In a negotiated sale, this reserve can be provided by a surety bond for $25,000or so. The project cost of $ 12,365,000, which has been authorized by the cities, does not include the additional $1 million bond reserve. EDA ACTION: The Board should choose the method of sale based on direction from the EFD and SLMPD Boards. For the EFD/SLMPD facilities, the negotiated sale would provide the method with the least cost to the project. President Love will be able to report on the direction given by EFD and SLMPD. .. . . 470 Pillsbury Center 200 South Sixth Street Minneapolis MN 55402 & (612) 337-9300 telephone (612) 337-9310 fax http://www.kennedy-graven.com CHARTERED DANIEL J. GREENSWEIG Attorney at Law Direct Dial (612) 337-9231 . e-mail: dl!reensweie@kennedv-graven.com MEMORANDUM BY E-MAIL WHERE AVAILABLE-BY U.S. MAIL IF NOT TO: THE PERSONS HIGHLIGHTED ON THE ATTACHED DISTRIBUTION LIST FROM: Daniel J. Greensweig DATE: July 31, 2002 RE: Summary of Finance Documents In anticipation of the August 6th meetings of the Excelsior Fire District and the South Lake Minnetonka Police Department, I have prepared this summary of the documents that will be considered at that meeting. It is heavily drawn from the summary presented at the July 24th information meeting which many of you attended, and will therefore look very familiar to you. The operating documents and a brief description of each are as follows: 1. East side a. Ground Lease between the City of Deep haven and the Excelsior Fire District (EFD) This agreement is simply a standard 99-year land lease of the east side site by the City of Deephaven to the District. It will continue in force after the financing is complete and would be required regardless of whether this project was to be paid for with bond proceeds or with cash. 117 "".... "'1 OA....A..l Financing Memorandum July 31, 2002 Page 2 of 4 ... b. Subground Lease between the EFD and the Shorewood Economic Development Authority (EDA) This agreement transfers the District's interest in the land (as acquired through the 99-year lease) to the EDA. This transfer is effective for the duration of the financing term and is necessary to permit the EDA to construct the fire station on the land (with construction to take place in accordance with the previously executed agreement outlining design, bidding, and related responsibilities). The City of Deephaven will need to execute a consent to and . agreement to be bound by this Subground Lease. . . . . c. Lease Purchase Agreement between the EDA and the City of Deep haven This agreement is a lease of the land and the fire station from the EDA to the City of Deephaven. Its terms require lease payments equal to the payments of debt service due on . the bonds. It is subject to the City's right to decide not to appropriate in its budget for these payments, in which case the City will lose its right to use the facilities. The City can acquire an ownership interest in the facility and in the 99-year land lease by paying off the full amount of outstanding principal and interest on the bonds, either over the full term of the financing or by prepaying the bonds as permitted by their terms. The City's right to acquire this ownership interest, however, is subordinate to the EFD's rights under the Sublease Purchase Agreement, and the City will not be able to exercise its right to obtain ownership unless the EFD decides to terminate that Sublease Purchase Agreement. Effectively, the City has a right of:first refusal on the property if the EFD or the SLMPD decide to terminate the Sublease Purchase Agreements. d. Sublease Purchase Agreement between the City and the EFD This agreement is essentially an assignment to the EFD of the City's rights under the Lease Purchase Agreement. The EFD will assume the City's rights and obligations under the Lease Purchase Agreement, on the same terms and including the City's right to acquire ownership interests in the facilities and land lease. If, however, the EFD decides not to appropriate its own funds to continue its sublease of the facilities, the City can still make an independent decision to resume making lease payments from its own funds and thereby maintain control of the facilities. The EDA will need to execute a consent to and agreement to be bound by this Sublease Purchase Agreement. . e. Cooperation Agreement between the City and the EDA This agreement permits the EDA to act in cooperation with the City of Deephaven in financing the east side facility and is required because, as a general rule, economic development authorities can otherwise operate only within their own cities. It pertains only to this transaction and does not give the EDA any additional authority to operate within Deephaven. DJG-218424vl SH230-33 \ . . Financing Memorandum July 31, 2002 Page 4 of 4 d. Common Interest Community Agreement between the EFD and the SLMPD This agreement, a draft of which is being prepared by Tim Keane, the Shorewood City Attorney, will establish the ownership arrangement of the west side property. The facilities will be owned along the lines of a cooperative or condominium arrangement. This is necessary so that the EFD and the SLMPD (or any successor tenant or owner of either part of the facilities) can own and use either the EFD's or the SLMPD's facilities independent of what happens with the other's portion. It will also incorporate an operating agreement . pertaining.to ongoing maintenance, janitorial services, and related matters. 3. Other Documents (to be prepared prior to closing) a. Indenture This document assigns to a trustee the EDA's interests created by the lease purchase agreements (except for the EDA's rights to indemnification). This is required so that if payments are not made on all or some of the leases, or if certain other defaults occur, the trustee has the ability to take control of the portion of the facilities to which the default applies and re-lease it to a third party for the purpose of obtaining funds to pay to the owners of the bonds. b. Official Statements These documents will provide potential buyers of the bonds with information about the transaction and the parties to it. This type of disclosure is required by federal securities laws and is standard in any financing of this kind. Please note that the District and the Department are not parties to all of these agreements, but that I have provided them in order to offer a broader view of the transaction. You will also see that I have prepared draft approval resolutions for the District and the Department to consider. I look forward to seeing everyone at 5:30 p.m. on August 6, 2002 and will explain the approval process in more detail at that meeting. In the meantime, please let me know if you have questions or comments. DJG-218424vl SH230-33 .. SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY 5755 Country Club Road Shorewood, Minnesota 55331-8926 952.474.3236 FAX: 952.474.0128 MEMORANDUM TO: FROM: DATE: SUBJECT: Chief Bryan Litsey, SLMPD At\. Craig W. Dawson, Executive Director (fU August 1, 2002 Financing Schedule for Police Facility and Fire Facilities Under the terms of the 2002 amendment to the SLMPD joint powers agreement, the city councils must authorize construction for the new SLMPD facility. . "Each party's Council must approve the terms of the leasing arrangements and the construction contract having been fully advised of the financing and underlying costs for the project prior to the Committee making any binding commitments related to financing or construction of the facility." Financing: The SLMPD Board has agreed with the use of lease-revenue financing for the project. Individual city obligations for lease-revenue payments are excluded from State municipal operating levy limits. Underlying Costs: Attached are the most current financing schedules prepared by the EDA's financial advisor, Juran & Moody. They show the overall costs of the police and fire project. Page 4 of the schedules relates specifically to the total project cost of the SLMPD Facility. Under the terms of the amendment to the JP A, costs for the project would be assigned on an ad valorem basis to each member city per its share of their combined taxable property value. Each city's share may vary from year &..~ year, depending how property values change from one city relative to the others. For 2003, the cost ~location is as follows: Excelsior Greenwood 14.60% 9.36% Shorewood Tonka Bay 58.43% 17.62% As an aside, the cost assignments for the cities in the EFD will transition from a five-part formula to a solely ad valorem basis in 2010. The cost assignment for 2003 is: Deephaven Excelsior Greenwood 24.99% 15.19% 5.94% Shorewood Tonka Bay 42.00% 11.88% Coordinating Committee Action: It would be appropriate, upon acceptance of this report, for the Coordinating Committee to forward this report to the councils of the four member cities. The. information contained herein fulfills the requirement in the 2002 amendment to the JP A that the city councils be "fully advised of the financing and underlying costs for the project" prior to financing and construction. c: Excelsior Fire District Shorewood EDA Board ;/:-g ~. , Preliminary $12,365,000.00 Economic Development Authority fot the City of Shorewood, Minnesota (South Lake Minnetonka Public Safety Facilities Project) Public Project Lease Revenue Bonds, 2002 DEBT SERVICE SCHEDULE Date Principal Coupon Interest Total P+I FISCAL TOTAL 9/11/2002 - - - - - 8/0112003 - - 481,832.09 481,832.09 - 2/01/2004 - - 262,817.50 262,817.50 744,649.59 8/01/2004 230,000.00 1.950% 262,817.50 492,817.50 - 2/01/2005 230,000.00 2.450% 260,575.00 490,575;00 983,392.50 8/0I/2005 235;000.00 2.450% 257,757.50 492,757.50 - .. 2/01/2006 235,000.00 2.950% 254,878.75 489,878.75 982,636.25 8/01/2006 240,000.00 2.950% 251,412.50 491,412.50 - 2/01/2007 240,000.00 3.400% 247,872.50 487,872.50 979,285.00 8/01/2007 245,000.00 3.400% 243,792.50 488,792.50 - 2/01/2008 250,000.00 3.450% 239,627.50 489,627.50 978,420.00 . 8/01/2008 255,000.00 3.450% 235,315.00 490,315.00 - 2/01/2009 260,000.00 3.600% 230,916.25 490,916.25 981,231.25 8/01/2009 265,000.00 3.600% 226,236.25 491,236.25 - 2/01/2010 270,000.00 3.800% 221,466.25 491,466.25 982,702.50 8/01/2010 270,000.00 3.800% 216,336.25 486,336.25 - 2/01/2011 280,000.00 3.950% 211,206.25 491,206.25 977,542.50 8/01/2011 280,000.00 3.950% 205,676.25 485,676.25 - 2/01/2012 295,000.00 4.100% 200,146.25 495,146.25 980,822.50 8/01/2012 295,000.00 4.100% 194,098.75 489,098.75 - 2/01/2013 305,000.00 4.200% 188,051.25 493,051.25 982,150.00 8/01/2013 305,000.00 4.200% 181,646.25 486,646.25 - 2/01/2014 315,000.00 4.300% 175,241.25 490,241.25 976,887.50 8/01/2014 320,000.00 4.300% 168,468.75 488,468.75 - 2/0112015 330,000.00 4.400% 161,588.75 491,588.75 980,057.50 8/01/2015 330,000.00 4.400% 154,328.75 484,328.75 - 2/01/2016 340,000.00 4.500% 147,068.75 487,068.75 971,397.50 8/01/2016 355,000.00 4.500% 139,418.75 494,418.75 - 2/01/2017 355,000.00 4.600% 131,431.25 486,431.25 980,850.00 8/01/2017 365,000.00 4.600% 123,266.25 488,266.25 - 2/01/2018 375,000.00 4.700% 114,871.25 489,871.25 978,137.50 . 8/01/2018 385,000.00 4.700% 106,058.75 491,058.75 - 2/01/2019 390,000.00 4.800% 97,011.25 487,011.25 978,070.00 8/01/2019 400,000.00 4.800% 87,651.25 487,651.25 - 2/01/2020 415,000.00 4.900% 78,051.25 493,051.25 980,702.50 8/01/2020 425,000.00 4.900% 67,883.75 492,883.75 - 2/01/2021 430,000.00 5.000% 57,471.25 487,471.25 980,355.00 8/01/2021 445,000.00 5.000% 46,721.25 491,721.25 - 2/01/2022 455,000.00 5.050% 35,596.25 490,596.25 982,317.50 8/01/2022 470,000.00 5.050% 24,107.50 494.107.50 - 2/01/2023 480,000.00 5.100% 12,240.00 492,240.00 986,347.50 Total 12,365,000.00 - 7,002,954.59 19,367,954.59 - JURAN & MOODY File == SHOREWOOD.SF-Lease Revenue Bonds 2002 - 20 YR Public Finance Department 8/ 1/200211:08AM Page 1 .. Preliminary $12,365,000.00 Economic Development Authority fot the City of Shorewood,Minnesota (South Lake Minnetonka Public Safety Facilities Project) Public Project Lease Revenue Bonds, 2002 DEBf SERVICE SCHEDULE YIELD STATISTICS ACCllJed Interest from 09/0112002 to 09/1112002.......................................................... Bond Year Dollars....... ....... ....................... ................ .... ............. .............. ...................... Average Life...... ...................... .................................. .......... ........ ................. ........ ......... Average Coupon.............................................:............:.....................................,........... Net Interest cOst (NIC)...;..................................................................................;............ True Interest Cost (TIC).......................... ... ........... ..... ..... ...... ..... .............. ....... ............... Bond Yield for Arbitrage Purposes................................................................................ All Inclusive Cost (AIC).................................................................................................. 14,600.97 $153,344.58 12.402 Years 4:5668092% 4:7119529% 4.7143654% 4.5858959% 4.8491793% . IRS FORM 8038 Net Interest Cost............................ ........ ....... ...................................... .......... ....... .......... 4.5675182% Weighted Average Maturity.......... ............... ............. ............ ................. ..... ........ ........... 12.374 Years JURAN & MOODY Public Finance Department File = SHOREWOOD.SF-Lease Revenue Bonds 2002 - 20 YR 811/200211:08AM . . Page 2 .. Preliminary Economic Development Authority for the City of Shorewood, Minnesota (South Lake Minnetonka Public Safety Facilities Project) Public Project Lease Revenue Bonds. 2002 West Fire Facilty Portion NET DEBT SERVICE SCHEDULE Date Principal Coupon Interest Total P+I Net New DIS FISCAL TOTAL 9/1112002 8/0112003 197,076.46 197,076.46 197,076.46 2/01/2004 107,496.25 107,496.25 107,496.25 304,572.71 8/0112004 95,000.00 1.950% 107,496.25 202,496.25 202,496.25 2/0112005 95,000.00 2.450% 106,570.00 201,570.00 201,570.00 404,066.25 8/0112005 95,000.00 2.450% 105,406.25 200,406.25 200,406.25 2/01/2006 95,000.00 .. 2.950% 104,242.50 199,242.50 199,242.50 399,648.75 8/0112006 100,000.00 2.950% 102,841.25 202,841.25 202,841.25 2/01/2007 100,000.00 3.400% 101,366.25 201,366.25 201,366.25 404,207.50 8/0112007 100,000.00 3.400% 99,666.25 199,666.25 199,666.25 2/01/2008 105,000.00 3.450% 97,966.25 202,966.25 202,966.25 402,632.50 . 8/0112008 105,000.00 3.450% 96,155.00 201,155.00 201,155.00 2/0112009 105,000.00 3.600% 94,343.75 199,343.75 199,343.75 400,498.75 8/0112009 110,000.00 3.600% 92,453.75 202,453.75 202,453.75 2/0112010 110,000.00 3.800% 90,473.75 200,473.75 200,473.75 402,927.50 8/0112010 110,000.00 3.800% 88,383.75 198,383.75 198,383.75 2/0112011 115,000.00 3.950% 86,293.75 201,293.75 201,293.75 399,677.50 8/0112011 115,000.00 3.950% 84,022.50 199,022.50 199,022.50 2/01/2012 120,000.00 4.100% 81,751.25 201,751.25 201,751.25 400,773.75 8/0112012 120,000.00 4.100% 79,291.25 199,291.25 199,291.25 2/0112013 125,000.00 4.200% 76,831.25 201,831.25 201,831.25 401,122.50 8/0112013 125,000.00 4.200% 74,206.25 199,206.25 199,206.25 2/0112014 130,000.00 4.300% 71,581.25 201,581.25 201,581.25 400,787.50 8/0112014 130,000.00 4.300% 68,786.25 198,786.25 198,786.25 2/0112015 135,000.00 4.400% 65,991.25 200,991.25 200,991.25 399,777.50 8/0112015 135,000.00 4.400% 63,021.25 198,021.25 198,021.25 2/0112016 140,000.00 4.500% 60,051.25 200,051.25 200,051.25 398,072.50 8/0112016 145,000.00 4.500% 56,901.25 201,901.25 201,901.25 2/0112017 145,000.00 4.600% 53,638.75 198,638.75 198,638.75 400,540.00 8/0112017 150,000.00 4.600% 50,303.75 200,303.75 200,303.75 2/0112018 155,000.00 4.700% 46,853.75 201,853.75 201,853.75 402,157.50 . 8/0112018 155,000.00 4.700% 43,211.25 198,211.25 198,211.25 2/0112019 160,000.00 4.800% 39,568.75 199,568.75 199,568.75 397,780.00 '8/0112019 165,000.00 4.800% 35,728.75 200,728.75 200,728.75 2/0112020 170,000.00 4.900% 31,768.75 201,768.75 201,768.75 402,497.50 8/01/2020 175,000.00 4.900% 27,603.75 202,603.75 202,603.75 2/01/2021 175,000.00 5.000% 23,316.25 198,316.25 198,316.25 400,920.00 8/0112021 180,000.00 5.000% 18,941.25 198,941.25 198,941.25 2/01/2022 185,000.00 5.050% 14,441.25 199,441.25 199,441.25 398,382.50 8/01/2022 190,000.00 5.050% 9,770.00 199,770.00 199,770.00 2/0112023 195,000.00 5.100% 4,972.50 199,972.50 199,972.50 399,742.50 Total 5,060,000.00 2,860,785.21 7,920,785.21 7,920,785.21 JURAN & MOODY File = SHOREWOOD.SF-Lease Revenue Bonds 2002 - 20 YR Public Finance Department 8111200211:08AM Page 3 ... . Preliminary Economic Development Authority for the City of Shorewood, Minnesota (South Lake Minnetonka Public Safety Facilities Project) Public Project Lease Revenue Bonds, 2002 Police Facility Portion NET DEBT SERVICE SCHEDULE Date Principal Coupon Interest Total P+I Net New DIS FISCAL TOTAL 9/11/2002 - - - - - - 8/0112003 - - 204,751.25 204,751.25 204,751.25 - 2/0112004 - - 111,682.50 111,682.50 111,682.50 316,433.75 8/01/2004 95,000.00 1.950% 111,682.50 206,682.50 206,682.50 - 2/01/2005 95,000.00 2.450% HO,756.25 205,756.25 205,756.25 412,438.75 8/0112005 100,000.00 2.450% 109,592.50 209,592.50 209,592.50 - 2/0112006 100,000.00 2.950% 108,367.50 208,367.50 ... 208,367.50 417,960.00 8/01/2006 100,000.00 2.950% 106,892.50 206,892.50 206,892.50 - 2/01/2007 100,000.00 3.400% 105,417.50 205,417.50 205,417.50 412,310.00 8/0112007 105,000.00 3.400% 103,717.50 208,717.50 208,717.50 - . 2/01/2008 105,000.00 3.450% 101,932.50 206,932.50 206,932.50 415,650.00 8/01/2008 110,000.00 3.450% 100.121.25 210,121.25 210.121.25 - 2/0112009 110.000.00 3.600% 98,223.75 208.223.75 208,223.75 418.345.00 8/0112009 110,000.00 3.600% 96,243.75 206.243.75 206,243.75 - 2/01/2010 115.000.00 3.800% 94,263.75 209,263.75 209,263.75 415,507.50 8/01/2010 115,000.00 3.800% 92.078.75 207.078.75 207,078.75 - 2/01/2011 120,000.00 3.950% 89,893.75 209,893.75 209,893.75 416.972.50 8/01/2011 120,000.00 3.950% 87,523.75 207,523.75 207,523.75 - 2/01/2012 125,000.00 4.100% 85.153.75 210,153.75 210.153.75 417.677.50 8/01/2012 125,000.00 4.100% 82,591.25 207,591.25 207.591.25 - 2/01/2013 130.000.00 4.200% 80.028.75 210,028.75 210.028.75 417.620.00 8/01/2013 130.000.00 4.200% 77,298.75 207.298.75 207.298.75 - 2/01/2014 135,000.00 4.300% 74,568.75 209,568.75 209.568.75 416,867.50 8/01/2014 135.000.00 4.300% 71.666.25 206,666.25 206,666.25 - 2/01/2015 140.000.00 4.400% 68,763.75 208.763.75 208,763.75 415,430.00 8/01/2015 140.000.00 4.400% 65,683.75 205.683.75 205.683.75 - 2/01/2016 145,000.00 4.500% 62.603.75 207.603.75 207,603.75 413,287.50 8/01/2016 150.000.00 . 4.500% 59,341.25 209.341.25 209,341.25 - 2/01/2017 150,000.00 4.600% 55,966.25 205,966.25 205,966.25 415.307.50 8/01/2017 155,000.00 4.600% 52,516.25 207,516.25 207,516.25 - . 2/01/2018 160,000.00 4.700% 48,951.25 208,951.25 208.951.25 416,467.50 8/0112018 165.000.00 4.700% 45,191.25 210,191.25 210,191.25 - 2/01/2019 165.000.00 4.800% 41.313.75 206.313.75 206,313.75 416,505.00 8/01/2019 170.000.00 4.800% 37,353.75 207.353.75 207,353.75 - 2/01/2020 175.000.00 4.900% 33,273.75 208,273.75 208.273.75 415.627.50 8/01/2020 180.000.00 4.900% 28,986.25 208.986.25 208,986.25 - 2/0112021 185.000.00 5.000% 24.576.25 209.576.25 209.576.25 418,562.50 8/01/2021 190,000.00 5.000% 19,951.25 209.951.25 209,951.25 - 2/01/2022 195.000.00 5.050% 15,201.25 210.201.25 210.201.25 420,152.50 8/01/2022 200,000.00 5.050% 10,277.50 210.277.50 210,277.50 - 2/01/2023 205,000.00 5.100% 5,227.50 210.227.50 210,227.50 420.505.00 Total 5,250,000.00 - 2,979,627.50 8,229,627.50 8,229,627.50 - JURAN & MOODY File = SHOREWOOD.SF-Lease Revenue Bonds 2002 - 20 YR Public Finance Department 8111200211:0BAM Page 4 . ( , \, Preliminary Economic Development Authority for the City of Shorewood, Minnesota (South Lake Minnetonka Public Safety Facilities Project) Public Project Lease Revenue Bonds, 2002 East Fire Facilty Portion NEfDEBT SERVICE SCHEDULE Date Principal Coupon Interest TolaI P+I Net New DIS FISCAL TOTAL 9/11/2002 8/01/2003 80,004.38 80,004.38 80.004.38 2/01/2004 43,638.75 43,638.75 43,638.75 123,643.13 8/0112004. .40,000.00 1.950% 43,638.75 83,638.75 . 83,638.75 2/01/2005 40,000.00 2.450% 43,248.75 83,248.75 83,248.75 166,887.50 8/01/2005 40,000.00 2.450% 42,758.75 82,758.75.. 82,758.75 2iol/2006 40;000.00 2.950% 42,268.75 82,268.75 82,268.75 165,027.50 8/01/2006 40,000.00 2.950% 41,678.75 81,678.75 81,678.75 2/01/2007 40,000.00 3.400% 41,088.75 81,088.75 81,088.75 162,767.50 8/01/2007 40,000.00 3.400% 40,408.75 80,408.75 80,408.75 2/01/2008 40,000.00 3.450% 39,728.75 79,728.75 79,728.75 160,137.50 . 8/01/2008 40,000.00 3.450% 39,038.75 79,038.75 79,038.75 2/01/2009 45,000.00 3.600% 38,348.75 83,348.75 83,348.75 162,387.50 8/01/2009 45,000.00 3.600% 37,538.75 82,538.75 82,538.75 2/01/2010 45,000.00 3.800% 36,728.75 81,728.75 81,728.75 164,267.50 8/01/2010 45,000.00 3.800% 35,873.75 80,873.75 80,873.75 2/01/2011 45,000.00 3.950% 35,018.75 80,018.75 80,018.75 160,892.50 8/01/2011 45,000.00 3.950% 34,130.00 79,130.00 79,130.00 2/01/2012 50,000.00 4.100% 33,241.25 83,241.25 83,241.25 162,371.25 8/01/2012 50,000.00 4.100% 32,216.25 82,216.25 82,216.25 2/01/2013 50,000.00 4.200% 31,191.25 81,191.25 81,191.25 163,407.50 8/01/2013 50,000.00 4.200% 30,141.25 80,141.25 80,141.25 2/01/2014 50,000.00 4.300% 29,091.25 79,091.25 79,091.25 159,232.50 8/01/2014 55,000.00 4.300% 28,016.25 83,016.25 83,016.25 2/01/2015 55,000.00 4.400% 26,833.75 81,833.75 81,833.75 164,850.00 8/01/2015 55,000.00 4.400% 25,623.75 80,623.75 80,623.75 2/01/2016 55,000.00 4.500% 24,413.75 79,413.75 79,413.75 160,031.50 8/01/2016 60,000.00 4.500% ~3,176.25 83,176.25 83,176.25 2/01/2017 60,000.00 4.600% 21,826.25 81,826.25 81,826.25 165,002.50 8/0112017 60,000.00 4.600% 20,446.25 80,446.25 80,446.25 2/01/2018 60,000.00 4.700% 19,066.25 79,066.25 79,066.25 159,512.50 . 8/0112018 65,000.00 4.700% 17,656.25 82,656.25 82,656.25 2/01/2019 65,000.00 4.800% 16,128.75 81,128.75 81,128.75 163,785.00 8/01/2019 65,000.00 4.800% 14,568.75 79,568.75 79,568.75 2/01/2020 70,000.00 4.900% 13,008.75 83,008.75 83,008.75 162,577.50 8/01/2020 70,000.00 4.900% 11,293.75 81,293.75 81,293.75 2/01/2021 70,000.00 5.000% 9,578.75 79,578.75 79,578.75 160,872.50 8/01/2021 75,000.00 5.000% 7,828.75 82,828.75 82,828.75 2/01/2022 75,000.00 5.050% 5,953.75 80,953.75 80,953.75 163,782.50 8/01/2022 80,000.00 5.050% 4,060.00 84,060.00 84,060.00 2/0112023 80,000.00 5.100% 2,040.00 82,040.00 82,040.00 166,100.00 Total 2,055,000.00 1,162,541.88 3,217,541.88 3,217,541.88 JURAN & MOODY File = SHOREWooD.SF-Leose Revenue Bonds 2002 - 20 YR Public Finance Department 811/200211:08AM Page 5